Common use of Representations and Warranties by Licensor Clause in Contracts

Representations and Warranties by Licensor. Licensor represents and warrants that: (a) it exclusively owns and has full right, power, and authority to license the Licensed Patents and the Licensed Know-How to Licensee; (b) it has not granted or will grant during the term of this Agreement any security interest, option, lien, license, or encumbrance of any nature with respect to any Licensed Patent or Licensed Know-How which would conflict with the license granted to Licensee under this Agreement; (c) to the best knowledge of Licensor, all of the Licensed Patents that have issued are valid and enforceable, and no proceeding is pending or to the best knowledge of Licensor, threatened, nor has any claim been made, which challenges or challenged the legality, validity, or enforceability of any Licensed Patent; (d) all maintenance fees, annuity payments, and similar payments relating to the Licensed Patents have been made and will be made in a timely manner during the term of this Agreement; and (e) to the knowledge of Licensor, using, making, selling, or importing a Licensed Product or performing a Licensed Process shall not infringe, directly or indirectly, any patent or other intellectual property rights of any third party.

Representations and Warranties by Licensor. Licensor represents and warrants that: (a) it exclusively owns and has full right, power, and authority to license the Licensed Patents and the Licensed Know-How to Licensee; (b) it has not granted or will grant during the term of this Agreement any security interest, option, lien, license, or encumbrance of any nature with respect to any Licensed Patent or Licensed Know-How which would conflict with the license granted to Licensee under this Agreement; (c) to the best knowledge of Licensor, all of the Licensed Patents that have issued are valid and enforceable, and no proceeding is pending or to the best knowledge of Licensor, threatened, nor has any claim been made, which challenges or challenged the legality, validity, or enforceability of any Licensed Patent; (d) all maintenance fees, annuity payments, and similar payments relating to the Licensed Patents have been made and will be made in a timely manner during the term of this Agreement; and (e) to the knowledge of Licensor, using, making, selling, or importing a Licensed Product or performing a Licensed Process shall not infringe, directly or indirectly, any patent or other intellectual property rights of any third party.. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.||