Provision Language
3. Representations and Due Diligence
3.01 Licensee Representations. Licensee represents and warrants to University at all times that:
(A) Commercialization Plan. Licensee is a start-up venture having the strategic commitment to commercialize the Licensed Products and Licensed Processes in the Field of Use in the Territory, as appropriate, and Licensee has provided to the University a copy of its most recent Commercialization Plan;
(B) Organization & Power. Licensee is a corporation duly organized, validly existing, and in good standing under the laws of its state of incorporation and has all requisite corporate power and authority to enter into this Agreement;
(C) Authorization. The execution, delivery and performance by Licensee of this Agreement and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of the Licensee and do not conflict with or cause a default with respect to Licensee’s obligations under any other agreement;
(D) Execution & Delivery. This Agreement has been duly executed and delivered by the Licensee;
(E) Insurance. The insurance coverage required pursuant to Section 7.03 has been obtained, and will be maintained in accordance with Section 7.03, and Licensee has presented proof of coverage in a form satisfactory to the University;
(F) Progress Reports. Licensee will submit a Progress Report to University on or before each March 15th during the Term of this Agreement provided however that if the Effective Date of this Agreement occurs during the period from November 1 to March 15, inclusive, Licensee’s first Progress Report will not be due until the next March 15 following said period; and
(G) Small Entity. Licensee is a ‘small entity’ within the meaning set forth in 37 C.F.R. §1.27. Licensee agrees to give University prompt notice if, and when, Licensee no longer qualifies as a ‘small entity’ within the meaning set forth in 37 C.F.R. §1.27 or Licensee grants a Sublicense to any entity that is not a ‘small entity’.
7. Warranties, Limitations & Indemnification
7.01 University Limitation. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE UNIVERSITY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR WITH RESPECT TO: (1) THE SCOPE OR VALIDITY OF ANY OF THE PATENT RIGHTS AND/OR COPYRIGHT [DELETE IF NO COPYRIGHT]; (2) WHETHER THE PATENT RIGHTS AND/OR COPYRIGHT [DELETE IF NO COPYRIGHT] MAY BE EXPLOITED BY LICENSEE OR ANY PERMITTED SUBLICENSEE WITHOUT INFRINGING THE RIGHTS (INCLUDING PATENT RIGHTS AND/OR COPYRIGHTS [DELETE IF NO COPYRIGHT]) OF OTHERS; OR (3) THE RESULTS TO BE OBTAINED BY USE OF THE PATENT RIGHTS, THE SOFTWARE [DELETE IF NO COPYRIGHT], THE LICENSED PRODUCTS AND/OR THE LICENSED PROCESSES. THE PATENT RIGHTS AND THE SOFTWARE [DELETE IF NO COPYRIGHT] ARE DELIVERED “AS IS” IN EVERY RESPECT. IF BIOLOGICAL MATERIALS ARE TRANSFERRED (BY WAY OF LICENSE, BAILMENT OR OTHERWISE) HEREUNDER, UNIVERSITY MAKES NO REPRESENTATIONS OR WARRANTIES THAT SUCH BIOLOGICAL MATERIALS AND/OR THE METHODS USED TO MAKE OR USE SUCH BIOLOGICAL MATERIALS ARE FREE FROM LIABILITY FOR PATENT INFRINGEMENT.
