Common use of Pfenex Technology Clause in Contracts

Pfenex Technology. (i) Pfenex Controls the Pfenex Patents listed in that certain memorandum exchanged between the Parties on the Signature Date and referencing this Agreement, and Pfenex has not granted any rights to any Third Party under the Pfenex Technology that conflicts with the rights granted to Hospira hereunder. None of the Pfenex Technology is or, to Pfenex’s Knowledge, has been the subject of any pending Proceeding with respect to inventorship challenges, interferences, reissues, reexaminations, inter partes review, post grant review, supplemental review, invalidation, opposition, cancellation, abandonment or any order or decree of any Governmental Authority restricting the use of such Pfenex Technology in connection with Product. To Pfenex’s Knowledge, none of the Pfenex [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Technology is or has been the subject any threatened Proceeding of the types described in the immediately prior sentence. (ii) Neither Pfenex nor any of Pfenex’s Affiliates has received written notice from any Third Party claiming that the practice of the Pfenex Technology, its conduct of the Business, or development, making, using, sale, offer for sale, or import of Product infringes any patent claim of any Third Party or misappropriates or makes any unauthorized use of any intellectual property rights of any Third Party. (iii) To Pfenex’s Knowledge, no Third Party is infringing, misappropriating or making any unauthorized use of any Pfenex Technology, and there is no Proceeding or investigation in contemplation of a Proceeding by Pfenex pending or threatened against any Third Party related to the Pfenex Technology. (iv) None of the Pfenex Technology is subject to any outstanding decree, order, judgment or stipulation of a Governmental Authority against Pfenex, its Affiliates or, to Pfenex’s Knowledge, any other Person restricting in any manner the conduct of the Business or the development, making, use, sale, offer for sale or import of Product. (v) Other than the Dow Technology Licensing Agreement and Dow Technology Assignment Agreement, there are no contracts pursuant to which Pfenex in-licenses or otherwise has rights under any patent or intellectual property right of any Third Party that is material to the Business or Product or the Pfenex Technology. Pfenex has not out-licensed or otherwise granted rights to any Third Party under any Pfenex Technology with respect to Product or the Reference Product. (vi) Pfenex owns, has received all licenses or otherwise has sufficient rights with respect to the Pfenex Technology necessary for Pfenex to comply with the terms of this Agreement.

Pfenex Technology. (i) Pfenex Controls the Pfenex Patents listed in that certain memorandum exchanged between the Parties on before the Signature Effective Date and referencing this Agreement, and Pfenex has not granted any rights to any Third Party under the Pfenex Technology that conflicts with the rights granted to Hospira NT Pharma hereunder. None of the Pfenex Technology Patents is or, to Pfenex’s Knowledge, has been the subject of any pending Proceeding Action with respect to inventorship challenges, interferences, reissues, reexaminations, inter partes review, post grant review, supplemental review, invalidation, opposition, cancellation, abandonment or any order or decree of any Governmental Authority restricting the use of such Pfenex Technology Patent in connection with Product. To Pfenex’s Knowledge, none of the Pfenex [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Technology Patents is or has been the subject any threatened Proceeding Action of the types described in the immediately prior sentence. (ii) To Pfenex’s Knowledge, neither the practice of the Pfenex Technology in the Territory, the conduct of the Business in the Territory, nor the development, making, using, sale, offer for sale, or import of Product in the Territory, infringes any Intellectual Property of any Third Party or misappropriates or makes any unauthorized use of any Intellectual Property of any Third Party. Neither Pfenex nor any of Pfenex’s Affiliates has received written notice from any Third Party claiming that the practice of the Pfenex TechnologyTechnology in the Territory, its conduct of the BusinessBusiness in the Territory, or development, making, using, sale, offer for sale, or import of Product in the Territory infringes any patent claim Intellectual Property of any Third Party or misappropriates or makes any unauthorized use of any intellectual property rights Intellectual Property of any Third Party. (iii) To Pfenex’s Knowledge, no Third Party is infringing, misappropriating or making any unauthorized use of any Pfenex TechnologyTechnology in the Territory, and there is no Proceeding Action or investigation in contemplation of a Proceeding an Action by Pfenex pending or threatened against any Third Party related to the Pfenex TechnologyTechnology in the Territory. (iv) None of the Pfenex Technology is subject to any outstanding decree, order, judgment or stipulation of a Governmental Authority against Pfenex, its Affiliates or, to Pfenex’s Knowledge, any other Person restricting in any manner the conduct of the Business in the Territory or the development, making, use, sale, offer for sale or import of ProductProduct in the Territory. (v) Other than the Dow Technology Licensing Agreement and Dow Technology Assignment Agreement, there are no contracts pursuant to which Pfenex in-licenses or otherwise has rights under any patent or intellectual property right Intellectual Property of any Third Party that is material to the Business or Product in the Territory or the Pfenex Technology. Pfenex has not out-licensed or otherwise granted rights to any Third Party under any Pfenex Technology with respect to Product or the Reference ProductProduct in the Territory. