Common use of By Licensor Clause in Contracts

By Licensor. Licensor represents, warrants and covenants to Licensee that (a) it has the right and authority to enter into this Agreement and perform its obligations hereunder and this Agreement constitutes the legal, valid and binding obligation of Licensor enforceable in accordance with its terms, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium and similar Laws from time to time in effect, as well as to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), (b) it owns all right, title and interest in and to the Patents and Know-How and has the full right and authority to grant the licenses set forth in Section 2 (Grant of License), (c) there are no outstanding agreements, assignments or encumbrances inconsistent with the provisions of said licenses and Licensor has the right to grant the licenses set forth in Section 2 without seeking the approval or consent of any third party, (d) none of the Patents have been invalidated either wholly or partly by a court of law within the United States or abroad or by the United States Patent and Trademark Office or any of its foreign equivalents and there are no proceedings to do so as of the Effective Date, (e) to Licensor’s best knowledge, the Patents are valid and enforceable as of the Effective Date, (f) to Licensor’s best knowledge, neither the Patents nor the Know-How infringe or misappropriate any patent, trade secret or other intellectual property right of any third party, and (g) Licensor has not threatened or initiated any claim, suit or proceeding against any third party alleging that such third party has infringed or misappropriated any rights under the Patents and/or Know-How and, to the knowledge of Licensor, no third party is infringing or misappropriating any such rights.

By Licensor. Licensor representsrepresents and warrants that, warrants and covenants to Licensee that except as set forth in the Schedules hereto: (ai) it has the right and authority is duly authorized to enter into the transactions contemplated by this Agreement; (ii) this Agreement and perform its obligations hereunder and this Agreement constitutes the legal, is a valid and binding obligation of Licensor Licensor, enforceable against it in accordance with its terms; (iii) the performance of Licensor's obligations hereunder does not violate any agreement, subjectlaw, howeverrule, or regulation binding on Licensor or Licensor's charter documents; (iv) subject to the effects of bankruptcySection 7.4, insolvencyit has, reorganizationand will continue to have, moratorium and similar Laws from time to time in effect, as well as to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), (b) it owns all right, title and interest rights in and to the Patents Existing Library Programs, Output Programs and Know-How Wallpaper necessary to fulfill its obligations hereunder (except that with respect to the Existing Library, no such representation is made as to any program not listed on Schedules 2.1(a)-1, 2.1 (a) 2 and has 2.1(a)-3); (v) except for the full right license between Licensor and authority third parties which Licensor is assigning to grant Licensee, the Existing Library Programs, Output Programs and Wallpaper are not subject to licenses set forth in Section 2 (Grant of License), (c) there are no outstanding agreements, assignments or encumbrances inconsistent which conflict with the provisions rights granted herein, and the use thereof by Licensee as contemplated herein will not infringe upon the copyright, literary or dramatic right or right of said licenses and Licensor has the right to grant the licenses set forth in Section 2 without seeking the approval privacy of any third party or consent constitute a libel or slander of any third party; (vi) the licenses between Licensor and third parties which Licensor is assigning to Licensee are assignable, (d) none of the Patents have been invalidated either wholly or partly by a court of law within the United States or abroad or by the United States Patent and Trademark Office or any of its foreign equivalents and there are no proceedings to do so as of the Effective Date, (e) to Licensor’s best knowledge, the Patents are valid and enforceable as enforceable, that the licensees under such licenses have not pre-paid the license fees, if any, due thereunder (except in accordance with the terms of the Effective Datesuch licenses), (f) to Licensor’s best knowledge, neither the Patents nor the Know-How infringe or misappropriate any patent, trade secret or other intellectual property right of any third party, and (g) Licensor has not threatened or initiated any claim, suit or proceeding against any third party alleging that such third party has infringed or misappropriated any rights under the Patents and/or Know-How and, to the knowledge best of Licensor's knowledge and belief, no third party such licensees do not have any claims, offsets or defenses which are adverse to Licensee's rights hereunder; and (vii) Licensor has disclosed all material information relating to the rights granted hereunder, and that all such information is infringing or misappropriating any such rightstrue and correct to the best of Licensor's knowledge and belief.

