Common use of Bayer Representations and Warranties Clause in Contracts

Bayer Representations and Warranties. Bayer covenants, represents and warrants to Aegerion that as of the Effective Date: (a) Bayer is a corporation duly organized, validly existing and in good standing under the laws of state or jurisdiction in which it is incorporated, and it has full right and authority to enter into this Agreement and to grant the licenses and other rights to Aegerion as herein described. (b) This Agreement has been duly authorized by all requisite corporate action, and when executed and delivered will become a valid and binding contract of Bayer enforceable against Bayer in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other law affecting creditors’ rights generally from time to time if effect, and to general principles of equity. (c) The execution, delivery and performance of this Agreement does not conflict with any other agreement, contract, instrument or understanding, oral or written, to which Bayer is a party, or by which it is bound, nor will it violate any law applicable to Bayer. (d) All necessary consents, approvals and authorizations of all regulatory and governmental authorities and other persons or entities required to be obtained by Bayer in connection with the execution and delivery of this Agreement and the performance of its obligations hereunder have been obtained. (e) Exhibit A contains a list of all Bayer Know-How in Bayer’s possession as of the Effective Date that Bayer has reasonably concluded Aegerion will find reasonably necessary or useful for