Additional Representations and Warranties of Micromet. Micromet hereby represents and warrants to Sanofi that, as of the Effective Date:
15.2.1 Micromet is a corporation duly organized, validly existing and in good standing under the laws of Germany, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as it is contemplated to be conducted by this Agreement.
15.2.2 Micromet is the sole and exclusive owner of all right, title and interest in the Licensed Technology or, as the case may be, has obtained licenses thereto.
15.2.3 To the knowledge of Micromet’s officers and the head of Micromet’s Intellectual Property department (i) Micromet has not received any written allegation from a Third Party that any Patent within the [***] Technology is invalid or unenforceable and (ii) no Patent within the [***] Technology is subject to interference, reexamination, reissue, revocation, opposition, appeal or other administrative proceedings.
15.2.4 [***] , to the knowledge of Micromet’s officers and the head of Micromet’s Intellectual Property department (i) the research and development activities of potential Products as described in the Development Plan as of the Effective Date, and (ii) the generation of BiTE Antibodies binding to the Collaboration Target and manufacture for clinical purposes of such BiTE Antibodies as described in the Development Plan as of the Effective Date and the composition or use of such generated BiTE Antibodies in a Product is not claimed in any published patent application (evaluating such patent application as of the Effective Date as though it was issued with the claims as published as of the Effective Date) or any issued Patent of a Third Party that is not sublicensed to Sanofi under this Agreement as part of [***] Technology.
15.2.5 Micromet has not received, with respect to the Licensed Technology, any notice of infringement or any written communication relating in any way to a possible infringement of any Third Party patent rights by its activities prior to the Effective Date or the activities of either Party contemplated by this Agreement. *** 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. Confidential Treatment Requested Under 17 C.F.R. §§ 200.80(b)(4), and 240.24b-2
15.2.6 Micromet has...
Additional Representations and Warranties of Micromet. Micromet hereby represents and warrants to MedImmune that Micromet is a corporation duly organized, validly existing and in good standing under the laws of Germany, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as it is contemplated to be conducted by this Agreement.
Additional Representations and Warranties of Micromet. Micromet hereby represents and warrants to Bayer that, as of the Effective Date, and as of the date of receipt of the Option Exercise Notice (except as disclosed in a separate disclosure schedule to be provided to Bayer pursuant to Section 2.3):
15.2.1 Micromet is a corporation duly organized, validly existing and in good standing under the laws of Germany, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as it is contemplated to be conducted by this Agreement.
15.2.2 Micromet is the sole and exclusive owner of all right, title and interest in the Licensed Technology or, as the case may be, has obtained licenses thereto.
15.2.3 To Micromet’s knowledge (i) Micromet has not received any written allegation from a Third Party that any Patent within the Micromet Technology is invalid or unenforceable and (ii) no Patent within the Micromet Technology is subject to interference, reexamination, reissue, revocation, opposition, appeal or other administrative proceedings. *** 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.
15.2.4 Micromet has not received, with respect to the Licensed Technology, any notice of infringement or any written communication relating in any way to a possible infringement of any Third Party patent rights by its activities prior to the Effective Date or the activities of either Party contemplated by this Agreement.
15.2.5 Micromet has the right and authority to grant the rights and licenses granted to Bayer pursuant to the terms and conditions of this Agreement, and Micromet has not granted (and will not grant during the Term) any right, license, or interest in, to, or under the Micromet Technology that is inconsistent with the rights, licenses, and interests granted to Bayer under the terms and conditions of this Agreement.
15.2.6 Micromet has not placed, and to Micromet’s knowledge there does not exist, upon the Micromet Technology any encumbrance, charge or lien (other than licenses granted under the Micromet Technology that do not violate 15.2.5).
15.2.7 The Patents listed on Exhibit C represent all Patents within Micromet’s Control required or useful for the development and Commercialization of the Product.
15.2.8 The Patents listed ...
Additional Representations and Warranties of Micromet. Micromet hereby represents and warrants to MedImmune that:
(a) Micromet is a corporation duly organized, validly existing and in good standing under the laws of Germany, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as it is contemplated to be conducted by this Agreement;
(b) Micromet owns all right, title and interest in and to the Patents of Exhibit A-1;
(c) The Patents of Exhibit A-2 are licensed to Micromet under the Technology Acquisition Agreements of Exhibit C and that the Patents of Exhibit A-2 have been sublicensed to MedImmune in the Territory under this Agreement;
Additional Representations and Warranties of Micromet. Micromet hereby represents and warrants to Nycomed that, as of the Effective Date: *** Certain information in this document has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.
14.2.1 To the knowledge of Micromet, and except as expressly notified to Nycomed with reference to this Section 14.2.1 prior to the Effective Date, the research, development, Commercialization or use of the MT203 Product does not infringe an issued Patent of any Third Party in the Territory.
14.2.2 Micromet has the right to grant the rights and licenses described in this Agreement.
14.2.3 To the knowledge of Micromet, there is no Third Party infringing any of the Licensed Patents or using any of the Licensed Know-How contrary to the rights granted to Nycomed pursuant to this Agreement.
14.2.4 Micromet has not been served with any interference action or litigation asserting the invalidity, misuse, unregisterability, unenforceability or non-infringement of any of the Licensed Patents or challenging Micromet’s rights to use any of the Licensed Patents or making any adverse claim of ownership thereof and claiming any part of the MT203 Product or related to the MT203 Product or the manufacture hereof, and Micromet has not received any written communication which expressly threatens interference actions or other litigation described above before any patent and trademark office, court, or any other governmental entity in any jurisdiction in regard to any such Licensed Patents.
14.2.5 Micromet has provided Nycomed’s internal patent counsel, during a due diligence meeting conducted on March 13, 2007 and subsequent telephone conferences, with access to complete copies of the most current versions of all pending patent applications included in the Licensed Patents and all material correspondence between Micromet and any patent office with respect to the pending patent applications included in the Licensed Patents as of the Effective Date.
14.2.6 Prior to the Effective Date, all maintenance fees associated with the Licensed Patents that have issued as of the Effective Date have been paid;
14.2.7 Prior to the Effective Date, Micromet has used commercially reasonable efforts to maintain the Licensed Technology under its control in confidence and has not disclosed, distributed, or disseminated such information to anyone who is not in turn under an obligation to Micromet to maintain this information in confidence....
Additional Representations and Warranties of Micromet. Micromet hereby represents and warrants to Amgen that, as of the Effective Date:
16.2.1 Micromet is a corporation duly organized, validly existing and in good standing under the laws of Germany, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as it is contemplated to be conducted by this Agreement.
16.2.2 Micromet has not received any written allegation from a Third Party that any Patent within the [***] Technology is invalid or unenforceable and no Patent within the [***] Technology is subject to interference, reexamination, reissue, revocation, opposition, appeal or other administrative proceedings.
16.2.3 Micromet is the sole and exclusive owner of all right, title and interest in the Licensed Technology or, as the case may be, has obtained licenses thereto.
