Common use of Representations and Warranties of Licensor Clause in Contracts

Representations and Warranties of Licensor. Licensor hereby represents and warrants to Licensee that (i) Licensor is the sole owner of the right, title and interest in and to the Compound and the Property (ii) Licensor is entitled to grant the licenses contemplated hereunder to Licensee, (iii) the Property does not constitute an infringement of any existing intellectual property rights when used on the Products; (iv) the Compound is suitable for the purposes for which it will be used by Licensee; (v) the Compound as delivered by Licensor to Licensee will be free of defects, will be manufactured in accordance with good manufacturing practices and conform to the description of the Compound ordered by Licensee; (vi) the Compound as delivered by Licensor to Licensee shall continue to be the same qualitative and quantitative formula as the Compound tested in any clinical studies; (vii) Licensor has the full power, capacity and right to enter into this Agreement, including, but not limited to, the ability and wherewithal to provide for the manufacture of the Compound in compliance with the quality and quantity standards contemplated by this Agreement; (viii) Licensor has not licensed the Compound or Property or any aspect thereof in any manner inconsistent with the licenses granted hereunder; (ix) Licensor shall convey good, clear and unencumbered title to the Compound supplied; (x) Licensor has not granted any rights relating to the Compound or the Property to any other person or entity in the Authorized Channels of Trade in the Territories for the Purposes for which Licensor has granted Licensee exclusive rights; (xi) neither the execution and delivery of this Agreement nor compliance with the obligations of Licensor hereunder, will violate any law or regulation, or any order or decrees of any court or government instrumentality, or will conflict with, or result in the breach of, or constitute a default under, any contract, agreement, instrument or judgment to which Licensor is a party; and (xii) no action, approval or consent, including but not limited to, any action, approval or consent by any United States federal, state, municipal or other governmental agency, commission, board, bureau or instrumentality is necessary in order to constitute this Agreement as a valid, binding and enforceable obligation of Licensor in accordance with its terms.

Representations and Warranties of Licensor. Licensor hereby represents and warrants to Licensee that (i) Licensor is the sole owner of the right, title and interest in and to the Compound and the Property (ii) Licensor is entitled to grant the licenses contemplated hereunder to Licensee, (iii) the Property does not constitute an infringement of any existing intellectual property rights when used on the Products; (iv) the Compound is suitable for the purposes for which it will be used by Licensee; (v) the Compound as delivered by Licensor to Licensee will be free of defects, will be manufactured in accordance with good manufacturing practices and conform to the description of the Compound ordered by LicenseeSpecifications; (vi) the Compound as delivered by Licensor to Licensee shall continue to be the same qualitative and quantitative formula as the Compound tested in any clinical studiesstudies conducted by or at the direction of Licensor as of the Effective Date; (vii) Licensor has the full power, capacity and right to enter into this Agreement, including, but not limited to, the ability and wherewithal to provide for the manufacture of the Compound in compliance with the quality and quantity standards contemplated by this Agreement; (viii) Licensor has not licensed the Compound or Property or any aspect thereof in any manner inconsistent with the licenses granted hereunder; (ix) Licensor shall convey good, clear and unencumbered title to the Compound supplied; (x) Licensor has not granted any rights relating to the Compound or the Property to any other person or entity in the Authorized Channels of Trade in the Territories for the Purposes for which Licensor has granted Licensee exclusive rights; (xi) neither the execution and delivery of this Agreement nor compliance with the obligations of Licensor hereunder, will violate any law or regulation, or any order or decrees of any court or government instrumentality, or will conflict with, or result in the breach of, or constitute a default under, any contract, agreement, instrument or judgment to which Licensor is a party; and (xiixi) no action, approval or consent, including but not limited to, any action, approval or consent by any United States federal, state, municipal or other governmental agency, commission, board, bureau or instrumentality is necessary in order to constitute this Agreement as a valid, binding and enforceable obligation of Licensor in accordance with its terms.

