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

Additional Representations and Warranties of Xxxxxxxxx. Xxxxxxxxx hereby represents and warrants to AstraZeneca that as of the Effective Date: 7.2.1. Xxxxxxxxx, together with its Affiliates, is the sole and exclusive owner of, and has the sole right, title and interest in and to, the Xxxxxxxxx Patent Rights and the Xxxxxxxxx Know-How, in each case free and clear of any mortgage, pledge, claim, security interest, covenant, easement, encumbrance, lien, lease, sublease, option, or charge of any kind, limitations on transfer or any subordination arrangement in favor of a Third Party; 7.2.2. All of the Xxxxxxxxx Patent Rights listed on Schedule 1.49 are in force or pending and have not been abandoned as of the Effective Date, and to Xxxxxxxxx’x knowledge, all such Xxxxxxxxx Patent Rights are valid and enforceable; [**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. 7.2.3. No Third Party has challenged or has threatened in writing to challenge the extent, validity or enforceability of the patents encompassed within the Xxxxxxxxx Technology relating to the Collaboration Compound (including, by way of example, through the institution or written threat of institution of interference, nullity or similar invalidity proceedings before the US Patent and Trademark Office or any analogous foreign entity), and to the knowledge of Xxxxxxxxx, all application, registration, maintenance and renewal fees in respect of Xxxxxxxxx Patent Rights have been paid and all documents and certificates required to be filed with the relevant agencies for the purpose of maintaining such Xxxxxxxxx Patent Rights have been filed; 7.2.4. Neither Xxxxxxxxx nor any of its Affiliates has granted any license, option or other rights of any kind to or in favor of a Third Party under the Xxxxxxxxx Technology; 7.2.5. There is no intellectual property right, and in particular no Patent Right, owned or Controlled by Xxxxxxxxx or its Affiliates other than the Xxxxxxxxx Technology, that is necessary for AstraZeneca or its Affiliates and subcontractors to Develop a Collaboration Compound as set forth herein; 7.2.6. To Xxxxxxxxx’x knowledge, the manufacture, use, sale, offer for sale and importation of the Collaboration Compound in the Field in the Territory, in the form in which it is being Developed by Xxxxxxxxx as of the Effective Date, does not infringe any Patent Rights of a Third Party; 7.2.7. There are no claims, judgments or settlements pending against Xxxxxxxxx or its Affiliates with respect to any Xxxxxxxxx Technology, and Xxxxxxxxx has not received notice that any such claims, judgments or settlements are threatened; and 7.2.8. All employee inventions relevant to the rights granted to AstraZeneca under this Agreement have been duly transferred to Xxxxxxxxx or its Affiliates in accordance with Applicable Law or Xxxxxxxxx has entered into binding agreements permitting such a transfer; and 7.2.9. Xxxxxxxxx has heretofore disclosed or made available to AstraZeneca all material scientific and technical information and all material information relating to safety and efficacy known to it or its Affiliates with respect to the Collaboration Compound and has made available to AstraZeneca complete and accurate copies of all material documentation and correspondence submitted to or received from any Regulatory Authority with respect to the Collaboration Compound.

Additional Representations and Warranties of Xxxxxxxxx. Xxxxxxxxx hereby represents and warrants to AstraZeneca that as of the Effective Date: 7.2.1. Xxxxxxxxx, together with its Affiliates, is the sole and exclusive owner of, and has the sole right, title and interest in and to, the Xxxxxxxxx Patent Rights and the Xxxxxxxxx Know-How, in each case free and clear of any mortgage, pledge, claim, security interest, covenant, easement, encumbrance, lien, lease, sublease, option, or charge of any kind, limitations on transfer or any subordination arrangement in favor of a Third Party; 7.2.2. All of the Xxxxxxxxx Patent Rights listed on Schedule 1.49 are in force or pending and have not been abandoned as of the Effective Date, and to Xxxxxxxxx’x knowledge, all such Xxxxxxxxx Patent Rights are valid and enforceable; [**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.; 7.2.3. No Third Party has challenged or has threatened in writing to challenge the extent, validity or enforceability of the patents encompassed within the Xxxxxxxxx Technology relating to the Collaboration Compound (including, by way of example, through the institution or written threat of institution of interference, nullity or similar invalidity proceedings before the US Patent and Trademark Office or any analogous foreign entity), and to the knowledge of Xxxxxxxxx, all application, registration, maintenance and renewal fees in respect of Xxxxxxxxx Patent Rights have been paid and all documents and certificates required to be filed with the relevant agencies for the purpose of maintaining such Xxxxxxxxx Patent Rights have been filed; 7.2.4. Neither Xxxxxxxxx nor any of its Affiliates has granted any license, option or other rights of any kind to or in favor of a Third Party under the Xxxxxxxxx Technology; 7.2.5. There is no intellectual property right, and in particular no Patent Right, owned or Controlled by Xxxxxxxxx or its Affiliates other than the Xxxxxxxxx Technology, that is necessary for AstraZeneca or its Affiliates and subcontractors to Develop a Collaboration Compound as set forth herein; 7.2.6. To Xxxxxxxxx’x knowledge, the manufacture, use, sale, offer for sale and importation of the Collaboration Compound in the Field in the Territory, in the form in which it is being Developed by Xxxxxxxxx as of the Effective Date, does not infringe any Patent Rights of a Third Party; 7.2.7. There are no claims, judgments or settlements pending against Xxxxxxxxx or its Affiliates with respect to any Xxxxxxxxx Technology, and Xxxxxxxxx has not received notice that any such claims, judgments or settlements are threatened; and 7.2.8. All employee inventions relevant to the rights granted to AstraZeneca under this Agreement have been duly transferred to Xxxxxxxxx or its Affiliates in accordance with Applicable Law or Xxxxxxxxx has entered into binding agreements permitting such a transfer; and 7.2.9. Xxxxxxxxx has heretofore disclosed or made available to AstraZeneca all material scientific and technical information and all material information relating to safety and efficacy known to it or its Affiliates with respect to the Collaboration Compound and has made available to AstraZeneca complete and accurate copies of all material documentation and correspondence submitted to or received from any Regulatory Authority with respect to the Collaboration Compound.

