Common use of UABRF Clause in Contracts

UABRF. UABRF makes the following representations and warranties to the Licensee. (a) UABRF is a non-profit corporation, duly incorporated, validly existing and in good standing under the laws of the State of Alabama. (b) UABRF has all necessary corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. (c) The execution, delivery and performance of this Agreement by UABRF does not conflict with or contravene its governing documentation, nor will the execution, delivery and performance of this Agreement by UABRF conflict with or result in a breach of, or entitle any party thereto to terminate, an agreement or instrument to which UABRF is a party, or by which any of UABRF’s assets or properties are bound. (d) This Agreement has been duly authorized, executed and delivered by UABRF and constitutes a legal, valid and binding agreement of UABRF, enforceable against UABRF in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting creditors’ rights generally. (e) UABRF has the right to grant the license under this Agreement. (f) To UABRF’s best knowledge and based upon information and representations and warranties made to it by its inventor(s) and by Texas Biomed to it, UABRF and Texas Biomed own all right, title and interest in the Licensed Patents and there have been no claims made against UABRF or Texas Biomed asserting the invalidity or non-enforceability of, or with respect to the Licensed Patents, and UABRF is not aware that any such claims exist. (g) UABRF has, with respect to UAB and Texas Biomed, sufficient rights from those parties to grant the exclusive license contemplated herein, and no additional compensation or obligations will be required by Licensee for the rights granted herein and obligations made by UABRF herein, other than those set out in this Agreement. UABRF and Texas Biomed have properly executed the Interinstitutional Agreement covering management and disposition of the Licensed patents between them, and UABRF shall maintain this Agreement in full force and effect throughout the term of this Agreement.

UABRF. UABRF makes the following representations and warranties to the Licensee. (a) UABRF is a non-profit corporation, duly incorporated, validly existing and in good standing under the laws of the State of Alabama. (b) UABRF has all necessary corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. (c) The execution, delivery and performance of this Agreement by UABRF does not conflict with or contravene its governing documentation, nor will the execution, delivery and performance of this Agreement by UABRF conflict with or result in a breach of, or entitle any party thereto to terminate, an agreement or instrument to which UABRF is a party, or by which any of UABRF’s assets or properties are bound. (d) This Agreement has been duly authorized, executed and delivered by UABRF and constitutes a legal, valid and binding agreement of UABRF, enforceable against UABRF in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting creditors’ rights generally. (e) UABRF has the right to grant the license under this Agreement. (f) To UABRF’s best knowledge and based upon information and representations and warranties made to it by its inventor(s) and by Texas Biomed to itthe Inventors, UABRF and Texas Biomed own owns all right, title and interest in the Licensed Patents and there have been no claims made against UABRF or Texas Biomed asserting the invalidity or non-enforceability ofenforceability, or and with respect to the Licensed Patents, and UABRF is not aware that any such claims exist. (g) UABRF hasThe performance of Management Activities with respect to Disclaimed Licensed Patent Rights will not conflict with or result in a breach of any of the terms, conditions, or provisions of, or constitute a default under, this Agreement, and no Third Party shall have any right of claim against the Licensee, with respect to UAB and Texas Biomed, sufficient rights from those parties to grant the exclusive license contemplated herein, and no additional compensation or obligations will be required by Licensee for the rights granted herein and obligations made by UABRF herein, other than those set out in this Agreement. UABRF and Texas Biomed have properly executed the Interinstitutional Agreement covering management and disposition of the Licensed patents between them, and UABRF shall maintain this Agreement in full force and effect throughout the term of this Agreementor any rights remaining therein.

UABRF. UABRF makes the following representations and warranties to the Licensee. (a) UABRF is a non-profit corporation, duly incorporated, validly existing and in good standing under the laws of the State of Alabama. (b) UABRF has all necessary corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. (c) The execution, delivery and performance of this Agreement by UABRF does not conflict with or contravene its governing documentation, nor will the execution, delivery and performance of this Agreement by UABRF conflict with or result in a breach of, or entitle any party thereto to terminate, an agreement or instrument to which UABRF is a party, or by which any of UABRF’s 's assets or properties are bound. (d) This Agreement has been duly authorized, executed and delivered by UABRF and constitutes a legal, valid and binding agreement of UABRF, enforceable against UABRF in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting creditors’ ' rights generally. (e) UABRF has the right to grant the exclusive rights in the Licensed Patents pursuant to the license under this Agreement. (f) To UABRF’s 's and the Other Owners best knowledge and based upon information and representations and warranties made to it by its inventor(s) and by Texas Biomed to itknowledge, UABRF and Texas Biomed the Others Owners own all right, title and interest in the Licensed Patents and there have been no claims made against UABRF or Texas Biomed Other Owners asserting the invalidity or non-enforceability of, or with respect to to, the Licensed Patents, and UABRF is and the Other Owners are not aware that any such claims exist. (g) UABRF hasThe performance of Management Activities with respect to a Disclaimed Licensed Patent will not conflict with or result in a breach of any of the terms, conditions, or provisions of, or constitute a default under, this Agreement, and will not give rise to a cause of action by a Third Party against the Licensee, with respect to UAB and Texas Biomed, sufficient rights from those parties the remaining Licensed Patents licensed to grant the exclusive license contemplated herein, and no additional compensation or obligations will be required by Licensee for the rights granted herein and obligations made by UABRF herein, other than those set out in this Agreement. UABRF and Texas Biomed have properly executed the Interinstitutional Agreement covering management and disposition of the Licensed patents between them, and UABRF shall maintain this Agreement in full force and effect throughout the term of pursuant to this Agreement.

UABRF. UABRF makes the following representations and warranties to the Licensee. (a) UABRF is a non-profit corporation, duly incorporated, validly existing and in good standing under the laws of the State of Alabama. (b) UABRF has all necessary corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. (c) The execution, delivery and performance of this Agreement by UABRF does not conflict with or contravene its governing documentation, nor will the execution, delivery and performance of this Agreement by UABRF conflict with or result in a breach of, or entitle any party thereto to terminate, an agreement or instrument to which UABRF is a party, or by which any of UABRF’s assets or properties are bound. (d) This Agreement has been duly authorized, executed and delivered by UABRF and constitutes a legal, valid and binding agreement of UABRF, enforceable against UABRF in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting creditors’ rights generally. (e) UABRF has the right to grant the license under this Agreement. (f) To UABRF’s best knowledge and based upon information and representations and warranties made to it by its inventor(s) and by Texas Biomed to itthe Inventor, UABRF and Texas Biomed own owns all right, title and interest in the Licensed Patents and there have been no claims made against UABRF or Texas Biomed asserting the invalidity or non-enforceability of, or with respect to the Licensed Patents, and UABRF is not aware that any such claims exist. (g) During the Term, UABRF haswill not undertake any Management Activities with respect to the Licensed Patents unless it is a Disclaimed Licensed Patent. (h) The performance of Management Activities with respect to a Disclaimed Licensed Patent will not conflict with or result in a breach of any of the terms, conditions, or provisions of, or constitute a default under, this Agreement, and will not give rise to a cause of action by a Third Party against the Licensee, with respect to UAB and Texas Biomed, sufficient rights from those parties the remaining Licensed Patents licensed to grant the exclusive license contemplated herein, and no additional compensation or obligations will be required by Licensee for the rights granted herein and obligations made by UABRF herein, other than those set out in this Agreement. UABRF and Texas Biomed have properly executed the Interinstitutional Agreement covering management and disposition of the Licensed patents between them, and UABRF shall maintain this Agreement in full force and effect throughout the term of pursuant to this Agreement.