Common use of Borrower Products Clause in Contracts

Borrower Products. Except as described on Schedule 5.11, no Intellectual Property owned by any Borrower or Borrower Product has been or is subject to any actual or, to the knowledge of such Borrower, threatened litigation, proceeding (including any proceeding in the United States Patent and Trademark Office or any corresponding foreign office or agency) or outstanding decree, order, judgment, settlement agreement or stipulation that restricts in any manner such Borrower’s use, transfer or licensing thereof or that may affect the validity, use or enforceability thereof. There is no decree, order, judgment, agreement, stipulation, arbitral ​ ​ award or other provision entered into in connection with any litigation or proceeding that obligates any Borrower to grant licenses or ownership interest in any future Intellectual Property related to the operation or conduct of the business of such Borrower or Borrower Products. No Borrower has received any written notice or claim, or, to the knowledge of such Borrower, oral notice or claim, challenging or questioning such Borrower’s ownership in any Intellectual Property (or written notice of any claim challenging or questioning the ownership in any licensed Intellectual Property of the owner thereof) or suggesting that any third party has any claim of legal or beneficial ownership with respect thereto nor, to such Borrower’s knowledge is there a reasonable basis for any such claim. To the knowledge of each Borrower, no Borrower’s use of its Intellectual Property nor the production and sale of the Borrower’s Borrower Products infringes the intellectual property or other rights of others. Other than as publically disclosed by Borrower in its 8-K filed with the SEC on November 30, 2021 regarding a planned Oncologic Drugs Advisory Committee meeting, there have been no recalls, field notifications, field corrections, market withdrawals, warnings, “dear doctor” letters, investigator notices, safety alerts or other notice of action relating to an alleged lack of safety, efficacy, or regulatory compliance of any Borrower Products (“Safety Notices”) and to the knowledge of any Borrower, there are no facts that would be reasonably likely to result in (i) a Safety Notice with respect to any Borrower Products, (ii) a change in labeling of any Borrower Products or (iii) a termination or suspension of marketing or testing of any Borrower Products.

Borrower Products. Except as described set forth on Schedule 5.11, no Intellectual Property owned by any Borrower or Loan Party, Borrower Product owned by any Loan Party, or, to the knowledge of any Loan Party, Borrower Product licensed to any Loan Party has been or is subject to any actual or, to the knowledge of such Borrowerany Loan Party, threatened in writing litigation, proceeding (including any proceeding in the United States Patent and Trademark Office or any corresponding foreign office or agency, except for routine prosecution of such Intellectual Property in the United States Patent and Trademark Office or any corresponding foreign office or agency) or outstanding decree, order, judgment, settlement agreement or stipulation that restricts in any manner such BorrowerLoan Party’s use, transfer or licensing thereof or that may would reasonably be expected to adversely affect the validity, use or enforceability thereofthereof in each case to an extent that would reasonably be expected to materially and adversely affect such Loan Party’s ability to perform or pay the Secured Obligations in accordance with the Loan Documents. There is no decree, order, judgment, agreement, stipulation, arbitral ​ ​ award or other provision entered into in connection with any litigation or proceeding that obligates any Borrower Loan Party to grant licenses or ownership interest in any future Intellectual Property related to be used in the operation or conduct of the business of such Borrower Loan Party or Borrower ProductsProducts to an extent that would reasonably be expected to materially and adversely affect such Loan Party’s ability to perform or pay the Secured Obligations in accordance with the Loan Documents. No Borrower Loan Party has received any written notice or claim, or, to the knowledge of such Borrower, oral notice or claim, claim challenging or questioning such BorrowerLoan Party’s ownership in any Intellectual Property used in the operation or conduct of the business of such Loan Party (or written notice of any claim challenging or questioning the ownership in any licensed Intellectual Property of the owner thereof) or suggesting alleging that any third party has any claim of legal or