Representations and Warranties of Sepracor Sample Clauses

Representations and Warranties of Sepracor. Sepracor represents and warrants to GSK that, as of the Effective Date: (a) it has the full right and authority to grant the rights and licenses provided herein; (b) Sepracor is the exclusive owner of all right, title and interest in the Sepracor Patents listed in Schedule 1.44. To the best of Sepracor’s knowledge, the issued claims in the Sepracor Patents listed in Schedule 1.44 are valid and enforceable, and the patent applications have been duly filed; (c) to the best of Sepracor’s knowledge, neither the development, use, sale or import of the Product in the GSK Territory, as currently being manufactured and commercialized in the Sepracor Territory, infringes any Third Party’s valid patents or constitutes a misappropriation of a Third Party’s trade secrets or other intellectual property rights. For purposes of this Section 16.2(c) and Section 16.2(d) below, the phrase “to the best of Sepracor’s knowledge” means the actual knowledge of the attorneys in Sepracor’s legal department and the members of Sepracor’s corporate senior management team; (d) to the best of Sepracor’s knowledge, in the GSK Territory, there is no Third Party infringing any of the Sepracor Patents or misappropriating Sepracor Know-How in derogation of the rights granted to GSK in this Agreement with respect to the Product; (e) Sepracor is the exclusive owner of all right, title and interest in the Product Trademarks. The Product Trademarks are available for valid registration, or have been validly registered, by Sepracor in all the Major Markets except as set forth on Schedule 16.2(g); (f) it has not previously granted any right, license or interest in or to the Sepracor Technology, or any portion thereof, or the Product Trademarks, or any confusing similar trademarks, that is in conflict with the rights or licenses granted to GSK under this Agreement; (g) except as set forth on Schedule 16.2(g), there are no actual or to the best of Sepracor’s knowledge, threatened, anticipated, pending or alleged actions, suits, claims, interference proceedings or governmental investigations in the GSK Territory involving the Product, Sepracor Technology or the Product Trademarks by or against Sepracor, or any of its Affiliates; (h) to Sepracor’s knowledge, there is no actual, pending, alleged or threatened product liability action nor intellectual property right litigation in relation to the Product, all the foregoing being applicable for the GSK Territory; (i) to Sepracor’s knowledge, there is no a...
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Representations and Warranties of Sepracor. Further to its representations and warranties pursuant to Section 8.2.4 (Representations of Sepracor Regarding Additional Trademarks), Sepracor represents and warrants to Nycomed that, in all cases referred to in Sections 13.2.1 to 13.2.5 below as of the Effective Date:
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Representations and Warranties of Sepracor. Sepracor hereby makes the following representations and warranties to ACADIA:
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Representations and Warranties of Sepracor. Sepracor represents and warrants that: (a) It has not previously granted, and will not grant to any third party during the term of this Agreement, any rights, licenses or options with respect to Product, Sepracor Patent Rights or Sepracor Technical Information that are inconsistent with the rights and licenses granted to Xxxxxxx herein. (b) It is a corporation, duly organized and validly existing and in good standing under the laws of Delaware, and is duly qualified and authorized to do business wherever the nature of its activities or properties requires such qualification or authorization. (c) Except as provided in Exhibit 9.2(c) hereto, no consent of any trustee or holder of any of its indebtedness or any other third party is or shall be required as a condition to the validity of this Agreement. (d) It is the sole and exclusive owner of the Sepracor Patent Rights and Sepracor Technical Information, and no other person, corporate or other private entity, or governmental entity or subdivision thereof, has or shall have any claim of ownership therein.
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Related to Representations and Warranties of Sepracor

  • REPRESENTATIONS AND WARRANTIES OF SPAC SPAC hereby represents and warrants to each Company Shareholder and the Company during the Exclusivity Period as follows:

  • REPRESENTATIONS AND WARRANTIES OF SELLER Seller represents and warrants to Buyer as follows:

  • Representations and Warranties of Sponsor The Sponsor represents and warrants to, and agrees with, the Investor that:

  • Representations and Warranties of XXXX XXXX hereby represents and warrants to the Seller and the Servicer as of the Initial Closing Date and each Subsequent Closing Date:

  • REPRESENTATIONS AND WARRANTIES OF SELLERS Sellers represent and warrant to Buyer as follows:

  • Representations and Warranties of Vendor Vendor represents and warrants that the following shall be true and correct as of the effective date of this Agreement and shall continue to be true and correct during the Term of this Agreement:

