Representations and Warranties by MSKCC; MSKCC Covenant Sample Clauses

Representations and Warranties by MSKCC; MSKCC Covenant. MSKCC represents and warrants as of the Effective Date that: (a) that the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of MSKCC; and (b) MSKCC is the sole owner of the Patent Rights and MSKCC-Provided Know-How and has the right to enter into and bind itself to this Agreement. MSKCC represents and warrants that as of the effective date of the Side Letter Agreement dated November 20, 2013 that: (c) except as provided for in Section 2.2 or identified in the Side Letter Agreement, it has not granted any rights in the Patent Rights or MSKCC-Provided Know-How to any third party in the Field of Use in the Territory, inconsistent with the rights granted to LICENSEE under this Agreement; and (d) except as identified in the Side Letter Agreement there are no actions, suits, investigations, claims or proceedings involving MSKCC and relating to any of the Rights pending or threatened in writing to MSKCC, and (e) with the exception of patent [***] 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. applications directed to [***] Exhibit A contains a complete list of all current patent applications and patents owned (in whole and in part) by MSKCC as of the Effective Date claiming [***]. For the avoidance of doubt, the previous representation and warranty (e) excludes patent applications [***] and any U.S. or ex-U.S. patents issuing directly or indirectly from such applications or the priority documents for such applications. MSKCC hereby covenants that it will not grant during the term of this Agreement any right, license or interest in the Rights, or any portion thereof, inconsistent with the license granted to LICENSEE herein.
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