Common use of Licensor Representations Clause in Contracts

Licensor Representations. The Licensor represents and warrants to Alzheon that, as of the Effective Date: 8.1.1 it is a corporation or entity duly organized and validly existing under the Laws of the state or other jurisdiction of its incorporation or formation; 8.1.2 the execution and delivery of this Agreement and the performance of the transactions contemplated hereby have been duly authorized by all appropriate Licensor corporate actions; 8.1.3 this Agreement is a legal and valid obligation binding upon the Licensor and enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by the Parties does not conflict with any agreement, instrument or understanding to which the Licensor is a party of or by which it is bound; 8.1.4 it has the power and authority to perform its obligations hereunder; 8.1.5 it has the full right, power and authority to grant all of the rights, title and interests in the licenses granted to Alzheon hereunder; 8.1.6 the Licensor is the sole owner of the Licensed Technology or Controls the Licensed Technology (i.e., has sufficient rights to grant to Alzheon the licenses and sublicenses contemplated by this Agreement); [*] = Certain confidential information contained in this document, marked 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.