Licensor Representations Clause Samples

Licensor Representations. Except for the rights, if any, of the Government as set forth in Section 11.2, Licensor represents and warrants to Licensee that to the knowledge of Licensor’s designated office for technology commercialization (i) Licensor is the owner or agent of the entire right, title, and interest in and to Patent Rights (other than the right, title and interest of any joint owner identified in Section 1 of the Patent & Technology License Agreement), (ii) Licensor has the right to grant the license and sublicense hereunder, and (iii) Licensor has not knowingly granted and will not knowingly grant licenses or other rights under the Patent Rights that are in conflict with the terms and conditions in the Agreement.

Licensor Representations. Licensor represents and warrants to Licensee that: (a) the execution and delivery of this Agreement and the performance of the transactions contemplated hereby have been duly authorized by all appropriate Licensor corporate action; (b) this Agreement is a legal and valid obligation binding upon Licensor and enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by the Parties does not conflict with any agreement, instrument or understanding to which Licensor is a Party or by which it is bound; (c) Licensor has the full right and legal capacity to grant the rights granted to Licensee hereunder without violating the rights of any Third Party; (d) Licensed Patent Rights have been properly filed and prosecuted and Licensor is the sole owner and inventor of the Licensed Patent Rights and Licensed Technology. No other entity, nor any institutions with which Falini and Mecucci are affiliated have any rights to the Licensed Patent Rights and Licensed Technology; (e) Licensor is not aware of any Third Party patent, patent application or other intellectual property rights that would be infringed (i) by practicing Licensed Technology, or (ii) by making, using, offering for sale, selling or importing Licensed Products; and (f) Licensor is not aware of any infringement or misappropriation by a Third Party of the Licensed Patent Rights or Licensed Technology.

Licensor Representations. The Licensor represents and warrants to Alzheon that, as of the Effective Date: 8.1.1 it is a corporation or entity duly organized and validly existing under the Laws of the state or other jurisdiction of its incorporation or formation; 8.1.2 the execution and delivery of this Agreement and the performance of the transactions contemplated hereby have been duly authorized by all appropriate Licensor corporate actions; 8.1.3 this Agreement is a legal and valid obligation binding upon the Licensor and enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by the Parties does not conflict with any agreement, instrument or understanding to which the Licensor is a party of or by which it is bound; 8.1.4 it has the power and authority to perform its obligations hereunder; 8.1.5 it has the full right, power and authority to grant all of the rights, title and interests in the licenses granted to Alzheon hereunder; 8.1.6 the Licensor is the sole owner of the Licensed Technology or Controls the Licensed Technology (i.e., has sufficient rights to grant to Alzheon the licenses and sublicenses contemplated by this Agreement); [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

Licensor Representations. Licensor represents, warrants and covenants to Licensee as follows as of the Effective Date:

Licensor Representations. Licensor represents, warrants and covenants to Aurion that: (a) Licensor has provided Aurion with copies of file histories, documents, certificates, office actions, correspondence and other materials related to all Licensed Patent Rights; (b) Licensor is the sole and exclusive legal and beneficial owner of the entire right, title and interest in and to the Patent Rights listed on Exhibit A, and is the record owners of all Patent Rights listed on Exhibit A; (c) Except as expressly set forth in this Agreement, neither Licensor nor the Licensed Patent Rights is subject to or bound by any agreements, arrangement or obligations that are inconsistent with the rights and licenses granted to Aurion hereunder, and no royalties, honoraria or other fees are payable by Licensor to any Person for use or the right to use or license the Licensed Patent Rights; (d) Licensor has, and throughout the Term, will retain the unconditional and irrevocable right, power and authority to grant to Aurion the right and license hereunder; (e) neither the grant of the license, nor Licensor’s performance of any of its obligations, under this Agreement does or will at any time (i) conflict with or violate any Applicable Law; (ii) require the consent, notice, action, approval or authorization of any governmental or regulatory authority or other Third Party; (iii) constitute a default under or result in the acceleration of any agreement to which Licensor is a party; (iv) result in the creation or imposition of any encumbrance on the rights granted to Aurion or result in the loss or impairment of Aurion’s rights under this Agreement; or (v) require the provision of any payment or other consideration to any third party; (f) Licensor has not granted and will not grant any license or other contingent or non contingent right, title or interest under or relating to Licensed Patent Rights, or is or will be under any obligation, that does or will conflict with or otherwise affect this Agreement, including any of Licensor’s representations, warranties or obligations or Aurion’s rights or licenses hereunder: (g) There neither are nor at any time during the Term will be any encumbrances, liens or security interests involving any Licensed Patent Rights; (h) No prior art or (to Licensor’s knowledge) other information exists that would adversely affect the validity, enforceability, term or scope of any Licensed Patent Rights other than contained in the International Search Report (ISR) of patent applica...

Licensor Representations. Licensor represents, warrants and covenants to Licensee that Licensor has full right, power and authority to enter into this Agreement and to perform all of its obligations hereunder.

Licensor Representations. Licensor represents, warrants and covenants to Licensee that: 8.1.1. the execution and delivery of this Agreement and the performance of the transactions contemplated hereby have been duly authorized by all appropriate Licensor corporate action; 8.1.2. this Agreement is a legal and valid obligation binding upon Licensor and enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by the Parties does not conflict with any agreement, instrument or understanding to which Licensor is a party or by which it is bound; 8.1.3. Licensor has the full right and legal capacity to grant the rights granted to Licensee hereunder; 8.1.4. the Licensed Patents have been properly filed and prosecuted as of the Effective Date; 8.1.5. Licensor is the sole owner of the Licensed Patents; 8.1.6. as of the Effective Date, Licensor has not licensed or transferred to any Person, including Licensor Affiliates, any rights under the Licensed Patents; and 8.1.7. Licensor is not aware of any Third Party patent, patent application or other intellectual property right that would be infringed (i) by practicing any process or method or by making, using or selling any composition which is claimed or disclosed in, or which constitutes, Licensed Patents, or (ii) by making, using, offering for sale, selling or importing Licensed Products.

Licensor Representations. Licensor represents, warrants and covenants to Licensee that: 8.3.1.1.1 the execution and delivery of this Agreement and the performance of the transactions contemplated hereby have been duly authorized by all appropriate Licensor corporate action; 8.3.1.1.2 this Agreement is a legal and valid obligation binding upon Licensor and enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by the Parties does not conflict with any agreement, instrument or understanding to which Licensor is a party or by which it is bound; 8.3.1.1.3 Licensor has the full right and legal capacity to grant the rights granted to Licensee hereunder;

Licensor Representations. Except for the rights, if any, of the Government as set forth in Section 11.2, Licensor represents and warrants to Licensee that to the knowledge of Licensor’s Office of Technology Commercialization (i) Licensor is the owner or agent of the entire right, title, and interest in and to Patent Rights (other than the right, title and interest of any joint owner identified in Section 1 of the Patent License Agreement), (ii) Licensor has the right to grant licenses hereunder, (iii) Licensor has not knowingly granted and will not knowingly grant licenses or other rights under the Patent Rights that are in conflict with the terms and conditions in the Agreement, (iv) Licensor’s execution and performance of this Agreement will not result in a breach of any other contract to which it is, or will become, a party, and (v) OTC has not received any written notification, alleging that the Patent Rights are invalid or unenforceable or that the exercise by Licensee of any rights granted hereunder will infringe on or constitute misappropriation of any patent or other proprietary right of any third party.