Licensor Representations. LICENSOR represents and warrants, for the benefit of LICENSEE, that:
Licensor Representations. Except for the rights, if any, of the Government as set forth in Section 11.2, Licensor represents and warrants to Licensee that to the knowledge of Licensor’s designated office for technology commercialization (i) Licensor is the owner or agent of the entire right, title, and interest in and to Patent Rights (other than the right, title and interest of any joint owner identified in Section 1 of the Patent & Technology License Agreement), (ii) Licensor has the right to grant the license and sublicense hereunder, and (iii) Licensor has not knowingly granted and will not knowingly grant licenses or other rights under the Patent Rights that are in conflict with the terms and conditions in the Agreement.
Licensor Representations. Licensor represents, warrants and covenants to Licensee that Licensor has full right, power and authority to enter into this Agreement and to perform all of its obligations hereunder.
Licensor Representations. The Licensor represents and warrants to Alzheon that, as of the Effective Date:
8.1.1 it is a corporation or entity duly organized and validly existing under the Laws of the state or other jurisdiction of its incorporation or formation;
8.1.2 the execution and delivery of this Agreement and the performance of the transactions contemplated hereby have been duly authorized by all appropriate Licensor corporate actions;
8.1.3 this Agreement is a legal and valid obligation binding upon the Licensor and enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by the Parties does not conflict with any agreement, instrument or understanding to which the Licensor is a party of or by which it is bound;
8.1.4 it has the power and authority to perform its obligations hereunder;
8.1.5 it has the full right, power and authority to grant all of the rights, title and interests in the licenses granted to Alzheon hereunder;
8.1.6 the Licensor is the sole owner of the Licensed Technology or Controls the Licensed Technology (i.e., has sufficient rights to grant to Alzheon the licenses and sublicenses contemplated by this Agreement); [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
Licensor Representations. Licensor represents, warrants and covenants to Licensee that:
(a) the execution and delivery of this Agreement and the performance of the transactions contemplated hereby have been duly authorized by all appropriate Licensor corporate action;
(b) this Agreement is a legal and valid obligation binding upon Licensor and enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by the Parties does not conflict with any agreement, instrument or understanding to which Licensor is a party or by which it is bound;
(c) Licensor has the full right and legal capacity to grant the rights granted to Licensee hereunder;
(d) the Licensed Patents have been properly filed and prosecuted as of the Effective Date;
(e) Licensor is the sole owner of the Licensed Patents;
(f) as of the Effective Date, Licensor has not licensed or transferred to any Person, including Licensor Affiliates, any rights under the Licensed Patents; and
(g) Licensor is not aware of any Third Party patent, patent application or other intellectual property right that would be infringed (i) by practicing any process or method or by making, using or selling any composition which is claimed or disclosed in, or which constitutes, Licensed Patents, or (ii) by making, using, offering for sale, selling or importing Licensed Products.
Licensor Representations. Licensor represents and warrants to Licensee as of the Effective Date that:
(a) the execution and delivery of this Agreement and the performance of the transactions contemplated hereby have been duly authorized by all appropriate Licensor corporate action;
(b) this Agreement is a legal and valid obligation binding upon Licensor and enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by the Parties does not conflict with any agreement, instrument or understanding to which Licensor is a party or by which it is bound;
(c) Licensor has the full right and legal capacity to grant the rights granted to Licensee hereunder without violating the rights of any Third Party as of the Effective Date;
(d) To the best of Licensor’s knowledge, Licensed Patent Rights have been properly filed and prosecuted and Licensor is the sole owner or exclusive licensee of the Licensed Patent Rights and Licensed Technology;
(e) Licensor is not aware of any Third Party patent, patent application or other intellectual property rights that it is infringing as it is commercializing its product portfolio as of the Effective Date; and Certain confidential information contained in this Exhibit, marked by brackets and asterisks, were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934.
(f) Licensor is not aware of any infringement by a Third Party of the Licensed Patent Rights in Schedule A as of the Effective Date.
Licensor Representations. Licensor represents, warrants and covenants to Licensee as follows as of the Effective Date:
Licensor Representations. Except for the rights, if any, of the Government as set forth in Section 11.2, Licensor represents and warrants to Licensee that to the knowledge of Licensor’s designated office for technology commercialization (i) Licensor is the owner of the entire right, title, and interest in and to the patent applications described in Exhibit A, (ii) Licensor has the right to grant licenses hereunder, and (iii) Licensor has not knowingly granted and will not knowingly grant licenses or other rights under the Patent Rights that are in conflict with the terms and conditions in the Agreement, (iv) all fees and other sums payable in respect of the prosecution and maintenance of the Patent Rights have been paid on or before their due date, (v) the Licensor is not aware of any reason as to why any Patent Right is invalid or otherwise unenforceable or why any application forming part of the Patent Rights will not proceed to grant, (vi) the Licensor has not and will not during the term of this Agreement assign the Patent Rights to any other party and has not granted and will not in the future grant any lien or other encumbrance over the Patent Rights, (vii) the inventors named in the Patent Rights are the only inventors in respect of the subject matter claimed in the Patent Rights and such inventors have assigned their rights to the Licensor in respect of the Patent Rights, (viii) the Licensor is not aware of any infringement of the Patent Rights by any third party and the Patent Rights have not been subject to any challenge or opposition by a third party, (ix) Licensor has prior to the Effective Date compensated any inventor of any invention claimed in the Patent Rights in accordance with its own policies and applicable law and Licensor will remain liable for any future compensation which may become due to such inventors after the Effective Date. For clarity the Licensor is not warranting that a third party has not independently developed intellectual property which could be covered by a Valid Claim of the Patent Rights.
Licensor Representations. Licensor represents, warrants and covenants to Licensee that:
8.3.1.1.1 the execution and delivery of this Agreement and the performance of the transactions contemplated hereby have been duly authorized by all appropriate Licensor corporate action;
8.3.1.1.2 this Agreement is a legal and valid obligation binding upon Licensor and enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by the Parties does not conflict with any agreement, instrument or understanding to which Licensor is a party or by which it is bound;
8.3.1.1.3 Licensor has the full right and legal capacity to grant the rights granted to Licensee hereunder;
Licensor Representations. Except for the rights, if any, of the Government as set forth in Section 11.2, Licensor represents and warrants to Licensee that to the knowledge of Licensor’s Office of Technology Commercialization (i) Licensor is the owner or agent of the entire right, title, and interest in and to Patent Rights (other than the right, title and interest of any joint owner identified in Section 1 of the Patent License Agreement), (ii) Licensor has the right to grant licenses hereunder, (iii) Licensor has not knowingly granted and will not knowingly grant licenses or other rights under the Patent Rights that are in conflict with the terms and conditions in the Agreement, (iv) Licensor’s execution and performance of this Agreement will not result in a breach of any other contract to which it is, or will become, a party, and (v) OTC has not received any written notification, alleging that the Patent Rights are invalid or unenforceable or that the exercise by Licensee of any rights granted hereunder will infringe on or constitute misappropriation of any patent or other proprietary right of any third party.
