WARRANTY: SUPERIOR-RIGHTS Sample Clauses

WARRANTY: SUPERIOR-RIGHTS. 3.1 Except for the rights, if any, of the government of the United States of America (“GOVERNMENT”), as set forth below, BOARD represents and warrants (i) that it is the sole owner of the entire right, title, and interest in and to PATENT RIGHTS and TECHNOLOGY RIGHTS, (ii) that it has the sole right to grant licenses thereunder, and (iii) that it has not knowingly granted licenses under the LICENSED SUBJECT MATTER to any other person or entity that would conflict with, or otherwise restrict BOARD’S ability to grant the license rights granted to LICENSEE under this AGREEMENT. 3.2 LICENSEE understands that the LICENSED SUBJECT MATTER may have been developed under a funding agreement with the GOVERNMENT and, if so, that the GOVERNMENT may have certain rights relative thereto. This AGREEMENT is explicitly made subject to the GOVERNMENT’S rights under any agreement and any applicable law or regulation. If there is a conflict between any agreement, applicable law or regulation and this AGREEMENT, the terms of the GOVERNMENT agreement, applicable law or regulation shall prevail. LICENSEE agrees that LICENSED PRODUCTS used or SOLD in the United States to the extent covered by LICENSED SUBJECT MATTER developed under a funding agreement with the GOVERNMENT will be manufactured substantially in the United States, unless a written waiver is obtained in advance from the GOVERNMENT. 3.3 LICENSEE understands and acknowledges that BOARD, by this AGREEMENT, makes no representation as to the operability or fitness for any use, safety, efficacy, approvability by regulatory authorities, time and cost of development, patentability, and/or breadth of the LICENSED SUBJECT MATTER. BOARD, by this AGREEMENT, also makes no representation as to whether there are any patents now held, or which will be held, by others or by BOARD which may be dominant or subordinate to PATENT RIGHTS, nor does BOARD make any representation that the inventions contained in PATENT RIGHTS do not infringe any other patents now held or that will be held by others or by BOARD. [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 3.4 LICENSEE, by execution hereof, acknowledges, covenants and agrees that it has not been induced in any way by BOARD, SYSTEM, UT SOUTHWESTERN or its employees to enter into this AGREEMENT.

WARRANTY: SUPERIOR-RIGHTS. 3.1 Except for the rights, if any, of the government of the United States of America (GOVERNMENT), as set forth below, the PARTIES, to the best of their knowledge, are under no obligation to anyone other than JOINT INVENTORS with respect to INVENTION and PATENT RIGHTS. 3.2 The INVENTION may have been developed under a funding agreement with the GOVERNMENT and, if so, the GOVERNMENT may have certain rights relative thereto. This AGREEMENT and future licenses are explicitly made subject to the GOVERNMENT'S rights under any agreement and any applicable law or regulation. If there is a conflict between any agreement, applicable law or regulation and this AGREEMENT, the terms of the GOVERNMENT agreement, applicable law or regulation shall prevail.

WARRANTY: SUPERIOR-RIGHTS. 3.1 Except for the rights, if any, of the Government of the United States, as set forth below, Board represents and warrants its belief that (i) it is the owner of the entire right, title, and interest in and to Licensed Subject Matter, (ii) it has the sole right to grant licenses thereunder, and (iii) it has not knowingly granted licenses thereunder to any other entity that would restrict rights granted to Licensee except as stated herein. 3.2 Licensee understands that the Licensed Subject Matter may have been developed under a funding agreement with the Government of the United States of America and, if so, that the Government may have certain rights relative thereto. This Agreement is explicitly made subject to the Government’s rights under any agreement and any applicable law or regulation. If there is a conflict between an agreement, applicable law or regulation and this Agreement, the terms of the Government agreement, applicable law or regulation shall prevail. 3.3 Licensee understands and acknowledges that Board, by this Agreement, makes no representation as to the operability or fitness for any use, safety, efficacy, ability to obtain regulatory approval, and/or breadth of the Licensed Subject Matter. 3.4 Licensee, by execution hereof, acknowledges, covenants and agrees that it has not been induced in any way by Board, System, University or its employees to enter into this Agreement, and further warrants and represents that (i) it has conducted sufficient due diligence with respect to all items and issues pertaining to this Article 3 and all other matters pertaining to this Agreement; and (ii) Licensee has adequate knowledge and expertise, or has utilized knowledgeable and expert consultants, to adequately conduct the due diligence, and agrees to accept all risks inherent herein.

WARRANTY: SUPERIOR-RIGHTS. 3.1 Except for the rights, if any, of the Government of the United States, as set forth below, Board represents and warrants its belief that (i) it is the owner of the entire right, title, and interest in and to Licensed Subject Matter, (ii) it has the right to grant licenses thereunder, and (iii) it has not knowingly granted licenses thereunder to any other entity that would restrict rights granted to PLx except as stated herein.

