Representations and Warranties of Licensor. Licensor hereby represents and warrants to Symphony Allegro, that as of the Closing Date: (a) Subject to Section 3.2 and Schedule 2.2, Licensor is the exclusive owner of all right, title, and interest in and to (i) all Licensed Patent Rights listed on Annex D that are not identified as jointly owned or licensed from a third party and (ii) the Regulatory Files listed on Schedule 5.1(a); (b) Licensor has sufficient rights to grant the licenses granted hereunder and the grant of such licenses does not and will not conflict with any agreement to which Licensor is a party or otherwise governing the Licensed Intellectual Property and Licensor further represents and warrants that, on an ongoing basis throughout the Term, Licensor shall not enter into any agreement that will conflict with the rights and licenses granted to Symphony Allegro hereunder; (c) To the Knowledge of Licensor, there is no infringement or misappropriation by third parties of any Licensed Patent Rights or Licensed Know-How; (d) No Licensed Intellectual Property owned by Licensor and, to the Knowledge of Licensor, no Licensed Intellectual Property licensed to Licensor has been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the Knowledge of Licensor, threatened action, suit, proceeding or claim by others challenging the validity or scope of any Licensed Intellectual Property, and Licensor is unaware of any facts which would support any such claim; provided, that, with respect to patent number 7,090,830, the Company is in the process of amending the listing of the named inventors to include A▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and J▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇; (e) To the Knowledge of Licensor, there is no pending or threatened action, suit, proceeding or claim by others that Licensor’s manufacture or development of the Products (in the form administered in clinical trials prior to the Closing Date) misappropriates or infringes any intellectual property rights of others; and (f) Except as set forth on Annex B, Symphony Allegro shall not be liable or otherwise obligated to pay royalties, milestone payments or other consideration pursuant to any license agreement that, as of the Closing Date, Licensor has with a third party licensor, on account of Symphony Allegro’s exploitation of the Licensed Intellectual Property (including Sublicensed Intellectual Property) or the development, manufacture, use, sale, or importation of Products hereunder (in the form [*] = 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 24b-2 of the Securities Exchange Act of 1934, as amended. administered in clinical trials prior to the Closing Date) pursuant to the Initial Development Plan. (g) To the Knowledge of Licensor, the manufacture, use or sale of the Current Products by Symphony Allegro on the Closing Date in strict accordance with the licenses herein and other terms of this Agreement will not misappropriate or infringe the intellectual property rights of any third party. For the purposes of this Section 5.1(g), the “Current Products” are the AZ-002 Product being tested by Alexza in a phase IIa clinical trial as of the Closing Date and the AZ-004 Product being tested by Alexza in a phase IIa clinical trial as of the Closing Date.
Appears in 1 contract
Sources: Technology License Agreement (Alexza Pharmaceuticals Inc.)
Representations and Warranties of Licensor. Licensor hereby represents and warrants to Symphony Allegro, that as of the Closing Datethat:
(a) Subject Licensor has the full right and power to Section 3.2 perform the obligations and Schedule 2.2, Licensor is grant the exclusive owner of all right, titleExclusive License set forth in this Agreement, and interest there are no outstanding agreements, assignments or encumbrances in and to (i) all Licensed Patent Rights listed on Annex D that are not identified as jointly owned or licensed from a third party and (ii) existence inconsistent with the Regulatory Files listed on Schedule 5.1(a)provisions of this Agreement;
(b) The Licensed Patents and/or Proprietary Rights have not knowingly been obtained through any activity, omission or representation that would significantly limit or destroy the validity of the Licensed Patents and/or Proprietary Rights, and the Licensor has sufficient rights to grant no knowledge or information that would materially adversely impact the licenses granted hereunder and validity and/or enforceability of the grant of such licenses does not and will not conflict with any agreement to which Licensor is a party or otherwise governing the existing Licensed Intellectual Property and Licensor further represents and warrants that, on an ongoing basis throughout the Term, Licensor shall not enter into any agreement that will conflict with the rights and licenses granted to Symphony Allegro hereunderPatents and/or Proprietary Rights;
(c) To the Knowledge best of Licensor's knowledge, there is are no infringement actions, threatened or misappropriation by third parties of pending, before any court relating to the Licensed Patent Rights or Licensed Know-HowPatents and/or Proprietary Rights;
(d) No Licensed Intellectual Property owned by Licensor and, to the Knowledge of Licensor, no Licensed Intellectual Property licensed to Licensor has been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, not authorized others to practice the Knowledge of Licensor, threatened action, suit, proceeding or claim by others challenging the validity or scope of any Licensed Intellectual Property, and Licensor is unaware of any facts which would support any such claim; provided, that, with respect to patent number 7,090,830, the Company is in the process of amending the listing of the named inventors to include A▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and J▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇Patents and/or Proprietary Rights;
(e) To Licensor owns and possesses all right, title and interest in and to the Knowledge Licensed Patents and/or Proprietary Rights and, to the best of Licensor's knowledge, there is no pending Third Person has acquired, owns or threatened actionpossesses any right, suit, proceeding title or claim by others that Licensor’s manufacture interest in or development of the Products (in the form administered in clinical trials prior to the Closing Date) misappropriates or infringes any intellectual property rights of others; andLicensed Patents and/or Proprietary Rights;
(f) Except as set forth on Annex B, Symphony Allegro shall not be liable or otherwise obligated to pay royalties, milestone payments or other consideration pursuant to any license agreement that, as of the Closing Date, Licensor has no agreement with a third party licensorany Third Person which (i) gives any rights to such Third Person, on account or (ii) imposes obligations upon Licensor which, in either case, would adversely affect the rights of Symphony Allegro’s exploitation of the Licensed Intellectual Property (including Sublicensed Intellectual Property) Abbott or the development, manufacture, use, sale, or importation obligations of Products hereunder (in the form [*] = Certain confidential information contained in Licensor under this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. administered in clinical trials prior to the Closing Date) pursuant to the Initial Development Plan.Agreement;
(g) To Exhibit B lists all United States and Canadian patents issued and patent applications filed by Licensor on or before the Knowledge Effective Date within the scope of the Licensed Patents and hence subject to this Agreement, and all of the inventors named in the patents and patent applications listed in Exhibit B have assigned, or are under an obligation to assign, to Licensor all of their right, title and interest in the inventions claimed; and,
(h) This Agreement has been duly authorized, executed and delivered by Licensor and is the valid and binding agreement of Licensor, the manufacture, use or sale of the Current Products by Symphony Allegro on the Closing Date enforceable in strict accordance with the licenses herein and other terms of this Agreement will not misappropriate or infringe the intellectual property rights of any third party. For the purposes of this Section 5.1(g), the “Current Products” are the AZ-002 Product being tested by Alexza in a phase IIa clinical trial as of the Closing Date and the AZ-004 Product being tested by Alexza in a phase IIa clinical trial as of the Closing Dateits terms.
Appears in 1 contract
Representations and Warranties of Licensor. Licensor hereby represents and warrants to Symphony Allegro, that Licensee as of the Closing DateAmendment Date that:
(a) Subject to Section 3.2 and Schedule 2.2, Licensor is the exclusive owner of all right, title, and interest in and to (i) The UKRF Licenses set forth in Exhibit 1.47 are the only UKRF Licenses, all Licensed Patent Rights listed on Annex D that of which are in full force and effect and have not identified as jointly owned been amended or licensed from a third party modified without Licensee's written consent; Licensor has complied with all provisions of the UKRF Licenses; Licensor owes no royalty or other payment to UKRF or any affiliate of UKRF under the UKRF Licenses and there does not exist any event of default with respect to Licensor under any of the UKRF Licenses which, after notice or lapse of time or both, would constitute an event of default with respect to Licensor;
(ii) the Regulatory Files listed on Schedule 5.1(a);
(b) Licensor has sufficient all rights and consents necessary to grant the licenses granted hereunder and the grant of such licenses does not and will not conflict with any agreement to which Licensor is a party or otherwise governing the Licensed Intellectual Property and Licensor further represents and warrants that, on an ongoing basis throughout the Term, Licensor shall not enter into any agreement that will conflict with the rights and licenses granted to Symphony Allegro hereunderLicensee under this Agreement;
(ciii) To Except for the Knowledge of LicensorCo-Owned Patents, there and as described in Exhibit 16.2(iii), Licensor warrants that it owns the entire right, title, interest in and to the Licensed Patents and that the entire interest is no infringement or misappropriation by third parties of not encumbered in any Licensed Patent Rights or Licensed Know-Howmanner;
(div) No Licensed Intellectual Property owned Licensor has made written request of all patent counsel engaged by Licensor andfor all opinions of counsel, to the Knowledge of Licensorclearances, no Licensed Intellectual Property licensed to Licensor has been adjudged invalid or unenforceablestudies, in whole or in partlicenses, and there is no pending or, agreements relating to the Knowledge of Licensor, threatened action, suit, proceeding or claim by others challenging the validity or scope of any Licensed Intellectual PropertyProducts, and has provided Licensee with all information relating to Licensed Products received by Licensor is unaware of any facts which would support any such claim; provided, that, with respect to patent number 7,090,830, the Company is in the process of amending the listing as of the named inventors Amendment Date in response to include A▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ such requests and J▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇further, has provided Licensor all other formal written opinions of counsel, licenses, and agreements relating to First Generation Exclusive Licensed Products;
(ev) To the Knowledge of Licensor, there is no pending or threatened action, suit, proceeding or claim by others that Licensor’s manufacture or development The Persons who are listed on Exhibit 16.2(v) are all of the Products officers, employees, and consultants of Licensor as of the Amendment Date. Except as set forth in Exhibit 16.2(v), each of such Persons has signed a confidentiality and invention disclosure and assignment agreement (a) which requires such individual to observe confidentiality restrictions at least as strict as those between the Parties, and (b) which results in the form administered in clinical trials prior to the Closing Date) misappropriates or infringes Licensor having unrestricted ownership of any intellectual property rights created by such individual during his or her employment or engagement by Licensor, including (without limitation) all intellectual property created or developed by such individual before the date of othersthis Agreement during such employment or engagement; and
(fvi) Except as set forth on Annex B, Symphony Allegro shall Licensor has not be liable received any written communication from a third party that a Licensed Product may or actually does infringe or otherwise obligated to pay royalties, milestone payments or other consideration pursuant to violate any license agreement that, intellectual property right of such third party. Licensor's officers as of the Closing Date, Licensor has with Amendment Date have not received any oral communication from a third party licensor, on account of Symphony Allegro’s exploitation of the that a Licensed Intellectual Property (including Sublicensed Intellectual Property) Product may or the development, manufacture, use, sale, actually does infringe or importation of Products hereunder (in the form [*] = 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 24b-2 of the Securities Exchange Act of 1934, as amended. administered in clinical trials prior to the Closing Date) pursuant to the Initial Development Plan.
