Common use of Sufficiency of License Grants Clause in Contracts

Sufficiency of License Grants. (i) Except as set forth on Schedule 10.2(b)(i) hereto, the Affymax Patents, Affymax House Marks and Product Trademark are not subject to any encumbrance, lien or claim or ownership by any Third Party that is inconsistent with the rights and (sub)licenses granted to Takeda hereunder; (ii) Except as set forth on Schedule 10.2(b)(ii) hereto, Affymax owns or possesses adequate right, title and interest in any Affymax Patents, Affymax House Marks and Product Trademark to grant the license thereto to Takeda as provided in Article 6; (iii) No claim or litigation has been brought or, to the knowledge of Affymax, is threatened to be brought, by any person or entity alleging that (A) any of the Affymax Patents, Affymax House Marks and Product Trademark in the Licensed Territory is invalid or unenforceable, or (B) practice of any of the Affymax Technology and the use of Affymax House Marks and the Product Trademark in the Licensed Territory infringes or otherwise conflicts or interferes with any intellectual property or proprietary right of any Third Party; (iv) To the knowledge of Affymax, prior to the Effective Date, no Third Party has infringed or misappropriated any Affymax Technology, Affymax House Marks or the Product Trademark by making, using, importing, offering for sale or selling the Product, Hematide[*] or any product containing the Peptide or [*], and, as of the Effective Date, there is no actual or threatened infringement or misappropriation of the Affymax Technology, Affymax House Marks or the Product Trademark by any Third Party by making, using, importing, offering for sale or selling the Product, Hematide[*] or any product containing the Peptide [*]; (v) Except as set forth on Schedule 10.2(b)(v), to the knowledge of Affymax, neither (A) Takeda's exercise of its rights hereunder with respect to the Affymax Technology, Affymax House Marks and Product Trademark, nor (B) Affymax's or Takeda's Development or Commercialization of the Product in the Field and the Licensed Territory, shall infringe any Patent or other intellectual property right or other proprietary right of any Third Party; (vi) This Agreement is consistent with all of the Third Party License Agreements in all respects and does not conflict with, violate, breach or otherwise give rise to a default by Affymax under, any term of each of the Third Party License Agreement; (vii) Affymax has obtained any and all consents, if any, required from Third Parties for Affymax to enter into this Agreement and to grant to Takeda the licenses and other rights provided herein and has provided a copy of such consents to Takeda; (viii) Affymax owns or possesses adequate right, title and interest in the Affymax Know-How to grant the license thereto to Takeda as provided in Article 6; (ix) Exhibit I sets forth all license agreements existing as of the Effective Date to which Affymax is a party and under which Affymax has obtained a license from certain Third Parties relating to inventions necessary or useful for Development or Commercialization of the Product, the Peptide, Hematide [*] in the Field and the Licensed Territory; and (x) Exhibit I and Exhibit N set forth all payment obligation relating to the Existing Third Party License Agreement for which Takeda shall be obligated to bear.

Sufficiency of License Grants. (i) Except as set forth on Schedule 10.2(b)(i) hereto, the Affymax Patents, Affymax House Marks and Product Trademark are not subject to any encumbrance, lien or claim or ownership by any Third Party that is inconsistent with the rights and (sub)licenses granted to Takeda hereunder;; [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. (ii) Except as set forth on Schedule 10.2(b)(ii) hereto, Affymax owns or possesses adequate right, title and interest in any Affymax Patents, Affymax House Marks and Product Trademark to grant the license thereto to Takeda as provided in Article 6; (iii) No claim or litigation has been brought or, to the knowledge of Affymax, is threatened to be brought, by any person or entity alleging that (A) any of the Affymax Patents, Affymax House Marks and Product Trademark in the Licensed Territory is invalid or unenforceable, or (B) practice of any of the Affymax Technology and the use of Affymax House Marks and the Product Trademark in the Licensed Territory infringes or otherwise conflicts or interferes with any intellectual property or proprietary right of any Third Party; (iv) To the knowledge of Affymax, prior to the Effective Date, no Third Party has infringed or misappropriated any Affymax Technology, Affymax House Marks or the Product Trademark by making, using, importing, offering for sale or selling the Product, Hematide[*[ * ] or any product containing the Peptide or [*[ * ], and, as of the Effective Date, there is no actual or threatened infringement or misappropriation of the Affymax Technology, Affymax House Marks or the Product Trademark by any Third Party by making, using, importing, offering for sale or selling the Product, Hematide[*[ * ] or any product containing the Peptide [*[ * ]; (v) Except as set forth on Schedule 