REPRESENTATIONS AND WARRANTIES OF CIMA. CIMA hereby represents and warrants to Schwxxx xxxt:
REPRESENTATIONS AND WARRANTIES OF CIMA. Cima hereby represents and warrants to the Stockholder as follows:
REPRESENTATIONS AND WARRANTIES OF CIMA. In addition to the representations and warranties made by CIMA under Section 6.1 above, CIMA hereby further represents and warrants to WCH that:
(a) as of the Effective Date, the CIMA Patents are existing and, to the best of its knowledge, are not invalid or unenforceable, in whole or in part;
(b) it has the full right, power and authority to grant all of the right, title and interest in the licenses granted under Article II hereof;
(c) it has not, prior to the Effective Date, previously assigned, transferred, conveyed or otherwise encumbered its right, title and interest in Product, or the CIMA Patents, or Technical Information, with respect to which WCH has been granted a license or other rights hereunder in the OTC Field in the Territory, provided that CIMA has granted, and may in the future grant, licenses to Third Parties under such CIMA Patents and Technical Information which licenses do not conflict with the rights granted to WCH under this Agreement;
(d) it is the sole and exclusive owner of the CIMA Patents and Technical Information existing as of the Effective Date, all of which are free and clear of any liens, charges and encumbrances, except as provided in Section 6.2(c), and no other person, corporate or other private entity, or governmental entity or subdivision thereof, has or shall have any claim of ownership with respect to the CIMA Patents or Technical Information in the Territory, provided that CIMA has only a non-exclusive license under U.S. Patent No. 5,225,197 and its corresponding foreign counterparts;
(e) to the best of its knowledge the CIMA Patents and Technical Information do not, as of the Effective Date, interfere or infringe on any valid intellectual property rights owned or possessed by any Third Party in the Territory, provided that whereas WCH is aware of the possibility of interference between one or more of the CIMA Patents and United States Patent 5,464,632 (the "632 Patent"), and WCH is aware of patents corresponding to said 632 Patent in other jurisdictions, no such representation is made with respect to said 632 Patent or with respect to any corresponding patent;
(f) as of the Effective Date, there are no claims, judgments or settlements against or owed by CIMA or, to the best of its knowledge, pending or threatened claims or litigation relating to the CIMA Patents or Technical Information;
(g) during the Term of this Agreement it will use Commercially Reasonable Efforts not to diminish the rights under the CIMA Paten...
REPRESENTATIONS AND WARRANTIES OF CIMA. In addition to the representations and warranties made by CIMA under Section 6.1 above, CIMA hereby further represents and warrants to ESI that:
(a) At the time of delivery of Product to the specified point of delivery, Product shall (i) have been manufactured, stored and shipped in accordance with GMPs, as applicable, and all other applicable laws, rules, regulations or requirements in effect at the time of manufacture in the country of manufacture (for example, in accordance with the procedures described in the applicable Regulatory Approval); (ii) conform to the Specifications; (iii)) meet the provisions of the Specifications; (iv) shall not be adulterated or misbranded as provided for under any applicable law, order or regulation in effect in the country of manufacture and the country in which Product is being sold; (v) shall have been manufactured and have shelf-life in accordance with [to be discussed]; and (vi) have been shipped in accordance with approved procedures agreed between ESI and CIMA.
(b) It shall have good and marketable title to all Product delivered to ESI.
REPRESENTATIONS AND WARRANTIES OF CIMA. Except as Previously Disclosed, CIMA hereby represents and warrants to Cephalon, as follows:
REPRESENTATIONS AND WARRANTIES OF CIMA. CIMA hereby represents and warrants to [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] that:
7.1 Organization, Power and Authority. CIMA is a corporation duly organized and validly existing under the laws of the State of Delaware. CIMA has all necessary corporate power and authority to enter into, and be bound by the terms and conditions of, this Agreement, and to license the Licensed Assets and the CIMA Trademarks to [***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***] pursuant hereto.
REPRESENTATIONS AND WARRANTIES OF CIMA. 14 7.1 Organization, Power and Authority.............................................................14 7.2 Due Authority; No Breach......................................................................15 7.3 Intellectual Property.........................................................................15
REPRESENTATIONS AND WARRANTIES OF CIMA. 14 7.1 Organization, Power and Authority.............................. 14 7.2 Due Authority; No Breach....................................... 15 7.3 Intellectual Property.......................................... 15
REPRESENTATIONS AND WARRANTIES OF CIMA. 14 TABLE OF CONTENTS PAGE 7.2 Due Authority; No Breach.......................................... 15 7.3 Intellectual Property............................................. 15
REPRESENTATIONS AND WARRANTIES OF CIMA. CIMA hereby represents and warrants to IPR that:
(a) CIMA is duly organized and validly existing under the laws of the state of Delaware and has full corporate power and authority to enter into this Agreement and to carry out the provisions hereof;
(b) CIMA is duly authorized to execute and deliver this Agreement and to perform its obligations hereunder;
(c) This Agreement is a legal and valid obligation binding upon CIMA and enforceable in accordance with its terms. The execution, delivery and performance of this Agreement by CIMA does not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it may be bound, nor does it violate any law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it,
(d) CIMA is the owner of the entire right, title and interest in the OraSolv-Registered Trademark- Technology and it has full right and power to grant the rights set forth in this Agreement; and
(e) There is no pending or, to CIMA's knowledge, threatened litigation by or against CIMA relating to the OraSolv-Registered Trademark- Technology other than an interference proceeding requested by CIMA regarding CIMA's U.S. Patent Application Serial No. 08/468,913 and U.S. Patent No. 5,464,632 of a French company, Laboratories Prographarm. CIMA is also one of several parties who have filed oppositions with respect to Prographarm's European Patent EP 548356.
