Representations and Warranties by Licensor. Licensor hereby represents and warrants to Licensee that each of the following is true and correct on the Effective Date for the purpose of supporting Licensee’s representations and warranties to PM in clause 28.1 of the PM License: (i) Licensor is the legal and beneficial owner of the Licensed IP and KBI Branding. (ii) Licensor has the unconditional and irrevocable right, power, and authority to grant the License set forth in this Agreement, subject to the terms and conditions of the Side Letter. (iii) Neither the grant of the License by Licensor, nor Licensor’s performance of any of its obligations set forth in this Agreement does, or, to its knowledge will: (A) violate any applicable law; (B) require the consent, approval, or authorization of any governmental or regulatory authority or other third party; or (C) require the payment of any consideration to any third party. (iv) Other than the Third A/R Distribution Agreement and the Side Letter, Licensor has not granted any licenses or any other right, waiver, covenant not to assert or s▇▇, option or other beneficial right under or in connection with the Licensed IP or the KBI Branding in relation to any Market. (v) To Licensor’s knowledge, no information, fact, condition, circumstance, or prior art exists that would negatively affect the validity, enforceability, term, or Scope of the Licensed IP or the KBI Branding. (vi) There is no pending, or to its knowledge threatened litigation or reissue application, re-examination, post-grant, inter partes or covered business method patent review, interference, derivation, opposition, claim of invalidity or other claim or proceeding: (i) alleging the unpatentability, invalidity, misuse, unregisterability, unenforceability, or non-infringement or, or error in any Licensed IP or KBI Branding; (ii) challenging Licensor’ ownership of, or right to practice, or license the Licensed IP or KBI Branding; or (iii) alleging that the sale of any product that uses or embodies the Licensed IP does or would infringe, misappropriate, or otherwise violate any patent, trade secret, or other intellectual property of any third party.
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Sources: License Agreement (Kaival Brands Innovations Group, Inc.)
Representations and Warranties by Licensor. Licensor hereby represents and warrants to Licensee that each Licensee, as of the following is true and correct on the Effective Date for the purpose of supporting Licensee’s representations and warranties to PM in clause 28.1 of the PM LicenseDate, that:
(i) 1.1.1. Licensor is the legal and beneficial owner of Controls the Licensed IP Technology and KBI Branding.
(ii) Licensor has the unconditional and irrevocable right, power, and authority right to grant all rights and licenses it purports to grant to Licensee and its Affiliates with respect to the License set forth in Licensed Technology under this Agreement, subject to the terms and conditions of the Side Letter.;
(iii) Neither the grant of the License by Licensor, nor Licensor’s performance of any of its obligations set forth in this Agreement does, 1.1.1. There is no ongoing or, to its knowledge will: (A) violate any applicable law; (B) require the consent, approval, or authorization of any governmental or regulatory authority or other third party; or (C) require the payment of any consideration to any third party.
(iv) Other than the Third A/R Distribution Agreement and the Side Letter, Licensor has not granted any licenses or any other right, waiver, covenant not to assert or s▇▇, option or other beneficial right under or in connection with the Licensed IP or the KBI Branding in relation to any Market.
(v) To Licensor’s knowledge, no informationthreatened (in writing) litigation, fact, condition, circumstancearbitration, or prior art exists that would negatively affect other proceedings against Licensor involving the validity, enforceability, termLicensed Technology, or Scope of any Existing Upstream License Agreement;
1.1.2. Licensor and its Affiliates have not granted any license or other right under the Licensed IP or Technology that is inconsistent with the KBI Branding.licenses it purposes to grant to Licensee with respect to the Licensed Technology under this Agreement;
(vi) 1.1.3. There is no pendingpending litigation, nor has Licensor received any written notice from any Third Party, asserting or to its knowledge threatened litigation or reissue application, re-examination, post-grant, inter partes or covered business method patent review, interference, derivation, opposition, claim of invalidity or other claim or proceeding: (i) alleging the unpatentability, invalidity, misuse, unregisterability, unenforceability, or non-infringement or, or error in any Licensed IP or KBI Branding; (ii) challenging Licensor’ ownership of, or right to practice, or license the Licensed IP or KBI Branding; or (iii) alleging that the sale use, Development, Manufacture, or Commercialization of any product Compound or Product prior to the Effective Date infringed upon, violated, or constituted a misappropriation of any Intellectual Property Rights of any Third Party;
1.1.4. To Licensor’s actual knowledge, the use, Development, Manufacture or Commercialization of any Compound or Product prior to the Effective Date has not infringed upon, violated, or constituted a misappropriation of any Intellectual Property Rights of any Third Party;
1.1.5. Licensor has not utilized, in connection with any Compound or Product, any Person that, to Licensor’s knowledge, has been or is debarred or disqualified by any Regulatory Authority pursuant to the provisions of the Generic Drug Enforcement Act of 1992 (21 U.S.C. §335) or any equivalent Applicable Law;
1.1.6. Licensor has not received any written notice of violations of Applicable Law from the FDA or any other Regulatory Authority with respect to any past use, Development, Manufacture, or Commercialization of any Compound or Product that uses could reasonably be deemed to adversely affect the use, Development, Manufacture, or embodies Commercialization of such Compound or Product;
