Common use of Representations and Warranties by Licensor Clause in Contracts

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 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 rights 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 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 in the Disease Indications Field that are inconsistent with those granted to Licensee with respect to in 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 IndicationsField under this Agreement; and 8.1.6 8.1.5 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 in the Disease IndicationsField.

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 rights 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 The Trustees of the University of Pennsylvania, and (b) no Third Party (other than the ReGenX REGENXBIO Licensors) has any right, interest, or claim in or to such Licensed Research Patents with respect to in the Disease Indications Fields that are inconsistent with those granted to Licensee with respect to in the Disease Indications;Fields under this Agreement; and * * * * CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITHRESPECT TO THE OMITTED PORTIONS. 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 in the Disease IndicationsFields.

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 orpending, 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 REGENX Licensors) has any right, interest, or claim in or to such Licensed Research Patents with respect to the Disease Indications AATD Field or the Option Field that are inconsistent with those granted to Licensee with respect to the Disease IndicationsAATD Field or the Option Field; 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 IndicationsAATD Field or the Option Field; 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 IndicationsAATD Field or the Option Field.

Representations and Warranties by Licensor. Licensor represents and warrants to Licensee as of the Effective Date: 8.1.1 8.2.1 Licensor has the right, power, and authority to enter into this Agreement and to grant to Licensee the licenses rights specified in this Agreement; 8.1.2 8.2.2 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 8.2.3 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 8.2.4 To Licensor’s knowledge, (a) the Licensed Research Patents are solely owned by the The Trustees of the University of Pennsylvania, and (b) no Third Party (other than the ReGenX REGENXBIO Licensors) has any right, interest, or claim in or to such Licensed Research Patents with respect to in the Disease Indications Fields that are inconsistent with those granted to Licensee in the Fields under this Agreement (it being understood that the rights previously granted in the Conflicting License shall not be deemed to conflict with respect to the Disease Indicationslicenses granted under this Agreement); 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 8.2.5 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 in the Fields; and 8.2.6 Licensor shall not, without the prior written consent of Licensee (such consent not to be unreasonably withheld or delayed), amend the Disease IndicationsConflicting License in a manner that would materially and adversely affect Licensee’s rights and benefits under this Agreement during the term of this Agreement.