10.2(b)(v), to the knowledge of Affymax, neither (A) Takeda's ’s exercise of its rights hereunder with respect to the Affymax Technology, Affymax House Marks and Product Trademark, nor (B) Affymax's ’s or Takeda's ’s Development or Commercialization of the Product in the Field and the Licensed Territory, shall infringe any Patent or other intellectual property right or other proprietary right of any Third Party; (vi) This Agreement is consistent with all of the Third Party License Agreements in all respects and does not conflict with, violate, breach or otherwise give rise to a default by Affymax under, any term of each of the Third Party License Agreement; (vii) Affymax has obtained any and all consents, if any, required from Third Parties for Affymax to enter into this Agreement and to grant to Takeda the licenses and other rights provided herein and has provided a copy of such consents to Takeda; (viii) Affymax owns or possesses adequate right, title and interest in the Affymax Know-How to grant the license thereto to Takeda as provided in Article 6; (ix) Exhibit I sets forth all license agreements existing as of the Effective Date to which Affymax is a party and under which Affymax has obtained a license from certain Third Parties relating to inventions necessary or useful for Development or Commercialization of the Product, the Peptide, Hematide [*[ * ] in the Field and the Licensed Territory; and (x) Exhibit I and Exhibit N set forth all payment obligation relating to the Existing Third Party License Agreement for which Takeda shall be obligated to bear. [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

Sufficiency of License Grants. (i) i. Except as set forth on Schedule 10.2(b)(i) hereto, the Affymax Patents, Affymax House Marks and Product Trademark Rhizen Patents are not subject to any encumbrance, lien or claim or ownership by any Third Party that is inconsistent with the rights and (sub)licenses granted to Takeda TGTX hereunder; (ii) . Except as set forth on Schedule 10.2(b)(ii) hereto, Affymax Rhizen owns or possesses adequate right, title and interest in any Affymax Patents, Affymax House Marks and Product Trademark Rhizen Patents to grant the license thereto to Takeda TGTX as provided in Article 6; (iii) . No claim or litigation has been brought or, to the knowledge of AffymaxRhizen, is threatened to be brought, by any person or entity alleging that (A) any of the Affymax Patents, Affymax House Marks and Product Trademark Rhizen Patents in the Licensed Territory is invalid or unenforceable, or (B) practice of any of the Affymax Rhizen Technology and the use of Affymax House Marks and the Product Trademark in the Licensed Territory infringes or otherwise conflicts or interferes with any intellectual property or proprietary right of any Third Party; (iv) . To the knowledge of AffymaxRhizen, prior to the Effective Date, no Third Party has infringed or misappropriated any Affymax Technology, Affymax House Marks or the Product Trademark Rhizen Technology by making, using, importing, offering for sale or selling the Product, Hematide[*] or any product containing the Peptide or [*], Product and, as of the Effective Date, there is no actual or threatened infringement or misappropriation of the Affymax Technology, Affymax House Marks or the Product Trademark Rhizen Technology by any Third Party by making, using, importing, offering for sale or selling the Product, Hematide[*] or any product containing the Peptide [*]; (v) v. Except as set forth on Schedule 10.2(b)(v), to the knowledge of AffymaxRhizen, neither (A) Takeda's TGTX’s exercise of its rights hereunder with respect to the Affymax Rhizen Technology, Affymax House Marks and Product Trademark, nor (B) Affymax's Rhizen’s or Takeda's TGTX’s Development or Commercialization of the Product in the Field and the Licensed Territory, shall infringe any valid and enforceable Patent or other intellectual property right or other proprietary right of any Third Party; (vi) . This Agreement is consistent with all of the Third Party License Agreements in all respects and does not conflict with, violate, breach or otherwise give rise to a default by Affymax Rhizen under, any term of each of the Third Party License Agreement; (vii) Affymax . Rhizen has obtained any and all consents, if any, required from Third Parties for Affymax Rhizen to enter into this Agreement and to grant to Takeda TGTX the licenses and other rights provided herein and has provided a copy of such consents to TakedaTGTX; (viii) Affymax . Rhizen owns or possesses adequate right, title and interest in the Affymax Rhizen Know-How to grant the license thereto to Takeda TGTX as provided in Article 6; (ix) Exhibit I sets forth all license agreements existing as of the Effective Date to which Affymax is a party and under which Affymax has obtained a license from certain Third Parties relating to inventions necessary or useful for Development or Commercialization of the Product, the Peptide, Hematide [*] in the Field and the Licensed Territory; and (x) Exhibit I and Exhibit N set forth all payment obligation relating to the Existing Third Party License Agreement for which Takeda shall be obligated to bear.

