Common use of Penn Representations Clause in Contracts

Penn Representations. Penn hereby represents to Company on the Effective Date that: (a) it is a nonprofit corporation existing under the laws of the Commonwealth of Pennsylvania and has the power and authority to enter into this Agreement; (b) it has taken all necessary action to authorize its execution and delivery of this Agreement and to authorize the performance of its obligations hereunder; (c) execution and delivery of this Agreement and its performance by Penn will not result in any breach or violation of, or constitute a default under, any agreement, instrument, judgment or order to which Penn is a party or by which it is bound; (d) it is has the right to grant all of the licenses and privileges granted herein; (e) to the knowledge of Penn’s Center for Technology Transfer (without inquiry), there are no pending declaratory judgment actions, interferences, oppositions, reissue proceedings or re-examinations involving the Penn Patent Rights; (f) to the knowledge of Penn’s Center for Technology Transfer (without inquiry), the manufacture, use, sale, offer for sale or importation of any Licensed Product, or the practice of an Penn Patent Rights, does not and will not infringe or misappropriate any third party patent or other intellectual property rights; and (g) to the knowledge of Penn’s Center for Technology Transfer (without inquiry), there are no patent applications or issued patents in which Penn has an ownership interest and for which Xx. Xxxxx is a named inventor claiming any Improvements, other than the Penn Existing Patents.