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (vi) To Pfenex’s Knowledge, Pfenex owns, owns or has received all licenses or otherwise has sufficient rights with respect to the Pfenex Technology necessary for Pfenex to comply with the terms of this Agreement.

Pfenex Technology. (i) Pfenex Controls the Pfenex Patents listed in that certain memorandum exchanged between the Parties on the Signature Date and referencing this AgreementProduct Memo, and Pfenex has not granted any rights to any Third Party under the Pfenex Technology that conflicts with the rights granted to Hospira Alvogen hereunder. None of the Pfenex Technology Patents is or has been the subject of any pending Action or, to Pfenex’s Knowledge, has been the subject of any pending Proceeding threatened Action with respect to inventorship challenges, interferences, reissues, reexaminations, inter partes review, post grant review, supplemental review, invalidation, opposition, cancellation, abandonment or any order or decree of any Governmental Authority restricting the use of such Pfenex Technology Patent in connection with Product. To Pfenex’s Knowledge, none of the Pfenex [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Technology is or has been the subject any threatened Proceeding of the types described in the immediately prior sentence. (ii) Neither Pfenex nor any of Pfenex’s Affiliates has received written notice from any Third Party claiming that the practice of the Pfenex Technology, Technology or its conduct of the Business, or development, making, using, sale, offer for sale, or import of Product Business infringes any patent claim of any Third Party or misappropriates or makes any unauthorized use of any intellectual property rights Intellectual Property of any Third Party. (iii) To Pfenex’s Knowledge, no Third Party is infringing, misappropriating or making any unauthorized use of any Pfenex TechnologyTechnology in the Territory with respect to a Competing Product, and there is no Proceeding Action or investigation in contemplation of a Proceeding an Action by Pfenex pending or threatened against any Third Party related to the Pfenex TechnologyTechnology in the Territory with respect to a Competing Product. (iv) None of the Pfenex Technology is subject to any outstanding decree, order, judgment or stipulation of a Governmental Authority against Pfenex, its Affiliates or, to Pfenex’s Knowledge, any other Person restricting in any manner the conduct of the Business or the development, making, use, sale, offer for sale or import of ProductBusiness. (v) Other than the Dow Technology Licensing Agreement and Dow Technology Assignment Agreement, there There are no contracts pursuant to which Pfenex in-licenses or otherwise has rights under any patent or intellectual property right Intellectual Property of any Third Party that is material to the Business or Product or the Pfenex Technology. Pfenex has not out-licensed or otherwise granted rights to any Third Party under any Pfenex Technology with respect to Product or the Reference Productoperation thereof. (vi) To Pfenex’s Knowledge, Pfenex owns, owns or has received all licenses or otherwise has sufficient rights with respect to the Pfenex Technology necessary for Pfenex to comply with the terms of this Agreement. (vii) The Pfenex Expression Technology is not necessary for the conduct of the Business, but in the event it is necessary, Pfenex has the right to license or sublicense the Pfenex Expression Technology to Alvogen or any of its Affiliates, without any obligation of Alvogen to make any payment of money, royalties or other consideration in connection with the operation of the Business, including Alvogen’s operation thereof after termination of this Agreement pursuant to Section 10.2(a)(iii); and (viii) Pfenex has taken commercially reasonable steps to protect and preserve the confidentiality of all confidential information included in the Pfenex Patents and has taken legally adequate measures to protect the Know-How that is Controlled by Pfenex that is or would be material to the Business, in the case of all such steps or measures, that are consistent with the practices of the biotechnology industry, and all of Pfenex’s employees, contractors and consultants who were or are engaged in the development or invention of any Pfenex Technology have entered into written agreements with Pfenex validly and irrevocably assigning to Pfenex all rights, title and interests in and to such Pfenex Technology (or all such rights, title and interests have or are vested in Pfenex as a matter of law).

