Representations and Warranties of the Institute. The Institute represents and warrants to Licensee as follows:
Representations and Warranties of the Institute. The Institute represents and warrants to the Authority and to the Underwriter as follows:
Representations and Warranties of the Institute. The Institute hereby makes the following additional representations and warranties to Cortex: (i) there are no additional persons or entities affiliated with the Institute that are necessary to effectuate the release and extinguishment contemplated herein, (ii) the Institute acknowledges and agrees that Cortex has not fully complied with, and is not current with respect to, all United States federal and state securities laws and its reporting obligations thereunder, including the requirements of the Securities Act of 1933, as amended (the “Securities Act”) and the Securities Exchange Act of 1934, as amended, (iii) the Institute is acquiring the Stock solely for the Institute’s own beneficial account, for investment purposes, and not with a view to, or for resale in connection with, any distribution of the Stock. The Institute understands that the Stock has not been registered under the Securities Act or any “blue sky” or similar state laws by reason of specific exemptions under the provisions thereof which depend in part upon the intent of the Institute and of the other representations made by the Institute in this Release Agreement. The Institute understands that Cortex is relying upon the representations and agreements contained in this Release Agreement for the purpose of determining whether the Stock Grant meets the requirements for such exemptions, (iv) the Institute understands that the shares of Stock are “restricted securities” under applicable federal securities laws and that the Securities Act and the rules of the United States Securities and Exchange Commission (the “SEC”) provide in substance that the Institute may dispose of the Stock only pursuant to an effective registration statement under the Securities Act or an exemption therefrom, and the Institute understands that Cortex has no obligation or intention to register any of the Stock, or to take action so as to permit sales pursuant to the Securities Act (including Rule 144 thereunder). Accordingly, the Institute understands that under the SEC’s rules, the Institute may dispose of the Stock principally only in “private placements” which are exempt from registration under the Securities Act, in which event the transferee will acquire “restricted securities” subject to the same limitations as in the hands of the Institute. Consequently, the Institute understands that the Institute must bear the economic risks of the investment in the Stock for an indefinite period of time, (v) the Institute ...
Representations and Warranties of the Institute. The Institute hereby represents and warrants to each of the Consortium Members that: (a) it has not entered into any agreement with any third party which is in conflict with the rights granted to any of the Consortium Members pursuant to this Agreement; (b) except as indicated on Schedule VI, it is the owner of, or is the licensee of, all of the Background Know-How in existence on the date of this Agreement, and has the right to grant licenses or sublicenses therefor to the Licensee Consortium Members; (c) except as indicated on Schedule VI, it is the owner of, or has exclusive rights to, all of the Background Patent Rights, and has the exclusive right to grant licenses therefor; (d) to the best of its knowledge, all such Background Patent Rights are in full force and effect and have been maintained to date; (e) it is not aware of any asserted or unasserted claim or demand which it believes can be enforced against the Background Patent Rights; (f) it has no current knowledge that the practice of the Background Patent Rights infringes upon or conflicts with any patent, patent application or other proprietary right of any third party; and (g) the Institute has not granted and will not grant any right or interest in and to Program Know-How, Program Materials, Program Copyrights or Program Patent Rights that is inconsistent with the grant of rights to the Consortium Members hereunder, and, to the best of its knowledge, has disclosed all grants of rights that would materially impact its right to grant licenses in the Background Know-How or Background Patent Rights relevant to the work to be performed hereunder.
