Representations of Licensor. Licensor represents and warrants to Licensee as follows.
(a) Licensor is a corporation duly organized under the laws of the State of Delaware, and has all requisite legal and corporate power and authority to carry on its business and to perform its obligations under this Agreement. All action on the part of Licensor necessary for the execution and delivery of this Agreement and the performance of Licensor's obligations under this Agreement has been taken. The person(s) executing this Agreement on behalf of Licensor have all necessary corporate powers and have been duly authorized by Licensor to execute, and deliver this Agreement on its behalf. This Agreement constitutes a valid and binding obligation of Licensor, enforceable in accordance with its terms. Except as have been or will be obtained by Licensor and except for Product Registrations, no permit, consent, approval or authorization of, or declaration to or filing with, any person, party or governmental authority is required in connection with the delivery, consummation, or performance by Licensor of this Agreement.
(b) The execution, delivery and performance of this Agreement by Licensor will not, with or without notice or the passage of time or both, result in any violation of, be in conflict with or constitute a default under any material contract, obligation or commitment to which Licensor is a Party or by which it is bound, or, to the best knowledge of Licensor, any statute, rule or governmental regulation applicable to Licensor.
(c) Licensor and ICN Pharmaceuticals, Inc. own or control under valid licenses with the right of sublicense all right, title and interest in and to the Licensed Patents and Licensed Technology. As of the Effective Date of this Agreement, to the best knowledge of Licensor, there are no adverse actions, suits, or claims pending or threatened against Licensor in any court or by or before any governmental body or agency with respect to the Licensed Technology or the Licensed Patents and, to the best knowledge of Licensor, there are no Third Party patents which might give rise to such actions, suits or claims. EXCEPT AS SET FORTH IN SECTIONS 8.1(A) THROUGH (C), LICENSOR MAKES NO WARRANTY CONCERNING THE LICENSED PATENTS, THE LICENSED TECHNOLOGY OR THE PRODUCTS INCLUDING THE FOLLOWING: (I) ANY EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH REGARD TO THE PRODUCTS; (II) ANY WARRANTY AS TO THE VALIDITY OR SCOPE OF THE LICENSED PATENTS, OR...
Representations of Licensor. (a) Licensor shall not amend, restate, alter, waive or otherwise change any of the terms and conditions of any License Agreement without the prior written approval of Licensee, other than pursuant to a Permitted Amendment.
(b) Licensor represents that, the Matritech Patent Rights, Matritech Trademark Rights, MIT Patent Rights, and the intellectual property that is the subject of the Xxxxxx License Agreement, are the only intellectual property rights Licensor owns or has the right to use under any written license agreement that relate to the Licensed Products.
Representations of Licensor. Licensor represents and warrants to Licensee as follows, and acknowledges that Licensee is relying on such representations and warranties in entering into this Agreement and the transactions contemplated hereby:
(a) Licensor has all requisite corporate power and authority to execute and deliver this Agreement and to perform all of its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by its Board of Directors and the stockholders of Licensor. No other corporate or shareholder proceedings on the part of Licensor are or will be necessary to authorize such documents or to consummate the transactions contemplated hereby. This Agreement, when executed and delivered as contemplated herein or therein, will be duly and validly authorized, executed and delivered, and will be valid and binding obligations of Licensor enforceable in accordance with its terms, except (1) as may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting the enforcement of creditors’ rights generally, (2) as may be limited by any applicable laws relating to the availability of specific performance, injunctive relief or other equitable remedies, and (3) as may be limited by public policy
(b) Licensor is the sole legal and beneficial owner of the Technology and the Trademarks free and clear of all liens, charges, encumbrances and security interests, with good and marketable title thereto
(c) Licensor has the right, power and authority to grant the License to Licensee
(d) Licensor is not aware of any violation, infringement or misappropriation of any third party's rights (or any claim thereof) by the ownership, development, manufacture, sale or use of the Technology (or any portion thereof);
(e) The use of the Technology and the Trademarks by Licensor has never given rise to any complaint alleging infringement of any patent, trademarks or other intellectual property rights of any other person;
(f) Licensor were not acting within the scope of employment of any third party when conceiving, creating or otherwise performing any activity with respect to the Technology (or any portion thereof);
(g) Licensor are not aware of any questions or challenges with respect to the patentability or validity of any claims of any Intellectual Property relating to the Technology (or an...