Pfenex Technology. (i) Pfenex Controls the Pfenex Patents listed in that certain memorandum exchanged between the Parties on the Signature Date and referencing this AgreementProduct Memo, and Pfenex has not granted any rights to any Third Party under the Pfenex Technology that conflicts with the rights granted to Hospira Alvogen hereunder. None of the Pfenex Technology Patents is or has been the subject of any pending Action or, to Pfenex’s Knowledge, has been the subject of any pending Proceeding threatened Action with respect to inventorship challenges, interferences, reissues, reexaminations, inter partes review, post grant review, supplemental review, invalidation, opposition, cancellation, abandonment or any order or decree of any Governmental Authority restricting the use of such Pfenex Technology Patent in connection with Product. To Pfenex’s Knowledge, none of the Pfenex [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Technology is or has been the subject any threatened Proceeding of the types described in the immediately prior sentence. (ii) Neither Pfenex nor any of Pfenex’s Affiliates has received written notice from any Third Party claiming that the practice of the Pfenex Technology, Technology or its conduct of the Business, or development, making, using, sale, offer for sale, or import of Product Business infringes any patent claim of any Third Party or misappropriates or makes any unauthorized use of any intellectual property rights Intellectual Property of any Third Party. (iii) To Pfenex’s Knowledge, no Third Party is infringing, misappropriating or making any unauthorized use of any Pfenex TechnologyTechnology in the Territory with respect to a Competing Product, and there is no Proceeding Action or investigation in contemplation of a Proceeding an Action by Pfenex pending or threatened against any Third Party related to the Pfenex TechnologyTechnology in the Territory with respect to a Competing Product. (iv) None of the Pfenex Technology is subject to any outstanding decree, order, judgment or stipulation of a Governmental Authority against Pfenex, its Affiliates or, to Pfenex’s Knowledge, any other Person restricting in any manner the conduct of the Business or the development, making, use, sale, offer for sale or import of ProductBusiness. (v) Other than the Dow Technology Licensing Agreement and Dow Technology Assignment Agreement, there There are no contracts pursuant to which Pfenex in-licenses or otherwise has rights under any patent or intellectual property right Intellectual Property of any Third Party that is material to the Business or Product or the Pfenex Technology. Pfenex has not out-licensed or otherwise granted rights to any Third Party under any Pfenex Technology with respect to Product or the Reference Productoperation thereof. (vi) To Pfenex’s Knowledge, Pfenex owns, owns or has received all licenses or otherwise has sufficient rights with respect to the Pfenex Technology necessary for Pfenex to comply with the terms of this Agreement. [***]Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. (vii) The Pfenex Expression Technology is not necessary for the conduct of the Business, but in the event it is necessary, Pfenex has the right to license or sublicense the Pfenex Expression Technology to Alvogen or any of its Affiliates, without any obligation of Alvogen to make any payment of money, royalties or other consideration in connection with the operation of the Business, including Alvogen’s operation thereof after termination of this Agreement pursuant to Section 10.2(a)(iii); and (viii) Pfenex has taken commercially reasonable steps to protect and preserve the confidentiality of all confidential information included in the Pfenex Patents and has taken legally adequate measures to protect the Know-How that is Controlled by Pfenex that is or would be material to the Business, in the case of all such steps or measures, that are consistent with the practices of the biotechnology industry, and all of Pfenex’s employees, contractors and consultants who were or are engaged in the development or invention of any Pfenex Technology have entered into written agreements with Pfenex validly and irrevocably assigning to Pfenex all rights, title and interests in and to such Pfenex Technology (or all such rights, title and interests have or are vested in Pfenex as a matter of law).

