By LWI Sample Clauses

By LWI. LWI hereby represents and warrants to CLIENT that, to the best of its knowledge, (i) it has the requisite intellectual property rights in its equipment and Facility to be able to perform its obligations under this Agreement, and (ii) that LWI’s use of its equipment and Facility as contemplated in this Agreement will not give rise to a potential cause of action by a Third Party against CLIENT for infringement or another violation of intellectual property rights.
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By LWI. LWI hereby represents and warrants to TiGenix that (i) to the best of its knowledge, it or its Affiliates have the requisite intellectual property rights in the LWI Intellectual Property, its equipment and Facility to be able to perform its obligations under this Agreement; (ii) to the best of its knowledge, that LWI’s or its Affiliates’ use of the LWI Intellectual Property, its equipment and Facility as contemplated in this Agreement will not give rise to a potential cause of action by a Third Party against TiGenix for infringement or another violation of intellectual property rights; (iii) LWI will comply with all applicable laws in carrying out the services under this Agreement; (iv) there are no required consents or approvals necessary for LWI to perform its obligations under this Agreement that have not already been procured by LWI; (v) all TiGenix Intellectual Property and, once fully paid for, all Products manufactured and/or developed by LWI under this Agreement shall be free of all liens and encumbrances; (vi) all work performed by LWI under the Agreement shall be completed by competent personnel following sound, professional practices; and (vii) neither it, nor any of its employees or agents involved in the performance of this Agreement, nor any of its subcontractors or, to LWI’s knowledge, subcontractors’ employees or agents assigned to perform material services under this Agreement, have been listed by the FDA as debarred (including, without limitation under 21 U.S.C Section 335a), restricted, excluded or otherwise ineligible for participation in a federal health care program or the manufacture of drugs, devices or biologics for purposes of human subjects research or commercial sale, and LWI agrees to promptly notify TiGenix should it become aware that any of the foregoing have been so debarred, restricted, excluded or ineligible.
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By LWI. LWI hereby represents and warrants to CLIENT that it has the full corporate right, power, and authority to enter into this Agreement and perform its obligations hereunder. LWI further represents and warrants to Client that, to the best of its knowledge, (i) it or its Affiliates have the requisite intellectual property rights in its equipment and Facility to be able to perform its obligations under this Agreement, (ii) [*] and (iii) neither LWI, nor any of its or its Affiliates’ respective directors, officers, employees and agents, is known to have been, debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from participation in any health care program by any federal or state law or regulation. LWI undertakes to promptly notice the CLIENT should the situations described in the precedent sentence changes. \
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By LWI. LWI hereby represents and warrants to CLIENT that (i) it has the requisite power and authority to enter into this Agreement and perform its obligations hereunder, (ii) it has the requisite intellectual property rights, including without limitation in its equipment and Facility, to be able to perform its obligations under this Agreement, (iii) LWI’s use of its equipment and Facility as contemplated in this Agreement will not give rise to a potential cause of action by a Third Party against CLIENT for infringement or another violation of intellectual property rights, (iv) LWI will not incorporate into the Product or utilize in connection with this Agreement any Third Party Intellectual Property without the prior consent of CLIENT unless CLIENT provides to LWI any Third Party Intellectual Property for incorporation into Product, and (v) the Product does not include, and was not manufactured by LWI utilizing, any Third Party Intellectual Property, unless such Third Party Intellectual Property was provided or approved in writing by CLIENT for use in Product, including as part of the CLIENT Development Materials. LWI represents and certifies it will not use in any capacity the services of any person, or organization that employs any person that is or has been debarred under Section 306 of the Generic Drug Enforcement Act, is an excluded party from doing business with the U.S. Federal Government (Excluded Parties List System published by GSA), Office of Inspector General’s List of Excluded Individuals/Entities (LEIE), is included on any other government exclusion list of persons or entities with whom U.S. companies and individuals are prohibited from doing business with (e.g. OFAC List of Blocked Persons), is similarly debarred or excluded under the Applicable Law in any other jurisdiction. Upon written request of CLIENT, LWI shall, within [ * ] business days, provide written confirmation that it has complied with the foregoing obligation. LWI agrees to promptly disclose in writing to CLIENT if any employee or agent is debarred or excluded, or if any action or investigation is pending or, to the best of its knowledge, threatened, relating to the debarment or exclusion of it or any person performing services related to this Agreement.
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By LWI. LWI hereby represents and warrants to CLIENT that, to the best of its knowledge, (i) it has the requisite intellectual property rights in its equipment and Facility to be able to perform its obligations under this Agreement, and (ii) that L WI's use of its equipment and Facility as contemplated in this Agreement will not give rise to a potential cause of action by a Third Party against CLIENT for infringement or another violation of intellectual property rights. * Certain portions of this exhibit have been omitted pursuant to a request for confidential treatment and those portions have been filed separately with the Securities and Exchange Commission.
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By LWI. LWI hereby represents and warrants to CLIENT that it has the full corporate right, power, and authority to enter into this Agreement and perform its obligations hereunder. LWI further represents and warrants to Client that, to the best of its knowledge, (i) it or its Affiliates have the requisite intellectual property rights in its equipment and Facility to be able to perform its obligations under this Agreement, (ii) [*] and (iii) neither LWI, nor any of its or its Affiliates’ respective directors, officers, employees and agents, is known to have been, debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from participation in any health care program by any federal or state law or regulation. LWI undertakes to promptly notice the CLIENT should the situations described in the precedent sentence changes. \ [*] = 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. Confidential Treatment Requested Under 17 C.F.R. §§ 200.80(c) and 230.406
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