Additional Representations of Moderna. Moderna represents and warrants to Merck that as of the Effective Date:
(a) there are no [***] and to Moderna’s Knowledge, no [***] relating to the Moderna Patents and/or Moderna Know-How;
(b) Schedule 1.123 sets forth a true, correct and complete list of Moderna Patents and such schedule contains all application numbers and filing dates, registration numbers and dates, jurisdictions and owners. [***]
(c) to Moderna’s Knowledge (i) all Patents within the Moderna Patents have been procured or are being procured from the respective patent offices in accordance with applicable Law, and (ii) the issued Patents within the Moderna Patents are [***];
(d) it (and its Affiliates) has not prior to the Effective Date (i) assigned, transferred or conveyed its right, title and/or interest in Moderna Patents or Moderna Know-How, or (ii) otherwise granted any rights to any Third Parties that would, in the case of clauses (i) and/or (ii), conflict with the rights granted to Merck hereunder, and, to Moderna’s Knowledge, there is no unauthorized use, infringement or misappropriation of any Moderna Patent or Moderna Know-How;
(e) it or its Affiliate is the sole and exclusive owner of the [***] which are as at the Effective Date free and clear of any liens, charges and encumbrances (excluding those entered into the ordinary course of financing its business), and no other Person has as at the Effective Date any claim of ownership whatsoever with respect to the [***];
(f) [***]
(g) [***]
(h) [***]
(i) neither Moderna nor any of its Affiliates has obtained, or filed for, any INDs, NDAs or Regulatory Approval for any mRNA Constructs or mRNA Products in [***];
(j) all Development related to the [***] prior to the Effective Date has been conducted in accordance with all applicable Laws;
(k) [***]
(l) [***] (m) [***]
Additional Representations of Moderna. Moderna represents and warrants to Merck that as of the Effective Date and the Amended Effective Date; provided, for clarity, that Moderna has made representations and warranties with respect to SAVs solely as of the Amended Effective Date:
(a) there are no actions, judgments or settlements against or owed by Moderna (or any of its Affiliates) and to Moderna’s Knowledge, no threatened claims or litigation relating to the Moderna Background Patents and/or Moderna Background Know-How;
(b) Schedule 1.235 sets forth a true, correct and complete list of Moderna Background Patents and such schedule contains all application numbers and filing dates, registration numbers and dates, jurisdictions and owners. [***]
(c) to Moderna’s Knowledge (i) all Patents within the Moderna Background Patents have been procured or are being procured from the respective patent offices in accordance with applicable Law, and (ii) the issued Patents within the Moderna Background Patents are not invalid or unenforceable, in whole or in part;
(d) it (and its Affiliates) has not prior to the Amended Effective Date (i) assigned, transferred or conveyed its right, title and/or interest in Moderna Background Patents or Moderna Background Know-How, or