Pfenex Technology. (i) Pfenex Controls the Pfenex Patents listed in that certain memorandum exchanged between the Parties on the Signature Date and referencing this AgreementProduct Memo, and Pfenex has not granted any rights to any Third Party under the Pfenex Technology that conflicts with the rights granted to Hospira Alvogen hereunder. None of the Pfenex Technology Patents is or has been the subject of any pending Action or, to Pfenex’s Knowledge, has been the subject of any pending Proceeding threatened Action with respect to inventorship challenges, interferences, reissues, reexaminations, inter partes review, post grant review, supplemental review, invalidation, opposition, cancellation, abandonment or any order or decree of any Governmental Authority restricting the use of such Pfenex Technology Patent in connection with Product. To Pfenex’s Knowledge, none of the Pfenex [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Technology is or has been the subject any threatened Proceeding of the types described in the immediately prior sentence. (ii) Neither Pfenex nor any of Pfenex’s Affiliates has received written notice from any Third Party claiming that the practice of the Pfenex Technology, Technology or its conduct of the Business, or development, making, using, sale, offer for sale, or import of Product Business infringes any patent claim of any Third Party or misappropriates or makes any unauthorized use of any intellectual property rights Intellectual Property of any Third Party. (iii) To Pfenex’s Knowledge, no Third Party is infringing, misappropriating or making any unauthorized use of any Pfenex TechnologyTechnology in the Territory with respect to a Competing Product, and there is no Proceeding Action or investigation in contemplation of a Proceeding an Action by Pfenex pending or threatened against any Third Party related to the Pfenex TechnologyTechnology in the Territory with respect to a Competing Product. (iv) None of the Pfenex Technology is subject to any outstanding decree, order, judgment or stipulation of a Governmental Authority against Pfenex, its Affiliates or, to Pfenex’s Knowledge, any other Person restricting in any manner the conduct of the Business or the development, making, use, sale, offer for sale or import of ProductBusiness. (v) Other than the Dow Technology Licensing Agreement and Dow Technology Assignment Agreement, there There are no contracts pursuant to which Pfenex in-licenses or otherwise has rights under any patent or intellectual property right Intellectual Property of any Third Party that is material to the Business or Product or the Pfenex Technology. Pfenex has not out-licensed or otherwise granted rights to any Third Party under any Pfenex Technology with respect to Product or the Reference Productoperation thereof. (vi) To Pfenex’s Knowledge, Pfenex owns, owns or has received all licenses or otherwise has sufficient rights with respect to the Pfenex Technology necessary for Pfenex to comply with the terms of this Agreement. (vii) The Pfenex Expression Technology is not necessary for the conduct of the Business, but in the event it is necessary, Pfenex has the right to license or sublicense the Pfenex Expression Technology to Alvogen or any of its Affiliates, without any obligation of Alvogen to make any payment of money, royalties or other consideration in connection with the operation of the Business, including Alvogen’s operation thereof after termination of this Agreement pursuant to Section 10.2(a)(iii); and (viii) Pfenex has taken commercially reasonable steps to protect and preserve the confidentiality of all confidential information included in the Pfenex Patents and has taken legally adequate measures to protect the Know-How that is Controlled by Pfenex that is or would be material to the Business, in the case of all such steps or measures, that are consistent with the practices of the biotechnology industry, and all of Pfenex’s employees, contractors and consultants who were or are engaged in the development or invention of any Pfenex Technology [***]Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. have entered into written agreements with Pfenex validly and irrevocably assigning to Pfenex all rights, title and interests in and to such Pfenex Technology (or all such rights, title and interests have or are vested in Pfenex as a matter of law).

