Novo’s Representations Clause Samples

Novo’s Representations. (a) Novo hereby represents and warrants as of the Effective Date as follows: (i) Novo has the corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery and performance of this Agreement has been duly and validly authorized and approved by proper corporate action on the part of Novo. Novo has taken all other action required by Law, its organizational documents or any agreement to which it is a party or by which it or its assets are bound to authorize such execution, delivery and performance. Assuming due authorization, execution and delivery on the part of TransTech, this Agreement constitutes a legal, valid and binding obligation of Novo, enforceable against Novo in accordance with its terms. (ii) The execution and delivery of this Agreement by Novo and the performance by Novo contemplated hereunder will not violate any United States or Denmark Law or, to Novo’s Knowledge, any Law of any Governmental Authority outside the United States and Denmark. (iii) Exhibit A to this Agreement includes all patents and applications relating to the Compounds Controlled by Novo as of the Effective Date. (iv) To Novo’s Knowledge, no Person (other than Novo) has any right, interest or claim in or to, and neither Novo nor any of its Affiliates has entered into any agreement granting any right, interest or claim in or to, the Novo Patent Rights identified in Exhibit A or Novo Know-How, including any lien, encumbrance, charge, security interest, mortgage or similar restriction. (v) Novo shall diligently seek to ensure that, no later than six (6) months following the Effective Date, each Novo employee or consultant who is an inventor of any invention claimed or that could be claimed in any Novo Patent Right identified in Exhibit A (A) has executed a valid and binding agreement with Novo specific to each such Novo Patent Right expressly assigning to Novo all of his or her right, title and interest to each such invention or (B) where such employee or consultant has refused to execute a valid and binding agreement with Novo specific to each such Novo Patent Right expressly assigning to Novo his or her right, title and interest in each such invention, that Novo has sought legal redress as permitted under the laws of the relevant jurisdiction to compel the inventor to execute such assignment. (vi) To Novo’s Knowledge, there is no actual or alleged infringement of any trademark, Patent Right or other intelle...