(g) To the Knowledge of Licensor, the manufacture, use or sale of the Current Products by Symphony Allegro on the Closing Date in strict accordance with the licenses herein and other terms of this Agreement will not misappropriate or infringe the otherwise violate any intellectual property rights right of any such third party. For the purposes of this Section 5.1(g), the “Current Products” are the AZ-002 Product being tested by Alexza in a phase IIa clinical trial as of the Closing Date and the AZ-004 Product being tested by Alexza in a phase IIa clinical trial as of the Closing Date.
Appears in 1 contract
Sources: License Agreement (pSivida LTD)
Representations and Warranties of Licensor. Licensor hereby represents and warrants to Symphony Allegro, that as of the Closing Datethat:
(a) Subject Licensor has the full right and power to Section 3.2 perform the obligations and Schedule 2.2, Licensor is grant the exclusive owner of all right, titleExclusive License set forth in this Agreement, and interest there are no outstanding agreements, assignments or encumbrances in and to (i) all Licensed Patent Rights listed on Annex D that are not identified as jointly owned or licensed from a third party and (ii) existence inconsistent with the Regulatory Files listed on Schedule 5.1(a)provisions of this Agreement;
(b) The Licensed Patents and/or Proprietary Rights have not knowingly been obtained through any activity that would limit or destroy the validity of the Licensed Patents and/or Proprietary Rights, and the Licensor has sufficient rights to grant no knowledge or information that would materially adversely impact the licenses granted hereunder and validity and/or enforceability of the grant of such licenses does not and will not conflict with any agreement to which Licensor is a party or otherwise governing the existing Licensed Intellectual Property and Licensor further represents and warrants that, on an ongoing basis throughout the Term, Licensor shall not enter into any agreement that will conflict with the rights and licenses granted to Symphony Allegro hereunderPatents and/or Proprietary Rights;
(c) To the Knowledge best of Licensor's knowledge, there is are no infringement actions, threatened or misappropriation by third parties of pending, before any court relating to the Licensed Patent Rights or Licensed Know-HowPatents and/or Proprietary Rights;
(d) No Licensed Intellectual Property owned by Licensor and, to the Knowledge of Licensor, no Licensed Intellectual Property licensed to Licensor has been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, not authorized others to practice the Knowledge of Licensor, threatened action, suit, proceeding or claim by others challenging the validity or scope of any Licensed Intellectual Property, and Licensor is unaware of any facts which would support any such claim; provided, that, with respect to patent number 7,090,830, the Company is Patents and/or Proprietary Rights in the process of amending the listing of the named inventors to include A▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and J▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇Territory;
(e) To Licensor owns and possesses all right, title and interest in and to the Knowledge Licensed Patents and/or Proprietary Rights and, to the best of Licensor's knowledge, there is no pending Third Person has acquired, owns or threatened actionpossesses any right, suit, proceeding title or claim by others that Licensor’s manufacture interest in or development of to the Products (Licensed Patents and/or Proprietary Rights in the form administered in clinical trials prior to the Closing Date) misappropriates or infringes any intellectual property rights of others; andTerritory;
(f) Except as set forth Schedule III lists all patents issued and patent applications filed by Licensor in the Territory on Annex B, Symphony Allegro shall not be liable or otherwise obligated to pay royalties, milestone payments or other consideration pursuant to any license agreement that, as before the date of this Agreement within the Closing Date, Licensor has with a third party licensor, on account of Symphony Allegro’s exploitation scope of the Licensed Intellectual Property (including Sublicensed Intellectual Property) or the development, manufacture, use, sale, or importation of Products hereunder (in the form [*] = Certain confidential information contained in Patents and hence subject to this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. administered in clinical trials prior to the Closing Date) pursuant to the Initial Development PlanAgreement.
(g) To the Knowledge of Licensor, the manufacture, use or sale of the Current Products by Symphony Allegro on the Closing Date in strict accordance with the licenses herein and other terms of this Agreement will not misappropriate or infringe the intellectual property rights of any third party. For the purposes of this Section 5.1(g), the “Current Products” are the AZ-002 Product being tested by Alexza in a phase IIa clinical trial as of the Closing Date and the AZ-004 Product being tested by Alexza in a phase IIa clinical trial as of the Closing Date.
Appears in 1 contract
Representations and Warranties of Licensor. Licensor hereby represents represents, warrants and warrants to Symphony Allegro, agrees that (unless otherwise expressly stated):
(i) as of the Closing Effective Date:, it is a corporation duly organized, validly existing and in good standing under the laws of England and Wales, it has the corporate power and is authorized under its memorandum and articles of association to carry on its business as now conducted, and it is qualified to transact business and is in good standing in England and Wales;
(aii) Subject as of the Effective Date, it has performed all corporate actions and received all corporate authorizations necessary to Section 3.2 execute and Schedule 2.2deliver this Agreement and to perform its obligations hereunder and this Agreement is valid, binding and enforceable against it (subject to applicable principles of equity and bankruptcy and insolvency laws);
(iii) as of the Effective Date, it has and shall maintain the power and authority and all material governmental licenses, authorizations, consents and approvals to be obtained within England to own its assets, carry on its business and to execute, deliver, and perform its obligations under this Agreement (but only to the extent that failure to do so would have a material adverse effect on the Licensee Business; but the foregoing does not include any representation regarding the operation of Licensee, as to which Licensor makes no representation);
(iv) as of the Effective Date, there are no (A) non-governmental third parties or (B) governmental or regulatory entities in England and Wales or the United States who are entitled to any notice of the transaction, licenses and services contemplated hereunder or whose consent is required to be obtained by Licensor for the exclusive owner consummation of the transaction contemplated hereunder;
(v) it and its licensors are the sole and rightful owners of all right, title, title and interest in and to (i) the Licensor Technology and the Licensed Marks and all related Proprietary Rights therein and, other than the necessary third-party consents set forth in Exhibit D which relate to immaterial portions of the Licensor Technology, it has the unrestricted right to market, license and exploit the Licensor Technology and the Licensed Patent Rights listed on Annex D that are not identified as jointly owned or licensed from a third party and (ii) Marks, including the Regulatory Files listed on Schedule 5.1(a);
(b) Licensor has sufficient rights right to grant the licenses granted hereunder and the grant of such licenses does not and will not conflict with any agreement to which Licensor is a party or otherwise governing the Licensed Intellectual Property and Licensor further represents and warrants that, on an ongoing basis throughout the Term, Licensor shall not enter into any agreement that will conflict with the rights and licenses granted to Symphony Allegro Licensee hereunder;
(cvi) To the Knowledge of Licensor, there is no infringement Licensor Technology as delivered does not infringe or misappropriation by third parties of misappropriate any Licensed Patent Rights third-party Copyright or Licensed Know-HowTrade Secret rights;
(dvii) No Licensed Intellectual Property owned by Licensor andas of the Effective Date, to the Knowledge best of Licensorits knowledge, (a) no claims have been made in respect of the Licensor Technology or Licensed Intellectual Property licensed Marks and no demands of any third party have been made pertaining to Licensor has been adjudged invalid or unenforceable, in whole or in partthem, and there is (b) no proceedings have been instituted or are pending or, to or threatened that challenge the Knowledge rights of Licensor, threatened action, suit, proceeding or claim by others challenging the validity or scope of any Licensed Intellectual Property, and Licensor is unaware of any facts which would support any such claim; provided, that, with in respect to patent number 7,090,830, the Company is in the process of amending the listing of the named inventors to include A▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and J▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇thereof;
(eviii) To the Knowledge of Licensorall software, there is no pending firmware and systems containing software or threatened actionfirmware licensed to Licensee hereunder (collectively, suit"Software Systems") shall accurately and automatically handle and process all dates (including without limitation all leap years), proceeding or claim by others that Licensor’s manufacture or development of the Products (in the form administered in clinical trials date values, and date-related data, including, without limitation, interpreting, calculating, comparing and sequencing and prior to the Closing Date) misappropriates or infringes any intellectual property rights of othersto, during, and after January 1, 2000; and
(fix) Except as set forth on Annex B, Symphony Allegro all Software Systems shall not be liable or otherwise obligated to pay royalties, milestone payments or other consideration pursuant to any license agreement that, as of the Closing Date, Licensor has with a third party licensor, on account of Symphony Allegro’s exploitation of the Licensed Intellectual Property (including Sublicensed Intellectual Property) or the development, manufacture, use, sale, or importation of Products hereunder (in the form [*] = 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 24b-2 of the Securities Exchange Act of 1934, as amended. administered in clinical trials prior substantially conform to the Closing Date) pursuant applicable user's manual, if any, specifications, and documentation delivered to the Initial Development Plan.Licensee in connection with each such Software System; and
(gx) To upon the Knowledge request of LicensorLicensee, following the manufacture, use or sale of Effective Date and upon a mutually agreed upon schedule Licensor shall deliver the Current Products by Symphony Allegro on the Closing Date Licensor Technology required in strict accordance with the licenses herein and other terms respect of this Agreement will not misappropriate or infringe the intellectual property rights contractual commitments of any third party. For the purposes of this Section 5.1(g), the “Current Products” are the AZ-002 Product being tested by Alexza Licensee then in a phase IIa clinical trial as of the Closing Date and the AZ-004 Product being tested by Alexza in a phase IIa clinical trial as of the Closing Dateeffect.