WARRANTY: SUPERIOR-RIGHTS. 3.1 Except for the rights, if any, of the government of the United States of America (GOVERNMENT), as set forth below, the PARTIES, to the best of their knowledge, are under no obligation to anyone other than JOINT INVENTORS with respect to INVENTION and PATENT RIGHTS. 3.2 The INVENTION and PATENT RIGHTS may have been developed under a funding agreement with the GOVERNMENT and, if so, the GOVERNMENT may have certain rights relative thereto. This AGREEMENT, any licenses, the INVENTION and PATENT RIGHTS are explicitly made subject to the GOVERNMENT’S rights under any agreement and any applicable law or regulation. If there is a conflict between any agreement, applicable law or regulation and this AGREEMENT, the terms of the GOVERNMENT agreement, applicable law or regulation shall prevail.

WARRANTY: SUPERIOR-RIGHTS. 3. 1 Except for the rights, if any, of the government of the United States of America (GOVERNMENT), as set forth below, BOARD represents and warrants (1) that it is the owner of the entire right, title, and interest in and to LICENSED SUBJECT MATTER, (2) that it has the sole right to grant licenses thereunder, and (3) its belief that it has not knowingly granted licenses thereunder to any other entity that would restrict rights granted to LICENSEE except as stated herein.

WARRANTY: SUPERIOR-RIGHTS. 3.1 The Developer represents and warrants its belief that (i) it is the owner of the entire right, title, and interest in and to Licensed Subject Matter, (ii) it has the sole right to grant licenses thereunder, and (iii) it has not knowingly granted licenses thereunder to any other entity that would restrict rights granted to The Recipient. 3.2 The Recipient understands and acknowledges that The Developer, by this Agreement, makes no representation as to the operability or fitness for any use, safety, efficacy, ability to obtain regulatory approval, and/or breadth of the Licensed Subject Matter. 3.3 The Recipient, by execution hereof, acknowledges, covenants and agrees that it has not been induced in any way by The Developer or its members to enter into this Agreement, and further warrants and represents that (i) it has conducted sufficient due diligence with respect to all items and issues pertaining to this Article 3 and all other matters pertaining to this Agreement; and (ii) The Recipient has adequate knowledge and expertise, or has utilised knowledgeable and expert consultants, to adequately conduct the due diligence, and agrees to accept all risks inherent herein.

WARRANTY: SUPERIOR-RIGHTS. 14.1 Except for the rights, if any, of the Government of the United States of America as set forth below and except as set forth in Section 14.5, BOARD represents and warrants its belief that (a) it is the owner of the entire right, title, and interest in and to LICENSED SUBJECT MATTER, (b) it has the sole right to grant licenses thereunder, and (c) it has not knowingly granted licenses thereunder to any other entity that would restrict rights granted hereunder except as stated herein. 14.2 LICENSEE understands that the LICENSED SUBJECT MATTER may have been developed under a funding agreement with the Government of the United States of America and, if so, that the Government may have certain rights relative thereto. This AGREEMENT is explicitly made subject to the Government's rights under any such agreement and any applicable law or regulation, including P.L. 96-517 as amended by

WARRANTY: SUPERIOR-RIGHTS. 4.1 BOARD represents and warrants that it is the owner of all right, title, and interest in and to LICENSED SUBJECT MATTER, and that it has the sole right to grant licenses thereunder, and that it has not granted licenses thereunder to any other entity that would restrict rights granted hereunder except as stated herein. 4.2 BOARD hereby represents and warrants that Appendix I lists the patents and patent applications in the LICENSED FIELD to which the BOARD has the rights and which arise from work at UT SOUTHWESTERN involving INVENTORS (other than patents and patent applications covered by PATENT RIGHTS), and that the patent applications set forth in Appendix I were duly filed in the United States on the date indicated therein or was duly filed in such foreign jurisdictions as are listed in Appendix I on the dates indicated therein.

WARRANTY: SUPERIOR-RIGHTS. 3.1 Except for the rights, if any, of the Government of the United States, as set forth hereinbelow, BOARD, represents and warrants its belief that (a) it is the owner of the entire right, title, and interest in and to LICENSED SUBJECT MATTER, and that it has the right to grant licenses thereunder and (b) it has no knowledge that the practice of any PATENT RIGHTS or the manufacture, sale or use of any LICENSED SUBJECT MATTER infringes or violates the patent or any other intellectual property rights of any third party. 3.2 LICENSEE understands that the LICENSED SUBJECT MATTER may have been developed under a funding agreement with the Government of the United States of America and, if so, that the Government may have certain rights relative thereto. This AGREEMENT is explicitly made subject to the Government's rights under any such agreement and any applicable law or regulation. To the extent that there is a conflict between any such agreement, applicable law or regulation and this AGREEMENT, the terms of such Government agreement, applicable law or regulation shall prevail. The BOARD shall use its best efforts to obtain a waiver of all rights of the Government with respect to the PATENT RIGHTS and the LICENSED SUBJECT MATTER. 3.3 BOARD makes no representations other than those specified in this AGREEMENT, and specifically, MAKES NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.