  • Representations and Warranties of Xxxxx Xxxxx represents and warrants to Spruce that, as of the Effective Date: (a) it has the full right, power and authority to enter into this Agreement, to grant the rights and licenses granted under Articles 2 and 3, and its execution of this Agreement, the fulfillment of its obligations and performance of its activities hereunder do not conflict with, violate, or breach or constitute a default under any material contractual obligation or court or administrative order by which Lilly is bound; (b) to the knowledge of Lilly, there are no legal claims, judgments or settlements against or owed by Lilly or any of its Affiliates, threatened or pending legal claims or litigation, in each case relating to the Licensed Patents; (c) all necessary consents, approvals and authorizations of all government authorities and other persons required to be obtained by Lilly as of the Effective Date in connection with the execution, delivery and performance of this Agreement have been obtained; (d) it is the owner or exclusive licensee of or otherwise Controls the right, title and interest in and to the Licensed Patents and related Licensed Know-How, and has the right to grant to Spruce the licenses that it purports to grant hereunder and has not granted any Third Party rights that would interfere or be inconsistent with Spruce’s rights hereunder; (e) the Licensed Patents and Licensed Know-How are not subject to any existing royalty or other payment obligations to any Third Party; (f) it has disclosed to Spruce a complete and accurate record of all material information and data relating to the results of all pre-clinical and clinical studies on Licensed Products or the Licensed Compound, conducted by or on behalf of Lilly or any of its Affiliates or otherwise known to Lilly, including, without limitation, the status and interim results of all ongoing clinical and preclinical studies, and the clinical development and Regulatory Application and Regulatory Approval activities undertaken to date, and all such information and data is complete and accurate in all material respects; (g) neither it nor any of its Affiliates has been debarred or is subject to debarment; (h) it has the authority to bind its Affiliates to the terms of this Agreement, as applicable, and to grant the rights and licenses granted on behalf of its Affiliates as set forth herein; (i) all documents required to be filed and all payments required to be made in order to prosecute and maintain each Patent in the Licensed Patents have been filed or made, as the case may be, in a timely manner, and no action has been taken that would constitute waiver, abandonment or any similar relinquishment of such rights; (j) the Licensed Patents constitute all Patents owned by or licensed to Lilly or any of its Affiliates that contain one or more claims covering any Licensed Product or Licensed Compound, or the composition of matter, method of use or manufacture thereof; (k) neither Lilly nor any of its Affiliates is or has been a party to any agreement with any U.S. Governmental Authority pursuant to which any U.S. Governmental Authority provided funding for the Development of any Licensed Compound or any Licensed Product, and the inventions claimed or covered by the Existing Patents are not a “subject invention” as that term is described in 35 U.S.C. Section 201(f); and (l) neither Lilly nor any of its Affiliates, nor any of its or their respective officers, employees, or agents has made an untrue statement of material fact or fraudulent statement to the FDA or any other Regulatory Authority with respect to the Development of any Licensed Compound or Licensed Product, failed to disclose a material fact required to be disclosed to the FDA or any other Regulatory Authority with respect to the Development of any Licensed Compound or any Licensed Product, or committed an act, made a statement, or failed to make a statement with respect to the Development of any Licensed Compound or Licensed Product that could reasonably be expected to provide a basis for the FDA to invoke its policy respecting “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities”, set forth in 56 Fed. Reg. 46191 (September 10, 1991) and any amendments thereto or any analogous laws or policies in any other country.

  • REPRESENTATIONS AND WARRANTIES OF XXXXXX Xxxxxx hereby represents and warrants to the Xxxxxx Group that (a) Xxxxxx has the power and authority to enter into this Agreement and the Xxxxxx Assignment and to carry out his obligations hereunder and thereunder, (b) the execution and delivery of this Agreement and the Xxxxxx Assignment by Xxxxxx has been duly authorized by all necessary action on the part of Xxxxxx and no other proceedings on the part of Xxxxxx are necessary to authorize this Agreement or the Xxxxxx Assignment, (c) this Agreement has been duly executed and delivered by Xxxxxx and constitutes a valid and binding obligation of Xxxxxx, and, assuming this Agreement constitutes a valid and binding obligation of the Xxxxxx Group, is enforceable against Xxxxxx in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity), (d) the Xxxxxx Assignment has been duly executed and delivered by Xxxxxx and constitutes a valid and binding obligation of Xxxxxx, and, assuming the Xxxxxx Assignment constitutes a valid and binding obligation of Splitco, is enforceable against Xxxxxx in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity), (e) neither the execution, delivery or performance of this Agreement or the Xxxxxx Assignment by Xxxxxx constitutes a breach or violation of, or conflicts with any provision of any material agreement to which Xxxxxx is a party, and (f) none of such material agreements would impair in any material respect the ability of Xxxxxx to perform his obligations hereunder or thereunder.

  • Representations and Warranties of Contractor Contractor represents and warrants to Company the following:

  • Representations and Warranties of ALPS ALPS represents and warrants to the Trust that: (a) It is duly organized and existing as a corporation and in good standing under the laws of the State of Colorado. (b) It is empowered under applicable laws and by its Articles of Incorporation and By-laws to enter into and perform this Agreement. (c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (d) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement in accordance with industry standards.

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