Baylor Sample Clauses
Baylor. Baylor represents and warrants that:
(a) Baylor is validly existing and in good standing under the laws of the State of Texas.
(b) The execution, delivery and authority to execute and deliver this Agreement have been duly authorized by all necessary action on the part of Baylor.
(c) Baylor has the power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement.
(d) Baylor hereby represents and warrants that, other than the grant set forth herein including, without limitations, any non-exclusive license that Baylor may be required by law to grant to the United States of America or to a foreign state pursuant to an existing or future treaty with the United States of America, it has not encumbered, restricted, transferred or otherwise burdened the Technology.
(e) Baylor hereby represents and warrants that on the date hereof, other than as set forth in Schedule 3.1 hereto, it is not aware of any infringement of or by the Patent Rights or any claims by any other party in and to the Technology.
(f) Except as may be expressly set forth herein, Baylor hereby disclaims and negates any and all warranties, whether express or implied, with respect to the Technology, and Improvement or any rights hereunder transferred, including but not limited to, any IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. Without limiting the generality of the foregoing, Baylor makes no representations or warranties as to the patentability, noninfringement, use or other application of the Technology or any Improvement, or as to the likelihood of the success of any research, development, testing, marketing or other utilization of the Technology or any Improvement.
Baylor. Baylor represents and warrants that:
Baylor. Baylor shall retain and continue to solely own all rights, title and interest in and to all Technology owned or otherwise Controlled by Baylor existing as of the Effective Date, and any and all improvements, derivative works, and other derivations of any of the foregoing, and all Technology Rights in or to any of the foregoing, and all Marks and other intellectual property rights discovered, developed, invented, conceived of, reduced to practice or created solely by Baylor employees or contractors working on its behalf in the conduct of the Development Plan (“Baylor Property”). Baylor covenants that (a) it shall require all such employees and contractors to assign all right, title and interest in all such Technology Rights and other intellectual property rights to Baylor, and (b) ensure that such right, title and interest in all such Technology Rights and other intellectual property rights vest in Baylor. No right or license is or shall be deemed to be granted, expressly or implicitly, to or under any Baylor Property except solely for the licenses expressly granted in Sections 2.1, 2.2, and 2.3 of the License and Option Agreement. Baylor does not assign, transfer, or convey any right, title, interest, ownership, or co-ownership, or grant any lien or similar right, in or to any Baylor Property, or grant any right, claim, or expectation to Kuur to any such right, title, interest, ownership, co-ownership, lien, or similar right, or any license other than as expressly set forth in Sections 2.1, 2.2, and 2.3 of the License and Option Agreement, whether expressly or implicitly. If Baylor or any employee or contractor of Baylor owns or acquires an ownership interest in or to any Kuur Property in connection with this Agreement, Baylor agrees to assign, transfer, and convey, and Baylor hereby assigns, transfers, and conveys, and Baylor agrees to cause all such employees and contractors to assign, transfer, and convey, to Kuur all such interest, without any payment or right to any payment of any kind. Baylor shall, and shall cause such employees and contractors to, execute any document or take any reasonable action as requested by Kuur to effect any such assignment.