Appears in 1 contract
Representations and Warranties of Licensor. Licensor hereby represents and warrants to Symphony AllegroEvolution, that that, as of the Closing Effective Date:
(a) Subject to Section 3.2 and Schedule 2.2, Licensor is the exclusive owner of all right, title, and interest in and to (i) all Licensed Patent Rights listed on in Annex D that are B and not identified as jointly owned or licensed from a third party and (ii) the Regulatory Files listed on Schedule 5.1(a);Files; [ * ] = 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 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
(b) Licensor has sufficient rights to grant the licenses granted hereunder and the grant of such licenses does not and will not conflict with any agreement to which Licensor is a party or otherwise governing the Licensed Intellectual Property and Licensor further represents and warrants that, on an ongoing basis throughout the Term, Licensor shall not enter into any agreement that will conflict with the rights and licenses granted to Symphony Allegro hereunderProperty;
(c) To the Knowledge of Licensor, there no third party is no infringement engaging in any activity that infringes or misappropriation by third parties of any misappropriates the Licensed Patent Rights or Licensed Know-HowIntellectual Property;
(d) No element of the Licensed Intellectual Property owned by Licensor andhas been adjudged invalid or unenforceable in whole or part, and to the Knowledge of Licensor, no the issued patents within the Licensed Intellectual Property licensed to Licensor has been adjudged invalid or unenforceable, in whole or in part, are valid and there is no pending or, to the Knowledge of Licensor, threatened action, suit, proceeding or claim by others challenging the validity or scope of any Licensed Intellectual Property, and Licensor is unaware of any facts which would support any such claim; provided, that, with respect to patent number 7,090,830, the Company is in the process of amending the listing of the named inventors to include A▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and J▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇enforceable;
(e) To the Knowledge of Licensor, there is no actions or claims have been asserted, are pending or threatened actionhave been threatened, suitagainst Licensor in writing alleging that the manufacture, proceeding use or claim by others that Licensor’s manufacture sale of XL647, XL784 or development of the Products (in the form administered in clinical trials prior to the Closing Date) XL999 misappropriates or infringes any the intellectual property rights of othersany third party; and
(f) Except as set forth on Annex B, Symphony Allegro shall not be liable or otherwise obligated to pay royalties, milestone payments or other consideration pursuant to any license agreement that, as of the Closing Date, Licensor has with a third party licensor, on account of Symphony Allegro’s exploitation of the Licensed Intellectual Property (including Sublicensed Intellectual Property) or the development, manufacture, use, sale, or importation of Products hereunder (in the form [*] = 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 24b-2 of the Securities Exchange Act of 1934, as amended. administered in clinical trials prior to the Closing Date) pursuant to the Initial Development Plan.
(g) To the Knowledge of Licensor, the manufacture, use or sale of the Current Products XL647, XL784 or XL999 by Symphony Allegro on the Closing Date Evolution (or its sublicensees) in strict accordance with the licenses herein and other terms of this Agreement will not misappropriate or infringe the intellectual property rights of any third party. For the purposes of this Section 5.1(g), the “Current Products” are the AZ-002 Product being tested by Alexza in a phase IIa clinical trial as of the Closing Date and the AZ-004 Product being tested by Alexza in a phase IIa clinical trial as of the Closing Date.
Appears in 1 contract
Representations and Warranties of Licensor. Licensor hereby represents and warrants to Symphony Allegro, Licensee as follows and acknowledges that as of the Closing DateLicensee is relying on such representations and warranties:
(a) Subject Licensor has all requisite power, authority and right to Section 3.2 enter into and Schedule 2.2, Licensor is the exclusive owner of all right, title, and interest in deliver this Agreement and to (i) all Licensed Patent Rights listed on Annex D that are not identified as jointly owned or licensed from a third party and (ii) the Regulatory Files listed on Schedule 5.1(a)perform its obligations hereunder;
(b) Licensor has sufficient rights to grant the licenses granted hereunder and consummation of the grant of such licenses does not and transactions contemplated hereby will not violate or conflict with any of the provisions of the constating documents or by-laws of Licensor, any provision of any agreement or instrument to which Licensor is a party or otherwise governing the Licensed Intellectual Property and Licensor further represents and warrants thatby which it is bound or any judgment, on an ongoing basis throughout the Termdecree, Licensor shall not enter into any agreement that will conflict with the rights and licenses granted order, law, statute, rule or regulation applicable to Symphony Allegro hereunderLicensor;
(c) To Licensor is an individual residing in the Knowledge State of LicensorAlabama with all necessary power to own its property and carry on its business, there is no infringement duly licensed and registered to carry on business in each of the jurisdictions in which it operates, and has made all necessary filings under all applicable corporate, securities or misappropriation by third parties of taxation laws or any Licensed Patent Rights other law to which Licensor is made subject which, had such filings not been made, would have a material adverse effect on Licensor or Licensed Know-Howits business operations;
(d) No Licensed Intellectual Property owned this Agreement has been fully authorized, executed and delivered by Licensor and, and all other documents executed and delivered hereunder in relation to the Knowledge granting of Licensorthe exclusive, no Licensed Intellectual Property licensed to indivisible, non-transferable license by Licensor has shall have been adjudged invalid or unenforceableduly authorized, in whole or in partexecuted and delivered and this Agreement does, and there is no pending orsuch other documents will, to the Knowledge constitute legal, valid and binding obligations of Licensor, threatened action, suit, proceeding or claim by others challenging the validity or scope of any Licensed Intellectual Property, and Licensor is unaware of any facts which would support any such claim; provided, that, enforceable in accordance with respect to patent number 7,090,830, the Company is in the process of amending the listing of the named inventors to include A▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and J▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇their respective terms;
(e) To the Knowledge of Licensor, there Licensor is no pending or threatened action, suit, proceeding or claim by others that Licensor’s manufacture or development a resident of the Products (United States of America and is as such bound by the Taxation rules regarding royalty in the form administered in clinical trials prior to the Closing Date) misappropriates or infringes any intellectual property rights of others; andUnited States.
(f) Except as set forth on Annex B, Symphony Allegro shall not be liable or otherwise obligated to pay royalties, milestone payments or other consideration pursuant to any license agreement that, as of the Closing Date, Licensor has with a third party licensorthe right to grant this exclusive, on account of Symphony Allegro’s exploitation of indivisible, non-transferable license to Licensee, for the Territory, including the right to grant the Licensed Intellectual Property (including Sublicensed Intellectual Property) or the development, manufacture, use, sale, or importation of Products hereunder (Rights to Licensee in the form [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately accordance with the Securities and Exchange Commission pursuant to Rule 24b-2 terms of the Securities Exchange Act of 1934, as amended. administered in clinical trials prior to the Closing Date) pursuant to the Initial Development Plan.this Agreement;
(g) To Licensor is the Knowledge owner of Licensorthe Intellectual Property and that it has the sole right to grant this exclusive license; and it further warrants that it has granted no prior license and that there is no outstanding license granted by it covering the Product, the manufactureIntellectual Property or the Licensed Rights and that this exclusive license is granted free from all encumbrances, use liens or sale of the Current Products by Symphony Allegro on the Closing Date in strict accordance with the licenses herein and other terms of this Agreement will not misappropriate or infringe the intellectual property rights actions of any third party. For the purposes of this Section 5.1(g), the “Current Products” are the AZ-002 Product being tested by Alexza in a phase IIa clinical trial as of the Closing Date and the AZ-004 Product being tested by Alexza in a phase IIa clinical trial as of the Closing Datenature whatsoever.
Appears in 1 contract
Representations and Warranties of Licensor. (a) Licensor hereby represents and warrants to Symphony Allegrothat Licensee is a limited liability company duly organized and validly existing and in good standing under the laws of California, that as the execution and performance of the Closing Date:
(a) Subject to Section 3.2 Agreement have been duly authorized and Schedule 2.2, that this Agreement will constitute a valid and binding obligation of Licensor. Licensor is further represents and warrants that the exclusive owner execution and performance of all right, title, and interest in and to (i) all Licensed Patent Rights listed on Annex D that are not identified as jointly owned or licensed from a third party and (ii) the Regulatory Files listed on Schedule 5.1(a);
(b) this Agreement by Licensor has sufficient rights to grant the licenses granted hereunder and the grant of such licenses does not and will not conflict with violate the terms of any agreement other contract or arrangement to which Licensor is a party or otherwise governing the Licensed Intellectual Property by which it is bound, and will not violate any applicable law, statute, treaty or regulation.
(b) Licensor further represents and warrants to Licensee that Licensor has the right to grant the licenses and rights granted herein and that, on an ongoing basis throughout to Licensor's best knowledge, the TermSystem does not infringe any copyright, service ▇▇▇▇, trademark, patent, trade secret or other proprietary right of any third party and that no claim has been made or is pending against Licensor shall not enter into relative to the System alleging infringement or misappropriation of any agreement that will conflict with the rights and licenses granted to Symphony Allegro hereunder;intellectual property right.
(c) To the Knowledge of LicensorTHE WARRANTIES OF LICENSOR CONTAINED IN THIS PARAGRAPH 10.2 ARE IN LIEU OF ALL OTHER WARRANTIES, there is no infringement or misappropriation by third parties of any Licensed Patent Rights or Licensed KnowEXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-How;INFRINGEMENT. LICENSOR DOES NOT GUARANTY THE COMPLETENESS OR ACCURACY OF THE SYSTEM OR ANY INFORMATION OR OTHER RESULTS GENERATED BY THE SYSTEM.