Pfenex Technology. [***]Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. (i) Pfenex Controls the Pfenex Patents listed in that certain memorandum exchanged between the Parties on the Signature Date and referencing this AgreementProduct Memo, and Pfenex has not granted any rights to any Third Party under the Pfenex Technology that conflicts with the rights granted to Hospira Alvogen hereunder. None of the Pfenex Technology Patents is or has been the subject of any pending Action or, to Pfenex’s Knowledge, has been the subject of any pending Proceeding threatened Action with respect to inventorship challenges, interferences, reissues, reexaminations, inter partes review, post grant review, supplemental review, invalidation, opposition, cancellation, abandonment or any order or decree of any Governmental Authority restricting the use of such Pfenex Technology Patent in connection with Product. To Pfenex’s Knowledge, none of the Pfenex [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Technology is or has been the subject any threatened Proceeding of the types described in the immediately prior sentence. (ii) Neither Pfenex nor any of Pfenex’s Affiliates has received written notice from any Third Party claiming that the practice of the Pfenex Technology, Technology or its conduct of the Business, or development, making, using, sale, offer for sale, or import of Product Business infringes any patent claim of any Third Party or misappropriates or makes any unauthorized use of any intellectual property rights Intellectual Property of any Third Party. (iii) To Pfenex’s Knowledge, no Third Party is infringing, misappropriating or making any unauthorized use of any Pfenex TechnologyTechnology in the Territory with respect to a Competing Product, and there is no Proceeding Action or investigation in contemplation of a Proceeding an Action by Pfenex pending or threatened against any Third Party related to the Pfenex TechnologyTechnology in the Territory with respect to a Competing Product. (iv) None of the Pfenex Technology is subject to any outstanding decree, order, judgment or stipulation of a Governmental Authority against Pfenex, its Affiliates or, to Pfenex’s Knowledge, any other Person restricting in any manner the conduct of the Business or the development, making, use, sale, offer for sale or import of ProductBusiness. (v) Other than the Dow Technology Licensing Agreement and Dow Technology Assignment Agreement, there There are no contracts pursuant to which Pfenex in-licenses or otherwise has rights under any patent or intellectual property right Intellectual Property of any Third Party that is material to the Business or Product or the Pfenex Technology. Pfenex has not out-licensed or otherwise granted rights to any Third Party under any Pfenex Technology with respect to Product or the Reference Productoperation thereof. (vi) To Pfenex’s Knowledge, Pfenex owns, owns or has received all licenses or otherwise has sufficient rights with respect to the Pfenex Technology necessary for Pfenex to comply with the terms of this Agreement. (vii) The Pfenex Expression Technology is not necessary for the conduct of the Business, but in the event it is necessary, Pfenex has the right to license or sublicense the Pfenex Expression Technology to Alvogen or any of its Affiliates, without any obligation of Alvogen to make any payment of money, royalties or other consideration in connection with the operation of the Business, including Alvogen’s operation thereof after termination of this Agreement pursuant to Section 10.2(a)(iii); and (viii) Pfenex has taken commercially reasonable steps to protect and preserve the confidentiality of all confidential information included in the Pfenex Patents and has taken legally adequate measures to protect the Know-How that is Controlled by Pfenex that is or would be material to the Business, in the case of all such steps or measures, that are consistent with the practices of the biotechnology industry, and all of Pfenex’s employees, contractors and consultants who were or are engaged in the development or invention of any Pfenex Technology have entered into written agreements with Pfenex validly and irrevocably assigning to Pfenex all [***]Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. rights, title and interests in and to such Pfenex Technology (or all such rights, title and interests have or are vested in Pfenex as a matter of law).