To Licensor’s Knowledge Sample Clauses
The "To Licensor’s Knowledge" clause limits the representations and warranties made by the licensor to only those facts and circumstances that the licensor actually knows or should reasonably know. In practice, this means that if the licensor makes a statement about the intellectual property being free of infringement, that statement is only guaranteed to the extent of the licensor’s actual or constructive knowledge at the time of the agreement. This clause serves to protect the licensor from liability for unknown issues, ensuring that they are not held responsible for matters outside their awareness or reasonable investigation.
To Licensor’s Knowledge the Existing Patents are being diligently prosecuted in the respective patent offices in accordance with Applicable Laws. The Existing Patents have been filed and maintained properly and correctly and all applicable fees have been paid on or before the due date for payment prior to the Execution Date.
To Licensor’s Knowledge each of the Existing Patents properly identifies each and every inventor of the claims thereof as determined in accordance with the laws of the jurisdiction in which such Existing Patent is issued or such application is pending.
To Licensor’s Knowledge. (i) there are no disputes under any [Acquired Contract]; (ii) during the twenty-four (24) months prior to the date of this Agreement, neither Licensor nor any of its Affiliates has received any notice that any party to any of the Acquired Contracts intends to cancel or terminate any Acquired Contract; and (iii) no party to any [Acquired Contract] has taken any action that would cause any Acquired Contract to terminate or fail to renew.
To Licensor’s Knowledge. Licensor has not withheld from Licensee any information with respect to the Licensed Technology that would be reasonably likely to result in a Material Adverse Impact on the Development, Manufacture, or Commercialization of the Licensed Product in the Territory as contemplated under this Agreement. To Licensor’s Knowledge, (a) true, complete, and correct copies of all portions of Regulatory Documentation that has been requested by Licensee have been provided or made available to Licensee prior to the Effective Date and (b) all other the information provided by Licensor to Licensee regarding the Licensed Technology is true, correct and complete in all material respects.
To Licensor’s Knowledge. Licensor has the right to use all Licensor Know-How and Licensor Patents existing as of the Execution Date that are necessary to conduct the Initial Development Activities, and the Development or Commercialization of the Initial Licensed Compound or the Licensed Products containing the Initial Licensed Compound as contemplated herein is not subject as of the Execution Date to any other license or agreement to which Licensor or any of its Affiliates is a party other than the Dartmouth Agreement and the UT Agreement.
To Licensor’s Knowledge the conduct of the Initial Development Activities, Manufacturing of the Licensed Product containing the Initial Licensed Compound (in the same formulation as it exists as of the Execution Date and using the same process as that used as of the Execution Date), and Licensee’s Commercialization of the Licensed Products containing the Initial Licensed Compound as contemplated herein will not infringe any Patents or other intellectual property or propriety right of any Person.