(d) No Licensed Intellectual Property owned by Licensor and, shall defend any action brought against Licensee to the Knowledge of Licensor, no Licensed Intellectual Property licensed to Licensor has been adjudged invalid or unenforceable, in whole or in part, and there extent such action is no pending or, to based on a claim that the Knowledge of Licensor, threatened action, suit, proceeding or claim by others challenging the validity or scope of any Licensed Intellectual Property, and Licensor is unaware of any facts which would support any such claim; provided, that, with respect to patent number 7,090,830, the Company is in the process of amending the listing use of the named inventors to include ASystem directly infringes any service ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ , trademark, copyright or patent of a third party (an "Infringement Action"), and J▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇;
Licensor shall pay any and all costs, expenses and damages awarded against Licensee in any Infringement Action provided that (ei) To the Knowledge Licensor's obligation hereunder are expressly conditioned on prompt notification from Licensee of Licensor, there is no pending or threatened action, suit, proceeding any threat or claim by others that Licensor’s manufacture or development of any Infringement Action (and all claims relating thereto); (ii) Licensor shall have sole control of the Products defense and all negotiations, settlement or compromise of any Infringement Action, and Licensee shall compensate with Licensor in such defense, and (in the form administered in clinical trials prior to the Closing Dateiii) misappropriates or infringes any intellectual property rights of others; and
(f) Except as set forth on Annex B, Symphony Allegro Licensor shall not be liable or otherwise obligated to pay royalties, milestone payments or other consideration pursuant to any license agreement that, as of the Closing Date, Licensor has with a third party licensor, on account of Symphony Allegro’s exploitation of the Licensed Intellectual Property (including Sublicensed Intellectual Property) or the development, manufacture, use, sale, or importation of Products hereunder (in the form [*] = 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 24b-2 of the Securities Exchange Act of 1934, as amended. administered in clinical trials prior to the Closing Date) pursuant extent that any such Infringement Action is based on any modification or alteration made by Licensee to the Initial Development PlanSystem or any element or part thereof. THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF LICENSOR AND THE EXCLUSIVE REMEDY OF LICENSEE FOR ANY INFRINGEMENT ACTION.
(g) To the Knowledge of Licensor, the manufacture, use or sale of the Current Products by Symphony Allegro on the Closing Date in strict accordance with the licenses herein and other terms of this Agreement will not misappropriate or infringe the intellectual property rights of any third party. For the purposes of this Section 5.1(g), the “Current Products” are the AZ-002 Product being tested by Alexza in a phase IIa clinical trial as of the Closing Date and the AZ-004 Product being tested by Alexza in a phase IIa clinical trial as of the Closing Date.
Appears in 1 contract
Representations and Warranties of Licensor. Licensor hereby represents and warrants ThrillRides, jointly and severally, represent and warrant to Symphony AllegroLicensee that:
(i) Licensor is the sole owner of all rights, title and interests, including all intellectual property rights, in and to the Technology in the United States free and clear of liens, claims, licenses, options or other encumbrances, and ThrillRides is the sole owner of all rights, title and interests with respect to the Trademark in the United States free and clear of liens, claims, licenses, options or other encumbrances;
(ii) Licensor’s and ThrillRides’ execution and delivery of this Agreement does not require any third party consent or approval that as has not already been obtained;
(iii) Licensor and ThrillRides each have full legal power and authority to grant the rights granted by each of them hereunder to Licensee;
(iv) Licensor is the first and sole inventor of the Closing Date:Inventions;
(v) Neither Licensor nor ThrillRides has previously commercialized or granted any rights with respect to the Technology or the Trademark to any third party, and neither Licensor nor ThrillRides shall, while this Agreement is in effect, use or commercialize the Technology or the Trademark except as permitted or required to do so under this Agreement or the Development Agreement, without the prior written approval of Licensee, nor grant any rights with respect to the Technology or the Trademark to any third party, other than to Licensee anywhere in the Territory during the Term hereof;
(vi) This Agreement and all other agreements to be executed by Licensor and/or ThrillRides in connection herewith constitute the valid and binding obligations of Licensor and/or ThrillRides, as applicable, enforceable against Licensor and/or ThrillRides, as applicable, in accordance with their respective terms;
(a) Subject to Section 3.2 and Schedule 2.2, Licensor is not aware, after due inquiry only in the exclusive owner United States, of all right, title, and interest in and to (i) all Licensed Patent Rights listed on Annex D that are not identified as jointly owned or licensed from a any third party that has any rights in the Trademark as of the Effective Date, other than those specific exclusions listed in Schedule B; and (ii) the Regulatory Files listed on Schedule 5.1(a);
(b) Licensor has sufficient rights to grant Licensor’s knowledge, after due inquiry only in the licenses granted hereunder and United States, neither the grant of such licenses does not and will not conflict with any agreement to which Licensor is a party Inventions nor the Trademark infringe or otherwise governing the Licensed Intellectual Property violate any third party intellectual property right or other right; and Licensor further represents and warrants that, on an ongoing basis throughout the Term, Licensor shall not enter into any agreement that will conflict with the rights and licenses granted to Symphony Allegro hereunder;
(c) To to Licensor’s knowledge, the Knowledge Technology does not infringe or otherwise violate any third party intellectual property right or other right and (d) except for any of the matters referenced in Section 2.b. above, to Licensee’s knowledge, no third party intellectual property license or consent of any kind is required in order for Licensee to exercise the rights granted to it hereunder throughout the Territory; (e) to Licensor’s knowledge, no suit, action, or claim has been instituted or threatened by any third party involving the Technology, the Trademark or any of the rights licensed hereunder or involving infringement of any third party intellectual property right or other right anywhere in the Territory; and (f) to Licensor’s knowledge, there is no infringement basis for any such suit, action or misappropriation by third parties of any Licensed Patent Rights or Licensed Know-Howclaim;
(da) No Licensed Intellectual Property Schedule A includes a complete list of all patent applications filed by or otherwise owned by Licensor and, to the Knowledge of Licensor, no Licensed Intellectual Property licensed to Licensor has been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the Knowledge of Licensor, threatened action, suit, proceeding or claim by others challenging the validity or scope of any Licensed Intellectual Property, and Licensor is unaware of any facts which would support any such claim; provided, that, with respect to the Technology, all registrations and applications filed by or otherwise owned by ThrillRides with respect to the Trademark and any other filings owned by either Licensor or ThrillRides relating to the Technology or the Trademark; and, (b) after due inquiry only in the United States, Licensor has no knowledge of any third party rights with respect to either the Invention(s) claimed in the patent number 7,090,830applications listed on Schedule A, or in the Trademark, except as listed in Schedule B and (c) Licensor has no knowledge of any third party rights with respect to any other part of the Technology. Notwithstanding the foregoing, or anything else contained in this Agreement to the contrary, Licensor hereby discloses to Licensee, and Licensee hereby acknowledges and agrees, that: (i) Licensor has not made or caused to be made any patent, trademark or other intellectual property searches with respect to the Invention(s) claimed in the patent applications listed in Schedule A or the Trademark anywhere in the Territory except the United States, (ii) Licensor has not made or caused to be made any searches of any kind in any part of the Territory with regard to the Inventions, the Company is Trademark or any other part of the Technology, except for the usual and customary searches in the process of amending the listing of the named inventors to include A▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ United States required before filing bona fide patent and J▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇;
(e) To the Knowledge of Licensor, there is no pending or threatened action, suit, proceeding or claim by others that Licensor’s manufacture or development of the Products (trademark applications in the form administered United States; (iii) any representations or warranties of Licensor made herein about the Inventions, the Technology or the Trademark are solely based upon the usual and customary searches in clinical trials the United States performed prior to the Closing Datefiling of the patent and Trademark applications listed on Schedule A, as well as any additional actual knowledge the Licensor has obtained from other sources; and (iv) misappropriates Licensor has not made, will not make, and shall not be deemed to have made any representation or infringes warranty about or concerning the Inventions, the Technology or the Trademark, express or implied, or based on any intellectual property imputed or constructive knowledge or notice, except for those expressly made and contained in this License Agreement.
(ix) Licensor has not made and will not make any commitments to others inconsistent with or in derogation of Licensee’s rights of othersgranted hereby; and
(fx) Except as set forth on Annex BLicensor has been the principal developer and designer of numerous rides for the amusement ride industry that are currently in use or which have been used in the past at amusement and theme parks in the United States and abroad. In addition, Symphony Allegro shall not be liable or otherwise obligated to pay royalties, milestone payments or other consideration pursuant to any license agreement thatLicensor has extensive experience and know-how in making such rides commercially feasible. Licensor has developed and designed the Technology for the SkyViews and, as of the Closing Effective Date, Licensor has with a third party licensorno reason to believe (by virtue of being actually aware of any fact, on account of Symphony Allegro’s exploitation of the Licensed Intellectual Property (including Sublicensed Intellectual Property) or the circumstance, development, manufactureevent or occurrence) that the SkyViews are not able to function and operate substantially as described in and intended by the Technology or that the SkyViews, useif properly manufactured, saleconstructed, or importation of Products hereunder (in the form [*] = Certain confidential information contained in this documentinstalled, marked by bracketsmaintained and operated, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. administered in clinical trials prior to the Closing Date) pursuant to the Initial Development Plan.
(g) To the Knowledge of Licensor, the manufacture, use or sale of the Current Products by Symphony Allegro on the Closing Date in strict accordance with the licenses herein and other terms of this Agreement will not misappropriate or infringe the intellectual property rights of any third party. For the purposes of this Section 5.1(g), the “Current Products” are the AZ-002 Product being tested by Alexza in a phase IIa clinical trial as of the Closing Date and the AZ-004 Product being tested by Alexza in a phase IIa clinical trial as of the Closing Datebe commercially feasible.
Appears in 1 contract
Sources: Exclusive License Agreement (FX Real Estate & Entertainment Inc.)
