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

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 the right and authority to grant the rights and licenses granted to Sanofi pursuant to the terms and conditions of this Agreement, and Micromet has not granted any right, license, or interest in, to, or under the Licensed Technology that is inconsistent with the rights, licenses, and interests granted to Sanofi under the terms and conditions of this Agreement. 15.2.7 Micromet has not placed, and to Micromet’s knowledge there does not exist, upon the Licensed Technology any encumbrance, charge or lien that would preclude Micromet from granting the rights to Sanofi under this Agreement. 15.2.8 The Patents listed on Exhibit C represent all Patents within Micromet’s Control required or useful for the development and Commercialization of a Product; provided that it will not be a breach of this representation if any Patent was omitted from this Exhibit C and is subsequently included on an revised Exhibit C. 15.2.9 The Patents listed on Exhibit C have been filed and maintained in a manner consistent with its standard practice in each applicable country in the Territory in which such Patents have been filed and all applicable fees have been paid on or before the due date for payment. 15.2.10 To Micromet’s knowledge, all inventors of inventions claimed in the Patents listed on Exhibit C have assigned, or have a contractual obligation to assign, their entire right, title and interest in and to such inventions to Micromet and the inventors listed are correct and there are no claims or assertions in writing regarding the inventorship of such Patent Rights alleging that additional or alternative inventors ought to be listed, except for the corrections listed on Exhibit J. 15.2.11 To the knowledge of Micromet’s officers, the option under Contract # [***] listed on Exhibit G-1 is in full force and effect and Micromet has not received any notice that such option could not be exercised by Micromet in accordance with the terms thereof.

Additional Representations and Warranties of Micromet. Micromet hereby represents and warrants to Sanofi BI 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 has the sole right and exclusive owner authority to grant the rights and licenses granted to BI pursuant to the terms and conditions of all this Agreement, and Micromet has not granted any right, title license, or interest in, to, or under the [***] Technology that is inconsistent with the rights, licenses, and interest interests granted to BI under the terms and conditions of this Agreement. *** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Licensed Technology orSecurities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as the case may be, has obtained licenses theretoamended. 15.2.3 To the knowledge of Micromet’s officers and the head of Micromet’s Intellectual Property department (after due inquiry): (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 the right and authority to grant the rights and licenses granted to Sanofi pursuant to the terms and conditions of this Agreement, and Micromet has not granted any right, license, or interest in, to, or under the Licensed Technology that is inconsistent with the rights, licenses, and interests granted to Sanofi under the terms and conditions of this Agreement. 15.2.7 Micromet has not placed, and to Micromet’s knowledge there does not exist, upon the Licensed Technology any encumbrance, charge or lien that would preclude Micromet from granting the rights to Sanofi under this Agreement. 15.2.8 The Patents listed on Exhibit C represent all Patents within Micromet’s Control required or useful for the development and Commercialization of a Product; provided that it will not be a breach of this representation if any Patent was omitted from this Exhibit C and is subsequently included on an revised Exhibit C. 15.2.9 The Patents listed on Exhibit C have been filed and maintained in a manner consistent with its standard practice in each applicable country in the Territory in which such Patents have been filed and all applicable fees have been paid on or before the due date for payment. 15.2.10 To Micromet’s knowledge, all inventors of inventions claimed in the Patents listed on Exhibit C have assigned, or have a contractual obligation to assign, their entire right, title and interest in and to such inventions to Micromet and the inventors listed are correct and there are no claims or assertions in writing regarding the inventorship of such Patent Rights alleging that additional or alternative inventors ought to be listed, except for the corrections listed on Exhibit J. 15.2.11 To the knowledge of Micromet’s officers, the option under Contract # [***] listed on Exhibit G-1 is in full force and effect and Micromet has not received any notice that such option could not be exercised by Micromet in accordance with the terms thereof.