Representations and Warranties of Licensor. Licensor hereby represents and warrants to Licensee that (i) Licensor is or its affiliates are the sole owner owners of the right, title Licensed Xxxx in the Territory and interest in the Licensor possesses sufficient powers and rights to grant the rights and license granted to the Compound and the Property Licensee herein; (ii) Licensor is entitled to grant the licenses contemplated hereunder best of Licensor’s knowledge, there are not any adverse or concurrent rights of any third party with respect to Licensee, the use of the Licensed Xxxx in the Territory; (iii) to the Property does not constitute an infringement best of Licensor’s knowledge, Licensee may use the Licensed Xxxx in accordance with this Trademark License Agreement and the License Agreement in the Territory, without breaching any rights of any existing intellectual property rights when used on the Productsthird party; (iv) Licensee may advertise the Compound is suitable for Licensed Xxxx on the purposes for which it will be used by LicenseeProducts in the Territory without thereby infringing any rights of any third party; (v) Licensor is duly authorized to execute and deliver this Trademark License Agreement and to perform its obligations hereunder, and the Compound as delivered person or persons executing this Trademark License Agreement on its behalf has been duly authorized to do so by Licensor to Licensee will be free of defects, will be manufactured in accordance with good manufacturing practices and conform to the description of the Compound ordered by Licenseeall requisite corporate action; (vi) Licensor is aware of no action, suit or inquiry or investigation instituted by or before any court or governmental agency which questions or threatens the Compound as delivered by Licensor to Licensee shall continue to be validity of this Trademark License Agreement or the same qualitative Licensed Xxxx; and quantitative formula as the Compound tested in any clinical studies; (vii) Licensor has the full power, capacity and right to enter into this Agreement, including, but shall not limited to, the ability and wherewithal to provide for the manufacture of the Compound in compliance with the quality and quantity standards contemplated by this Agreement; take (viii) Licensor has not licensed the Compound or Property or any aspect thereof in any manner inconsistent with the licenses granted hereunder; (ix) Licensor shall convey good, clear and unencumbered title to the Compound supplied; (x) Licensor has not granted any rights relating to the Compound or the Property to cause any other person or entity in the Authorized Channels of Trade in the Territories for the Purposes for to take) any action which Licensor has granted Licensee exclusive rights; (xi) neither the execution and delivery of this Agreement nor compliance with the obligations of Licensor hereunder, will violate any law or regulation, or any order or decrees of any court or government instrumentality, or will conflict with, contravene or result in otherwise limit or restrict the breach of, rights of the Licensee hereunder or constitute a default under, any contract, agreement, instrument or judgment the right of the Licensee to which Licensor is a party; and enjoy the benefits of this Trademark License Agreement (xii) no action, approval or consent, including but not limited to, any action, approval or consent by any United States federal, state, municipal or other governmental agency, commission, board, bureau or instrumentality is necessary in order to constitute this Agreement than as a valid, binding and enforceable obligation of Licensor in accordance with its termsexpressly provided herein).

Representations and Warranties of Licensor. Licensor hereby represents and warrants to Licensee that (i) Licensor is or its affiliates are the sole owner owners of the right, title Licensed Xxxx in the Territory and interest in the Licensor possesses sufficient powers and rights to grant the rights and license granted to the Compound and the Property Licensee herein; (ii) Licensor is entitled to grant the licenses contemplated hereunder best of Licensor’s knowledge, there are not any adverse or concurrent rights of any third party with respect to Licensee, the use of the Licensed Xxxx in the Territory; (iii) to the Property does not constitute an infringement best of Licensor’s knowledge, Licensee may use the Licensed Xxxx in accordance with this Trademark License Agreement and the License Agreement in the Territory, without breaching any rights of any existing intellectual property rights when used on the Productsthird party; (iv) Licensee may advertise the Compound is suitable for Licensed Xxxx on the purposes for which it will be used by LicenseeProducts in the Territory without thereby infringing any rights of any third party; (v) Licensor is duly authorized to execute and deliver this Trademark License Agreement and to perform its obligations hereunder, and the Compound as delivered person or persons executing this Trademark License Agreement on its behalf has been duly authorized to do so by Licensor to Licensee will be free of defectsall requisite [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, will be manufactured in accordance with good manufacturing practices and conform to the description of the Compound ordered by LicenseeMARKED 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. corporate action; (vi) Licensor is aware of no action, suit or inquiry or investigation instituted by or before any court or governmental agency which questions or threatens the Compound as delivered by Licensor to Licensee shall continue to be validity of this Trademark License Agreement or the same qualitative