Representations and Warranties of Licensor. 3.1 In order to induce the Licensee to enter into this Agreement, the Licensor hereby represents and warrants to Symphony Allegro, that the Licensee as of the Closing Datefollows:
(a) Subject to Section 3.2 and Schedule 2.2, the Licensor is a validly existing corporation, duly continued under the exclusive owner University Act of all rightBritish Columbia with full corporate power, title, authority and interest in and legal right to (i) all Licensed Patent Rights listed carry on Annex D that are not identified its business as jointly owned or licensed from a third party and (ii) the Regulatory Files listed on Schedule 5.1(a)it is now being conducted;
(b) the Licensor has sufficient rights the capacity, power and authority to grant enter into and execute this Agreement, and to carry out the licenses granted hereunder transactions contemplated in this Agreement in accordance with the terms and conditions contained herein and to observe and perform its obligation contained in this Agreement;
(c) the grant execution of such licenses does not this Agreement has been duly authorized by the Licensor and this Agreement is binding on and enforceable against the Licensor;
(d) neither the execution and delivery of this Agreement, nor the performance of the terms of this Agreement will not conflict with or result in a breach of the terms, conditions, or provisions of, or constitute a default under the corporate commitments of the Licensor or any agreement instrument, agreement, judgment, order, award, decree, license, permit, or approval or other restriction to which the Licensor is a party or otherwise governing the Licensed Intellectual Property and Licensor further represents and warrants that, on an ongoing basis throughout the Term, Licensor shall not enter into any agreement that will conflict with the rights and licenses granted to Symphony Allegro hereunder;
(c) To the Knowledge of Licensor, there by which it is no infringement or misappropriation by third parties of any Licensed Patent Rights or Licensed Know-How;
(d) No Licensed Intellectual Property owned by Licensor and, to the Knowledge of Licensor, no Licensed Intellectual Property licensed to Licensor has been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the Knowledge of Licensor, threatened action, suit, proceeding or claim by others challenging the validity or scope of any Licensed Intellectual Property, and Licensor is unaware of any facts which would support any such claim; provided, that, with respect to patent number 7,090,830, the Company is in the process of amending the listing of the named inventors to include A▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and J▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇bound;
(e) To as of the Knowledge Effective Date, to the best of Licensor, there is no pending or threatened action, suit, proceeding or claim by others ’s knowledge the Licensor has disclosed to Licensee (i) all notices it has received that Licensor’s manufacture or development use of any of the Products (in the form administered in clinical trials prior to the Closing Date) misappropriates or Technology infringes any intellectual property rights of others; andthird parties, and (ii) all relevant prior art and patents of which it is aware which would likely be infringed by any device built in accordance with any claims in the patent applications listed in Schedule B.;
(f) Except as set forth on Annex B, Symphony Allegro shall not be liable or otherwise obligated to pay royalties, milestone payments or other consideration pursuant to any license agreement that, as of the Closing Effective Date, the Licensor has with a had not licensed Technology to any third party licensorparty, on account of Symphony Allegro’s exploitation of the Licensed Intellectual Property (including Sublicensed Intellectual Property) nor any portion or the development, manufacture, use, salesuch right and license, or importation of Products hereunder (in the form [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant any right to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. administered in clinical trials prior to the Closing Date) pursuant to the Initial Development Plan.obtain such right or interest;
(g) To to the Knowledge best of Licensor’s knowledge, all documents filed with the US Patent and Trademark Office, and equivalent foreign and international offices, are complete and correct, as required by the applicable law and regulation, and to the best of Licensor’s knowledge, all patent applications included in the Patent Rights, and any patents issuing therefrom, are and will be valid and enforceable;
(h) to the best of its knowledge, the manufactureLicensor has acquired the entire right, use or sale of title and interest in and to the Current Products by Symphony Allegro on Technology, together with all rights relating to the Closing Date in strict accordance with the licenses herein and other terms of this Agreement will not misappropriate or infringe the intellectual property rights of any third party. For the purposes of this Section 5.1(g), the “Current Products” are the AZ-002 Product being tested by Alexza in a phase IIa clinical trial as of the Closing Date and the AZ-004 Product being tested by Alexza in a phase IIa clinical trial as of the Closing Datetransferability thereof.
Appears in 1 contract
Representations and Warranties of Licensor. Licensor hereby represents and warrants to Symphony Allegro, that as of the Closing Date:
(a) Subject to Section 3.2 and Schedule 2.2, Licensor is the exclusive owner of all right, title, and interest in and to (i) all Licensor or its affiliates are the sole owners of the Licensed Patent Rights listed on Annex D that are not identified as jointly owned or licensed from a third party ▇▇▇▇ in the Territory and (ii) the Regulatory Files listed on Schedule 5.1(a);
(b) Licensor has possesses sufficient powers and rights to grant the licenses granted hereunder and the grant of such licenses does not and will not conflict with any agreement to which Licensor is a party or otherwise governing the Licensed Intellectual Property and Licensor further represents and warrants that, on an ongoing basis throughout the Term, Licensor shall not enter into any agreement that will conflict with the rights and licenses license granted to Symphony Allegro hereunder;
the Licensee herein; (cii) To to the Knowledge best of Licensor’s knowledge, there is no infringement are not any adverse or misappropriation by third parties concurrent rights of any Licensed Patent Rights or Licensed Know-How;
(d) No Licensed Intellectual Property owned by Licensor and, to the Knowledge of Licensor, no Licensed Intellectual Property licensed to Licensor has been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the Knowledge of Licensor, threatened action, suit, proceeding or claim by others challenging the validity or scope of any Licensed Intellectual Property, and Licensor is unaware of any facts which would support any such claim; provided, that, third party with respect to patent number 7,090,830, the Company is in the process of amending the listing use of the named inventors to include A▇▇▇▇Licensed ▇▇▇▇ ▇. ▇▇▇▇▇in the Territory; (iii) to the best of Licensor’s knowledge, Licensee may use the Licensed ▇▇▇▇ in accordance with this Trademark License Agreement and J▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇;
(e) To the Knowledge of Licensor, there is no pending or threatened action, suit, proceeding or claim by others that Licensor’s manufacture or development of the Products (License Agreement in the form administered in clinical trials prior to the Closing Date) misappropriates or infringes Territory, without breaching any intellectual property rights of others; and
(f) Except as set forth on Annex B, Symphony Allegro shall not be liable or otherwise obligated to pay royalties, milestone payments or other consideration pursuant to any license agreement that, as of the Closing Date, Licensor has with a third party licensor, on account of Symphony Allegro’s exploitation of the Licensed Intellectual Property (including Sublicensed Intellectual Property) or the development, manufacture, use, sale, or importation of Products hereunder (in the form [*] = 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 24b-2 of the Securities Exchange Act of 1934, as amended. administered in clinical trials prior to the Closing Date) pursuant to the Initial Development Plan.
(g) To the Knowledge of Licensor, the manufacture, use or sale of the Current Products by Symphony Allegro on the Closing Date in strict accordance with the licenses herein and other terms of this Agreement will not misappropriate or infringe the intellectual property rights of any third party; (iv) Licensee may advertise the Licensed ▇▇▇▇ on the Products in the Territory without thereby infringing any rights of any third party; (v) Licensor is duly authorized to execute and deliver this Trademark License Agreement and to perform its obligations hereunder, and the person or persons executing this Trademark License Agreement on its behalf has been duly authorized to do so by all requisite [ * ] = 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. For corporate action; (vi) Licensor is aware of no action, suit or inquiry or investigation instituted by or before any court or governmental agency which questions or threatens the purposes validity of this Section 5.1(g)Trademark License Agreement or the Licensed ▇▇▇▇; and (vii) Licensor shall not take (or cause any other person to take) any action which will conflict with, contravene or otherwise limit or restrict the “Current Products” are the AZ-002 Product being tested by Alexza in a phase IIa clinical trial as rights of the Closing Date and Licensee hereunder or the AZ-004 Product being tested by Alexza in a phase IIa clinical trial as right of the Closing DateLicensee to enjoy the benefits of this Trademark License Agreement (other than as expressly provided herein).
Appears in 1 contract
Sources: Trademark License Agreement (Jazz Pharmaceuticals Inc)
Representations and Warranties of Licensor. Licensor hereby represents and warrants to Symphony Allegro, that Licensee the following as of the Closing Effective Date:
(a) Subject to Section 3.2 All Licensor Patents existing as of the Effective Date (the “Existing Patents”) are set forth on Schedule 10.2(a) and Schedule 2.2, Licensor is the exclusive owner of all right, title, are solely and interest in exclusively owned by Licensor. All Existing Patents are subsisting and to (i) all Licensed Patent Rights listed on Annex D that are not identified as jointly owned or licensed from a third party and (ii) the Regulatory Files listed on Schedule 5.1(a);
(b) Licensor has sufficient rights to grant the licenses granted hereunder and the grant of such licenses does not and will not conflict with any agreement to which Licensor is a party or otherwise governing the Licensed Intellectual Property and Licensor further represents and warrants that, on an ongoing basis throughout the Term, Licensor shall not enter into any agreement that will conflict with the rights and licenses granted to Symphony Allegro hereunder;
(c) To the Knowledge of Licensor, there is no infringement or misappropriation by third parties of any Licensed Patent Rights or Licensed Know-How;
(d) No Licensed Intellectual Property owned by Licensor and, to the Knowledge of Licensor, no Licensed Intellectual Property licensed to Licensor has been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the Knowledge of Licensor, threatened action, suit, proceeding or claim by others challenging the validity or scope of any Licensed Intellectual Property, and Licensor is unaware of any facts which would support any such claim; provided, that, with respect to patent number 7,090,830, the Company is in the process of amending the listing of the named inventors to include A▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and J▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇;
(eb) Licensor is entitled to grant to Licensee the licenses herein and for the purposes set forth in this Agreement herein and to the best of Licensor’s knowledge the Licensor Patents and the Licensor Know-How are valid and enforceable, and are not known to be infringed by any Third Party;
(c) To the Knowledge of Licensor, there is no pending or threatened action, suit, proceeding or claim by others that Licensor’s manufacture or development knowledge, the exercise of the Products (in the form administered in clinical trials prior licenses and rights granted hereunder to the Closing Date) misappropriates or infringes Licensee does not infringe on any intellectual property rights of others; andany Third Party;
(d) Licensor has not received any written claim or demand alleging that (i) the Existing Patents, the Licensor Know-How, the Licensor Marks or any intellectual property right granted by the Third Party under an Existing Agreement that is reasonably necessary or useful for the Licensed Product in the Field in the Territory are invalid or unenforceable in the Territory or (ii) the Development or Commercialization of the Licensed Product as contemplated herein infringes any Patent owned by any Third Party;.