By Licensor. Licensor represents, represents and warrants to Sublicensee and covenants to Licensee that Sublicensor that: (a) it has the right full right, power and authority to enter into this Agreement and perform its obligations hereunder hereunder; (b) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and is qualified to conduct its business in those jurisdictions necessary to perform this Agreement; (c) this Agreement constitutes the legal, valid and binding obligation of Licensor enforceable in accordance with its terms, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium and similar Laws laws from time to time in effect, as well as to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (d) the License Agreement constitutes the legal, valid and binding obligation of Licensor enforceable in accordance with its terms, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium and similar laws from time to time in effect, as well as to general principles of equity (bregardless of whether such enforceability is considered in a proceeding in equity or at law); (e) all necessary limited liability company or corporate action has been taken to authorize, and all necessary authorizations, notices and consents of any third party which are required to authorize, Licensor to execute and deliver, and to perform the transactions contemplated by, this Agreement have been obtained and remain in full force and effect; (f) the execution, delivery and performance of this Agreement are within its powers, have been duly authorized by all necessary action and do not violate any of the terms or conditions in its limited liability company agreement or other governing documents or any contract to which it is a party or by which any of its properties is bound or any law, rule, regulation, order, writ, judgment, decree or other legal or regulatory determination of any governmental entity applicable to it; (g) it owns all right, title and interest in and to the Patents and Know-How and How; (h) it has the full right and authority to grant the licenses set forth in Section 2 Technology Sublicense to Sublicensee; (Grant of License), (ci) there are no outstanding agreements, assignments or encumbrances inconsistent with the provisions of said licenses and Licensor has the right to grant the licenses set forth in Section 2 without seeking the approval or consent of any third party, this Agreement; (dj) none of the Patents have been invalidated either wholly or partly by a tribunal or court of law within the United States or abroad or by the United States Patent and Trademark Office or any of its foreign equivalents and to the knowledge of Licensor there are no proceedings attempting to do so as of the Effective Date, so; (ek) to Licensor’s best knowledge, the Patents are valid and enforceable as of the Effective Date, enforceable; (fl) to Licensor’s best knowledge, neither the Patents nor the Know-How infringe or misappropriate any patent, trade secret or other intellectual property right of any third party; (m) Licensor has not received any notice alleging its noncompliance with any Applicable Law with respect to the Patents, and Know-How, Technology, or Licensed Property (gn) Licensor has not threatened or initiated any claim, suit or proceeding against any third party alleging that such third party has infringed or misappropriated any rights under the Patents and/or Know-How and, to the knowledge of Licensor, no third party is infringing or misappropriating any such rights; and (o) the Patents and Know-How, along with know-how generally available in the refining industry, are all the intellectual property rights necessary for the manufacture of the Licensed Property and the production of Refined Coal with the Facilities.

By Licensor. Licensor represents, hereby represents and warrants that: 4.2.1 Licensor is the sole and covenants to Licensee that (a) it has exclusive owner of the right and authority to enter into this Agreement and perform its obligations hereunder and this Agreement constitutes the legal, valid and binding obligation of Licensor enforceable in accordance with its terms, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium and similar Laws from time to time in effect, as well as to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), (b) it owns all entire right, title title, and interest in and to the Patents Licensed IP and Know-How and has the full right and authority to grant the licenses set forth in Section 2 (Grant of License), (c) there are no outstanding agreements, assignments or encumbrances inconsistent with the provisions of said licenses and Licensor has the right to grant the licenses set forth granted herein; 4.2.2 except for the license to Licensee, the Licensed IP is not subject to any encumbrance, lien, license rights (including any covenant not to sue in Section 2 without seeking respect thereto) or claim of ownership by any Third Party that would interfere with the approval rights granted under this Agreement; 4.2.3 during the Term, Licensor shall not knowingly and intentionally encumber or consent diminish the rights granted to Licensee under this Agreement with respect to Licensed IP to the extent exclusively licensed to Licensee under this Agreement; 4.2.4 to Licensor’s knowledge, the Licensed Patent Rights are being diligently prosecuted in the respective patent offices in the Territory in accordance with applicable law, and the Licensed Patent Rights have been filed and maintained properly and correctly and all applicable fees have been paid on or before the due date for payment prior to the Effective Date of any third partythis Agreement; 4.2.5 the conception, (d) none development, and reduction to practice of the Patents have been invalidated either wholly or partly by a court of law within the United States or abroad or by the United States Patent and Trademark Office or any of its foreign equivalents and there are no proceedings to do so Licensed IP existing as of the Effective DateDate has not constituted or involved the misappropriation of trade secrets or other rights or property of any Third Party and the Licensed Products and the Licensed IP do not infringe, (e) misappropriate or otherwise violate, the intellectual property rights of any Third Party; 4.2.6 each Person who has or has had any rights in or to any Licensed Patent Rights, has assigned and has executed an agreement assigning its entire right, title, and interest in and to such Licensed Patent Rights to Licensor’s best knowledge, and Licensor licensed such rights to Licensee, pursuant to this Agreement; 4.2.7 the Patents are valid and enforceable as of the Effective Date, (f) to Licensor’s best knowledge, neither the Patents nor the Know-How infringe or misappropriate any patent, trade secret or other Licensed IP represents all intellectual property right owned or controlled by Licensor and any of its Affiliates that is necessary/useful to exploit the Licensed Products; 4.2.8 the Licensed IP is sufficient to enable the manufacture of Licensed Products by or on behalf of Licensee; and 4.2.9 the Licensed IP, as far as Licensor is aware or should be aware, are not presently subject to any third party, infringement and (g) Licensor has have not threatened or initiated been subject to any claim, suit or proceeding against infringement by any third party alleging that such third party has infringed or misappropriated any rights under the Patents and/or Know-How and, to the knowledge of Licensor, no third party is infringing or misappropriating any such rightsThird Party.

