Common use of Additional Representations and Warranties of Camurus Clause in Contracts

Additional Representations and Warranties of Camurus. Camurus hereby further represents and warrants to Rhythm as of the Effective Date that: (a) Save with respect to [ ]* that have been disclosed in writing by Camurus to Rhythm prior to the Effective Date, Camurus is not aware of any pending actions, suits or other proceedings against it or any of its Affiliates that questions the validity of any issued Camurus Platform Patents, or that otherwise relate or pertain to, any Camurus Platform IP; (b) Camurus is not aware that any of the Camurus Platform Patents are invalid, and Camurus is not aware of any defect in Camurus’ right, title and interest in and to the Camurus Platform Patents; (c) To the extent necessary to grant Rhythm the rights provided for in this Agreement, Camurus owns or Controls sufficient rights in the Camurus Platform IP. (d) Camurus, to its knowledge and belief, has supplied Rhythm with all material documentation and information, possessed by Camurus or any of its Affiliates which have been requested by Rhythm [ ]*, during the course of due diligence prior to execution of this Agreement. (e) Camurus is not aware of any use, infringement or misappropriation of the Camurus Platform IP in derogation of the rights granted to Rhythm in this Agreement. To the knowledge of Camurus, the practice and use of the Camurus Platform IP by Rhythm, its Affiliates or Sublicensees in the manner permitted or contemplated in this Agreement will not infringe upon, or constitute misappropriation or unauthorized use of, the Intellectual Property of any Third Party. (f) To the knowledge of Camurus, Camurus and its Affiliates have complied with all the requirements of all United States and foreign patent offices with respect to the filing of applications for Patent Rights in respect of the Camurus Platform Patents, including the duty of disclosure under 37 C.F.R. 1.56 and comparable provisions of foreign patent offices. (i) To the knowledge of Camurus, Camurus and its Affiliates have complied with all the requirements of all United States and foreign patent offices to maintain the Camurus Platform Patents in full force and effect and (ii) to Camurus’ knowledge, all necessary registration, maintenance and renewal fees have been paid and all necessary documents and certificates required to be filed in connection with the issued Camurus Platform Patents and pending applications for Patent Rights in respect of Camurus Platform Patents have been duly filed and the duty of disclosure under applicable patent laws have been fulfilled. (h) In each case in which Camurus or any of its Affiliates has acquired title to any inventions forming part of Camurus Platform Patents from any person, Camurus or any such Affiliate, as applicable, has obtained an assignment in form sufficient to transfer all rights in such inventions. (i) Exhibit 1.5 hereto lists all Patent Rights owned or Controlled by Camurus or any of its Affiliates on the Effective Date that cover the FC Technology. Except for the Patent Rights listed on Exhibit 1.5 hereto, neither Camurus nor any of its Affiliates owns or Controls any Patent Rights on the Effective Date pertaining to the FC Technology. (j) [ ]*. Notwithstanding anything to the contrary in this Agreement, a Party shall not be entitled to make any claims or bring any action against the other Party based on warranties or representations extended under this Agreement to the extent that the circumstances giving rise to such claim or action were known by or disclosed to the claiming Party prior to the Effective Date or could reasonably have been inferred from information disclosed by the other Party.

Additional Representations and Warranties of Camurus. Camurus hereby further represents and warrants to Rhythm Braeburn as of the Effective Date that: (a) Save with respect to [ ]* that have been disclosed in writing by Exhibits 1.16 and 1.17 set forth a complete and accurate list of the Patent Rights included within the Camurus to Rhythm prior to Platform IP and the Camurus Product IP as of the Effective Date. Camurus has disclosed to Braeburn all material information received by Camurus concerning the institution of any interference, opposition, reexamination, reissue, revocation, nullification or any other similar official proceeding involving any such Patent Rights anywhere in the Licensed Territory and in South Korea, Japan, Taiwan and China. (b) Camurus is not aware of any pending or threatened actions, suits or other similar proceedings against it or any of its Affiliates that questions the validity of any issued Camurus Platform Patents, or that otherwise relate or pertain to, any Patent Rights forming part of Camurus Platform IP;. (bc) Camurus is not aware that any of the issued Camurus Platform Patents Patent Rights forming part of Camurus IP are invalidinvalid or that the manufacture, use or sale of CAM2038 and Camurus is not aware CAM2048 as now formulated would infringe issued Patent Rights of any defect in Camurus’ right, title and interest in and to the Camurus Platform Patents;Third Parties. (cd) To the extent necessary to grant Rhythm Braeburn the rights provided for in this Agreement, Camurus owns or Controls sufficient rights in the Camurus Platform IP and the Camurus Product IP. (d) Camurus, to its knowledge and belief, has supplied Rhythm with all material documentation and information, possessed by Camurus or any of its Affiliates which have been requested by Rhythm [ ]*, during the course of due diligence prior to execution of this Agreement. (e) Camurus is has not aware of granted any use, infringement right or misappropriation license to any Third Party relating to any of the Camurus Platform IP in derogation that would conflict or interfere with any of the rights or licenses granted to Rhythm in this AgreementBraeburn hereunder. To the knowledge of CamurusCERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, the practice and use of the Camurus Platform IP by Rhythm, its Affiliates or Sublicensees in the manner permitted or contemplated in this Agreement will not infringe upon, or constitute misappropriation or unauthorized use of, the Intellectual Property of any Third PartyAS AMENDED. (f) To the knowledge of Camurus, Camurus and its Affiliates have complied with all the requirements of all United States and foreign patent offices with respect to the filing of applications for Patent Rights in respect of the Camurus Platform Patents, including the duty of disclosure under 37 C.F.R. 1.56 and comparable provisions of foreign patent offices. (i) To the knowledge of Camurus, Camurus and its Affiliates have complied with all the requirements of all United States and foreign patent offices to maintain the Camurus Platform Patents in full force and effect and (ii) to Camurus’ knowledge, all necessary registration, maintenance and renewal fees have been paid and all necessary documents and certificates required to be filed in connection with the issued Camurus Platform Patents and pending applications for Patent Rights in respect of Camurus Platform Patents have been duly filed and the duty of disclosure under applicable patent laws have been fulfilled. (h) In each case in which Camurus or any of its Affiliates has acquired title to any inventions forming part of Camurus Platform Patents from any person, Camurus or any such Affiliate, as applicable, has obtained an assignment in form sufficient to transfer all rights in such inventions. (i) Exhibit 1.5 hereto lists all Patent Rights owned or Controlled by Camurus or any of its Affiliates on the Effective Date that cover the FC Technology. Except for the Patent Rights listed on Exhibit 1.5 hereto, neither Camurus nor any of its Affiliates owns or Controls any Patent Rights on the Effective Date pertaining to the FC Technology. (j) [ ]*. Notwithstanding anything to the contrary in this Agreement, a Party shall not be entitled to make any claims or bring any action against the other Party based on warranties or representations extended under this Agreement to the extent that the circumstances giving rise to such claim or action were known by or disclosed to the claiming Party prior to the Effective Date or could reasonably have been inferred from information disclosed by the other Party.