Representations and Warranties of Licensor. Licensor hereby represents and warrants to Licensee as follows:
Representations and Warranties of Licensor. Licensor hereby represents and warrants to Licensee that (i) Licensor has the power and authority to enter into and perform the obligations according to the terms of this Agreement and to grant all rights contemplated by this Agreement; (ii) Licensor has no restrictions that would impair its ability to perform its obligations under the Agreement and has not and will not enter into any agreement that would prevent it from performing or would violate any of obligations hereunder; (iii) Licensor is the author and creator of the Licensed Product or has obtained and currently holds valid and sufficient rights, including the rights under all patents, trademarks, trade names, inventions, copyrights, know-how, trade secrets, and other third party proprietary rights, to license the rights granted to Licensee herein; (iv) the Licensed Product does not and shall not infringe upon, violate, or constitute misappropriation of any copyright, trademark, trade secret, right of publicity, right of privacy, moral rights, or any other proprietary rights of any third party, and no third party patent rights, trademark rights, or other intellectual property rights that would be infringed by any act contemplated by this Agreement; (v) no claims, allegations, or notifications from any third party, or any entity from which Licensor has obtained rights, have been made that the Licensed Product violates or infringes any copyright, trade secret, patent, trademark, or any other intellectual property right of any third party; (vi) the Licensed Product and the distribution thereof shall comply with all applicable federal, state, and local laws and regulations; (vii) the Licensed Software will perform in all material respects to the Licensed Product’s specifications, (viii) the Licensed Software does not contain any viruses or other computer programming routines or defects that are intended to damage, detrimentally interfere with or expropriate any system, data, or information; (ix) the Licensed Product shall be free and clear of all liens, encumbrances, and claims or demands of third parties and in all material respects, free from defects, errors, and malfunctions; and (x) the License Software and the delivery thereof will be free from any error(s) or defect(s) relating to date data (including leap year calculations), will not generate any invalid and/or incorrect date-related and will not impair the performance, output or accuracy of Licensee’s service or products, and (xi) Licensor has...
Representations and Warranties of Licensor. Each Licensor represents and warrants to BMS that:
(a) it has the full right, power, and corporate authority to enter into this Agreement and to make the covenants and grant the rights and licenses set forth in this Agreement, and that this Agreement is enforceable against it in accordance with its terms;
(b) UM and the Navy are the joint owners of all right, title, and interest in and to U.S. Patent No. 6,685,941;
(c) Repligen is the exclusive licensee with respect to Xxxxxxxx Patent Rights and Licensors jointly have the full legal right, power and ability to extend the rights and grant the exclusive licenses in, to and for the Xxxxxxxx Patent Rights to BMS as set forth in this Agreement;
(d) Licensor is not a party to any agreement or other binding commitment or obligation of any kind, the terms of which (i) conflict with the covenants and obligations of Licensor under this Agreement or the rights granted by Licensor to BMS under this Agreement or (ii) derogates from the rights granted by Licensor to BMS in this Agreement or the ability of Licensor to perform its covenants and obligations under this Agreement;
(e) except for the exclusive license granted by UM to Repligen, and the rights of HHMI under Section 2.2 of the License Agreement dated July 24, 2000 between Repligen and UM, as of the Effective Date, no Third Party holds any license and/or any option for a license and/or the grant of a covenant not to xxx, from UM with respect to the Xxxxxxxx Patent Rights;
(f) as of the Effective Date, no Third Party holds any license and/or any option for a license and/or the grant of a covenant not to xxx, from Repligen with respect to the Xxxxxxxx Patent Rights,
(g) it will not after the Effective Date enter into any agreements, contracts or other arrangements, or relinquish any rights, that would be inconsistent with or in conflict with or in derogation of BMS’s rights and licenses under this Agreement or Licensor’s obligations under this Agreement, except as provided in Section 8.1 and without limiting Section 8.2;
(h) Xxxxx X. Xxxxxxxx (co-inventor of U.S. Patent No. 6,685,941) has assigned all of his rights with respect to the Xxxxxxxx Patent Rights to UM;
(i) Xxxx X. June (co-inventor of U.S. Patent No. 6,685,941) has assigned all of his rights with respect to the Xxxxxxxx Patent Rights to The United States of America as represented by the Secretary of the Navy and/or UM;
(j) Repligen and/or UM has entered into enforceable written agreement(s) with the Na...
Representations and Warranties of Licensor. Licensor represents and warrants to Licensee as of the Effective Date:
Representations and Warranties of Licensor. Licensor represents and warrants to Genomatica as of the Effective Date that:
(a) Licensor is a corporation validly existing and in good standing under the laws of Italy. Licensor has all requisite power and authority to carry on its business and to own and use the assets and properties owned and used by it.
