GENVEC. GenVec represents and warrants that: (i) it is a corporation duly organized validly existing and in good standing under the laws of the State of Delaware; and (ii) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of GenVec.
GENVEC. GenVec represents and warrants that: (i) it is a corporation ------ duly organized validly existing and in good standing under the laws of the State of Delaware; (ii) when executed and delivered, this Agreement will become valid and binding on GenVec, and enforceable against GenVec in accordance with its terms; (iii) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of GenVec, and (iv) as of the Effective Date, without conducting any inquiry, GenVec is not aware of threatened or pending actions, suits, investigations, claims or proceedings in any way relating to issued patents which GenVec necessarily must acquire license or other rights to in order to commercialize the Licensed Technology.
GENVEC. GenVec warrants and represents to Fuso that (i) it has the full right and authority to enter into this Agreement and grant the rights and licenses granted herein; (ii) as of the Effective Date, there are no existing or threatened actions, suits or claims pending against it with respect to the GenVec Technology or its right to enter into and perform its obligations under this Agreement and (iii) it has not previously granted, and will not grant during the term of this Agreement, any right, license or interest in or to GenVec Technology or Joint Technology, or any portion thereof, which are in conflict with the rights or licenses granted under this Agreement.
GENVEC. In the event Scios fails to initiate or defend any ------ Action involving the Patent Rights within * days of receiving notice of any alleged infringement with respect to which one or more third parties has made sales of allegedly infringing products of at least * or an aggregate of at least *, GenVec shall have the right, but not the obligation, to initiate such an Action, at its expense; provided, GenVec may not enter into any settlement which admits that any of the Patent Rights are invalid or unenforceable. Any amounts recovered from third parties in any such Action shall be used first to reimburse GenVec for its costs and expenses associated with such Action (including, without limitation, attorneys' and experts' fees) and the remainder shall be divided by the parties with GenVec receiving * of such remainder and Scios receiving *
GENVEC. In connection with the Research Program, GenVec intends to sponsor certain research and development at DFCI, subject to the terms of a written sponsored research agreement, to be negotiated and entered into by GenVec and DFCI.
GENVEC. GenVec warrants and represents to Fuso that (i) it has the full right and authority to enter into this Agreement and grant the rights and licenses granted herein; (ii) as of the Effective Date, there are no existing or threatened actions, suits or claims pending against it with respect to the GenVec Technology or its right to enter into and perform its obligations under this Agreement; (iii) it has not previously granted, and will not grant during the term of this Agreement, any right, license or interest in or to GenVec Technology or Joint Technology, or any portion thereof, which are in conflict with the rights or licenses granted under this Agreement; and (iv) as of the Effective Date, GenVec believes that the patent applications and patents listed on Exhibit A hereto is a complete list of patent applications and patents owned or controlled by GenVec necessary or useful for the conduct of the Research Program, provided, however, the foregoing does not apply * thereof.
GENVEC. GenVec agrees to indemnify and hold harmless Warner and its Affiliates and Sublicensees and their respective employees, agents, officers, directors and permitted assigns (each a "Warner Indemnitee") from and against any claims by a Third Party resulting in any liabilities, damages, settlements, claims, actions, suits, penalties, fines, costs or expenses incurred (including, without limitation, reasonable attorneys' fees and other expenses of litigation) (any of the foregoing, a "Claim") arising out of or resulting from (i) the negligence or willful misconduct of GenVec, (ii) a breach of any of the representations or warranties by GenVec hereunder, or (iii) the research and development or manufacture by GenVec of any Product Configuration, Development Candidate and/or Collaboration Product by GenVec or its Affiliates, except, in each case, to the extent that such Claim arises out of or results from the negligence or misconduct of a Warner Indemnitee.
GENVEC. GenVec warrants and represents to Fuso that (i) it has the full right and authority to enter into this Agreement and grant the rights and licenses granted herein; (ii) as of the Effective Date, except for the interference proceedings pending in the U.S. Patent and Trademark Office, there are no existing or threatened actions, suits or claims pending against it with respect to the GenVec Technology or its right to enter into and perform its obligations under this Agreement and (iii) it has not previously granted, and will not grant during the term of this Agreement, any right, license or interest in or to GenVec Technology or Joint Technology, or any portion thereof, which are in conflict with the rights or licenses granted under this Agreement.
GENVEC. GenVec shall indemnify, defend and hold harmless Scios and its directors, officers, employees and agents (each a "Scios Indemnitee") from and against any and all liabilities, damages, losses, costs or expenses (including reasonable attorneys' and professional fees and other expenses of litigation and/or arbitration) (a "Liability") resulting from any claim, suit or proceeding brought by a third party against a Scios Indemnitee, arising out of or in connection with (i) any misrepresentation with regard to, or breach of, any of the representations and warranties of GenVec set forth in Section 8.2, or (ii) the use by GenVec or its sublicensees of the biological materials provided by Scios to GenVec, or the development, manufacture, use and sale of Licensed Products by GenVec or its sublicensees, except, in each case, to the extent due to the negligence or willful misconduct of Scios.
GENVEC. GenVec warrants and represents to Fuso that (i) it has the full right and authority to enter into this Agreement and grant the rights and licenses granted herein; (ii) as of the Effective Date, except for the interference proceedings pending in the U.S. Patent and Trademark Office, there are no existing or threatened actions, suits or claims pending against it with respect to the GenVec Technology or its right to enter into and perform its obligations under this Agreement; (iii) it has not previously granted, and will not grant during the Agreement Term, any right, license or interest in or to GenVec Technology or Joint Technology, or any portion thereof, which are in conflict with the rights or licenses granted under this Agreement; and (iv) as of the Effective Date, GenVec believes that the list of patent applications and patents contained in Exhibit A hereto is a complete list of patent applications and patents owned or controlled by GenVec reasonably anticipated by GenVec to be used for the conduct of the Research Program or the Collaboration Products.
