Patent Proceedings. Atrix represents and warrants that (a) no patent application within the Atrix Patent Rights is the subject of any pending interference, opposition, cancellation or other protest proceeding, and (b) to the best of its knowledge, the Atrix Technology does not infringe the intellectual property rights of any Third Party.
Patent Proceedings. As of the Effective Date, Seller represents and warrants that to Seller’s actual knowledge, without having made an investigation or search, (a) no patent or patent application within the Ex-US BEMA Patent Rights or BEMA Patent Rights is the subject of any pending interference, opposition, cancellation or other protest proceeding, (b) except with respect to matters previously disclosed to Seller by Buyer or its Affiliates, there is no claim pending, previously made, or threatened alleging that the Ex-US BEMA Technology and the BEMA Technology, or the use, manufacture, sale, or importation of technology or products embodying the BEMA Technology or Ex-US BEMA Technology, infringes or misappropriates any copyright, patent, trade secret, trademark, or other published intellectual property right of any third party, (c) except with respect to matters previously disclosed to Seller by Buyer or its Affiliates, and except that for purposes of this Section 5.05(c) only, Seller’s actual knowledge shall mean the actual knowledge, without having made an investigation or search, of Xxxxxxx X. Xxxxxx and Xxxx X. Xxxxxxxx, no prior use, manufacture, sale, or importation of the Ex-US BEMA Technology, BEMA Technology, or any technology or products embodying the foregoing by Seller, its Affiliates, or their Third Party licensees (excluding Seller’s grant of licenses under the License Agreement) constituted infringement or misappropriation of any copyright, patent, trade secret, trademark, or other published intellectual property right of any Third Party, (d) all filings, payments, and other actions required to be made or taken to maintain such item of the Ex-US BEMA Patent Rights in full force and effect have been made by the applicable deadline, and (e) that it has complied, in all material respects, with its obligations under the License Agreement.
Patent Proceedings. The Foundation represents and warrants that, to the best of its knowledge, no patent application within the Patent Rights is the subject of any pending interference, opposition, cancellation or other protest proceeding.
Patent Proceedings. LGLS represents and warrants that, to the best of its knowledge, no patent application within the LGLS Patent Rights is the subject of any pending interference, opposition, cancellation or other protest proceeding.
Patent Proceedings. Valentis represents and warrants that to the best of its knowledge, no patent or patent application within the Patent Rights is the subject of any pending interference, opposition, cancellation or other protest proceeding.
Patent Proceedings. As of the date of this Agreement and as of the Effective Date, Atrix represents and warrants that, to the best of its knowledge, (a) no patent or patent application within the Atrigel(R) Patent Rights is the subject of any pending interference, opposition, cancellation or other protest proceeding, and (b) the Atrigel(R) Technology does not infringe the published intellectual property rights of any Third Party.
Patent Proceedings. To the Knowledge of Seller, except as set forth in Section 3.5(e) of the Disclosure Schedule, none of the issued Program Patents are subject to any pending reissues, reexaminations, post-grant proceedings, requests for patent term extensions, supplementary protection certificates, interferences, derivation proceedings, or defense of invalidation or opposition proceedings or other challenges to validity or enforceability.
Patent Proceedings. Except as to MMD, ALBANY represents and ------------------ warrants to the best of its knowledge that the ALBANY Patent Application is not currently the subject of any pending interference, opposition, cancellation or other protest proceeding.
Patent Proceedings. Atrix represents and warrants that, (a) no patent application within the Atrix Patent Rights is the subject of any pending interference, opposition, cancellation or other protest proceeding, (b) to the best of its knowledge, the Atrix Technology and Atrix Marks do not infringe the intellectual property rights of any Third Party; (c) to the best of its knowledge, the practice of the Atrix Patent Rights in the Territory would not infringe any -------- ** Confidential Treatment Requested 39 intellectual property rights of any Third Party; (d) to the best of its knowledge, there have been no lapse of any claims within the Atrix Patents in the Territory; and (e) as of the Effective Date, Atrix has not received any notices or communications that the development, Manufacture, use, sale, importation or exportation of the Product would infringe any intellectual property rights of any Third Party.
Patent Proceedings. For the avoidance of doubt, and notwithstanding anything in this Agreement or any of the Restructuring Agreements to the contrary, (a) SubCo 1 acknowledges and agrees that, following the Contribution, New SubCo is and shall be the sole and exclusive successor in interest to Forward Pharma’s right, title and interest in and to the Patent Proceedings and New SubCo shall have sole and exclusive control thereof, and (b) SubCo 1 shall, and shall procure that SubCo 1’s controlled Affiliates shall, at New SubCo’s cost and expense, promptly provide such assistance and information to New SubCo as is reasonably necessary or desirable to enable New SubCo to carry out and control such Patent Proceedings as successor in interest to Forward Pharma, including, but not limited to, (i) by following all instructions solely from New SubCo with respect to such Patent Proceedings, and signing, executing and delivering such additional documents, instruments, authorizations, powers of attorney, certificates and assurances and taking such further actions as may be necessary or desirable to permit New SubCo to exercise the rights and control set out in this Section 6 and (ii) joining as a party to each Patent Proceeding if such joinder is reasonably necessary to advance New SubCo’s position therein.