(b) Licensor has all requisite power and authority to execute and deliver this License Agreement and to perform its obligations hereunder. The execution and delivery of this License Agreement by Licensor and the performance by Licensor of its obligations hereunder have been duly and validly authorized by all necessary action on the part of Licensor. This License Agreement has been duly and validly executed and delivered by Licensor and, assuming the due authorization, execution and delivery by Genomatica, constitutes a valid and binding obligation of Licensor enforceable against Licensor in accordance with its terms.
(c) The execution and delivery of this License Agreement by Licensor and the performance by Licensor of its obligations hereunder, does not and will not, as the case may be, (i) conflict with or violate any provision of the Certificate of Incorporation or By-Laws of Licensor, (ii) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract, agreement or arrangement (written or oral), franchise or permit to which Licensor is a party or by which Licensor is bound, (iii) result in the imposition of any lien, claim, charge or encumbrance upon any Licensor Intellectual Property, or (iv) violate any Law applicable to Licensor.
(d) There is no action, suit, proceeding, or material claim or investigation pending or threatened against Licensor, in any court or by or before any governmental authority, or before any arbitrator of any kind, which, if adversely determined, would restrict Licensor’s ability to perform its obligations hereunder. Licensor knows of no basis for any such action, suit, claim, investigation, or proceeding.
(e) Licensor is the exclusive owner of the Licensor Intellectual Property, and it has the right to grant Genomatica the limited license under Article 2.1 and other rights granted in this License Agreement without conflict with the rights of any Third Party, or has secured all necessary and appropriate ...
Representations and Warranties of Licensor. Licensor represents and warrants to the Licensees:
(a) Licensor (i) is a corporation duly organized, validly existing and in good standing under the laws of its incorporating jurisdiction, and (ii) has all requisite corporate power and authority to enter into this Agreement.
(b) This Agreement is a valid and binding obligation of Licensor enforceable in accordance with its terms.
(c) Licensor owns or otherwise has the right to permit the licensing of the Licensor Technology and the Selected Non-Ethanol Technology (as to the applicable Licensee) as contemplated under this Agreement and the exhibits hereto (including the intellectual property rights embodied therein), and the Licensor Technology and the Selected Non-Ethanol Technology (as to the applicable Licensee), and the use thereof as contemplated in this Agreement do not violate or infringe the intellectual property or proprietary rights of any third party; provided that each Licensee’s sole remedy for any breach of this Section 8.2(c) is infringement indemnification pursuant to Section 9.2.
(d) As of the Effective Date, to Licensor’s actual knowledge: (i) there are no pending third party patent applications which, if issued, would cover any of the Licensor Technology or the Selected Non-Ethanol Technology (as to the applicable Licensee); (ii) there are no facts or circumstances which would adversely affect the commercial utility of the Licensor Technology or the Selected Non-Ethanol Technology (as to the applicable Licensee); and (iii) no claims or proceedings against Licensor relating to the Licensor Technology or the Selected Non-Ethanol Technology (as to the applicable Licensee) have been threatened against Licensor. There are no such claims or proceedings pending against Licensor.
Representations and Warranties of Licensor. Licensor represents and warrants to Licensee as follows:
a. Licensor is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite power and authority to own, lease and operate its property and to carry on its business as now being conducted.
b. Licensor has full power and authority to enter into, execute and deliver this Agreement and perform its obligations hereunder. This Agreement has been duly authorized by all necessary corporate action of Licensor. This Agreement has been duly executed and delivered by Licensor and, assuming this Agreement is duly executed and delivered by Licensee, constitutes a valid and legally binding obligation of Licensor enforceable against Licensor in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar laws relating to or affecting creditors’ rights generally, or the availability of equitable remedies.
c. The execution and delivery by Licensor of this Agreement do not, and compliance by Licensor with the provisions of this Agreement will not, conflict with or result in a breach or default under any of the terms, conditions, or provisions of any contract to which Licensor is a party or otherwise bound.
d. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, LICENSOR, ITS DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, CONSULTANTS AND AFFILIATES MAKE NO REPRESENTATIONS AND EXTEND NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND VALIDITY OF THE CLAIMS OF ANY PATENTS ON THE TECHNOLOGY ISSUED OR PENDING, OR FREEDOM OF A PRODUCT THAT EMBODIES TECHNOLOGY FROM INFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS, THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE. IN NO EVENT SHALL LICENSOR, ITS TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES, AND AFFILIATES BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO ECONOMIC DAMAGE OR INJURY TO PROPERTY AND LOST PROFITS, WHETHER LICENSOR SHALL BE ADVISED, SHALL HAVE OTHER REASON TO KNOW, OR IN FACT SHALL KNOW OF THE POSSIBILITY OF THE FOREGOING. LICENSOR REPRESENTS AND WARRANTS IN RESPECT TO THE PATENT RIGHTS HAT IT HAS LEGAL RIGHT TO EXTEND THE RIGHTS TO LICENSEE, AND THAT IT HAS NOT MADE AND WILL NOT MAKE ANY COMMITMENTS TO OTHERS INCONSISTENT WIT...
Representations and Warranties of Licensor. Except as provided for or otherwise described in this Agreement, Licensor represents and warrants to Licensee as follows:
7.1.1 As of the Effective Date, Licensor is the owner of all Patent Rights and Technical Information licensed in this Agreement in existence as of the Effective Date.
7.1.2 As of the Effective Date, Licensor has all requisite power and authority to enter into and execute this Agreement, to grant the licenses provided herein and to perform its obligations hereunder.
7.1.3 This Agreement constitutes a legal, valid and binding obligation of Licensor, enforceable against Licensor in accordance with its terms.
7.1.4 Licensor has not entered into any agreement with third parties that would conflict with the terms and conditions herein. Neither the execution and delivery of this Agreement nor the performance by Licensor of any of its obligations hereunder will conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, the Articles of Incorporation or By-Laws of Licensor, as amended.
7.1.5 No royalties or fees have been paid by Licensor to other persons by reason of its ownership of the Patent Rights or Technical Information.
7.1.6 As of the Effective Date there is no pending or, to the actual knowledge of Licensor, threatened claim, litigation or rendered decision, judgment or holding against Licensor concerning: (i) any claims of ownership by Licensor to any of the Patent Rights or Technical Information; (ii) the validity, registrability or enforceability of any intellectual property rights of Licensor associated with any of the Patent Rights or Technical Information; (iii) the license of any Patent Rights or Technical Information to Licensee; or (iv) that the Commercial manufacture, use or sale of any Licensed Product violates the intellectual property rights of any other person.
7.1.7 The documentation relating to the Technical Information to be transferred and disclosed by Licensor to Licensee pursuant to this Agreement will constitute actual Technical Information used by Licensee prior to the Effective Date.
Representations and Warranties of Licensor. (a) Licensor represents and warrants that Licensee is a limited liability company duly organized and validly existing and in good standing under the laws of California, that the execution and performance of the Agreement have been duly authorized and that this Agreement will constitute a valid and binding obligation of Licensor. Licensor further represents and warrants that the execution and performance of this Agreement by Licensor will not violate the terms of any other contract or arrangement to which Licensor is a party or by which it is bound, and will not violate any applicable law, statute, treaty or regulation.
(b) Licensor represents and warrants to Licensee that Licensor has the right to grant the licenses and rights granted herein and that, to Licensor's best knowledge, the System does not infringe any copyright, service xxxx, trademark, patent, trade secret or other proprietary right of any third party and that no claim has been made or is pending against Licensor relative to the System alleging infringement or misappropriation of any intellectual property right.
(c) THE WARRANTIES OF LICENSOR CONTAINED IN THIS PARAGRAPH 10.2 ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. LICENSOR DOES NOT GUARANTY THE COMPLETENESS OR ACCURACY OF THE SYSTEM OR ANY INFORMATION OR OTHER RESULTS GENERATED BY THE SYSTEM.
(d) Licensor shall defend any action brought against Licensee to the extent such action is based on a claim that the use of the System directly infringes any service xxxx, trademark, copyright or patent of a third party (an "Infringement Action"), and Licensor shall pay any and all costs, expenses and damages awarded against Licensee in any Infringement Action provided that (i) Licensor's obligation hereunder are expressly conditioned on prompt notification from Licensee of any threat or claim of any Infringement Action (and all claims relating thereto); (ii) Licensor shall have sole control of the defense and all negotiations, settlement or compromise of any Infringement Action, and Licensee shall compensate with Licensor in such defense, and (iii) Licensor shall not be obligated hereunder to the extent that any such Infringement Action is based on any modification or alteration made by Licensee to the System or any element or part thereof. THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF LICENSOR AND THE EXCLUSIVE REMEDY OF LICENS...
Representations and Warranties of Licensor. As an inducement to, and to obtain the reliance of LICENSEE, LICENSOR represents and warrants as follows:
