Representations and Warranties by Licensor. Licensor hereby represents and warrants to ProPhase as follows:
12.01 Licensor is a corporation duly organized, validly existing and in good standing under the laws of Nevada. Licensor has been granted all requisite power and authority to carry on its business and to own and operate its properties and assets. The execution, delivery and performance of this Agreement have been duly authorized by Licensor.
12.02 There is no pending or, to Licensor’s knowledge, threatened litigation involving Licensor which would have any effect on this Agreement or on Licensor’s ability to perform its obligations hereunder.
12.03 To Licensor’s knowledge, there is no indenture, contract, or agreement to which Licensor is a party or by which Licensor is bound which prohibits or would prohibit the execution and delivery by Licensor of this Agreement or the performance or observance by Licensor of any term or condition of this Agreement.
12.04 All Licensed IP existing as of the Effective Date is solely and exclusively owned by Licensor.
12.05 To Licensor’s Knowledge, all Licensed Patents existing as of the Effective Date are subsisting and are not invalid or unenforceable, in whole or in part.
12.06 To Licensor’s Knowledge, the Licensed Patents existing as of the Effective Date (a) are being diligently prosecuted in the respective patent offices in the Territory in accordance with applicable laws, rules and regulations, (b) have been filed and maintained properly and correctly and all applicable fees have been paid on or before the due date for payment, and (c) identifies each and every inventor of the claims thereof as determined in accordance with the laws of the jurisdiction in which such Patent is issued or such application is pending.
12.07 To Licensor’s Knowledge, there are no claims, judgments, or settlements against, or amounts with respect thereto, owed by Licensor or any of its Affiliates relating to the Licensed IP.
12.08 No claim or litigation has been brought or, to Licensor’s Knowledge, threatened by any person or entity alleging, that (a) the Licensed Patents existing as of the Effective Date are invalid or unenforceable, or (b) the Licensed IP, or the disclosing, copying, making, assigning, or licensing of the Licensed IP, or the Exploitation of the Licensed Compounds or Licensed Products as contemplated herein, does or will violate, infringe, misappropriate or otherwise conflict or interfere with, any Patent or other intellectual property or proprietary right of...
Representations and Warranties by Licensor. Licensor represents and warrants to Licensee as of the Effective Date:
8.1.1 Licensor has the right, power, and authority to enter into this Agreement and to grant to Licensee the licenses specified in this Agreement;
8.1.2 This Agreement when executed shall become the legal, valid, and binding obligation of it, enforceable against it, in accordance with its terms; CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
8.1.3 There are no actions, suits, proceedings, or arbitrations pending or, to Licensor’s knowledge, threatened against Licensor relating to the Licensed Research Patents that would be inconsistent with the rights granted to Licensee under this Agreement;
8.1.4 To Licensor’s Knowledge, Licensor has not received any written notice from the ReGenX Licensors informing Licensor that there are any actions, suits, proceedings, or arbitrations pending against the ReGenX Licensors relating to the Licensed Research Patents that would be inconsistent with the rights granted to Licensee under this Agreement;
8.1.5 To Licensor’s knowledge, (a) the Licensed Research Patents are solely owned by the Trustees of the University of Pennsylvania, and (b) no Third Party (other than the ReGenX Licensors) has any right, interest, or claim in or to such Licensed Research Patents with respect to the Disease Indications that are inconsistent with those granted to Licensee with respect to the Disease Indications;
8.1.6 To Licensor’s knowledge, GSK Agreement and Penn Agreement are in full force and effect;
8.1.7 To Licensor’s knowledge, no Third Party is infringing any of the Licensed Research Patents in a manner that is inconsistent with the scope of rights granted to Licensee with respect to the Disease Indications; and
8.1.8 Licensor has not received any written notice from any Third Party patentee alleging infringement of such Third Party’s patents by the practice of the Licensed Research Patents with respect to the Disease Indications.
Representations and Warranties by Licensor. Licensor represents and warrants to Licensee as of the Effective Date:
8.1.1 Licensor has the right, power, and authority to enter into this Agreement and to grant to Licensee the licenses specified in this Agreement;
8.1.2 This Agreement when executed shall become the legal, valid, and binding obligation of it, enforceable against it, in accordance with its terms;
8.1.3 There are no actions, suits, proceedings, or arbitrations pending or, to Licensor’s knowledge, threatened against Licensor relating to the Licensed Research Patents that would be inconsistent with the rights granted to Licensee under this Agreement;
8.1.4 To Licensor’s knowledge, (a) the Licensed Research Patents are solely owned by the Trustees of the University of Pennsylvania, and (b) no Third Party (other than the ReGenX Licensors) has any right, interest, or claim in or to such Licensed Research Patents with respect to the Disease Indications that are inconsistent with those granted to Licensee with respect to the Disease Indications;
8.1.5 To Licensor’s knowledge, no Third Party is infringing any of the Licensed Research Patents in a manner that is inconsistent with the scope of rights granted to Licensee with respect to the Disease Indications; and
8.1.6 Licensor has not received any written notice from any Third Party patentee alleging infringement of such Third Party’s patents by the practice of the Licensed Research Patents with respect to the Disease Indications.
