WARRANTY BY LICENSOR. 15.1 Licensor warrants that it has the lawful right to grant the license set forth in this Agreement.
15.2 EXCEPT AS EXPRESSLY PROVIDED IN SECTION 15.1, THE PARTIES ACKNOWLEDGE AND AGREE THAT KU, LICENSOR, ITS AFFILIATES, AGENTS, EMPLOYEES, AND THE INVENTORS HAVE MADE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, OR THE VALIDITY OR ENFORCEABILITY OF PATENT RIGHTS IN NO EVENT SHALL LICENSOR, ITS AFFILIATES, AGENTS, EMPLOYEES, AND THE INVENTORS BE HELD RESPONSIBLE FOR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE EXERCISE OF PATENT RIGHTS, EVEN IF LICENSOR IS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.
15.3 Nothing in this Agreement shall be construed as:
a. a warranty or representation by Licensor as to the validity, enforceability, or scope of any Patent Rights.
b. a warranty or representation by Licensor that the exercise or practice by the Licensee of the license granted herein (including making, using, selling, offering for sale, or importing the Licensed Product) is or will be free from infringement of intellectual property rights of third parties.
c. an obligation by Licensor or KU to bring or prosecute actions or suits against third parties for patent infringement, except as expressly provided in Article 16 hereof.
d. an obligation to furnish any know-how not provided in the Patent Rights.
e. conferring by implication, estoppel or otherwise any license or rights under any patents of Licensor other than Patent Rights.
15.4 Any breach of the representations or warranties made in this Article 15 shall entitle Licensee to a refund of all payments made to Licensor as consideration for the rights granted under this Agreement, and said refund shall be the sole remedy available to Licensee for breach or violation of any provisions contained in this Article 15.
WARRANTY BY LICENSOR. Licensor represents and warrants to Licensee as of the Execution Date:
8.1.1 Licensor has the right, power, and authority to enter into this Agreement and to grant to Licensee the rights specified in this Agreement;
8.1.2 This Agreement when executed shall become the legal, valid, and binding obligation of it, enforceable against it, in accordance with its terms;
8.1.3 There are no actions, suits, proceedings, or arbitrations pending or, to Licensor’s knowledge, threatened against Licensor relating to the Licensed Technology that would impact activities under this Agreement;
8.1.4 Licensor has provided to Licensee true, correct, and complete copies of the Existing Licenses;
8.1.5 To Licensor’s knowledge, the Licensed Patents are solely owned by the Trustees of the University of Pennsylvania;
8.1.6 Licensor has not received any written notice from any of its licensors under the Existing Licenses informing Licensor that there are any actions, suits, proceedings, or arbitrations pending against such licensors relating to the Licensed Patents that would impact activities under this Agreement; and
8.1.7 To Licensor’s knowledge, the Existing Licenses are in full force and effect and Licensor is not in breach of any provisions thereof.
WARRANTY BY LICENSOR. Licensor represents and warrants to Licensee as of the Effective Date:
8.1.1 Licensor has the right, power, and authority to enter into this Agreement and to grant to Licensee the rights specified in this Agreement;
8.1.2 This Agreement when executed shall become the legal, valid and binding obligation of it, enforceable against it, in accordance with its terms;
8.1.3 There are no actions, suits, proceedings, or arbitrations pending or, to the Licensor’s knowledge, threatened against Licensor relating to the Licensed Patents that would impact activities under this Agreement;
8.1.4 To Licensor’s knowledge, (a) the Licensed Patents are solely owned by the University of Pennsylvania, and {b) no Third Party (other than Licensor’s direct and indirect licensors) has any right, interest, or claim in or to such Licensed Patents in the Field that are inconsistent with those granted to Licensee herein;
8.1.5 To Licensor’s knowledge, Licensor does not Control as of the Effective Date any patent or patent application (other than the Licensed Patents (as defined in Section l.13(a)) that would necessarily be infringed by the use or sale of AAV8 or AAV9 in the Field. If it is determined, in accordance with the procedure of this Section 8.1.5, that Licensor Controls as of the Effective Date a patent or patent application (other than the Licensed Patents) that would necessarily be infringed by the use or sale of AAV8 or AAV9 in the Field, then Licensee’s sole remedy shall be the inclusion of the applicable patent or patent application as a “Licensed Patent” hereunder but solely to the extent of the claim(s) that would necessarily be infringed by the use or sale of AAV8 or AAV9. At any time during the term of this Agreement, Licensee may notify Licensor in writing of any such patent or patent application that Licensee believes
WARRANTY BY LICENSOR. 15.1 Licensor warrants that it has the lawful right to grant the license set forth in this Agreement.
