patent rights, copyrights, inventions, licenses, approvals, governmental authorizations, trade secrets and rights

rights, copyrights, inventions, licenses, approvals, government authorizations, trade secrets or other intellectual

it has the necessary corporate authorizations to enter into and perform this Agreement;

Borrowers and Guarantors have obtained all permits, licenses and other authorizations which are required with respect to the ownership and operations of their business under any Pharmaceutical Law, except where the failure to obtain such permits, licenses or other authorizations would not reasonably be expected to have a Material Adverse Effect.

Transfer of Existing CTAs and Marketing Authorizations to Licensee. Unless otherwise agreed upon by the Parties, Axsome shall transfer to Licensee the CTAs and Regulatory Approvals for the Licensed Products which CTAs and Regulatory Approvals are listed on [Schedule 1.84] to the extent that such CTAs exist and are active as of the Effective Date and are held by Axsome in the Territory. Licensee will use all reasonable efforts to maintain in full effect such CTAs (for so long as needed to complete the Transferred Clinical Trials) and Regulatory Approvals, and Licensee will use all reasonable efforts to timely perform all responsibilities of the regulatory sponsor or the MAH, as applicable, with respect thereto.

Such resolutions, authorizations or certifications, as applicable, to borrow and/or related documents from Borrower;

as otherwise provided in the Offering Documents, all consents, authorizations, orders, filings and registrations which

Based on a twelve-month average of outstanding Capital Expenditure Authorizations and Storm Job Orders.

The Intellectual Property # is and at all times has been in material compliance with the Laws; # is in compliance in all material respects with all the Authorizations, and Seller has not received any notice # of adverse finding, untitled letter or other correspondence or notice from any governmental authority alleging or asserting noncompliance with any Laws or Authorizations with respect to the Intellectual Property, including any warning letter from a Regulatory Agency containing any unresolved issues concerning noncompliance with any Laws or Authorizations, # of any claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration or other action from any governmental authority or third party alleging that the Intellectual Property is in violation of any Laws or Authorizations, and no such governmental authority or third party is considering any such claim, litigation, arbitration, action, suit, investigation or proceeding; and # that any governmental authority has taken, is taking, or intends to take action to limit, suspend, modify or revoke any Authorizations with respect to the Intellectual Property and it has no knowledge that such governmental authority is considering such action.

the required notices, consents, Permits, waivers authorizations, orders and other approvals listed in [Schedule 6.3(d)(iv)], and all such notices, consents, Permits, waivers, authorizations, orders and other approvals will be in full force and effect and not be subject to the satisfaction of any condition that has not been satisfied or waived; and