Additional Representations and Warranties of Xxxxxxx. 6.2.1. The representations and warranties made by Xxxxxxx to Forest pursuant to Section 9.2 of the License Agreement (and any related definitions) are hereby incorporated into this Agreement by reference; provided, however, that for purposes of this Section 6.2 (a) any reference in such representations and warranties (or any related definition) to the “Effective Date” shall be deemed to be a reference to the Option Execution Date and (b) and (b) any references in such representations and warranties to “Schedule 9.2” or “Schedule 9.2.1” shall be deemed to be a reference to “Schedule 6.2.1” or “Schedule 6.2.1.1”, respectively.
6.2.2. Xxxxxxx represents and warrants to Forest, as of the Option Execution Date, that Xxxxxxx has obtained all Third Party approvals necessary to enter into this Agreement and to consummate the License Agreement as contemplated herein, including all necessary stockholder approvals.
Additional Representations and Warranties of Xxxxxxx. Xxxxxxx represents and warrants to Licensee that, as of the Effective Date (or with respect to Transferred Contracts, as of the Transferred Contract Effective Date):
9.2.1. Schedule AR Mutant Program Patents, Schedule AR Mutant Diagnostic Patent and Schedule NIK Program Patents list all Patent Rights existing as of the Effective Date that are owned or licensed by Xxxxxxx or any of its Affiliates and include any claim Covering any AR Mutant Compound or AR Mutant Product (as it exists on the Effective Date) or any NIK Compound or NIK Product (as it exists on the Effective Date), as applicable, or its formulation, Manufacture or use (the “Existing Xxxxxxx Program Patents”);
Additional Representations and Warranties of Xxxxxxx. Xxxxxxx represents and warrants to Protagonist that, as of the Execution Date, neither Xxxxxxx nor any of its Affiliates, nor its or their employees, officers, directors, or agents, has been debarred by the FDA, is the subject of a conviction described in 21 U.S.C. 335a, or is subject to any similar sanction.
Additional Representations and Warranties of Xxxxxxx. Xxxxxxx represents and warrants to Licensee that as of the Effective Date as follows, and, reasonably prior to the Option Exercise Date in connection with Licensee’s expected exercise of the TARP8 Option, upon Licensee’s written request Xxxxxxx shall promptly notify Licensee in reasonable detail if there is any change with respect to any TARP8 Compound or TARP8 Product that would cause any of the following representations and warranties to be inaccurate or untrue (subject to Licensee providing Xxxxxxx with a reasonable opportunity to provide such update in advance of the Option Exercise Date):
Additional Representations and Warranties of Xxxxxxx. In addition to the representations and warranties made by Xxxxxxx in Section 10.1, and except as disclosed in Exhibit L attached hereto (with reference to the particular subsection below), Xxxxxxx, hereby represents and warrants to DexCom that as of the Effective Date:
(a) Xxxxxxx has not placed, or suffered to be placed, any liens, charges or encumbrances on or against the Xxxxxxx Patent Rights;
(b) the Xxxxxxx Patent Rights are not the subject of any interference, opposition, reissue or reexamination proceeding in the United States or, to the knowledge of Xxxxxxx, any opposition proceeding outside of the United States; and
(c) Xxxxxxx is the sole owner of the Xxxxxxx Technology, including but not limited to the Xxxxxxx Patent Rights.
Additional Representations and Warranties of Xxxxxxx. Xxxxxxx represents and warrants to and agrees with each of the underwriters that (i) the Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this Section 2A do not apply to statements or omissions in the Registration Statement or the Prospectus based upon information relating to any Underwriter furnished to the Company in writing by such Underwriter through you, or information relating to any other Selling Stockholder furnished to the Company in writing by such Selling Stockholder, expressly for use therein.
Additional Representations and Warranties of Xxxxxxx. Xxxxxxx hereby additionally represents and warrants to INyX the following:
(a) Xxxxxxx is a corporation duly organized and existing under the laws of the State of New York. ----------------------- ***Confidential material redacted and filed separately with the Commission
(b) There are no material adverse claims pending or, to the best of Xxxxxxx'x knowledge, threatened against Xxxxxxx by any entity with respect to any of its Products or business; and
(c) Xxxxxxx is neither a party to nor otherwise bound by any agreement or instrument which prohibits or prevents it from performing its obligations under this Agreement.
