Additional Intellectual Property Representations. (i) Intrexon possesses sufficient rights to enable Intrexon to grant all rights and licenses it purports to grant to ZIOPHARM with respect to the Intrexon Patents under this Agreement;
Additional Intellectual Property Representations. (i) Intrexon possesses sufficient rights to enable Intrexon to grant all rights and licenses it purports to grant to Fibrocell with respect to the Intrexon Patents under this Agreement; Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission.
Additional Intellectual Property Representations. (i) it has not previously assigned, transferred, conveyed or otherwise encumbered its right, title and interest in Intrexon Patents or Intrexon Know-How in a manner that is inconsistent with the licenses granted to Elanco under Article 3 and Article 6;
Additional Intellectual Property Representations. (i) Intrexon and Actobiotics possesses sufficient rights to enable them to grant all rights and licenses it purports to grant to Oragenics with respect to the Intrexon IP and Actobiotics IP under this Agreement;
Additional Intellectual Property Representations. CONTRACTOR represents and warrants that: Except to the extent that any Deliverables are provided to CONSORTIUM pursuant to a license, CONTRACTOR represents and warrants that its Deliverables shall be free of liens or encumbrances. CONTRACTOR shall pass through to CONSORTIUM to the fullest extent permitted by law or by agreement any applicable warranty or indemnity offered by any manufacturer of any Deliverable, including any third party Hardware or Software of any other third party product or service sold or licensed to CONSORTIUM. As of the Execution Date of this Agreement, there is no actual or any threatened suit by any such third party based on an alleged violation of the rights to be granted CONTRACTOR to the CONSORTIUM hereunder The Deliverables will not infringe or misappropriate any right of, and will be free of any claim of, any third person or entity based on patent, copyright, trade secret, unfair trade practice, or other intellectual property right. The CONSORTIUM shall peacefully and quietly have, hold, possess, and enjoy each Deliverable without suit or interruption.
Additional Intellectual Property Representations. (i) Intrexon possesses sufficient rights to enable Intrexon to grant all rights and licenses it purports to grant to ZIOPHARM with respect to the Intrexon Patents under this Agreement; 23 (ii) The Intrexon Patents existing as of the Effective Date constitute all of the Patents Controlled by Intrexon as of such date that are necessary for the development, manufacture or Commercialization of ZIOPHARM Products; (iii) Intrexon has not granted, and during the Term Intrexon will not grant, any right or license, to any Third Party under the Intrexon IP that conflicts with the rights or licenses granted or to be granted to ZIOPHARM hereunder; (iv) There is no pending litigation, and Intrexon has not received any written notice of any claims or litigation, seeking to invalidate or otherwise challenge the Intrexon Patents or Intrexon’s rights therein; (v) To Intrexon’s knowledge, [*****], the use of the Intrexon Materials in connection with the Existing Cancer Programs as of the Effective Date and the conduct of the Existing Cancer Programs as contemplated as of the Effective Date, does not (A) infringe any claims of any Patents of any Third Party, or (b) misappropriate any Information of any Third Party; (vi) None of the Intrexon Patents is subject to any pending re-examination, opposition, interference or litigation proceedings; (vii) All of the Intrexon Patents have been filed and prosecuted in accordance with all applicable laws and have been maintained, with all applicable fees with respect thereto (to the extent such fees have come due) having been paid; (viii) Intrexon has entered into agreements with each of its current and former officers, employees and consultants involved in research and development work, including development of the Intrexon’s products and technology providing Intrexon, to the extent permitted by law, with title and ownership to patents, patent applications, trade secrets and inventions conceived, developed, reduced to practice by such person, solely or jointly with other of such persons, during the period of employment by Intrexon (except where the failure to have entered into such an agreement would not have a material adverse effect on the rights granted to ZIOPHARM herein), and Intrexon is not aware that any of its employees or consultants is in material violation thereof; (ix) To Intrexon’s knowledge, there is no infringement, misappropriation or violation by third parties of any Intrexon Channel Technology in the Field; (x) There i...
Additional Intellectual Property Representations. (i) Oragenics has entered into agreements with each of its current and former officers, employees and consultants involved in research and development under the Research Agreement or this Agreement, providing for, to the extent permitted by law, an assignment of their rights, with title and ownership to patents, patent applications, trade secrets and inventions conceived, their rights, with title and ownership to patents, patent applications, trade secrets and inventions conceived, developed, reduced to practice by such person, solely or jointly with other of such persons, during the period of employment by Inspirevax (except where the failure to have entered into such an agreement would not have a material adverse effect on the rights granted to Inspirevax herein), and Oragenics is not aware that any of its employees or consultants is in material violation thereof; and
Additional Intellectual Property Representations. (i) Subject to the assignment under Section 6.1(c), Inspirevax possesses sufficient rights to enable it to grant all rights and licenses it purports to grant to Oragenics with respect to the Licensed Technologies under this Agreement;
Additional Intellectual Property Representations. Following the consummation of the Contemplated Transactions, New Globalstar and/or Globalstar Leasing will own or license or otherwise have the right to use all Intellectual Property that is necessary for the operation of the business of Globalstar and its Subsidiaries as presently conducted, without infringement upon or conflict with the rights of any other Person with respect thereto, except where the failure to so own or license or otherwise obtain the right to use, individually or in the aggregate, would not have a Globalstar Material Adverse Effect or where any such infringement or conflict, individually or in the aggregate, would not have a Globalstar Material Adverse Effect.
Additional Intellectual Property Representations. (i) EGI possesses sufficient rights to enable EGI to grant all rights and licenses it purports to grant to Oragenics with respect to the EGI IP under this Agreement;