beneficial ownership with respect thereto norto any Intellectual Property owned by or purported to be owned by any Loan Party, in each case that would reasonably be expected to materially and adversely affect such BorrowerLoan Party’s knowledge is there a reasonable basis for any such claimability to perform or pay the Secured Obligations in accordance with the Loan Documents. To the knowledge of each Borrowerany Loan Party, no BorrowerLoan Party’s use of its Intellectual Property in the operation or conduct of the business of such Loan Party nor the production and sale of the Borrower’s Borrower Products related to the operation or conduct of the business of such Loan Party infringes the intellectual property Intellectual Property or other rights of others. Other , other than as publically disclosed by Borrower infringements that would not reasonably be expected to materially and adversely affect such Loan Party’s ability to perform or pay the Secured Obligations in its 8-K filed accordance with the SEC on November 30, 2021 regarding a planned Oncologic Drugs Advisory Committee meeting, there have been no recalls, field notifications, field corrections, market withdrawals, warnings, “dear doctor” letters, investigator notices, safety alerts or other notice of action relating to an alleged lack of safety, efficacy, or regulatory compliance of any Borrower Products (“Safety Notices”) and to the knowledge of any Borrower, there are no facts that would be reasonably likely to result in (i) a Safety Notice with respect to any Borrower Products, (ii) a change in labeling of any Borrower Products or (iii) a termination or suspension of marketing or testing of any Borrower ProductsLoan Documents.

Borrower Products. Except as described set forth on Schedule 5.11, no Intellectual Property owned by any Borrower Loan Party or Borrower Product has been or is subject to any actual or, to the knowledge of such Borrowerany Loan Party, threatened litigation, proceeding (including any proceeding in the United States Patent and Trademark Office or any corresponding foreign office or agency, but excluding office actions or similar communications issued by the United States Patent and Trademark Office or corresponding foreign office or agency) or outstanding decree, order, judgment, settlement agreement or stipulation that restricts in any manner such BorrowerLoan Party’s use, transfer or licensing thereof or that may would reasonably be expected to adversely affect the validity, use or enforceability thereof. There is no decree, order, judgment, agreement, stipulation, arbitral ​ ​ award or other provision entered into in connection with any litigation or proceeding that obligates any Borrower Loan Party to grant licenses or ownership interest in any future Intellectual Property related to be used in the operation or conduct of the business of such Borrower Loan Party or Borrower ProductsProducts to an extent that would reasonably be expected to materially adversely affect such Loan Party’s ability to perform or pay the Secured Obligations in accordance with the Loan Documents. No Borrower Loan Party has received any written notice or claim, or, to the knowledge of such Borrowerany Loan Party, oral notice or claim, challenging or questioning such BorrowerLoan Party’s ownership in any Intellectual Property (used in the operation or written notice of any claim challenging or questioning the ownership in any licensed Intellectual Property conduct of the owner thereof) business of such Loan Party or suggesting that any third party has any claim of legal or beneficial ownership with respect thereto nor, to such Borrowerany Loan Party’s knowledge knowledge, is there a reasonable basis for any such claim. To the knowledge of each Borrower, no BorrowerNeither any Loan Party’s use of its Intellectual Property in the operation or conduct of the business of such Loan Party nor the production manufacture and sale of the Borrower’s Borrower Products infringes the intellectual property or other rights of others. Other , other than as publically disclosed by Borrower infringements that would not reasonably be expected to materially adversely affect such Loan Party’s ability to perform or pay the Secured Obligations in its 8-K filed accordance with the SEC on November 30, 2021 regarding a planned Oncologic Drugs Advisory Committee meeting, there have been no recalls, field notifications, field corrections, market withdrawals, warnings, “dear doctor” letters, investigator notices, safety alerts or other notice of action relating to an alleged lack of safety, efficacy, or regulatory compliance of any Borrower Products (“Safety Notices”) and to the knowledge of any Borrower, there are no facts that would be reasonably likely to result in (i) a Safety Notice with respect to any Borrower Products, (ii) a change in labeling of any Borrower Products or (iii) a termination or suspension of marketing or testing of any Borrower Products.Loan Documents