Licensed Xxxx; and quantitative formula as the Compound tested in any clinical studies; (vii) Licensor has the full power, capacity and right to enter into this Agreement, including, but shall not limited to, the ability and wherewithal to provide for the manufacture of the Compound in compliance with the quality and quantity standards contemplated by this Agreement; take (viii) Licensor has not licensed the Compound or Property or any aspect thereof in any manner inconsistent with the licenses granted hereunder; (ix) Licensor shall convey good, clear and unencumbered title to the Compound supplied; (x) Licensor has not granted any rights relating to the Compound or the Property to cause any other person or entity in the Authorized Channels of Trade in the Territories for the Purposes for to take) any action which Licensor has granted Licensee exclusive rights; (xi) neither the execution and delivery of this Agreement nor compliance with the obligations of Licensor hereunder, will violate any law or regulation, or any order or decrees of any court or government instrumentality, or will conflict with, contravene or result in otherwise limit or restrict the breach of, rights of the Licensee hereunder or constitute a default under, any contract, agreement, instrument or judgment the right of the Licensee to which Licensor is a party; and enjoy the benefits of this Trademark License Agreement (xii) no action, approval or consent, including but not limited to, any action, approval or consent by any United States federal, state, municipal or other governmental agency, commission, board, bureau or instrumentality is necessary in order to constitute this Agreement than as a valid, binding and enforceable obligation of Licensor in accordance with its termsexpressly provided herein).

Representations and Warranties of Licensor. Licensor hereby represents and warrants to Licensee that (i) Licensor is the sole owner of the right, title and interest in and to the Compound and the Property (ii) Licensor is entitled to grant the licenses contemplated hereunder to Licensee, (iii) the Property does not constitute an infringement of any existing intellectual property rights when used on the Products; (iv) the Compound is suitable for the purposes for which it will be used by Licensee; (v) the Compound as delivered by Licensor to Licensee will be free of defects, will be manufactured in accordance with good manufacturing practices and conform to the description of the Compound ordered by Licensee; (vi) the Compound as delivered by Licensor to Licensee shall continue to be the same qualitative and quantitative formula as the Compound tested in any clinical studies; (vii) Licensor has the full power, capacity power and right authority to enter into and perform the obligations according to the terms of this Agreement, including, but not limited to, the ability Agreement and wherewithal to provide for the manufacture of the Compound in compliance with the quality and quantity standards grant all rights contemplated by this Agreement; (viiiii) Licensor has no restrictions that would impair its ability to perform its obligations under the Agreement and has not licensed and will not enter into any agreement that would prevent it from performing or would violate any of obligations hereunder; (iii) Licensor is the Compound author and creator of the Licensed Product or Property has obtained and currently holds valid and sufficient rights, including the rights under all patents, trademarks, trade names, inventions, copyrights, know-how, trade secrets, and other third party proprietary rights, to license the rights granted to Licensee herein; (iv) the Licensed Product does not and shall not infringe upon, violate, or constitute misappropriation of any copyright, trademark, trade secret, right of publicity, right of privacy, moral rights, or any aspect other proprietary rights of any third party, and no third party patent rights, trademark rights, or other intellectual property rights that would be infringed by any act contemplated by this Agreement; (v) no claims, allegations, or notifications from any third party, or any entity from which Licensor has obtained rights, have been made that the Licensed Product violates or infringes any copyright, trade secret, patent, trademark, or any other intellectual property right of any third party; (vi) the Licensed Product and the distribution thereof shall comply with all applicable federal, state, and local laws and regulations; (vii) the Licensed Software will perform in all material respects to the Licensed Product’s specifications, (viii) the Licensed Software does not contain any manner inconsistent viruses or other computer programming routines or defects that are intended to damage, detrimentally interfere with the licenses granted hereunderor expropriate any system, data, or information; (ix) Licensor the Licensed Product shall convey goodbe free and clear of all liens, clear encumbrances, and unencumbered title to the Compound suppliedclaims or demands of third parties and in all material respects, free from defects, errors, and malfunctions; and (x) Licensor has not granted the License Software and the delivery thereof will be free from any rights error(s) or defect(s) relating to date data (including leap year calculations), will not generate any invalid and/or incorrect date-related and will not impair the Compound performance, output or the Property to any other person accuracy of Licensee’s service or entity in the Authorized Channels of Trade in the Territories for the Purposes for which Licensor has granted Licensee exclusive rights; products, and (xi) neither Licensor has the execution facilities, experience and delivery expertise necessary