Licenses Received. All material licenses or other material agreements under which Dendreon is granted rights by others in Dendreon Intellectual Property Assets are listed in Schedule 4.09(g) of the Dendreon Disclosure Schedule. For the purpose of the foregoing sentence, licenses and agreements for commercial off-the-shelf computer software having a cost of less than $5,000 per seat or license shall not be deemed material. Except as set forth in Schedule 4.09(g) of the Dendreon Disclosure Schedule: (i) all licenses or other agreements under which Dendreon is granted rights by others in Dendreon Intellectual Property Assets are in full force and effect, (ii) to the knowledge of Dendreon, there is no material default under any such license or other agreement by any party thereto, and (iii) all of the rights of Dendreon under such licenses and other agreements are assignable without the consent of the licensor except, with respect to this clause (iii), as would not reasonably be expected to have a Material Adverse Effect on Dendreon. True and complete copies of all such licenses or other agreements, and any amendments thereto, have been made available or provided to Corvas, and to the knowledge of Dendreon, the licensors under the licenses and other agreements under which Dendreon is granted rights have all requisite power and authority to grant the rights purported to be conferred thereby.
Licenses Received. Except for software licenses granted to the Acquired Company for off-the-shelf third party software, all licenses or other agreements under which the Acquired Company is granted rights by others in Intellectual Property Assets are listed in Section 2.15(h) of the Disclosure Schedule. All such licenses or other agreements are in full force and effect, there is no material default by any party thereto and all of the rights of the Acquired Company thereunder are freely assignable. True and complete copies of all such licenses or other agreements, and any amendments thereto, have been provided to the Purchaser.
Licenses Received. All licenses or other agreements under which the Company is granted rights by others in Company Intellectual Property Assets are listed in Section 4.13(g) of the Company Disclosure Schedule other than licenses and agreements for commercial off-the-shelf computer software having a cost of less than $5,000 per seat or license. Except as set forth in Section 4.13(g) of the Company Disclosure Schedule: (i) all licenses or other agreements under which the Company is granted rights by others in Company Intellectual Property Assets are in full force and effect, (ii) to the knowledge of the Company, there is no material default under any such license or other agreement by any party thereto, and (iii) all of the rights of the Company under such licenses and other agreements are assignable without the consent of the licensor except, with respect to this clause (iii), as would not reasonably be expected to have a Company Material Adverse Effect. True and complete copies of all such licenses or other agreements, and any amendments thereto, have been provided to Parent, and to the knowledge of the Company, the licensors under the licenses and other agreements under which the Company is granted rights have all requisite power and authority to grant the rights purported to be conferred thereby.
Licenses Received. All licenses or other agreements under which the Company is granted rights by others in Intellectual Property Assets are listed in Section 5.14(h) of the Company Disclosure Schedule. All such licenses or other agreements are in full force and effect, to the knowledge of the Company there is no material default by any party thereto, and, all of the rights of the Company thereunder are freely assignable. True and complete copies of all such licenses or other agreements, and any amendments thereto, have been provided to the Parent, and to the knowledge of the Company, the licensors under the licenses and other agreements under which the Company is granted rights have all requisite power and authority to grant the rights purported to be conferred thereby.
Licenses Received. All licenses or other agreements under which the Company is granted rights or options by others in Intellectual Property Assets are listed in SCHEDULE 3.13. Except as set forth on SCHEDULE 3.13, all such licenses or other agreements are in full force and effect, to the knowledge of the Company there is no default by any party thereto, and, all of the rights of the Company thereunder are not freely assignable; provided, however, that all rights of the Company may be transferred to Newco by operation of the Merger without requiring the consent of any other party to such licenses or other agreements. True and complete copies of all such licenses or other agreements, and any amendments thereto, have been provided to HBIO, and to the knowledge of the Company, the licensors under the licenses and other agreements under which the Company is granted rights have all requisite power and authority to grant the rights purported to be conferred thereby.
Licenses Received. All licenses (other than with respect to "off-the-shelf" or other third party software which is generally commercially available) or other agreements under which the Issuers are granted rights by others in Intellectual Property Rights are listed in Schedule 3.11.4. All such licenses are in full force and effect and, to the knowledge of the Issuers, there is no violation or default by any party thereto.
Licenses Received. All Inbound Licenses are listed on Schedule 4.8(d), other than licenses and agreements for commercial off-the-shelf computer software having a cost of less than one thousand dollars ($1,000) per seat or license, and other standard form non-exclusive licenses with respect to Intellectual Property Assets available generally which licenses have a cost of less than fifty thousand dollars ($50,000) per year. Except as set forth on Schedule 4.8(d): (i) all Inbound Licenses are in full force and effect, (ii) (A) none of the Seller Entities and, (B) to the knowledge of the Seller Entities, none of the other parties to such Inbound Licenses is in material default under any such Inbound License, and (iii) all such Inbound Licenses are assignable without the consent of the applicable licensor. True and complete copies of all such Inbound Licenses, and any amendments thereto, have been made available to the Buyer. To the knowledge of the Seller Entities, the licensors under each Inbound License have all requisite power and authority to grant the rights purported to be conferred thereby.
Licenses Received. Except for computer software that is generally commercially available with a per sale copy cost of less than $2,500, all licenses or other agreements under which Adherex is granted rights by others in Intellectual Property Assets are listed in Schedule 3.16(g) hereto. All such licenses or other agreements are in full force and effect, to the knowledge of Adherex there is no material default by any party thereto, and, except as set forth on Schedule 3.16(g) hereto, all of the rights of Adherex thereunder are freely assignable. True and complete copies of all such licenses or other agreements, and any amendments thereto, have been provided to the Company, and to the knowledge of Adherex, the licensors under the licenses and other agreements under which Adherex is granted rights have all requisite power and authority to grant the rights purported to be conferred thereby.
Licenses Received. All licenses or other agreements under which the Company is granted rights by others in Intellectual Property Assets are listed in SECTION 2.17(h) OF THE DISCLOSURE SCHEDULE. All such licenses or other agreements are in full force and effect, all of the rights of the Company thereunder are freely assignable, and, to the Knowledge of the Company or any Stockholder, there is no material default by any party thereto. True and complete copies of all such licenses or other agreements, and any amendments thereto, have been provided, or made available, to Parent, and to the Knowledge of the Company or any Stockholder, the licensors under the licenses and other agreements under which the Company is granted rights have all requisite power and authority to grant the rights purported to be conferred thereby. Except as set forth on SECTION 2.17(h) OF THE DISCLOSURE SCHEDULE, the Company is not obligated to and does not pay royalties or other fees to anyone for the Company's use of any of its Intellectual Property Assets.
Licenses Received. All licenses or other agreements under which an IPG Entity is granted rights by others in Intellectual Property Assets (collectively, "Licenses Received") are listed in Section 2.13 or Section 2.14(h) of the Disclosure Schedule. All Licenses Received that are listed as "Inter-company Licenses" in such Sections of the Disclosure Schedule are in full force and effect and there is no material default by any party thereto, and, all of the rights of the respective IPG Entity thereunder are freely assignable. To the knowledge of the Company, all other Licenses Received listed in such Sections of the Disclosure Schedule are in full force and effect and there is no material default by any party thereto, and, all of the rights of the respective IPG Entity thereunder are freely assignable. True and complete copies of all such licenses or other agreements, and any amendments thereto, have been provided to the Investors, and to the knowledge of the Company, the licensors under the licenses and other agreements under which the respective IPG Entity is granted rights have all requisite power and authority to grant the rights purported to be conferred thereby.