Representations and Warranties by Licensor. Licensor represents and warrants that:
(a) it exclusively owns and has full right, power, and authority to license the Licensed Patents and the Licensed Know-How to Licensee;
(b) it has not granted or will grant during the term of this Agreement any security interest, option, lien, license, or encumbrance of any nature with respect to any Licensed Patent or Licensed Know-How which would conflict with the license granted to Licensee under this Agreement;
(c) to the best knowledge of Licensor, all of the Licensed Patents that have issued are valid and enforceable, and no proceeding is pending or to the best knowledge of Licensor, threatened, nor has any claim been made, which challenges or challenged the legality, validity, or enforceability of any Licensed Patent;
(d) all maintenance fees, annuity payments, and similar payments relating to the Licensed Patents have been made and will be made in a timely manner during the term of this Agreement; and
(e) to the knowledge of Licensor, using, making, selling, or importing a Licensed Product or performing a Licensed Process shall not infringe, directly or indirectly, any patent or other intellectual property rights of any third party.
Representations and Warranties by Licensor. Section 10.01 The Licensor, to its knowledge, represents, warrants and covenants that:
(a) The Licensor is a limited liability company duly organized, validly existing, and in good standing under the law of the State of Delaware, and has full limited liability company power to conduct the business in which it is presently engaged and to enter into and perform its obligations under this License Agreement.
(b) The Licensor has taken all necessary limited liability company action under the laws of the State of Delaware and its certificate of formation and its limited liability company agreement to authorize the execution and consummation of this License Agreement and, when executed and delivered, this License Agreement shall constitute a valid and legally binding agreement of the Licensor enforceable against the Licensor in accordance with the terms hereof, except as may be limited by bankruptcy, insolvency or other laws affecting generally the enforceability of creditors’ rights and by limitations on the availability of equitable remedies.
(c) Neither the execution and delivery of this License Agreement nor the consummation of the transactions contemplated herein will violate any law, rule, regulation, writ, judgment, injunction, decree, determination, award or other order of any court, government or governmental agency or instrumentality, domestic or foreign, binding upon the Licensor, or conflict with or result in any breach of or event of termination under any of the terms of, or constitute a default under or result in the termination of or the creation or imposition of any mortgage, deed of trust, pledge, lien, security interest or other charge or encumbrance of any nature pursuant to, the terms of any contract or agreement to which the Licensor is a party or by which the Licensor or any of its assets and properties are bound.
(d) THE LICENSOR HEREBY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING THOSE OF NON-INFRINGEMENT, VALIDITY, FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY.
Representations and Warranties by Licensor. LICENSOR represents, warrants and covenants to LICENSEE:
Representations and Warranties by Licensor. Licensor hereby represents and warrants to Licensee as follows:
Representations and Warranties by Licensor. The relevant terms of the Cross-License Agreement have been incorporated into this Agreement as required to enable Licensee to comply with such agreement. Licensor represents and warrants that it has full right, power and authority to license the Licensed Patents and Licensed Know-How to Licensee as described in Section 2.1 and that it has not granted any security interest, option, lien, or encumbrance of any nature with respect to any Licensed Patent or Licensed Know-How which would conflict with the license granted to Licensee under this Agreement.
Representations and Warranties by Licensor. LICENSOR represents and warrants that:
(a) It is a limited liability company duly formed and validly existing under the laws of the State of Nevada and/or is duly authorized to conduct business in the State of Nevada.
(b) It controls and operates each Store listed in Exhibit A hereto.
(c) To the best of its actual knowledge, no action, authorization or consent of any other person or entity is required in connection with the execution, delivery and performance by LICENSOR of this Agreement and the consummation of the transactions described herein.
(d) It expressly disclaims any representation or warranty that it is under any obligation to continuously operate any Store, or any portion thereof.
(e) Should LICENSOR agree to sell or otherwise convey any or all of its Stores or its leasehold rights with regard to such properties during the term hereof, LICENSOR represents and warrants that it will cause its successor or assignee to agree to accept all obligations imposed on LICENSOR by this Agreement on the same terms as conditions as set forth herein. LICENSOR agrees that it will require its successor(s) or assign(s) to provide its acceptance of this Agreement in writing acceptable to OPERATOR.
Representations and Warranties by Licensor. Licensor represents and warrants by way of an independent guarantee (selbstständiges Garantieversprechen) within the meaning of § 311 para. 1 BGB that it has full and valid title in the Licensed Trademarks listed in Exhibit 1.2/3 and obtained all corporate authorizations required to enter into and perform its obligations under this Agreement.