to perform all of the services provided for in this Agreement nor compliance with Agreement, and shall perform the obligations of Licensor hereunder, will violate any law or regulation, or any order or decrees of any court or government instrumentality, or will conflict with, or result in the breach of, or constitute a default under, any contract, agreement, instrument or judgment to which Licensor is a party; and (xii) no action, approval or consent, including but not limited to, any action, approval or consent by any United States federal, state, municipal or other governmental agency, commission, board, bureau or instrumentality is necessary in order to constitute this Agreement as a valid, binding and enforceable obligation of Licensor services in accordance with its termsthe highest professional and industry standards and this Agreement, in timely manner using qualified personnel.

Representations and Warranties of Licensor. Licensor hereby represents and warrants to Licensee that (i) Licensor is the sole owner of the right, title and interest in and to the Compound and the Property (ii) Licensor is entitled to grant the licenses contemplated hereunder to Licensee, (iii) the Property does not constitute an infringement of any existing intellectual property rights when used on the Products; (iv) the Compound is suitable for the purposes for which it will be used by Licensee; (v) the Compound as delivered by Licensor to Licensee will be free of defects, will be manufactured in accordance with good manufacturing practices and conform to the description of the Compound ordered by Licensee; (vi) the Compound as delivered by Licensor to Licensee shall continue to be the same qualitative and quantitative formula as the Compound tested in any clinical studies; (vii) Licensor has the full power, capacity power and right authority to enter into and perform the obligations according to the terms of this Agreement, including, but not limited to, the ability Agreement and wherewithal to provide for the manufacture of the Compound in compliance with the quality and quantity standards grant all rights contemplated by this Agreement; (viiiii) Licensor has no restrictions that would impair its ability to perform its obligations under the Agreement and has not licensed and will not enter into any agreement that would prevent it from performing or would violate any of obligations hereunder; (iii) Licensor is the Compound author and creator of the Licensed Product or Property has obtained and currently holds valid and sufficient rights, including the rights under all patents, trademarks, trade names, inventions, copyrights, know-how, trade secrets, and other third party proprietary rights, to license the rights granted to Licensee herein; (iv) the Licensed Product does not and shall not infringe upon, violate, or constitute misappropriation of any copyright, trademark, trade secret, right of publicity, right of privacy, moral rights, or any aspect other proprietary rights of any third party, and no third party patent rights, trademark rights, or other intellectual property rights that would be infringed by any act contemplated by this Agreement; (v) no claims, allegations, or notifications from any third party, or any entity from which Licensor has obtained rights, have been made that the Licensed Product violates or infringes any copyright, trade secret, patent, trademark, or any other intellectual property right of any third party; (vi) the Licensed Product and the distribution thereof shall comply with all applicable federal, state, and local laws and regulations; (vii) the Licensed Software will perform in all material respects to the Licensed Product’s specifications, (viii) the Licensed Software does not contain any manner inconsistent viruses or other computer programming routines or defects that are intended to damage, detrimentally interfere with the licenses granted hereunderor expropriate any system, data, or information; (ix) Licensor the Licensed Product shall convey goodbe free and clear of all liens, clear encumbrances, and unencumbered title to the Compound suppliedclaims or demands of third parties and in all material respects, free from defects, errors, and malfunctions; and (x) Licensor has not granted the License Software and the delivery thereof will be free from any rights error(s) or defect(s) relating to date data (including leap year calculations), will not generate any invalid and/or incorrect date-related and will not impair the Compound performance, output or the Property to any other person accuracy of Licensee’s service or entity in the Authorized Channels of Trade in the Territories for the Purposes for which Licensor has granted Licensee exclusive rights; products, and (xi) neither Licensor has the execution facilities, experience and delivery expertise necessary to perform all of the services provided for in this Agreement nor compliance with Agreement, and shall perform the obligations of Licensor hereunder, will violate any law or regulation, or any order or decrees of any court or government instrumentality, or will conflict with, or result in the breach of, or constitute a default under, any contract, agreement, instrument or judgment to which Licensor is a party; and (xii) no action, approval or consent, including but not limited to, any action, approval or consent by any United States federal, state, municipal or other governmental agency, commission, board, bureau or instrumentality is necessary in order to constitute this Agreement as a valid, binding and enforceable obligation of Licensor services in accordance with its terms.the highest professional and industry standards and this Agreement, in timely manner using qualified personnel. b.