Borrower Products. Except as described on Schedule 5.115.12 to the Disclosure Letter, no material Intellectual Property owned by any Borrower Loan Party or Borrower Product has been or is subject to any actual or, to the knowledge of such Borrowerthe Loan Parties, threatened in writing litigation, proceeding (including any proceeding in the United States Patent and Trademark Office or any corresponding foreign office or agency) or outstanding decree, order, judgment, settlement agreement or stipulation that restricts in any material manner such BorrowerLoan Party’s use, transfer or licensing thereof or that may affect the validity, use or enforceability thereof, except where such litigation, proceeding, decree, order, judgment, settlement agreement or stipulation would not reasonably be expected to have a Material Adverse Effect. There is no decree, order, judgment, agreement, stipulation, arbitral ​ ​ award or other provision entered into in connection with any litigation or proceeding that obligates any Borrower Loan Party to grant licenses or ownership interest in any future Intellectual Property related to the operation or conduct of the business of such Borrower the Loan Parties or Borrower Products, except where such decree, order, judgment, agreement, stipulation or award would not reasonably be expected to have a Material Adverse Effect. No Borrower Loan Party has received any written notice or claim, or, to the knowledge of such Borrowerthe Loan Parties, oral notice or claim, challenging or questioning such Borrower’s their ownership in any Intellectual Property (or written notice of any claim challenging or questioning the ownership in any licensed Intellectual Property of the owner thereof) or suggesting that any third party has any claim of legal or beneficial ownership with respect thereto nor, to such Borrower’s knowledge the Loan Parties’ knowledge, is there a reasonable basis for any such claimclaim in each case to where such notice or claim would reasonably be expected to have a Material Adverse Effect. To the knowledge of each BorrowerLoan Parties’ knowledge, no BorrowerLoan Party’s use of its Intellectual Property nor or the production and sale of the Borrower’s Borrower Products infringes the intellectual property valid Intellectual Property or other rights of othersothers in any material respect. Other than as publically disclosed by Borrower in its 8-K filed with the SEC on November 30, 2021 regarding a planned Oncologic Drugs Advisory Committee meeting, there have been no recalls, field notifications, field corrections, market withdrawals, warnings, “dear doctor” letters, investigator notices, safety alerts or other notice of action relating to an alleged lack of safety, efficacy, or regulatory compliance of any Borrower Products (“Safety Notices”) and to the knowledge of any Borrower, there are no facts that would be reasonably likely to result in (i) a Safety Notice with respect to any Borrower Products, (ii) a change in labeling of any Borrower Products or (iii) a termination or suspension of marketing or testing of any Borrower Products.5.13

Borrower Products. Except as described on Schedule 5.115.12 to the Disclosure Letter, no material Intellectual Property owned by any Borrower Loan Party or Borrower Product has been or is subject to any actual or, to the knowledge of such Borrowerthe Loan Parties, threatened in writing litigation, proceeding (including any proceeding in the United States Patent and Trademark Office or any corresponding foreign office or agency) or outstanding decree, order, judgment, settlement agreement or stipulation that restricts in any material manner such BorrowerLoan Party’s use, transfer or licensing thereof or that may affect the validity, use or enforceability thereof, except where such litigation, proceeding, decree, order, judgment, settlement agreement or stipulation would not reasonably be expected to have a Material Adverse Effect. There is no decree, order, judgment, agreement, stipulation, arbitral ​ ​ award or other provision entered into in connection with any litigation or proceeding that obligates any Borrower Loan Party to grant licenses or ownership interest in any future Intellectual Property related to the operation or conduct of the business of such Borrower the Loan Parties or Borrower Products, except where such decree, order, judgment, agreement, stipulation