Representations of Licensor. The Licensor represents and warrants that it is the sole and exclusive owner of the entire right, title and interest in and to the above-mentioned [insert country] Letters Patent, and that it has the right to grant the exclusive right, license and privilege granted in this agreement; that it has executed no agreement in conflict with this agreement; and that it has not granted to any other person, firm or corporation any right, license, shop-right, or privilege granted under this agreement.
Representations of Licensor. Licensor hereby represents and warrants to Licensee as follows:
Representations of Licensor. Licensor represents as follows: ---------------------------
(i) Licensor has been duly incorporated and organized and is validly existing in good standing under the laws of the State of Nevada.
(ii) Licensor has Corporate power and authority to enter into and perform this Agreement.
(iii) This Agreement has been duly authorized by all necessary corporate action on the part of Licensor and has been duly executed and delivered by Licensor.
(iv) Licensor is the lawful owner of the Trademarks and has the right, power and authority to grant the rights granted to Licensee hereunder.
(v) Licensor has entered into no other agreement or contract and is not subject to any order, decree or ruling, which would prohibit Licensor from performing its obligations under this Agreement.
Representations of Licensor. Licensor represents and warrants that: (a) it owns outright all marketable and other title to the Trademarks, free and clear of all liens, security interests, encumbrances, and/or any other transfer of rights; (b) it is not currently a party to any agreement which grants any other party the right to use the Trademarks in the Territory; (c) to Licensor’s knowledge, the use of the Trademarks does not infringe upon any trademark owned by any Third Party (as defined in the L&C Agreement) in the Territory; and (d) Licensor has full power and authority to enter into this Agreement, to perform its obligations hereunder and to grant the rights it grants herein.
Representations of Licensor. Licensor hereby represents and warrants to BioLine that, (i) to the best of its knowledge, by virtue of assignment from UdeM, it has sole and exclusive ownership of the Licensed Patents and/or patent applications listed in Exhibit B attached hereto; (ii) no rights in or to the Invention and/or the Licensed Patents have been granted to a third party that are in force and valid as of the Effective Date and that are inconsistent with the rights granted to BioLine under this Agreement; (iii) to the best of its knowledge, it has the right to grant the license granted under this Agreement free and clear of liens, encumbrances and security interests and, to its best knowledge, third party claims; (iv) it will not transfer, assign, grant rights to, sell, lease or otherwise dispose of or encumber the Invention and/or the Licensed Patents other than as may be expressly permitted herein; and (v) it has not been notified of any legal claims, demands, threats or proceeding in writing or otherwise of any sort by any third party against the Licensor contesting the ownership or validity of the Invention and/or any of the Licensed Patents, or claiming that the practice of the Invention and/or any of the Licensed Patents in the manner contemplated by this Agreement would infringe the rights of such third party and, to the best of our knowledge without having conducted a complete due diligence on the matter, nor any reason to expect the same.
Representations of Licensor. Licensor represents as follows: ---------------------------
Representations of Licensor. Licensor hereby covenants, represents, and warrants to Licensee as follows:
(a) There are no liens, mortgages, commitments, obligations and encumbrances of any kind or any nature whatsoever against the Licensed Patent Rights;
(b) There are no outstanding options, licenses or agreements of any kind relating to the Licensed Patent Rights conflicting with the rights granted to Licensee under this Agreement.
(c) Licensor has full power and authority to enter into this Agreement and to grant the rights, licenses and privileges granted herein and can perform as set forth in this Agreement without violating the terms of any agreement that Licensor has with any third party; and
