Common use of Licensor Representation Clause in Contracts

Licensor Representation. Except for the rights, if any, of the Government as set forth below, Licensor represents and warrants to Licensee that to its knowledge (i) Licensor is the owner of the entire right, title, and interest in and to Licensed Patent Rights (except as specified in Section 1 of the Patent License Agreement for joint owners), (ii) Licensor has the sole right to grant licenses hereunder, and (iii) Licensor has not knowingly granted and will not knowingly grant licenses or other rights under the Licensed Patent Rights that are in conflict with the terms and conditions in the Agreement. To Licensor’s knowledge, the Licensed Patent Rights as defined in Section 1 of the Patent License Agreement name all of the inventors of the inventions claimed therein. Notwithstanding the foregoing, however, Licensor shall not be responsible or liable to Licensee in the event a third party who is not a named inventor as of the Effective Date subsequently claims to be an inventor of any invention within Licensed Patent Rights. If Section 1 of the Patent License Agreement identifies that the Licensed Patent Rights are jointly owned, then Licensor represents that it has authority from the co-owner identified therein to grant the rights specified in the Agreement on behalf of both Licensor and said co-owner. EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT, LICENSOR MAKES NO REPRESENTATIONS, WARRANTIES OR COVENANTS, EXPRESS OR IMPLIED.

Licensor Representation. (a) Except for the rights, if any, of the Government as set forth below, Licensor represents and warrants to Licensee that to its knowledge (i) Licensor is the owner of the entire right, title, and interest in and to Licensed Patent Rights (except as specified in Section 1 of the Patent License Agreement for joint owners), (ii) Licensor has the sole right to grant licenses hereunder, and (iii) Licensor has not knowingly granted and will not knowingly grant licenses or other rights under the Licensed Patent Rights that are in conflict with the terms and conditions in the Agreement. To Licensor’s knowledge, the Licensed Patent Rights as defined in Section 1 of the Patent License Agreement name all of the inventors of the inventions claimed therein. Notwithstanding the foregoing, however, Licensor shall not be responsible or liable to Licensee in the event a third party who is not a named inventor as of the Effective Date subsequently claims to be an inventor of any invention within Licensed Patent Rights. . (b) If Section 1 of the Patent License Agreement identifies that the Licensed Patent Rights are jointly owned, then Licensor represents that it has authority from the co-owner identified therein to grant the rights specified in the Agreement on behalf of both Licensor and said co-co- owner. . (c) EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT, LICENSOR MAKES NO REPRESENTATIONS, WARRANTIES OR COVENANTS, EXPRESS OR IMPLIED.