(e) Licensor and its Affiliates have generated, prepared, maintained and retained all Regulatory Filings that is required to be maintained or retained pursuant to and in accordance with applicable law;
(f) Except Licensor, its Affiliates, and its and their respective contractors and consultants have conducted, and with respect to Development occurring after the Effective Date, will conduct, all Development of the Licensed Product in accordance with good laboratory and clinical practice as set forth applicable and applicable laws, including compliance with 21 C.F.R. 50, 54, 56, 58, 812 and similar regulatory or legal obligations outside the United States;
(g) True, complete and correct (as of the Effective Date) copies of all material adverse information with respect to the safety and efficacy of the Licensed Product known to Licensor have been provided to Licensee prior to the Effective Date;
(h) True, complete and correct copies (as of the Effective Date) of (i) the file wrappers and other documents and materials relating to the prosecution, defense, maintenance, validity and enforceability of the Existing Patents and (ii) all license and other agreements regarding any intellectual property rights licensed in the Field hereunder, including the Existing Patents, as amended to the date hereof (the “Existing Agreements”), in each case ((i) and (ii)) have been provided to Licensee prior to the Effective Date. All of the Existing Agreements are listed on Annex BSchedule 10.2(h);
(i) The Existing Patents represent all Patents that Licensor or its Affiliates own, Symphony Allegro shall not be liable Control or otherwise obligated have rights to pay royalties, milestone payments relating to the Licensed Product or other consideration pursuant to any license agreement thatthe Commercialization thereof, as of the Closing Effective Date. There is no Information owned by or otherwise in the possession or control of Licensor or any of its Affiliates as of the Effective Date that relates to the Licensed Product in the Field that is not within the Licensor Know-How. All intellectual property rights relating to the Licensed Product or the Commercialization in the Field thereof licensed to Licensor or its Affiliates pursuant to the Existing Agreements are Controlled by Licensor and the rights and obligations of the Parties hereunder are fully consistent with and are not limited by the Existing Agreements, including such that the rights granted to Licensee hereunder to intellectual property licensed pursuant to an Existing Agreement are no more restricted than the analogous rights granted to Licensee hereunder with respect to intellectual property rights wholly owned by Licensor or its Affiliates. No rights or licenses are required under the Existing Patents or Licensor Know-How for Licensee to Commercialize the Licensed Product as contemplated herein other than those granted under Section 2.1;
(j) Neither Licensor nor any of its Affiliates has previously entered into any agreement, whether written or oral, with respect to or otherwise assigned, transferred, licensed, conveyed or otherwise encumbered its right, title or interest in or to the Existing Patents, Licensor has Know-How, Regulatory Filings, or the Licensed Product in the Field (including by granting any covenant not to sue with a third party licensorrespect thereto) or any Patent or other intellectual property or proprietary right or Information that would be Existing Patents, on account Licensor Know-How or Regulatory Filings but for such assignment, transfer, license, conveyance or encumbrance and it will not enter into any such agreements, grant any such right, title or interest to any person during the Term that is inconsistent with or otherwise diminish the rights and licenses granted to Licensee under this Agreement. Without limiting the foregoing, during the Term, Licensor will not (i) commit any acts or permit the occurrence of Symphony Allegro’s exploitation any omissions that would cause breach or termination of any Existing Agreement or (ii) amend or otherwise modify or permit to be amended or modified, any Existing Agreement; and
(k) The Commercialization of the Licensed Intellectual Property (including Sublicensed Intellectual Property) or the development, manufacture, use, sale, or importation of Products hereunder (in the form [*] = 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 24b-2 of the Securities Exchange Act of 1934, Product as amended. administered in clinical trials prior to the Closing Date) pursuant to the Initial Development Plan.
(g) To the Knowledge of Licensor, the manufacture, use or sale of the Current Products by Symphony Allegro on the Closing Date in strict accordance with the licenses contemplated herein and other terms of this Agreement will not misappropriate be subject to any other license or infringe agreement to which Licensor or any of its Affiliates is a party, other than the intellectual property rights of any third party. For the purposes of this Section 5.1(g), the “Current Products” are the AZ-002 Product being tested by Alexza in a phase IIa clinical trial as of the Closing Date and the AZ-004 Product being tested by Alexza in a phase IIa clinical trial as of the Closing DateExisting Agreements.
Appears in 1 contract
Sources: License Agreement (Eyenovia, Inc.)
Representations and Warranties of Licensor. Licensor hereby represents represents, warrants and warrants covenants to Symphony AllegroHoldings, that as of the Closing Datethat:
(a) Subject to Section 3.2 and Schedule 2.22.1, Licensor is the exclusive owner of all right, title, and interest in and to (i) all Licensed Patent Rights listed on Annex D that are C and not identified as jointly owned or licensed from a third party and (ii) the Regulatory Files listed on Schedule 5.1(a)Files;
(b) Licensor has sufficient rights to grant the licenses granted hereunder and the grant of such licenses does not and will not conflict with any agreement to which Licensor is a party or otherwise governing the Licensed Intellectual Property and Licensor further represents and warrants that, on an ongoing basis throughout the Term, Licensor shall not enter into any agreement that will conflict with the rights and licenses granted to Symphony Allegro Holdings hereunder;
(c) To the Knowledge of Licensor, there no third party is no infringement engaging in any activity that infringes or misappropriation by third parties of any misappropriates the Licensed Patent Rights or Licensed Know-How;
(d) No Licensed Intellectual Property owned by Licensor and, to the Knowledge of Licensor, no Licensed Intellectual Property licensed to Licensor has been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the Knowledge of Licensor, threatened action, suit, proceeding or claim by others challenging the validity or scope enforceability of any Licensed Intellectual Property, and Licensor is unaware has no Knowledge of any facts which would support any such claim; provided, that, with respect to patent number 7,090,830, the Company is in the process of amending the listing of the named inventors to include A▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and J▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇;
(e) To the Knowledge of Licensor, there is no actions or claims have been asserted, are pending or threatened actionhave been threatened, suitagainst Licensor in writing alleging that the manufacture, proceeding use or claim by others that Licensor’s manufacture or development sale of the Products (in the form administered in clinical trials prior to the Closing Date) any Product misappropriates or infringes any the intellectual property rights of others; andany third party;
(f) Except as set forth on Annex B, Symphony Allegro Licensor and/or Holdings shall not be liable or otherwise obligated to pay royalties, milestone payments or other consideration pursuant to any license agreement that, as of the Closing Date, between Licensor has with and a third party licensor, existing on account of Symphony Allegro’s the Closing Date in connection with Holdings’ exploitation of the Licensed Intellectual Property (including Sublicensed Intellectual Property) or in connection with the development, manufacture, use, sale, or importation of Products hereunder (in the form [*] = 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 24b-2 of the Securities Exchange Act of 1934, as amended. administered in clinical trials prior to the Closing Date) pursuant to the Initial Development Plan.hereunder;
(g) To the Knowledge of Licensor, the manufacture, use or sale of the Current Products any Product by Symphony Allegro on the Closing Date Holdings (or its sublicensees) in strict accordance with the licenses herein and other terms of this Agreement will not misappropriate or infringe the intellectual property rights of any third party. For the purposes , and Licensor has no Knowledge of any facts which would support any such claim; Portions of this Section 5.1(g)Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
(h) The data and information relating to the “Current Products” are Third Party License Agreements and the AZ-002 Product being tested by Alexza Programs (including such data and information relating to pre-clinical and clinical studies) provided in a phase IIa clinical trial as of writing to Holdings or its Affiliates prior to the Closing Date has been accurate in all material respects and, to the Knowledge of Licensor, Licensor has made no material misrepresentation or material omission in connection with such data and information;
(i) Licensor is not in breach or default under any of the AZ-004 Product being tested Third Party License Agreements, and to Licensor’s Knowledge there are no existing breaches or defaults by Alexza any other party to any of the Third Party License Agreements; no event has occurred which (with notice, lapse of time or both) could reasonably be expected to constitute a breach or default under any of the Third Party License Agreements by Licensor or to Licensor’s Knowledge by any other party or give any other party the right to terminate, accelerate or modify any Third Party License Agreement; Licensor will perform, in a phase IIa clinical trial all material respects, its obligations pursuant to the Third Party License Agreements, including those obligations related to Licensor’s performance under the Operative Documents; and Licensor will not through any act or omission, including any act or omission of Licensor pursuant to the Operative Documents, cause any breach or default under, or otherwise cause the termination or amendment of, any Third Party License Agreement; and
(j) Except as set forth in Schedule 5.1, no “[ * ],” as defined in that certain Research Collaboration and License Agreement between OXiGENE Europe AB and ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Squibb Company, dated as of the Closing DateDecember 15, 2999, relates to, or is exploitable in connection with, any Licensed Intellectual Property, Regulatory Files, Products and/or Programs.
Appears in 1 contract
Representations and Warranties of Licensor. Licensor hereby LICENSOR represents and warrants to Symphony Allegro, EDESA that as of the Closing Effective Date:
(a) Subject LICENSOR has the full right, power and authority to enter into this Agreement, to perform its obligations under this Agreement, and to grant the license granted under Section 3.2 7.1, and Schedule 2.2the fulfillment of its obligations and performance of its activities hereunder do not materially conflict with, Licensor violate, or breach or constitute a default under any material contractual obligation or court or administrative order by which LICENSOR is bound;
(b) there are no legal claims, judgments or settlements against or owed by LICENSOR or to the Knowledge of LICENSOR, pending legal claims or litigation, in each case relating to the Product, the LICENSOR or Licensed Technology;
(c) all necessary consents, approvals and authorizations of all government authorities and other persons required to be obtained by LICENSOR as of the Effective Date in connection with the execution, delivery and performance of this Agreement have been obtained;
(d) LICENSOR is the exclusive legal and beneficial owner of all the Patents listed in Appendix A.
