Common use of WARRANTY: SUPERIOR-RIGHTS Clause in Contracts

WARRANTY: SUPERIOR-RIGHTS. 14.1 Except for the rights, if any, of the Government of the United States of America as set forth below, BOARD represents and warrants its belief that (a) it is the owner of the entire right, title, and interest in and to LICENSED SUBJECT MATTER, (b) it has the sole right to grant licenses thereunder, and (c) it has not knowingly granted licenses thereunder to any other entity that would restrict rights granted hereunder except as stated herein. 14.2 LICENSEE understands that the LICENSED SUBJECT MATTER may have been developed under a funding agreement with the Government of the United States of America and, if so, that the Government may have certain rights relative thereto. This AGREEMENT is explicitly made subject to the Government's rights under any such agreement and any applicable law or regulation, including P.L. 96-517 as amended by P.L. 98-620. To the extent that there is a conflict between any such agreement, applicable law or regulation and this AGREEMENT, the terms of such Government agreement, applicable law or regulation shall prevail. 14.3 LICENSEE understands and agrees that BOARD, by this AGREEMENT, makes no representation as to the operability or fitness for any use, safety, efficacy, approvablity by regulatory authorities, time and cost of development, patentability, and/or breadth of the LICENSED SUBJECT MATTER. BOARD, by this AGREEMENT, also makes no representation as to whether any patent covered by PATENT RIGHTS is valid or as to whether there are any patents now held, or which will be held, by others or by BOARD in the LICENSED FIELD, nor does BOARD make any representation that the inventions contained in PATENT RIGHTS do not infringe any other patents now held or that will be held by others or by BOARD. 14.4 LICENSEE, by execution hereof, acknowledges, covenants and agrees that LICENSEE has not been induced in any way by BOARD, SYSTEM, MDA or employees thereof to enter into this AGREEMENT, and further warrants and represents that (a) LICENSEE has conducted sufficient due diligence with respect to all items and issues pertaining to this AGREEMENT; and (b) LICENSEE has adequate knowledge and expertise, or has used knowledgeable and expert consultants, to adequately conduct such due diligence, and agrees to accept all risks inherent herein. XV.

WARRANTY: SUPERIOR-RIGHTS. 14.1 Except for the rights, if any, of the US Government of the United States of America as set forth below, BOARD represents Licensors represent and warrants its warrant their belief that (ai) it is they are the owner owners of the entire right, title, and interest in and to LICENSED SUBJECT MATTERLicensed Subject Matter, (bii) it has they have the sole right to grant licenses thereunderthereto, and (ciii) it has they have not knowingly granted licenses thereunder any license thereto to any other entity that would restrict rights granted hereunder except as stated hereinentity. 14.2 LICENSEE Licensee understands and acknowledges that the LICENSED SUBJECT MATTER Licensed Subject Matter (or portions thereof) may have been developed under a funding agreement with using funds from the US Government of the United States of America and, if so, that the Government may have certain rights relative thereto. This AGREEMENT Agreement is explicitly made subject to the Government's ’s rights under any such agreement and any applicable law or regulation, including P.L. 96-517 as amended by P.L. 98-620. To the extent that Should there is be a conflict between any such agreement, applicable law or regulation and this AGREEMENTAgreement, the terms of such the Government agreement, applicable law or regulation shall prevailcontrol. 14.3 LICENSEE Licensee understands and agrees acknowledges that BOARDLicensors, by this AGREEMENTAgreement, makes make no representation as to the operability or fitness for any use, safety, efficacy, approvablity by ability to obtain regulatory authorities, time and cost of developmentapproval, patentability, and/or breadth of the LICENSED SUBJECT MATTERLicensed Subject Matter. BOARDLicensors, by this AGREEMENTAgreement, also makes make no representation as to whether any patent covered by PATENT RIGHTS is valid or as to whether there are any patents now held, or which will to be heldheld in the future, by others or by BOARD in the LICENSED FIELDLicensed Field, nor does BOARD do Licensors make any representation that the inventions contained in PATENT RIGHTS Technology Rights do not infringe any other patents now held or that will be held by others or by BOARDupon the rights of third parties. 14.4 LICENSEELicensee, by execution hereof, acknowledges, covenants and agrees that LICENSEE it has not been induced in any way by BOARD, SYSTEM, MDA Licensors or their employees thereof to enter into this AGREEMENTAgreement, and further warrants and represents that (ai) LICENSEE it has conducted concluded sufficient due diligence with respect to all items and issues pertaining to this AGREEMENTArticle 3 and all other matters pertaining to this Agreement; and (bii) LICENSEE Licensee has adequate knowledge and expertise, or has used utilized knowledgeable and expert consultants, to adequately conduct such due diligence, and agrees to accept all risks inherent herein. XVLicense Grant Licensors hereby grant to Licensee a royalty-bearing, exclusive license (no right to sub-license) under Licensed Subject Matter to make, have made, use and/or sell Licensed Products within the Licensed Territory for use within the Licensed Field. This grant is subject to the payment by Licensee to Licensors of all consideration as provided below, and is further subject to rights by Licensors to: (a) publish general scientific findings from research related to Licensed Subject Matter subject to Article 13 (Confidential Information) below; and (b) use the Licensed Subject Matter for research, teaching and other educationally-related purposes.

