No Infringement of Third Party Rights. Except as set forth herein or in the Disclosure Schedule, the use of the Products by Seller in the Territory does not infringe any third party rights.
No Infringement of Third Party Rights. Lexicon shall not be obligated to generate any Standard Mutation or produce or deliver any Mutant Mouse or embryonic stem cell if Lexicon reasonably believes, with the advice of its patent counsel and after consultation with NFP and the Committee, such action would infringe upon the intellectual property rights of a Third Party. In such event, Lexicon shall consult with NFP and the Committee to achieve an acceptable solution including but not limited to the generation of a non-infringing Standard Mutation and the production of non-infringing Mutant Mice. If no acceptable solution is reasonably available, MGRI may exercise its right to terminate this Agreement pursuant to Section 8.3.
No Infringement of Third Party Rights. Ark represents, warrants and covenants that to its actual knowledge, its performance of the Services, and all Third Party Material and Ark Materials that Ark incorporates into any Work Products, and Achaogen’s use of any such Work Products, shall not infringe or misappropriate any Intellectual Property Rights of any Third Party or otherwise conflict with the rights of any Third Party. Achaogen represents, warrants and covenants that to its actual knowledge, the performance of the Services in accordance with the Specifications and the use of any Achaogen Materials in accordance with the terms and conditions of this Agreement shall not infringe or misappropriate any Intellectual Property Rights of any Third Party or otherwise conflict with the rights of any Third Party.
No Infringement of Third Party Rights. Lexicon shall not be obligated to develop, produce or deliver a Mutant Mouse where Lexicon reasonably believes, with the advice of its counsel and the Steering Committee, that such action would infringe upon the intellectual property rights of a Third Party. In such event, the Steering Committee shall adopt an acceptable solution including, but not limited to, the identification by BMS of an alternative Mutant Mouse and, subject to Section 7.2, the production, development and analysis by Lexicon of non-infringing Mutant Mice. [**].
No Infringement of Third Party Rights. To the best of its knowledge, the manufacture, use and sale of Products do not infringe the rights of any third party.
No Infringement of Third Party Rights. Genaissance shall not be obligated to generate Genotypes or Haplotypes for any SNP specified in the HAP Typing Project if Genaissance reasonably believes, with the advice of its counsel and after consultation with Pharmacia, that such action would infringe upon the intellectual property rights of a Third Party.
No Infringement of Third Party Rights. As of the date of this Agreement, and for a period of three (3) years prior to the date of this Agreement, neither the operations of the University nor the use of any Intellectual Property Assets infringe, misappropriate, or otherwise violate or make unlawful use (directly, contributorily, by inducement or otherwise) of any Technology, Intellectual Property or other rights of any Person. There are no Actions (including any opposition, cancellation, revocation, review, or other proceeding), whether settled, pending or threatened in writing (including in the form of offers to obtain a license): (i) alleging any infringement, misappropriation, or other violation of the Intellectual Property of any Person by Seller or any Related Contracting Party in the conduct of the operations of the University or the manufacture, use, distribution, importation, or sale of any University Product; (ii) challenging the validity, enforceability, registrability, patentability, or ownership of any material Intellectual Property Assets; or (iii) by Seller or any Related Contracting Party or any other Person alleging any infringement, misappropriation, or other violation by any Person of any Intellectual Property Assets.
No Infringement of Third Party Rights. Neither Seller Group Member, the Business nor any of the Purchased Assets has infringed upon, misappropriated or otherwise violated, or is infringing upon, misappropriating or otherwise violating, the Intellectual Property of any third party or constitutes unfair competition of trade practices under the Laws of any jurisdiction where such infringement, misappropriation, or violation would, individually or in the aggregate, have a Material Adverse Effect. No Action or claim is pending or, to the Knowledge of Seller, is or has been threatened against the Business (i) alleging that Seller or the Business has infringed upon, misappropriated or otherwise violated, or is infringing upon, misappropriating or otherwise violating, the Intellectual Property of any third party, or (ii) that challenges or seeks to deny or restrict Seller’s or Seller Parent’s rights in any of the Owned Business Intellectual Property or Licensed Business Intellectual Property, respectively. No current, or to the Knowledge of Seller, former, employee, consultant or contractor of either Seller Group Member involved in the development of the Owned Business Intellectual Property has alleged in writing ownership rights, title or interest in any Owned Business Intellectual Property developed by such individual.
No Infringement of Third Party Rights. So far as the SBL is aware, neither the operation of the SBL Business nor its products or services infringe any intellectual property rights of or obligations of confidence owed to any third party.
No Infringement of Third Party Rights. So far as LBC is aware, neither the operation of the LBC Business nor its products or services infringe any intellectual property rights of or obligations of confidence owed to any third party.