(e) LICENSOR Controls the right, title, title and interest in and to (i) all the Licensed Patent Rights listed on Annex D Technology that are not identified as jointly owned or licensed from a third party it purports to Control, and (ii) has the Regulatory Files listed on Schedule 5.1(a);
(b) Licensor has sufficient rights right to grant to EDESA the licenses granted that it purports to grant hereunder and the grant of such licenses does has not and will not conflict granted any Third Party rights that would interfere or be inconsistent with any agreement to which Licensor is a party or otherwise governing the Licensed Intellectual Property and Licensor further represents and warrants that, on an ongoing basis throughout the Term, Licensor shall not enter into any agreement that will conflict with the EDESA’s rights and licenses granted to Symphony Allegro hereunder;
(cf) To the Knowledge of Licensor, there is no infringement action, suit, inquiry, investigation or misappropriation by third parties of any Licensed Patent Rights other proceeding ongoing, or Licensed Know-How;
(d) No Licensed Intellectual Property owned by Licensor and, to the Knowledge of Licensor, no Licensed Intellectual Property licensed to Licensor has been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the Knowledge of LicensorLICENSOR, threatened actionor pending, suit, proceeding or claim brought by others challenging any Third Party that alleges the validity or scope of any Licensed Intellectual Property, and Licensor is unaware of any facts which would support any such claim; provided, that, with respect to patent number 7,090,830, the Company is in the process of amending the listing of the named inventors to include A▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and J▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇;
(e) To the Knowledge of Licensor, there is no pending or threatened action, suit, proceeding or claim by others that Licensor’s manufacture or development of the Products (in the form administered in clinical trials prior to the Closing Date) misappropriates or infringes any intellectual property rights of others; and
(f) Except as set forth on Annex B, Symphony Allegro shall not be liable or otherwise obligated to pay royalties, milestone payments or other consideration pursuant to any license agreement that, as of the Closing Date, Licensor has with a third party licensor, on account of Symphony Allegro’s exploitation use of the Licensed Intellectual Property (including Sublicensed Intellectual Property) Technology or the development, manufacture, use, sale, or importation of Products hereunder (in the form [*] = 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 24b-2 Development and/or Commercialization of the Securities Exchange Act of 1934, as amended. administered in clinical trials prior to Product would infringe or misappropriate the Closing Date) pursuant to the Initial Development Plan.
(g) To the Knowledge of Licensor, the manufacture, use intellectual property or sale of the Current Products by Symphony Allegro on the Closing Date in strict accordance with the licenses herein and other terms of this Agreement will not misappropriate or infringe the intellectual property rights of any third partyThird Party (and it has not received any notice alleging such an infringement or misappropriation). For In the purposes event that LICENSOR becomes aware of this Section 5.1(g)any such action or proceeding, it shall promptly notify EDESA in writing;
(g) to the Knowledge of LICENSOR, the “Current Products” are the AZ-002 Product being tested by Alexza in a phase IIa clinical trial as use of the Closing Date and Licensed Technology or the AZ-004 Product being tested by Alexza in a phase IIa clinical trial as Development and/or Commercialization of the Closing DateProduct will not infringe or misappropriate the intellectual property or intellectual property rights of any Third Party;
(h) LICENSOR does not have any current knowledge that would cause any of its representations or warranties to EDESA to be incorrect or untrue.
Appears in 1 contract
Representations and Warranties of Licensor. Licensor hereby ------------------------------------------ represents and warrants to Symphony Allegro, that as Licensee that:
8.1.1 Licensor is the sole owner of the Closing Date:Licensed Material, the Existing Copyright Registrations and the Existing Trademark Registrations, and, except as expressly set forth in this Agreement, has not sold, transferred, assigned or otherwise disposed of, directly or indirectly, by operation of law or otherwise, any of the Licensed Material, any of the Existing Copyright Registrations, or any of the Existing Trademark Registrations, or any interest therein, to any Person other than Licensee hereunder. To the best of Licensor's knowledge, no Person has made any claim or filed any protest or filed any action, suit or proceeding challenging Licensor's exclusive ownership rights and interests in and to the Licensed Material, the Existing Copyright Registrations or the Existing Trademark Registrations.
8.1.2 Licensor is not aware of any rights of third parties that would be infringed by manufacturing, using or selling the Licensed Material or by any of the Existing Copyright Registrations or by any of the Existing Trademark Registrations.
8.1.3 Licensor is not aware that any third parties in any way infringing the Licensed Material or the Existing Copyright Registrations or the Existing Trademark Registrations.
8.1.4 Licensor is not aware of any action, suit, proceeding or other claim pending or threatened against Licensor or any other person, firm or entity, involving or relating to the Licensed Material or the Existing Copyright Registrations or the Existing Trademark Registrations. Licensor is not aware of any order, decree or judgment in effect that affects the Licensed Material and/or the ability of Licensor to perform its obligations hereunder.
8.1.5 Licensor is not aware that any aspect of any of the Licensed Material or job-person matching violates any federal or state laws, including equal employment opportunity laws. Licensor is not aware that the Licensed Material or the process of job-person matching included therein has had an adverse impact on any group protected by any equal employment opportunity laws, including, but not limited to, Title VII of the Civil Rights Act of 1964, 42 U.S.C Section 2000e et. Seq. and any similar laws of any state. The Licensed Material and the process of job-person matching included therein have been validated in accordance with generally accepted professional practices for construct and criterion related validity. Licensor agrees that in the event of any challenge by any third party to the legality of the Licensed Material and/or the process of job-person matching, Licensor shall provide, at no cost to Licensee (a) Subject to Section 3.2 evidence establishing that the Licensed Material and Schedule 2.2, Licensor is the exclusive owner process of all right, title, and interest job-person matching included therein do not have an adverse impact on any group protected by any equal employment opportunity laws for selection into positions involved in and to (i) all Licensed Patent Rights listed on Annex D that are not identified as jointly owned or licensed from a third party and (ii) the Regulatory Files listed on Schedule 5.1(a);
Licensee's Business; (b) Licensor has sufficient rights to grant evidence that the licenses granted hereunder Licensed Material and the grant process of job-person matching have been validated in accordance with standard practices; and (c) expert witness testimony to support such licenses does not evidence.
8.1.6 When used by Licensee (and any Permitted Sublicensee) in connection with the Business, the Licensed Material will perform the functions for which it has been designed. All assessments and job-person matching included within the Licensed Material have been tested by internal objective studies conducted by Licensor and the results of those tests demonstrate that the Licensed Material will perform the functions for which it has been designed and marketed. The parties acknowledge that the Licensed Material is designed and marketed to estimate individuals' effectiveness in specific job-related behavioral competencies.
8.1.7 Licensor is a limited liability company duly organized, validly existing and in good standing under the laws of the State of California. All action required or appropriate in order for Licensor to execute, deliver and perform this Agreement have been duly and validly taken and Licensor is entitled to execute and deliver this Agreement and perform its obligations hereunder. This Agreement constitutes a legal, valid and binding obligation of Licensor, enforceable against Licensor in accordance with its terms and all persons executing this Agreement on behalf of Licensor are duly authorized and empowered to do so.
8.1.8 No consent, approval or notice is required to be obtained or given by Licensor from or to any person, firm or entity, governmental or nongovernmental, in order for Licensor to execute and deliver this Agreement and perform its obligations hereunder. This Agreement will not conflict with violate Licensor's Articles of Organization or any other agreement or document to which Licensor is a party or otherwise governing the Licensed Intellectual Property and Licensor further represents and warrants that, on an ongoing basis throughout the Term, Licensor shall not enter into any agreement that will conflict with the rights and licenses granted to Symphony Allegro hereunder;
(c) To the Knowledge of Licensor, there by which it is no infringement or misappropriation by third parties of any Licensed Patent Rights or Licensed Know-How;
(d) No Licensed Intellectual Property owned by Licensor and, to the Knowledge of Licensor, no Licensed Intellectual Property licensed to Licensor has been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the Knowledge of Licensor, threatened action, suit, proceeding or claim by others challenging the validity or scope of any Licensed Intellectual Property, and Licensor is unaware of any facts which would support any such claim; provided, that, with respect to patent number 7,090,830, the Company is in the process of amending the listing of the named inventors to include A▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and J▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇;
(e) To the Knowledge of Licensor, there is no pending or threatened action, suit, proceeding or claim by others that Licensor’s manufacture or development of the Products (in the form administered in clinical trials prior to the Closing Date) misappropriates or infringes any intellectual property rights of others; and
(f) Except as set forth on Annex B, Symphony Allegro shall not be liable or otherwise obligated to pay royalties, milestone payments or other consideration pursuant to any license agreement that, as of the Closing Date, Licensor has with a third party licensor, on account of Symphony Allegro’s exploitation of the Licensed Intellectual Property (including Sublicensed Intellectual Property) or the development, manufacture, use, sale, or importation of Products hereunder (in the form [*] = 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 24b-2 of the Securities Exchange Act of 1934, as amended. administered in clinical trials prior to the Closing Date) pursuant to the Initial Development Planbound.
(g) To the Knowledge of Licensor, the manufacture, use or sale of the Current Products by Symphony Allegro on the Closing Date in strict accordance with the licenses herein and other terms of this Agreement will not misappropriate or infringe the intellectual property rights of any third party. For the purposes of this Section 5.1(g), the “Current Products” are the AZ-002 Product being tested by Alexza in a phase IIa clinical trial as of the Closing Date and the AZ-004 Product being tested by Alexza in a phase IIa clinical trial as of the Closing Date.