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. . *** 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 [***] ], 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 the right and authority to grant the rights and licenses granted to Sanofi pursuant to the terms and conditions of this Agreement, and Micromet has not granted any right, license, or interest in, to, or under the Licensed Technology that is inconsistent with the rights, licenses, and interests granted to Sanofi under the terms and conditions of this Agreement. 15.2.7 Micromet has not placed, and to Micromet’s knowledge there does not exist, upon the Licensed Technology any encumbrance, charge or lien that would preclude Micromet from granting the rights to Sanofi under this Agreement. 15.2.8 The Patents listed on Exhibit C represent all Patents within Micromet’s Control required or useful for the development and Commercialization of a Product; provided that it will not be a breach of this representation if any Patent was omitted from this Exhibit C and is subsequently included on an revised Exhibit C. 15.2.9 The Patents listed on Exhibit C have been filed and maintained in a manner consistent with its standard practice in each applicable country in the Territory in which such Patents have been filed and all applicable fees have been paid on or before the due date for payment. 15.2.10 To Micromet’s knowledge, all inventors of inventions claimed in the Patents listed on Exhibit C have assigned, or have a contractual obligation to assign, their entire right, title and interest in and to such inventions to Micromet and the inventors listed are correct and there are no claims or assertions in writing regarding the inventorship of such Patent Rights alleging that additional or alternative inventors ought to be listed, except for the corrections listed on Exhibit J. 15.2.11 To the knowledge of Micromet’s officers, the option under Contract # [***] listed on Exhibit G-1 is in full force and effect and Micromet has not received any notice that such option could not be exercised by Micromet in accordance with the terms thereof.

Additional Representations and Warranties of Micromet. Micromet hereby represents and warrants to Sanofi MedImmune that, as of the Effective Date: 15.2.1 (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.; 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 (ib) 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 the right and authority to grant the rights and licenses granted to Sanofi pursuant to the terms and conditions of this Agreement, and Micromet has not granted any right, license, or interest in, to, or under the Licensed Technology that is inconsistent with the rights, licenses, and interests granted to Sanofi under the terms and conditions of this Agreement. 15.2.7 Micromet has not placed, and to Micromet’s knowledge there does not exist, upon the Licensed Technology any encumbrance, charge or lien that would preclude Micromet from granting the rights to Sanofi under this Agreement. 15.2.8 The Patents listed on Exhibit C represent owns all Patents within Micromet’s Control required or useful for the development and Commercialization of a Product; provided that it will not be a breach of this representation if any Patent was omitted from this Exhibit C and is subsequently included on an revised Exhibit C. 15.2.9 The Patents listed on Exhibit C have been filed and maintained in a manner consistent with its standard practice in each applicable country in the Territory in which such Patents have been filed and all applicable fees have been paid on or before the due date for payment. 15.2.10 To Micromet’s knowledge, all inventors of inventions claimed in the Patents listed on Exhibit C have assigned, or have a contractual obligation to assign, their entire right, title and interest in and to such inventions the Patents of Exhibit A-1; (c) The Patents of Exhibit A-2 are licensed to Micromet under one or more Technology Acquisition Agreements of Exhibit D and that the inventors listed are Patents of Exhibit A-2 have been sublicensed to MedImmune in the Territory under this Agreement; (d) Micromet has not previously granted and, prior to expiration or termination of this Agreement, will not grant any rights in the Licensed Technology that conflict with the rights and licenses granted to MedImmune herein; (e) prior to the Effective Date, it has disclosed to MedImmune all such information that, to Micromet’s knowledge, is material to the activities contemplated hereunder and that, to Micromet’s knowledge, such information and data is correct and there are no claims or assertions in writing regarding all material respects; (f) as of the inventorship of such Patent Rights alleging that additional or alternative inventors ought Effective Date, it has neither received from nor delivered any written claim to be listed, except for the corrections listed on Exhibit J. 15.2.11 To a Third Party (nor has a Third Party to the knowledge of Micromet’s officersofficers threatened such a claim) asserting the invalidity, unenforceability or misuse of any Patent included in Licensed Technology; (g) to the option knowledge of Micromet’s officers as of the Effective Date, other than Patents licensed to MedImmune under Contract # [***] this Agreement, no Patent owned or controlled by a Third Party would be infringed by manufacture, use or sale of a BiTE Product in the Territory; and (h) as of the Effective Date, (i) all the Technology Acquisition Agreements as to which Micromet is a party with respect to Know-How and Patents that relate to BiTE Product or manufacture or use thereof are listed on in Exhibit G-1 is D, (ii) such Technology Acquisition Agreements are in full force and effect and Micromet that valid and effective sublicenses thereunder have been granted to MedImmune pursuant to this Agreement, (iii) to the knowledge of Micromet, no Party to any such Technology Acquisition Agreement is in breach thereof, and (iv) to the knowledge of Micromet, no Party to any such Technology Acquisition Agreement has not received notified any notice that such option could not be exercised by Micromet in accordance with the terms other party thereto of any breach thereof.