By Licensor. Licensor represents, represents and warrants and covenants to Licensee that that: (a) it Licensor has the right right, power and authority to grant to Licensee ---------- [ * ] Confidential Treatment Requested the exclusive licenses and rights to the Licensed Technology in the Territory set forth in this Agreement and to enter into this Agreement and perform its Licensor's obligations hereunder hereunder; (b) This Agreement has been duly executed and this Agreement constitutes the delivered by Licensor and is a legal, valid and binding obligation of enforceable against Licensor enforceable in accordance with its terms, subject, however, subject to the effects of applicable bankruptcy, insolvency, reorganization, arrangement, moratorium and similar Laws from time other laws relating to time in effect, as well as to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), (b) it owns all right, title affecting creditors' rights generally and interest in and to the Patents and Know-How and has the full right and authority to grant the licenses set forth in Section 2 (Grant of License), equitable principles; (c) The execution, delivery and performance of this Agreement, and the rights and licenses granted hereunder, do not conflict with, violate or breach any agreement to which Licensor is a party, and there are no outstanding agreements, assignments or encumbrances in existence inconsistent with the provisions of said licenses and this Agreement. Licensor has not granted and will not grant any license or other right in any of the right to grant Licensed Technology that interferes with or conflicts with any of the licenses set forth in Section 2 without seeking the approval or consent of any third party, rights granted to Licensee under this Agreement; (d) none The License Agreement dated as of [ * ] between NPC and Meiji relating to NPe6 (the "NPC-Meiji Agreement") remains in effect, without breach by either party. This Agreement is not a sublicense of the Patents have been invalidated either wholly NPC-Meiji Agreement. [ * ]. Meiji has granted no sublicense or partly other rights under the NPC-Meiji Agreement in the Territory; (e) As of the Effective Date of this Agreement, Licensor is the sole and exclusive owner of, or controls the sole and exclusive rights to, the Licensed Technology including the Compound (including, without limitation, all versions of the Drug Master File filed by a court ▇▇▇▇▇); (f) To the best knowledge of law within the United States or abroad or by the United States Patent and Trademark Office or any of its foreign equivalents and there are no proceedings to do so Licensor as of the Effective Date, no third party has any right, title or interest in or to the Licensed Technology in the Territory; [ * ]. (eg) to Licensor’s best knowledgeAs of the Effective Date, Licensor has not received any notice from any third party claiming any ownership interest or control in the Patents are valid Licensed Technology, including the Compound; (h) The Licensed Technology has not knowingly been obtained through any activity, omission or representation that would limit or destroy the ---------- [ * ] Confidential Treatment Requested validity or enforceability of the Licensed Technology, and enforceable Licensor has, as of the Effective Date, no knowledge or information that would have a material adverse impact on the validity and/or enforceability of the Licensed Technology; (fi) As of the Effective Date, there are no actions pending, or, to the best of Licensor’s 's knowledge as of the Effective Date, threatened before any court or tribunal relating to the Licensed Technology, and no Licensed Patent has been involved in any reissue, reexamination, interference, opposition or equivalent or similar proceeding or in any litigation, [ * ]; (j) To the best knowledgeknowledge of Licensor as of the Effective Date, neither the issued Licensed Patents nor are valid and enforceable and are not being infringed by any third party in the Know-How Territory or Japan. Licensor has, as of the Effective Date, no knowledge or information that would materially affect the validity and/or enforceability of the Licensed Patents. However, Licensor does not represent and warrant that any of the Licensed Patents is valid and enforceable; (k) As of the Effective Date, Licensor has not received any notice from any third party claiming that the development, manufacture, use, importation, exportation or sale of NPe6 or ME2906 will infringe or misappropriate any patent, trade secret or other intellectual property right patent of any third party; (l) No other license for currently existing patents or patent applications of Licensor or Affiliates of Licensor is required to develop, and make, have made, use, import, export, offer for sale or sell the Compound in the Territory; (gm) Licensor has not threatened knowingly misstated any material fact with respect to the Compound, including its manufacture, safety and efficacy, or initiated the Licensed Patents or with respect to the information related thereto provided by Licensor to Licensee, nor has Licensor knowingly omitted to