Additional Representations and Warranties of Xxxxxxx. In addition to the represents and warrants set out in Section 3.1, Xxxxxxx represents and warrants to the other parties as follows and acknowledges that the other parties are relying upon such representations and warranties in connection with the matters contemplated by this Agreement that Xxxxxxx:
(a) is not a U.S. Person and is not acquiring the Surge Transferred Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(b) is outside the United States when receiving and executing this Agreement;
(c) understands that the Surge Transferred Shares have not been registered under the Securities Act, or under any state securities or “blue sky” laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the Securities Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in each case only in accordance with any applicable securities laws;
(d) understands and agrees that offers and sales of any of the Surge Transferred Shares prior to the expiration of a period of one year after the date of transfer of the Surge Transferred Shares (the “Distribution Compliance Period”) shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the Securities Act or an exemption therefrom, and that all offers and sales after the Distribution Compliance Period shall be made only in compliance with the registration provisions of the Securities Act or an exemption therefrom and in each case only in accordance with all applicable securities laws;
(e) understands and agrees that the Surge Transferred Shares may not be offered or sold to a U.S. Person or for the account or benefit of a U.S. Person (other than a distributor) prior to the end of the Distribution Compliance Period;
(f) understands and agrees not to engage in any hedging transactions involving the Surge Transferred Shares prior to the end of the Distribution Compliance Period unless such transactions are in compliance with the provisions of the Securities Act;
(g) is acquiring the Surge Transferred Shares as principal for investment only and not with a view to resale or distribution and, in particular, Xxxxxxx has no intention to distribute ei...
Additional Representations and Warranties of Xxxxxxx. Xxxxxxx represents and warrants to Protagonist that, as of the Original Execution Date, neither Xxxxxxx nor any of its Affiliates, nor its or their employees, officers, directors, or agents, has been debarred by the FDA, is the subject of a conviction described in 21 U.S.C. 335a, or is subject to any similar sanction. Xxxxxxx represents and warrants to Protagonist that, as of the Restatement Effective Date, the PTG-200 Clinical Development Plan attached hereto as Exhibit B and the 2nd Generation Clinical Development Plan attached hereto as Exhibit C (a) have received appropriate internal approvals by Xxxxxxx in its ordinary course of business based on the stage of the applicable product, (b) accurately reflect the Clinical Trials and key regulatory activities that Xxxxxxx plans, as of the Restatement Effective Date, to conduct with respect to the PTG-200 Product and the 2nd Generation Products, respectively, for the Indications in the applicable Development Plan as of the Restatement Effective Date, and Xxxxxxx’x anticipated timelines for such Clinical Trials and activities, and (c) Xxxxxxx is not currently contemplating and has not engaged in any discussions regarding amending either Development Plan to materially eliminate, reduce, or delay any of the Clinical Trials or regulatory activities set forth in such Development Plan.
Additional Representations and Warranties of Xxxxxxx. Xxxxxxx hereby represents and warrants to Fate, as of the Effective Date, that:
13.3.1 Xxxxxxx (or its Affiliates) Controls the Xxxxxxx Research Patents and has the right to grant the licenses to Fate as set forth in Section 5.2;
13.3.2 to the knowledge of Xxxxxxx as of the Effective Date[***];
13.3.3 [***];
13.3.4 to the knowledge of Xxxxxxx or its Affiliates, all inventors in Xxxxxxx Research Patents that are owned by Xxxxxxx are correctly identified in compliance with Law in the various jurisdictions, and all (i) inventors of the Xxxxxxx Research Patents owned solely by Xxxxxxx and (ii) inventors of the Xxxxxxx Research Patents owned jointly by Xxxxxxx that are employees of Xxxxxxx, in each case (i) and (ii) have agreed to assign to Xxxxxxx their entire rights, title and interest to and in inventions claimed in such Xxxxxxx Research Patents and any intellectual property thereto, and no other Person has any claim of ownership or inventorship whatsoever with respect to such Xxxxxxx Research Patents;
13.3.5 to the knowledge of Xxxxxxx or its Affiliates[***];
13.3.6 [***];
13.3.7 Xxxxxxx and its Affiliates have not received any written notice from or been investigated by, any court or governmental body or administrative or other agency having jurisdiction over activities of Xxxxxxx or its Affiliates, including Regulatory Authorities, claiming or suggesting that performance of its obligations hereunder or any other activities or business operation of Xxxxxxx or its Affiliates related to Antigen Binding Domains that Xxxxxxx intends to provide to Fate under the Research Programs for Xxxxxxx Antigen 1 or Xxxxxxx Antigen 2 have violated or may violate any Law, including if applicable GLP, GMP or GCP;
13.3.8 to the knowledge of Xxxxxxx, [***];
13.3.9 neither Xxxxxxx nor its Affiliates nor, to the knowledge of Xxxxxxx, [***]; and
13.3.10 Xxxxxxx and its Affiliates have not, as of the Effective Date, granted any license to any Third Party, or entered into any agreement with any Third Party that would conflict or interfere with any of the rights or licenses granted to Fate hereunder.
