Common use of KHK Representations and Warranties Clause in Contracts

KHK Representations and Warranties. KHK represents and warrants to Medgenics that as of the CDOA Effective Date: (a) KHK Controls the KHK Patent Rights existing as of the CDOA Effective Date and is entitled to grant the rights and licenses specified herein. The KHK Technology existing as of the CDOA Effective Date constitute all of the Patent Rights, Know-How and Inventions Controlled by KHK as of the CDOA Effective Date that are necessary or useful to Develop, Manufacture and Commercialize the Licensed Product. KHK has not previously assigned, transferred, conveyed or otherwise encumbered its right, title and interest in the KHK Technology in a manner that conflicts with any rights granted to Medgenics hereunder. (b) To the knowledge of KHK, there is no actual or threatened infringement of the KHK Patent Rights in the Field by any Third Party that would adversely affect Medgenics’ rights under this Agreement. (c) To the knowledge of KHK, the KHK Patent Rights existing as of the CDOA Effective Date are subsisting and are not invalid or unenforceable, in whole or in part; there are no claims, judgments or settlements against or amounts with respect thereto owed by KHK or any of its Affiliates relating to the KHK Patent Rights; and no claim or litigation has been brought or threatened by any Third Party alleging, and KHK is not aware of any reasonable basis for a claim alleging that (i) the KHK Patent Rights are invalid or unenforceable, (ii) the KHK Patent Rights or the licensing or exploiting of the KHK Patent Rights violates, infringes or otherwise conflicts or interferes with any intellectual property or proprietary right of any Third Party or (iii) any Third Party other than a KHK Licensor has any right, title, or interest in, to, and under any KHK Patent Rights. (d) To the knowledge of KHK, KHK is not in default, and to KHK’s knowledge, none of the KHK Licensors is in default, with respect to a material obligation under, and neither such party has claimed or has grounds upon which to claim that the other party is in default with respect to a material obligation under, any KHK In-License, and KHK has not waived or allowed to lapse any of its rights under any KHK In-License, and no such rights have lapsed or otherwise expired or been terminated. ***** Confidential Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to this omitted information. (e) There are no claims, judgments or settlements against or owed by KHK or its Affiliates or pending or threatened claims or litigation relating to the KHK Technology.

KHK Representations and Warranties. KHK represents and warrants to Medgenics that as of the CDOA Effective Date: (a) KHK Controls the KHK Patent Rights existing as of the CDOA Effective Date and is entitled to grant the rights and licenses specified herein. The KHK Technology existing as of the CDOA Effective Date constitute all of the Patent Rights, Know-How and Inventions Controlled by KHK as of the CDOA Effective Date that are necessary or useful to Develop, Manufacture and Commercialize the Licensed Product. KHK has not previously assigned, transferred, conveyed or otherwise encumbered its right, title and interest in the KHK Technology in a manner that conflicts with any rights granted to Medgenics hereunder. (b) To the knowledge of KHK, there is no actual or threatened infringement of the KHK Patent Rights in the Field by any Third Party that would adversely affect Medgenics’ rights under this Agreement. (c) To the knowledge of KHK, the KHK Patent Rights existing as of the CDOA Effective Date are subsisting and are not invalid or unenforceable, in whole or in part; there are no claims, judgments or settlements against or amounts with respect thereto owed by KHK or any of its Affiliates relating to the KHK Patent Rights; and no claim or litigation has been brought or threatened by any Third Party alleging, and KHK is not aware of any reasonable basis for a claim alleging that (i) the KHK Patent Rights are invalid or unenforceable, (ii) the KHK Patent Rights or the licensing or exploiting of the KHK Patent Rights violates, infringes or otherwise conflicts or interferes with any intellectual property or proprietary right of any Third Party Party, or (iii) any Third Party other than a KHK Licensor has any right, title, or interest in, to, and under any KHK Patent Rights. (d) To the knowledge of KHK, KHK is not in default, and to KHK’s knowledge, none of the KHK Licensors is in default, with respect to a material obligation under, and neither such party has claimed or has grounds upon which to claim that the other party is in default with respect to a material obligation under, any KHK In-LicenseLicenses, and KHK has not waived or allowed to lapse any of its rights under any KHK In-LicenseLicenses, and no such rights have lapsed or otherwise expired or been terminated. ***** Confidential Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to this omitted information. (e) There are no claims, judgments or settlements against or owed by KHK or its Affiliates or pending or threatened claims or litigation relating to the KHK Technology.