Sufficiency of License Grants. (i) i. Except as set forth on Schedule 10.2(b)(i) hereto, to NOVIMMUNE’s best knowledge at the Affymax Patents, Affymax House Marks Effective Date the NOVIMMUNE Product Patents and Product Trademark NOVIMMUNE Platform Patents are not subject to any encumbrance, lien or claim or ownership by any Third Party that is inconsistent with the rights and (sub)licenses granted to Takeda TGTX hereunder; (ii) . Except as set forth on Schedule 10.2(b)(ii) hereto, Affymax NOVIMMUNE owns or possesses adequate right, title and interest in any Affymax Patents, Affymax House Marks NOVIMMUNE Product Patents and Product Trademark NOVIMMUNE Platform Patents to grant the license licenses thereto to Takeda TGTX as provided in Article 6; (iii) . No claim or litigation has been brought or, to NOVIMMUNE’s best knowledge at the knowledge of AffymaxEffective Date, is threatened to be brought, by any person or entity alleging that (A) any of the Affymax Patents, Affymax House Marks and NOVIMMUNE Product Trademark Patents or NOVIMMUNE Platform Patents in the Licensed Territory is invalid or unenforceable, or (B) practice of any of the Affymax Technology and the use of Affymax House Marks and the NOVIMMUNE Product Trademark Patents or NOVIMMUNE Platform Patents for making, using or selling a Product in the Licensed Territory infringes or otherwise conflicts or interferes with any intellectual property or proprietary right of any Third Party; (iv) . To the NOVIMMUNE’s best knowledge of Affymax, prior to at the Effective Date, no Third Party has infringed or misappropriated any Affymax Technology, Affymax House Marks NOVIMMUNE Product Patents or the Product Trademark NOVIMMUNE Platform Patents by making, using, importing, offering for sale or selling the Product, Hematide[*] or any product containing the Peptide or [*], Product and, as of the Effective Date, there is no actual or threatened infringement or misappropriation of the Affymax Technology, Affymax House Marks NOVIMMUNE Product Patents or the Product Trademark NOVIMMUNE Platform Patents by any Third Party by making, using, importing, offering for sale or selling the Product, Hematide[*] or any product containing the Peptide [*]; (v) v. Except as set forth on Schedule 10.2(b)(v), to the knowledge of AffymaxNOVIMMUNE, neither (A) Takeda's TGTX’s exercise of its rights hereunder with respect to the Affymax NOVIMMUNE Technology, Affymax House Marks and Product Trademark, nor (B) Affymax's or Takeda's TGTX’s Development or Commercialization of the Product in the Field and the Licensed Territory, shall infringe any valid and enforceable Patent or other intellectual property right or other proprietary right of any Third Party; (vi) . This Agreement is consistent with all of the Novimmune’s Third Party License Agreements license agreements in all respects and does not conflict with, violate, breach or otherwise give rise to a default by Affymax NOVIMMUNE under, any term of each any of the Novimumme’s Third Party License Agreementlicense agreements; (vii) Affymax has obtained any and all consents, if any, required from Third Parties for Affymax to enter into this Agreement and to grant to Takeda the licenses and other rights provided herein and has provided a copy of such consents to Takeda; (viii) Affymax . NOVIMMUNE owns or possesses adequate right, title and interest in the Affymax NOVIMMUNE Know-How to grant the license thereto to Takeda TGTX as provided in Article 6; (ix) Exhibit I sets forth all license agreements existing as of the Effective Date to which Affymax is a party and under which Affymax has obtained a license from certain Third Parties relating to inventions necessary or useful for Development or Commercialization of the Product, the Peptide, Hematide [*] in the Field and the Licensed Territory; and (x) Exhibit I and Exhibit N set forth all payment obligation relating to the Existing Third Party License Agreement for which Takeda shall be obligated to bear.