Appears in 1 contract
Representations and Warranties of Licensor. Licensor hereby represents and represents, warrants to Symphony AllegroLicensee that, that as of the Closing Effective Date:
(a) Subject Licensor has the right and authority to Section 3.2 grant the rights and Schedule 2.2, Licensor is the exclusive owner of all right, title, and interest in and to (i) all Licensed Patent Rights listed on Annex D that are not identified as jointly owned or licensed from a third party and (ii) the Regulatory Files listed on Schedule 5.1(a)licenses granted herein;
(b) Licensor has sufficient rights not previously granted any right, license or interest in or to grant the licenses granted hereunder and the grant of such licenses does not and will not conflict with any agreement to which Licensor is a party or otherwise governing the Licensed Intellectual Property and Licensor further represents and warrants that, on an ongoing basis throughout the Term, Licensor shall not enter into any agreement that will conflict would interfere with the rights and exercise of the licenses granted to Symphony Allegro hereunderunder this Agreement;
(c) To As of the Knowledge Effective Date, with the exception of proceedings with respect to Licensed Patents set forth in Schedule 14.2(c), there are (i) no actual, pending, or, to the Licensor’s knowledge, alleged, threatened, action, suits, claims, interference or governmental investigations involving the Product (including with respect to the Manufacturing of the Product), the Licensed Intellectual Property or the Product Trademarks by or against Licensor, or any of its Affiliates in the Licensee Territory, and (ii) to the Licensor’s knowledge, there is no infringement circumstances that may lead to any such action, suit, claims, interference or misappropriation by third parties of any Licensed Patent Rights or Licensed Know-Howinvestigations;
(d) No Licensor has not brought a claim alleging an infringement by a Third Party of any of the Licensed Intellectual Property owned by Licensor and, to in the Knowledge of Licensor, no Licensed Intellectual Property licensed to Licensor has been adjudged invalid or unenforceable, in whole or in partLicensee Territory, and to Licensor’s knowledge, as of the Effective Date, with the exception of proceedings with respect to Licensed Patents set forth in Schedule 14.2(d), there is no pending or, circumstances that may lead to the Knowledge of Licensor, threatened action, suit, proceeding or claim by others challenging the validity or scope of any Licensed Intellectual Property, and Licensor is unaware of any facts which would support any such claim; provided, that, with respect to patent number 7,090,830, the Company is in the process of amending the listing of the named inventors to include A▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and J▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇;
(e) To the Knowledge of Licensor, there is no pending or threatened action, suit, proceeding or claim by others that Licensor’s manufacture or development knowledge, as of the Products (in Effective Date, the form administered in clinical trials prior to Use of the Closing Date) misappropriates Product does not infringe the Intellectual Property Rights of any Third Party and Licensor has not received any claim alleging such any infringement. To Licensor’s knowledge, none of the Licensed Patents are invalid or infringes any intellectual property rights of others; andunenforceable;
(f) Except as set forth the Licensed Patents in the Licensee Territory listed on Annex BEXHIBIT 1 constitute a true, Symphony Allegro shall not be liable or otherwise obligated to pay royalties, milestone payments or other consideration pursuant to any license agreement that, accurate and complete list of all Patents in existence as of the Closing Date, Effective Date Controlled by Licensor has with a third party licensor, on account of Symphony Allegro’s exploitation of the Licensed Intellectual Property (including Sublicensed Intellectual Property) or the development, manufacture, use, sale, or importation of Products hereunder (in the form [*] = 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 24b-2 of the Securities Exchange Act of 1934, as amended. administered in clinical trials prior Licensee Territory relating to the Closing Date) pursuant to Product in the Initial Development Plan.Licensee Territory, and Licensor Controls such Licensed Patents in the Field and in the Licensee Territory, free of security interest;
(g) To Licensor’s knowledge, all individuals who participated in the Knowledge invention of any of the inventions claimed in the Licensed Patents have made effective assignments of all ownership rights either pursuant to written agreement or by operation of applicable Law;
(h) To Licensor’s knowledge, all application and registration fees that have become due in respect of the Licensed Patents listed on EXHIBIT 1 and the Product Trademarks listed on EXHIBIT 5 have been paid and all necessary documents and certificates have been filed with the relevant agencies for the purpose of registering such Licensed Patents and such Product Trademarks;
(i) Licensor has taken reasonable precautions to preserve the confidentiality of the Licensed Technology;
(j) All Data with respect to Product that was provided or is intended to be provided to a Regulatory Authority, as of the Effective Date, has been generated and provided in compliance with applicable Laws, including applicable with GLP, GCP and GMP, in all material respects;
(k) Licensor has disclosed or made available to Licensee in writing, on the electronic diligence datasite, all copies of: (i) material study reports and Data from Clinical Studies or GLP preclinical studies of the Product in its possession that relate or is relevant to the Licensee Territory, and (ii) all material filings and correspondence between Licensor and its Affiliates, on the one hand, and any Regulatory Authority, on the other hand, relating to clinical or preclinical studies of the Product, in each case that are relevant to the rights granted to Licensee pursuant to this Agreement.
(l) No information or documentation provided by Licensor to Licensee contain, any untrue or misleading statement of a material fact or to Licensor’s knowledge omit to state a material fact, with respect to the efficacy, side effects, formulation, stability, or preclinical or clinical testing or manufacturing of the Product;
(m) To Licensor’s knowledge, in the course of the Development of the Product, Licensor has not used any employee or consultant who has been debarred by any Regulatory Authority, or was the subject of debarment proceedings by a Regulatory Authority, and to Licensor’s knowledge, no such employees or consultants have been used by any Third Party contractor of Licensor in connection with the Development of the Product;
(n) The documents containing Data and Licensed Technology disclosed or made available to Licensee by Licensor are true and accurate copies of such documents in Licensor’s possession;
(o) Licensor has the right to grant to Licensee the right to refer to and use any data and technology that has been generated by the manufacturers of the Product engaged by Licensor or its Affiliates for the use and registration of the Product as provided for in this Agreement and the Supply Agreement.
(p) With the exception of those proceedings relating to the Licensed Patents set forth in Schedule 14.2(p), Licensor is not engaged in any litigation, opposition or arbitration affecting or relating to the Product, excluding oppositions before Patent authorities.
(q) To Licensor’s knowledge, Licensor and its Affiliates are in material compliance with each Material Agreement, and have performed all material obligations required to be performed by them to date under the Material Agreement, except such non-compliance would not have a material impact on Licensor. To Licensor’s knowledge, neither Licensor nor its Affiliates are in material breach under the Material Agreement and, to the knowledge of Licensor, the manufactureno other party to any Material Agreement is in material breach in any respect thereunder, use or sale of the Current Products by Symphony Allegro in each case, except such breach would not have a material impact on the Closing Date in strict accordance with the licenses herein and other terms of this Agreement will not misappropriate or infringe the intellectual property rights of any third party. For the purposes of this Section 5.1(g), the “Current Products” are the AZ-002 Product being tested by Alexza in a phase IIa clinical trial as of the Closing Date and the AZ-004 Product being tested by Alexza in a phase IIa clinical trial as of the Closing DateLicensor.
Appears in 1 contract
Representations and Warranties of Licensor. Licensor hereby represents and warrants to Symphony AllegroIcon, that as of the Closing Date:
(a) Subject to Section 3.2 and Schedule 2.2, Licensor is the exclusive owner of all right, title, and interest in and to (i) all Licensed Patent Rights listed on Annex D that are C and not identified as jointly owned or licensed from a third party and (ii) the Regulatory Files listed on Schedule 5.1(a)Files;
(b) Licensor has sufficient rights to grant the licenses granted hereunder and the grant of such licenses does not and will not conflict with any agreement to which Licensor is a party or otherwise governing the Licensed Intellectual Property and Licensor further represents and warrants that, on an ongoing basis throughout the Term, Licensor shall not enter into any agreement that will conflict with the rights and licenses granted to Symphony Allegro Icon hereunder;
(c) To the Knowledge of Licensor, there no third party is no infringement engaging in any activity that infringes or misappropriation by third parties of any misappropriates the Licensed Patent Rights or Licensed Knowrelated know-Howhow or trade secrets;
(d) No Licensed Intellectual Property owned by Licensor and, to the Knowledge of Licensor, no Licensed Intellectual Property licensed to Licensor has been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the Knowledge of Licensor, threatened action, suit, proceeding or claim by others challenging the validity or scope of any Licensed Intellectual Property, and Licensor is unaware of any facts which would support any such claim; provided, that, with respect to patent number 7,090,830, the Company is in the process of amending the listing of the named inventors to include A▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and J▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇;
(e) To the Knowledge of Licensor, there is no actions or claims have been asserted, are pending or threatened actionhave been threatened, suitagainst Licensor in writing alleging that the manufacture, proceeding use or claim by others that Licensor’s manufacture or development sale of the Products (in the form administered in clinical trials prior to the Closing Date) any Product misappropriates or infringes any the intellectual property rights of others; andany third party;
(f) Except as set forth on Annex B, Licensor and/or Symphony Allegro Icon shall not be liable or otherwise obligated to pay royalties, milestone payments or other consideration pursuant to any license agreement that, as of the Closing Date, Licensor has may have with a third party licensor, existing on account of the Closing Date in connection with Symphony AllegroIcon’s exploitation of the Licensed Intellectual Property (including Sublicensed Intellectual Property) or in connection with the development, manufacture, use, sale, or importation of Products hereunder (in the form [*] = 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 24b-2 of the Securities Exchange Act of 1934, as amended. administered in clinical trials prior to the Closing Date) pursuant to the Initial Development Plan.hereunder;
(g) To the Knowledge of Licensor, the manufacture, use or sale of the Current Products any Product by Symphony Allegro on the Closing Date Icon (or its sublicensees) in strict accordance with the licenses herein and other terms of this Agreement will not misappropriate or infringe the intellectual property rights of any third party. For , and Licensor is unaware of any facts which would support any such claim;
(h) The data and information relating to the purposes of this Section 5.1(g)Programs, the “Current Products” are the AZ-002 Product being tested by Alexza including such data and information relating to pre-clinical and clinical studies provided in a phase IIa clinical trial as of writing to Symphony Icon or its Affiliates prior to the Closing Date has been accurate in all material respects and Licensor has made no material misrepresentation or material omission in connection with such data and information; and
(i) Except for the AZ-004 Product being tested by Alexza in a phase IIa clinical trial as of LG617 Program, Licensor has not prior to the Closing DateDate itself or in conjunction with a third party (via license or otherwise) conducted any activities related to the development of a pharmaceutical product that Targets, to Licensor’s Knowledge, a [**].
Appears in 1 contract
Sources: Technology License Agreement (Lexicon Pharmaceuticals, Inc./De)