WARRANTY: SUPERIOR-RIGHTS. 14.1 Except for the rights, if any, of the Government of the United States of America as set forth below, BOARD ANNAMED represents and warrants its belief that (a) it is the owner of the entire right, title, and interest in and to LICENSED SUBJECT MATTERMATTER developed by ANNAMED and it has the exclusive right to license LICENSED SUBJECT MATTER covered by the UTMDACC OPTION, (b) it has (or will have in the case of the LICENSED SUBJECT MATTER covered by the UTMDACC OPTION) the sole right to grant licenses thereunder, and (c) it has not knowingly granted licenses thereunder to any other entity that would restrict rights granted hereunder except as stated herein. 14.2 LICENSEE understands that the LICENSED SUBJECT MATTER may have been developed under a funding agreement with the Government of the United States of America and, if so, that the Government may have certain rights relative thereto. This AGREEMENT is explicitly made subject to the Government's rights under any such agreement and any applicable law or regulation, including P.L. 96-517 as amended by P.L. 98-620. To the extent that there is a conflict between any such agreement, applicable law or regulation and this AGREEMENT, the terms of such Government agreement, applicable law or regulation shall prevail. 14.3 LICENSEE understands and agrees that BOARDANNAMED, by this AGREEMENT, makes no representation as to the operability or fitness for any use, safety, efficacy, approvablity approvability by regulatory authorities, time and cost of development, patentability, and/or breadth of the LICENSED SUBJECT MATTER. BOARDANNAMED, by this AGREEMENT, also makes no representation as to whether any patent covered by PATENT RIGHTS is valid or as to whether there are any patents now held, or which will be held, by others or by BOARD ANNAMED or UTMDACC in the LICENSED FIELD, nor does BOARD ANNAMED make any representation that the inventions contained in PATENT RIGHTS or LICENSED PRODUCTS do not infringe any other patents now held or that will be held by others or by BOARDANNAMED. 14.4 LICENSEE, by execution hereof, hereof acknowledges, covenants and agrees that LICENSEE has not been induced in any way by BOARD, SYSTEM, MDA ANNAMED or employees thereof to enter into this AGREEMENT, and further warrants and represents that (a) LICENSEE has conducted sufficient due diligence with respect to all items and issues pertaining to this AGREEMENT; and (b) LICENSEE has adequate knowledge and expertise, or has used knowledgeable and expert consultants, to adequately conduct such due diligence, and agrees to accept all risks inherent herein. XV.