Representations and Warranties of Licensor. Licensor hereby represents and warrants to Licensee that that: (i) Licensor is the sole owner of the right, title and interest in and to the Compound and the Property (ii) Licensor is entitled to grant the licenses contemplated hereunder to Licensee, (iii) the Property does not constitute an infringement of any existing intellectual property rights when used on the Products; (iv) the Compound is suitable for the purposes for which it will be used by Licensee; (v) the Compound as delivered by Licensor to Licensee will be free of defects, will be manufactured in accordance with good manufacturing practices and conform to the description of the Compound ordered by Licensee; (vi) the Compound as delivered by Licensor to Licensee shall continue to be the same qualitative and quantitative formula as the Compound tested in any clinical studies; (vii) Licensor has the full power, capacity right and right authority to enter into this Agreement, including, but not limited to, the ability and wherewithal to provide for the manufacture of the Compound in compliance with the quality and quantity standards contemplated by this Agreement; (viiiii) the execution, delivery and performance by Licensor has not licensed the Compound or Property or any aspect thereof in any manner inconsistent with the licenses granted hereunder; (ix) Licensor shall convey good, clear and unencumbered title to the Compound supplied; (x) Licensor has not granted any rights relating to the Compound or the Property to any other person or entity in the Authorized Channels of Trade in the Territories for the Purposes for which Licensor has granted Licensee exclusive rights; (xi) neither the execution and delivery of this Agreement nor compliance with the obligations has been duly authorized and approved by all necessary corporate, institutional or other actions; (iii) this Agreement constitutes a valid and binding obligation of Licensor hereunder, will violate any law or regulation, or any order or decrees of any court or government instrumentality, or will conflict with, or result in the breach of, or constitute a default under, any contract, agreement, instrument or judgment to which Licensor is a party; and (xii) no action, approval or consent, including but not limited to, any action, approval or consent by any United States federal, state, municipal or other governmental agency, commission, board, bureau or instrumentality is necessary in order to constitute this Agreement as a valid, binding and enforceable obligation of against Licensor in accordance with its terms; (iv) no authorization, approval or consent of, and no registration or filing with, any third-party, lessor, lender, governmental or regulatory official, body or authority is required in connection with the execution, delivery or performance of this Agreement by Licensor; (v) Licensor has provided or will provide in accordance with Article 2.6 all the information in its possession or control regarding the Licensed Technology, the HMR Manufacturing Know-How and Bucast Products; (vi) subject to Article 2.4 it has the right to grant the licenses granted pursuant to this Agreement; (vii) it is the exclusive licensee of the HMR Technology and the owner of the rest of the Licensed Technology; (viii) to the Licensor’s knowledge, but without having made specific investigation thereinto there are no claims made against the Licensed Technology; (ix) to the Licensor’s knowledge, but without having made specific investigation thereinto, neither the Licensed Technology nor the HMR Manufacturing Know-How infringe the intellectual property of any third party; (x) the Bucast License is in good standing and has not been breached by Licensor, and (xi) to the Licensor’s knowledge, but without having made specific investigation thereinto, the Bucast License has not been breached by Aventis.