state any claimmaterial fact or provide any material information required to make such information not misleading; (n) As of the Effective Date, suit Licensor neither owns nor controls any compound, other than the Compound, for use with PDT, or proceeding against any third party alleging that intellectual property rights related to any such third party compound, and is not, as of the Effective Date, developing or negotiating to obtain any such compound or intellectual property rights; and (o) The execution and delivery by Licensor of this Agreement require no governmental approvals to be obtained on the part of Licensor, or, if required, Licensor has infringed or misappropriated any rights under obtained such approvals. ---------- [ * ] Confidential Treatment Requested (p) Without limiting Licensor's obligations regarding the Patents and/or Licensed Know-How andunder Section 2.1, Article 3, Article 4, Section 6.6, Article 7 and Article 15 of this Agreement, and except for and subject to the knowledge of Licensor's representations and warranties set forth above, no third party is infringing or misappropriating any such rightsLICENSOR MAKES NO OTHER WARRANTY WITH RESPECT TO THE ACCURACY, COMPLETENESS, APPLICABILITY, FITNESS OR MERCHANTABILITY OF THE LICENSED KNOW-HOW, INCLUDING THE ENGLISH TRANSLATION THEREOF.

By Licensor. Licensor represents, represents and warrants to Sublicensee and covenants to Licensee that Sublicensor that: (a) it has the right full right, power and authority to enter into this Agreement and perform its obligations hereunder hereunder; (b) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and is qualified to conduct its business in those jurisdictions necessary to perform this Agreement; (c) this Agreement constitutes the legal, valid and binding obligation of Licensor enforceable in accordance with its terms, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium and similar Laws laws from time to time in effect, as well as to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (d) the Patent and Technology License constitutes the legal, valid and binding obligation of Licensor enforceable in accordance with its terms, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium and similar laws from time to time in effect, as well as to general principles of equity (bregardless of whether such enforceability is considered in a proceeding in equity or at law); (e) all necessary limited liability company or corporate action has been taken to authorize, and all necessary authorizations, notices and consents of any third party which are required to authorize, Licensor to execute and deliver, and to perform the transactions contemplated by, this Agreement have been obtained and remain in full force and effect; (f) the execution, delivery and performance of this Agreement are within its powers, have been duly authorized by all necessary action and do not violate any of the terms or conditions in its limited liability company agreement or other governing documents or any contract to which it is a party or by which any of its properties is bound or any law, rule, regulation, order, writ, judgment, decree or other legal or regulatory determination of any governmental entity applicable to it; (g) it owns all right, title and interest in and to the Patents Patents, Licensed Science, and Know-How and How; (h) it has the full right and authority to grant the licenses set forth in Section 2 Licensed Science Sublicense to Sublicensee; (Grant of License), (ci) there are no outstanding agreements, assignments or encumbrances inconsistent with the provisions of said licenses and Licensor has the right to grant the licenses set forth in Section 2 without seeking the approval or consent of any third party, this Agreement; (dj) none of the Patents have been invalidated either wholly or partly by a tribunal or court of law within the United States or abroad or by the United States Patent and Trademark Office or any of its foreign equivalents and to the knowledge of Licensor there are no proceedings attempting to do so as of the Effective Date, so; (ek) to Licensor’s best knowledge, the Patents are valid and enforceable as of the Effective Date, enforceable; (fl) to Licensor’s best knowledge, neither the Patents nor the the, Licensed Science or Know-How infringe or misappropriate any patent, trade secret or other intellectual property right of any third party; (m) Licensor has not received any notice alleging its noncompliance with any Applicable Law with respect to the Patents, and Know-How, Licensed Science, or Licensed Products; (gn) Licensor has not threatened or initiated any claim, suit or proceeding against any third party alleging that such third party has infringed or misappropriated any rights under the Patents Patents, Licensed Science, and/or Know-How and, to the knowledge of Licensor, no third party is infringing or misappropriating any such rights; and (o) the Patents, Licensed Science, and Know-How, along with know-how generally available in the Field, are all the intellectual property rights necessary for the manufacture of the Licensed Products.

