Common use of WARRANTY BY LICENSOR Clause in Contracts

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 Execution 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, 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 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, (a) the Licensed Patents are solely owned by the Trustees of the University of Pennsylvania, and (b) no Third Party 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 Licensor has not received any written notice from any Third Party patentee alleging infringement of, and to Licensor’s knowledge Licensor has not been sued for patent infringement of, Third Party technology by the practice of the Licensed Patents in the Field; 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****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

WARRANTY BY LICENSOR. Licensor represents and warrants to Licensee as of the Execution Effective Date: 8.1.1 Licensor is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation; 8.1.2 Licensor has taken all necessary action on its part to authorize the execution of this Agreement and the performance of all of its obligations under this Agreement and the persons executing this Agreement are authorized to execute it; 8.1.3 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 8.1.4 This Agreement when executed shall become the legal, valid, valid and binding obligation of it, enforceable against it, in accordance with its terms; 8.1.3 8.1.5 There are no actions, suits, proceedings, or arbitrations pending or, to Licensor’s knowledge, threatened against Licensor relating to the Licensed Technology Patents 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 8.1.6 To Licensor’s knowledge, (a) the Licensed Patents are solely owned by the Trustees of the University of Pennsylvania; 8.1.6 Licensor , and (b) no Third Party (other than Licensor’s direct and indirect licensors) has not received any written notice from any of its licensors under the Existing Licenses informing Licensor that there are any actionsright, suits, proceedings, interest? or arbitrations pending against claim in or to such licensors relating to the Licensed Patents in the Field that would impact activities are inconsistent with those granted td Licensee in the Field 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 Execution 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, valid and binding obligation of it, enforceable against it, in accordance with its terms; 8.1.3 To its knowledge, (a) the Licensed Patents are solely owned by the University of Pennsylvania, and (b) no Third Party (other than Licensor’s licensors) has any right, interest or claim in or to such Licensed Patents in the Research Field or Commercial Field that are inconsistent with those granted to Licensee herein; 8.1.4 To its knowledge, no Third Party is infringing any of the Licensed Patents in the Research Field; 8.1.5 Licensor’s license from the University of Pennsylvania is in full force and effect, and all payments to date required to be made thereunder by Licensor have been made; 8.1.6 Licensor is not in breach, and the University of Pennsylvania has not made any claim of breach by Licensor that has not been cured or otherwise resolved, of Licensor’s license from the University of Pennsylvania; 8.1.7 Exhibit A contains a correct list of all United States and Patent Cooperation Treaty patents that are licensed to or controlled by Licensor or any of its Affiliates relating to the manufacture, use or sale of AAV8 Materials; 8.1.8 Licensor has not received any written notice or written warning letters from any Third Party patentee alleging infringement of, and to Licensor’s knowledge Licensor has not been sued for patent infringement of, Third Party technology by the practice of the Licensed Patents in the Research Field.• 8.1.9 There are no actions, suits, proceedings, or arbitrations pending or, to the 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 trueLicensor, 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 or any of its licensors under the Existing Licenses informing Licensor that there are any actionsAffiliates, suitsin each case, 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.