WARRANTY: SUPERIOR-RIGHTS. 14.1 Except for the rights, if any, of the Government of the United States of America as set forth belowbelow and the rights that Seattle Children’s Research Institute has with respect to [***], BOARD and any related PATENT RIGHTS, FHCRC represents and warrants its belief that [***] (a) it is the owner of the entire right, title, and interest in and to LICENSED SUBJECT MATTER, (b) it has the sole right to grant licenses thereunder, and (c) it has not knowingly granted licenses thereunder thereunder, or liens, encumbrances, security interests or restrictions to any other entity that would restrict conflict with the rights granted hereunder except as stated herein. 14.2 LICENSEE understands that , (d) there are no actions, suits, investigations, claims or proceedings involving FHCRC and relating to the LICENSED SUBJECT MATTER may have pending or threatened in writing to [***] Certain information in this document has been developed under a funding agreement omitted and filed separately with the Government Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. FHCRC, and (e) Exhibit A contains a complete list of all current patent applications and patents owned (in whole and in part) by FHCRC as of the United States Effective Date relating to [***]. FHCRC covenants that it will not grant during the term of America andthis AGREEMENT any right, if so, that the Government may have certain rights relative thereto. This AGREEMENT is explicitly made subject to the Government's rights under any such agreement and any applicable law license or regulation, including P.L. 96-517 as amended by P.L. 98-620. To the extent that there is a conflict between any such agreement, applicable law or regulation and this AGREEMENT, the terms of such Government agreement, applicable law or regulation shall prevail. 14.3 LICENSEE understands and agrees that BOARD, by this AGREEMENT, makes no representation as to the operability or fitness for any use, safety, efficacy, approvablity by regulatory authorities, time and cost of development, patentability, and/or breadth of interest in the LICENSED SUBJECT MATTER. BOARD, by this AGREEMENT, also makes no representation as to whether any patent covered by PATENT RIGHTS is valid or as to whether there are any patents now held, or which will be heldany portion thereof, by others or by BOARD in inconsistent with the LICENSED FIELD, nor does BOARD make any representation that the inventions contained in PATENT RIGHTS do not infringe any other patents now held or that will be held by others or by BOARD. 14.4 LICENSEE, by execution hereof, acknowledges, covenants and agrees that license granted to LICENSEE has not been induced in any way by BOARD, SYSTEM, MDA or employees thereof to enter into this AGREEMENTherein, and further represents and warrants that the execution, delivery and represents that (a) LICENSEE has conducted sufficient due diligence with respect to performance of this AGREEMENT have been duly authorized by all items and issues pertaining to this AGREEMENT; and (b) LICENSEE has adequate knowledge and expertise, or has used knowledgeable and expert consultants, to adequately conduct such due diligence, and agrees to accept all risks inherent herein. XVnecessary corporate action on the part of FHCRC.

WARRANTY: SUPERIOR-RIGHTS. 14.1 Except for the rights, if any, of the Government of the United States of America as set forth below, BOARD MOLECULIN represents and warrants its belief that (a) it is the owner of the entire right, title, and interest in and to LICENSED SUBJECT MATTERMATTER developed by MOLECULIN and it has the exclusive right to license LICENSED SUBJECT MATTER covered by the UTMDACC OPTION, (b) it has (or will have in the case of the LICENSED SUBJECT MATTER covered by the UTMDACC OPTION) the sole right to grant licenses thereunder, and (c) it has not knowingly granted licenses thereunder to any other entity that would restrict rights granted hereunder except as stated herein. 14.2 LICENSEE understands that the LICENSED SUBJECT MATTER may have been developed under a funding agreement with the Government of the United States of America and, if so, that the Government may have certain rights relative thereto. This AGREEMENT is explicitly made subject to the Government's rights under any such agreement and any applicable law or regulation, including P.L. 96-517 as amended by P.L. 98-620. To the extent that there is a conflict between any such agreement, applicable law or regulation and this AGREEMENT, the terms of such Government agreement, applicable law or regulation shall prevail. 14.3 LICENSEE understands and agrees that BOARDMOLECULIN, by this AGREEMENT, makes no representation as to the operability or fitness for any use, safety, efficacy, approvablity approvability by regulatory authorities, time and cost of development, patentability, and/or breadth of the LICENSED SUBJECT MATTER. BOARDMOLECULIN, by this AGREEMENT, also makes no representation as to whether any patent covered by PATENT RIGHTS is valid or as to whether there are any patents now held, or which will be held, by others or by BOARD MOLECULIN or UTMDACC in the LICENSED FIELD, nor does BOARD MOLECULIN make any representation that the inventions contained in PATENT RIGHTS or LICENSED PRODUCTS do not infringe any other patents now held or that will be held by others or by BOARDMOLECULIN. 14.4 LICENSEE, by execution hereof, hereof acknowledges, covenants and agrees that LICENSEE has not been induced in any way by BOARD, SYSTEM, MDA MOLECULIN or employees thereof to enter into this AGREEMENT, and further warrants and represents that (a) LICENSEE has conducted sufficient due diligence with respect to all items and issues pertaining to this AGREEMENT; and (b) LICENSEE has adequate knowledge and expertise, or has used knowledgeable and expert consultants, to adequately conduct such due diligence, and agrees to accept all risks inherent herein. XV.