1.1.7. Licensor has obtained assignments from all inventors of the inventions claimed in the Licensed IP does Patent Rights of each such inventor’s entire right, title, and interest in and to the Licensed Patent Rights and to Licensor’s knowledge, all such assignments are valid and enforceable;
1.1.8. Schedule 1.61 sets forth a complete and accurate list of all Licensed Patent Rights Controlled by Licensor as of the Effective Date;
1.1.9. the Licensed Technology existing as of the Effective Date constitutes all of the Intellectual Property Rights owned or would infringecontrolled by the Licensor and its Affiliates that is necessary or, misappropriateto Licensor’s reasonable belief as of the Effective Date, reasonably useful to Develop, Manufacture and Commercialize the Compound and Products in the Field within the Licensed Territory;
1.1.10. Licensor has provided Licensee with a complete and accurate copy of (a) each Existing Upstream License Agreement set forth on Schedule 1.121, and (b) the Intercompany License Agreement, and each such agreement is in full force and effect as of the Effective Date;
1.1.1. Neither Licensor nor any of its Affiliates own or otherwise Controls any cell lines or other biologic material that are material to the Development, Manufacture, or otherwise violate any patent, trade secret, or other intellectual property Commercialization of any third partyCompound or Product, other than the Licensed Materials; and
1.1.2. To the extent that the Licensed Materials are intended to be used for human clinical trials, those Licensed Materials have been made in compliance with and, to the knowledge of Licensor, remain in compliance with Applicable Law for their intended purpose.
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Representations and Warranties by Licensor. Licensor hereby represents and warrants to Licensee that each of the following is true and correct on the Effective Date for the purpose of supporting Licensee’s representations and warranties to PM in clause 28.1 of the PM Licensethat:
(i) Licensor 12.1.1. It is the legal and beneficial sole owner of the Licensed IP and KBI Branding.Patents;
(ii) Licensor has 12.1.2. It possesses all the unconditional and irrevocable right, power, title and authority to grant interest in the License set forth in this Agreement, subject to the terms and conditions of the Side Letter.
(iii) Neither the grant of the License by Licensor, nor Licensor’s performance of any of its obligations set forth in this Agreement does, or, to its knowledge will: (A) violate any applicable law; (B) require the consent, approval, or authorization of any governmental or regulatory authority or other third party; or (C) require the payment of any consideration to any third party.
(iv) Other than the Third A/R Distribution Agreement Licensed Patents and the Side Letter, Licensor Licensed Know-How currently in existence and has not granted any licenses rights in respect thereof;
12.1.3. It has not received written notice of any claims, liens, attachments, judgments or litigation relating to any of the Licensed Patents or the Licensed Know-How, has no knowledge of any claims, liens, attachments, judgments or litigation relating to any of the Licensed Patents or the Licensed Know-How, and it hereby undertakes to notify Licensee in writing, immediately upon receipt of any such notice or obtaining such knowledge;
12.1.4. It has not prior to the Effective Date of this Agreement granted and will not during the term of this Agreement grant to any person or entity, other than Licensee, any right, waiverlicense or privilege with respect to the Licensed Technology;
12.1.5. It has the legal power to enter into this Agreement, covenant not and all requisite corporate action has been taken to assert authorize this Agreement, and neither the execution nor the performance of this Agreement will result in any violation of any statute, regulation or s▇▇judicial decree, option or breach of any contractual commitment by which it is bound;
12.1.6. Neither the execution nor the delivery of this Agreement nor the performance by Licensor of its obligations hereunder will result in a violation of any provision of law, rule or regulation, or result in a breach of the terms or conditions of, or conflict with or constitute a default under, any agreement, instrument, undertaking, governmental license, order, writ, decree, injunction, judgment or regulatory or other beneficial right under restriction or obligation to which it is party;
12.1.7. it has received grants from the OCS up to an aggregate principal amount which does not exceed Five Hundred Thousand U.S dollars ($500,000) and it has not received in connection with the Licensed IP or the KBI Branding in relation to Technology any Market.
(v) To Licensor’s knowledge, no information, fact, condition, circumstance, or prior art exists that would negatively affect the validity, enforceability, term, or Scope of the Licensed IP or the KBI Branding.
(vi) There is no pending, or to its knowledge threatened litigation or reissue application, re-examination, post-grant, inter partes or covered business method patent review, interference, derivation, opposition, claim of invalidity or other claim or proceeding: (i) alleging the unpatentability, invalidity, misuse, unregisterability, unenforceability, or non-infringement or, or error in any Licensed IP or KBI Branding; (ii) challenging Licensor’ ownership of, or right to practice, or license the Licensed IP or KBI Branding; or (iii) alleging that the sale of any product that uses or embodies the Licensed IP does or would infringe, misappropriate, or otherwise violate any patent, trade secret, or other intellectual property of grants from any third party.
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