By Licensor. Licensor represents, warrants and covenants to Licensee that (a) it has the right and authority to enter into this Agreement and perform its obligations hereunder and this Agreement constitutes the legal, valid and binding obligation of Licensor enforceable in accordance with its terms, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium and similar Laws from time to time in effect, as well as to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), (b) it owns all right, title and interest in and to the Patents and Know-How and has the full right and authority to grant the licenses set forth in Section 2 (Grant of License), (cd) there are no outstanding agreements, assignments or encumbrances inconsistent with the provisions of said licenses and Licensor has the right to grant the licenses set forth in Section 2 without seeking the approval or consent of any third party, (de) none of the Patents have been invalidated either wholly or partly by a court of law within the United States or abroad or by the United States Patent and Trademark Office or any of its foreign equivalents and there are no proceedings to do so as of the Effective Date, (ef) to Licensor’s 's best knowledge, the Patents are valid and enforceable as of the Effective Date, (fg) to Licensor’s 's best knowledge, neither the Patents nor the Know-How infringe or misappropriate any patent, trade secret or other intellectual property right of any third party, party and (gh) Licensor has not threatened or initiated any claim, suit or proceeding against any third party alleging that such third party has infringed or misappropriated any rights under the Patents and/or Know-How and, to the knowledge of Licensor, no third party is infringing or misappropriating any such rights.

By Licensor. Licensor represents, represents and warrants and covenants to Licensee that as of the Effective Date: (a) it has the right full right, power and authority to enter into this Agreement and perform its obligations hereunder hereunder; (b) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and is qualified to conduct its business in those jurisdictions necessary to perform this Agreement; (c) when executed by the Parties, this Agreement constitutes the legal, valid and binding obligation of Licensor enforceable against Licensor in accordance with its terms, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium and similar Laws laws from time to time in effect, as well as to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (d) all necessary corporate action has been taken to authorize, and all necessary authorizations, notices and consents of any third party which are required to authorize, Licensor to execute and deliver, and to perform the transactions contemplated by, this Agreement have been obtained and remain in full force and effect; (be) the execution, delivery and performance of this Agreement are within its powers, have been duly authorized by all necessary action and do not violate any of the terms or conditions in its bylaws or other formation or governing documents or any contract to which it is a party or by which any of its properties is bound (including, without limitation, the Arch Agreement), or any law, rule, regulation, order, writ, judgment, decree or other legal or regulatory determination of any Governmental Authority applicable to it; (f) Licensor owns all right, title and interest in and to the Patents and Know-How and has the full right and authority to grant the licenses set forth in Section 2 Technology; (Grant of License), (cg) there are no outstanding agreements, assignments or encumbrances inconsistent or in conflict with the provisions of said licenses and Licensor has the right to grant the licenses set forth in Section 2 without seeking the approval or consent of any third party, this Agreement; (dh) none of the Patents have been invalidated either wholly or partly by a court of law within the United States or abroad or by are in good standing in the United States Patent and Trademark Office or and any of its foreign equivalents equivalents, and there are to the knowledge of Licensor, no proceedings to do so as events or circumstances exist that could have an adverse effect on the prosecution of the Effective DatePatents to issuance; (i) the manufacture, (e) to Licensor’s best knowledgeuse, sale, and offer for sale of the Licensed Property and Refined Coal and the practice of the Patents are valid and enforceable as of the Effective Date, (f) to Licensor’s best knowledge, neither the Patents nor the Know-How do not infringe or misappropriate any patent, trade secret or other intellectual property right of any third party; (j) Licensor has not received any notice alleging its noncompliance with any Applicable Law with respect to the Technology or Licensed Property or alleging that the manufacture, use, sale, and offer for sale of the Licensed Property and Refined Coal and the practice of the Patents and the Know-How infringe or misappropriate the patent, trade secret or other intellectual property right of any third party; (gk) Licensor has not threatened or initiated any claim, suit or proceeding against any third party alleging that such third party has infringed or misappropriated any rights under under, in or to the Patents and/or Know-How Technology or the Licensed Property and, to the knowledge of Licensor, no third party is infringing or misappropriating any such rights; and (l) the Patents and Know-How, along with know-how generally available in the coal-fired power generation industry, are all the intellectual property rights necessary for the manufacture of the Licensed Property and the production of Refined Coal.