Additional Representations and Warranties of Xxxxxxxxx. Xxxxxxxxx hereby represents and warrants to AstraZeneca that as of the Effective Date: 7.2.1. Xxxxxxxxx, together with its Affiliates, is the sole and exclusive owner of, and has the sole right, title and interest in and to, the Xxxxxxxxx Patent Rights and the Xxxxxxxxx Know-How, in each case free and clear of any mortgage, pledge, claim, security interest, covenant, easement, encumbrance, lien, lease, sublease, option, or charge of any kind, limitations on transfer or any subordination arrangement in favor of a Third Party; 7.2.2. All of the Xxxxxxxxx Patent Rights listed on Schedule 1.49 are in force or pending and have not been abandoned as of the Effective Date, and to Xxxxxxxxx’x knowledge, all such Xxxxxxxxx Patent Rights are valid and enforceable; [**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.; 7.2.30.0.0. No Xx Third Party has challenged or has threatened in writing to challenge the extent, validity or enforceability of the patents encompassed within the Xxxxxxxxx Technology relating to the Collaboration Compound (including, by way of example, through the institution or written threat of institution of interference, nullity or similar invalidity proceedings before the US Patent and Trademark Office or any analogous foreign entity), and to the knowledge of Xxxxxxxxx, all application, registration, maintenance and renewal fees in respect of Xxxxxxxxx Patent Rights have been paid and all documents and certificates required to be filed with the relevant agencies for the purpose of maintaining such Xxxxxxxxx Patent Rights have been filed; 7.2.4. Neither Xxxxxxxxx nor any of its Affiliates has granted any license, option or other rights of any kind to or in favor of a Third Party under the Xxxxxxxxx Technology; 7.2.5. There is no intellectual property right, and in particular no Patent Right, owned or Controlled by Xxxxxxxxx or its Affiliates other than the Xxxxxxxxx Technology, that is ​ ​ ​ necessary for AstraZeneca or its Affiliates and subcontractors to Develop a Collaboration Compound as set forth herein; 7.2.60.0.0. To Xx Xxxxxxxxx’x knowledge, the manufacture, use, sale, offer for sale and importation of the Collaboration Compound in the Field in the Territory, in the form in which it is being Developed by Xxxxxxxxx as of the Effective Date, does not infringe any Patent Rights of a Third Party; 7.2.7. There are no claims, judgments or settlements pending against Xxxxxxxxx or its Affiliates with respect to any Xxxxxxxxx Technology, and Xxxxxxxxx has not received notice that any such claims, judgments or settlements are threatened; and 7.2.8. All employee inventions relevant to the rights granted to AstraZeneca under this Agreement have been duly transferred to Xxxxxxxxx or its Affiliates in accordance with Applicable Law or Xxxxxxxxx has entered into binding agreements permitting such a transfer; and 7.2.9. Xxxxxxxxx has heretofore disclosed or made available to AstraZeneca all material scientific and technical information and all material information relating to safety and efficacy known to it or its Affiliates with respect to the Collaboration Compound and has made available to AstraZeneca complete and accurate copies of all material documentation and correspondence submitted to or received from any Regulatory Authority with respect to the Collaboration Compound.