WARRANTY BY LICENSOR. 10.1 LICENSOR warrants that it has the lawful right to grant this license.
10.2 LICENSOR makes no express or implied warranties of merchantability or fitness of the Inventions for a particular purpose.
10.3 Nothing in this Agreement shall be construed as:
(a) a warranty or representation by LICENSOR as to the validity or scope of any LICENSOR'S PATENT RIGHTS; or
(b) a warranty or representation that anything made, used, sold or otherwise disposed of under any license granted in this Agreement is or will be free from infringement of patents of third parties; or
(c) an obligation to bring or prosecute actions or suits against third parties for patent infringement except as provided herein; or 8
(d) conferring by implication, estoppel or otherwise any license or rights under any patents of LICENSOR other than LICENSOR'S PATENT RIGHTS as defined herein.
WARRANTY BY LICENSOR. Section 16.1 LICENSOR warrants that it has the lawful right to grant the license set forth in this AGREEMENT.
WARRANTY BY LICENSOR. 10.1 LICENSOR warrants that it has the lawful right to grant this license.
10.2 LICENSOR makes no express or implied warranties of merchantability or fitness of the Inventions for a particular purpose.
10.3 Nothing in this Agreement shall be construed as:
(a) a warranty or representation by LICENSOR as to the validity or scope of any LICENSOR'S PATENT RIGHTS; or
WARRANTY BY LICENSOR. Licensor represents and warrants to Licensee that as of the Effective Date:
(a) Licensor is a corporation duly organized, validly existing, and in good standing under the Laws of the Korea. Licensor has all requisite corporate power and authority to enter into this Agreement, and to perform its obligations contemplated hereby;
(b) no consent, approval, authorization of, designation, declaration, or filing with any Government Authority or other person is required on the part of Licensor in connection with the execution, delivery or performance of this Agreement;
(c) Licensor is the sole and exclusive owner of the Licensed Patents, in each case free and clear of all liens, and Licensor has the right to grant the licenses, sublicenses and other rights with respect to the Licensed Patents that it purports to grant hereunder;
(d) to the Knowledge of Licensor, there are no actual or threatened claims, demands, suits, or judgments against Licensor that interfere with Licensor’s performance of obligations or the license granted by Licensor to Licensee under this Agreement or that assert that the use or the practice of the Licensed Technology infringes or misappropriates the intellectual property rights of a Third Party; and
(e) to the Knowledge of Licensor, Licensor has not received any communications from Third Parties regarding potential claims, demands, or suits, which could result in litigation regarding the practice of intellectual property licensed by Licensor to Licensee under this Agreement.
WARRANTY BY LICENSOR. Licensor represents and warrants that it is lawfully possessed of all Deposit Materials stored under the specific Escrow Agreement between the parties and has the authority to store them in accordance with the terms thereof. AMENDMENT This form acts as an Amendment, if one is called for. Exhibit 6 --------- OSI CUSTOMER ADVISORY BOARD The purpose of OSI's Customer Advisory Board ("CAB") is to involve a select group of users in the definition and execution of OSI's short and long term product strategies. The CAB will assist OSI in: . planning product direction. . defining specific product requirements. . validating that specifications and prototypes effectively address the requirements. . testing pre-release products, including beta testing and, where appropriate, testing in a production environment prior to general availability. In this cooperative arrangement, Adelphia will have the opportunity to work closely with OSI's internal product teams. These teams are comprised of individuals from product management, development, technical publications, QA, customer support, professional services, sales and marketing. Interaction will be via meetings, conference calls and written documentation. Adelphia will kick off the program with a meeting in Folsom to discuss product direction and requirements, and to meet the OSI product teams. As design and development continues, OSI will follow up with correspondence and meetings to validate progress. As beta test periods approach, Adelphia will prepare in advance by attending training classes at OSI and configuring its test environment. OSI will monitor beta installations and Adelphia will be requested to report on product performance. For some products or features, we may mutually agree to follow the beta test with a limited test in a production environment. Because some members of the CAB may compete with each other, to facilitate free discussion of strategic direction, most meetings used to solicit input and feedback will be conducted with individual CAB members. Training classes and general information meetings may be conducted for the group as a whole.
WARRANTY BY LICENSOR. SECTION 16.1 Licensor warrants that it has the lawful right to grant the license set forth in this Agreement. *** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission.