or award would not reasonably be expected to have a Material Adverse Effect. No Borrower Loan Party has received any written notice or claim, or, to the knowledge of such Borrowerthe Loan Parties, oral notice or claim, challenging or questioning such Borrower’s their ownership in any Intellectual Property (or written notice of any claim challenging or questioning the ownership in any licensed Intellectual Property of the owner thereof) or suggesting that any third party has any claim of legal or beneficial ownership with respect thereto nor, to such Borrower’s knowledge the Loan Parties’ knowledge, is there a reasonable basis for any such claimclaim in each case to where such notice or claim would reasonably be expected to have a Material Adverse Effect. To the knowledge of each BorrowerLoan Parties’ knowledge, no BorrowerLoan Party’s use of its Intellectual Property nor or the production and sale of the Borrower’s Borrower Products infringes the intellectual property valid Intellectual Property or other rights of others. Other than as publically disclosed by Borrower others in its 8-K filed with the SEC on November 30, 2021 regarding a planned Oncologic Drugs Advisory Committee meeting, there have been no recalls, field notifications, field corrections, market withdrawals, warnings, “dear doctor” letters, investigator notices, safety alerts or other notice of action relating to an alleged lack of safety, efficacy, or regulatory compliance of any Borrower Products (“Safety Notices”) and to the knowledge of any Borrower, there are no facts that would be reasonably likely to result in (i) a Safety Notice with respect to any Borrower Products, (ii) a change in labeling of any Borrower Products or (iii) a termination or suspension of marketing or testing of any Borrower Productsmaterial respect.

Borrower Products. Except as described set forth on Schedule 5.115.11 or in the most recently delivered Compliance Certificate in accordance with Section 7.1(d), no Intellectual Property owned by any Borrower and material in its business or Borrower Product has been or is subject to any actual or, to the knowledge of such Borrower, threatened in writing, litigation, third party proceeding (including any third party proceeding in the United States Patent and Trademark Office or any corresponding foreign office or agency) or outstanding decree, order, judgment, settlement agreement or stipulation that restricts in any manner such Borrower’s use, transfer or licensing thereof or that may could reasonably be expected to adversely affect the validity, use or enforceability thereof. There is no decree, order, judgment, agreement, stipulation, arbitral ​ ​ award or other provision entered into in connection with any litigation or third party proceeding that obligates any Borrower to grant licenses or ownership interest in any future Intellectual Property related to the operation or conduct of the business of such Borrower or Borrower ProductsProducts to an extent that could reasonably be expected to materially adversely affect such Loan Party’s ability to perform or pay the Secured Obligations in accordance with the Loan Documents. No Borrower has not received any written notice or claim, or, to the knowledge of such Borrower, oral notice or claim, challenging or questioning such Borrower’s ownership in any material Intellectual Property (or written notice of any claim challenging or questioning the ownership in any licensed Intellectual Property of the owner thereof) or suggesting that any third party has any claim of legal or beneficial ownership with respect thereto nor, to such Borrower▇▇▇▇▇▇▇▇’s knowledge knowledge, is there a reasonable basis for any such claim. To the knowledge of each Borrower, no Borrower’s use of its Intellectual Property nor the production and sale of the Borrower’s Borrower Products infringes the intellectual property or other rights of others. Other than as publically disclosed by Borrower in its 8-K filed with the SEC on November 30, 2021 regarding a planned Oncologic Drugs Advisory Committee meeting, there have been no recalls, field notifications, field corrections, market withdrawals, warnings, “dear doctor” letters, investigator notices, safety alerts or other notice of action relating to an alleged lack of safety, efficacy, or regulatory compliance of any Borrower Products (“Safety Notices”) and to the knowledge of any Borrower, there are no facts that would be reasonably likely to result in (i) a Safety Notice with respect to any Borrower Products, (ii) a change in labeling of any Borrower Products or (iii) a termination or suspension of marketing or testing of any Borrower Products.