No Knowledge of Invalidity Clause Samples

No Knowledge of Invalidity. After performance of an investigation, Ambit is not aware of any prior art or other facts based on which it has concluded that the Ambit Licensed Patents existing as of the Effective Date are likely, or in the case of any pending claims of Ambit Licensed Patents, if issued, would likely be, invalid or unenforceable, in whole or in part. In respect of United States Patent applications included in the Ambit Licensed Patents, to its Knowledge, Ambit has presented all relevant prior art of which it and the inventors are aware to the United States Patent and Trademark Office.
View SourceView Similar (4)
No Knowledge of Invalidity. The Seller has no Knowledge of information, materials, facts, or circumstances that would constitute prior art or that would render any of the Assigned Patents invalid or unenforceable. To the Knowledge of Seller and Digital Angel, neither the Seller, Digital Angel nor any of their affiliates has misrepresented, or failed to disclose, or knows of any misrepresentation or failure to disclose, any fact or circumstances in any application for the Assigned Patents that would constitute fraud or a misrepresentation with respect to the application or that would otherwise, as a matter of law, cause any Assigned Patents to be rendered unenforceable.
View SourceView Similar (2)
No Knowledge of Invalidity. Medivation has no knowledge from which it would have reason to conclude that the species claim in the pending UCLA Patents reading on MDV3100 would, if issued, be invalid or unenforceable, and no Third Party has challenged the extent, validity or enforceability of any Patents encompassed within the Medivation Patents or UCLA Patents (i) through the institution of legal proceedings, in a court or of interference, nullity or similar invalidity proceedings before the U.S. Patent and Trademark Office or any analogous foreign entity or (ii) to the knowledge of Medivation following reasonably diligent inquiry, by written threat of institution of such proceedings.
View SourceView Similar (2)
No Knowledge of Invalidity. As of the Effective Date, (i) the Patent Rights are not subject to any pending re-examination, opposition, interference or claim of invalidity proceedings, (ii) none of the Patent Rights or Licensed Know-How is subject to any litigation or similar proceedings, and (iii) Nastech has not received any notice of a Third Party threat of such a proceeding, or of facts that could reasonably be expected to form the basis for instituting any such proceeding.
View Source

Related to No Knowledge of Invalidity

  • Effect of Invalidity If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of its terms and provisions to persons and circumstances other than those to which it has been held invalid or unenforceable shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

  • Unlawfulness and invalidity (a) it is or becomes unlawful for an Obligor to perform any of its material obligations under the Finance Documents; or (b) any material obligation of an Obligor under any of the Finance Documents is not or ceases to be legal, valid, binding or enforceable and the cessation individually or cumulatively materially and adversely affects the interests of the Holders under the Finance Documents;

  • Governing Law; Invalidity This Agreement shall be governed by Wisconsin law, excluding the laws on conflicts of laws. To the extent that the applicable laws of the State of Wisconsin, or any of the provisions herein, conflict with the applicable provisions of the 1940 Act, the latter shall control, and nothing herein shall be construed in a manner inconsistent with the 1940 Act or any rule or order of the Commission thereunder. Any provision of this Agreement which may be determined by competent authority to be prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. In such case, the parties shall in good faith modify or substitute such provision consistent with the original intent of the parties.

  • Invalidity or Unenforceability Defenses or Actions Each Party shall promptly notify the other Party in writing of any alleged or threatened assertion of invalidity or unenforceability of any of the Option Patents by a Third Party and of which such Party becomes aware. As between the Parties, Mereo shall have the first right, but not the obligation, to defend and control the defense of the validity and enforceability of the Option Patents [***]. If, prior to the Option Exercise Date, Mereo declines to defend any such invalidity claim with respect to an Option Patent, AstraZeneca may defend such invalidity claim [***]. For purposes of this Section 9.5, the Party defending any action pursuant to the foregoing sentence with respect to a Patent shall be the “Controlling Party.” If the Controlling Party or its designee elects not to defend or control the defense of the applicable Patents in a suit brought in the Territory or otherwise fails to initiate and maintain the defense of any such claim, suit or proceeding, then subject to any rights of Third Parties under any applicable Third Party agreements existing as of the Effective Date, the non-Controlling Party may conduct and control the defense of any such claim, suit or proceeding [***]. If Mereo exercises the Option, AstraZeneca shall have no right to defend or control the defense of for the relevant Option Patents from and including the relevant Option Exercise Date. The non-Controlling Party in such an action shall, and shall cause its Affiliates to, assist and cooperate with the Controlling Party, as such Controlling Party may reasonably request from time to time in connection with its activities set forth in this Section 9.5, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that the Controlling Party shall reimburse the non-Controlling Party for its [***] costs and expenses incurred in connection therewith. In connection with any activities with respect to a defense, claim or counterclaim relating to the Option Patents pursuant to this Section 9.5, the Controlling Party shall (x) consult with the non-Controlling Party as to the strategy for such activities, (y) consider in good faith any comments from the non-Controlling Party and (z) keep the non-Controlling Party reasonably informed of any material steps taken and provide copies of all material documents filed, in connection with such defense, claim or counterclaim.

  • Invalidity Any provision of this Agreement which may be determined by competent authority to be prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. In such case, the parties shall in good faith modify or substitute such provision consistent with the original intent of the parties.