Common use of CureVac Representations and Warranties Clause in Contracts

CureVac Representations and Warranties. Subject to the disclosures in the attached Exhibit 14.4 (“Disclosure Letter”) CureVac represents and warrants to Genmab as of the Effective Date that: (i) it is the sole and exclusive owner of the Patent Rights listed in Exhibit 1.59; (ii) to CureVac’s knowledge, all inventors have assigned their rights to the Patent Rights listed in Exhibit 1.59 to CureVac, and there have been no inventorship or ownership challenges with respect to these Patent Rights; (iii) CureVac has the full right, power and authority to grant the rights and licenses it purports to grant hereunder, and neither CureVac nor any of its Affiliates has granted any Third Party any rights or licenses that would interfere or be inconsistent with Genmab’s rights and licenses hereunder; (iv) to CureVac’s knowledge, use of the CureVac Technology by Genmab in accordance with the terms of this Agreement, including Genmab’s further Development, Manufacturing and/or Commercialization of each Product will not infringe on the rights of any Third Party, including any Third Party intellectual property rights; (v) to CureVac’s knowledge, CureVac has received no written notice of or any written demand relating to any threatened or pending litigation which would reasonably lead it to believe that Genmab’s exercise of any rights granted by CureVac under this Agreement in respect of the CureVac Technology will infringe any Patent Rights or misappropriate other intellectual property right of any Third Party; (vi) to CureVac’s knowledge, CureVac has received no currently pending administrative proceedings or litigation or threatened administrative proceedings or litigation seeking to invalidate or otherwise challenge any Curevac Patent Right(s); (vii) CureVac has not given any written notice to any Third Party asserting infringement by such Third Party of any of the CureVac Technology and, to CureVac’s knowledge, there is no unauthorized use, infringement or misappropriation of the CureVac Technology; (viii) CureVac Controls all right, title and interest in and to the CureVac Technology; (ix) The CureVac Technology is free and clear of all encumbrances, security interests, options, and charges of any kind; (x) To CureVac’s knowledge, the CVCMs are not required for the Development, Manufacture or Commercialization of Products under this Agreement; (xi) CureVac has provided to Genmab an accurate, current copy of the BioNTech License and Roche License, respectively, and it will not without Genmab’s prior written consent amend the BioNTech License or Roche License in any way that may have an adverse effect on the licenses granted to Genmab herein; (xii) CureVac has provided to Genmab accurate, current and redacted copies via the data room of (i) the Acuitas License and (ii) the Arcturus License and (iii) License Agreement for [*****] between CureVac AG and GeneArt AG dated [*****] including any amendments thereto; and (iv) Licensed Agreement between CureVac AG and TriLink Biotechnologies LLC, including any amendments thereto; and CureVac will not without Genmab’s prior written consent amend or terminate any of these agreements in any way that may have an adverse effect on the licenses granted to Genmab herein; and (xiii) to CureVac’s knowledge, CureVac is not in material breach of the Acuitas License or Arcturus License, there is no current dispute under the Acuitas License or Arcturus License and any such agreement is in full force and effect in accordance with its terms.

CureVac Representations and Warranties. Subject to the disclosures in the attached Exhibit 14.4 13.4 (“"Disclosure Letter”") CureVac represents and warrants to Genmab GSK as of at the Effective Date Date, that: (i) it is the sole and exclusive owner of the Patent Rights listed in Exhibit 1.591.47 or otherwise Controls such Patent Rights; (ii) to CureVac’s 's knowledge, all inventors have assigned their rights to the Patent Rights listed in Exhibit 1.59 to CureVac, and there have been no inventorship or ownership challenges with respect to these Patent Rights; (iii) CureVac it has the full right, power and authority to grant the rights and licenses it purports to grant hereunder, and ; (iii) neither CureVac nor any of its Affiliates has granted any Third Party any rights or licenses that would interfere or be inconsistent with Genmab’s GSK's rights and licenses hereunder; (iv) to CureVac’s knowledge, use of the CureVac Technology by Genmab in accordance with the terms of this Agreement, including Genmab’s further Development, Manufacturing and/or Commercialization of each Product will not infringe on the rights of any Third Party, including any Third Party intellectual property rights; (v) to CureVac’s knowledge, CureVac has received no written notice of or any written demand relating to any threatened or pending litigation litigation, and no other matters are within CureVac's knowledge, which would reasonably lead it to believe that Genmab’s GSK's exercise of any rights purported to be granted by CureVac under this Agreement in respect of the CureVac Technology will infringe any Patent Rights or infringe or misappropriate any other intellectual property right of any Third Party; (viv) to CureVac’s knowledge, CureVac has received there is no currently pending administrative proceedings or litigation or threatened and no administrative proceedings or litigation seeking to invalidate or otherwise challenge any Curevac CureVac Patent Right(s)) has been threatened in writing; (viivi) CureVac has not given any written notice to any Third Party asserting infringement by such Third Party of any of the CureVac Technology or LNP Technology and, to CureVac’s knowledge's Knowledge, there is no unauthorized use, infringement or misappropriation of the CureVac Technology; (viiivii) CureVac Controls all right, title and interest in and to the CureVac Technology; (ix) The CureVac Technology is free and clear of all encumbrances, security interests, options, and charges of any kind; (xviii) To to CureVac’s 's knowledge, the CVCMs In-Licensing Agreements are valid and effective and CureVac has not required received a written notice of termination for any of these In-Licensing Agreements; (ix) to CureVac's knowledge, there is no ongoing litigation in respect of, litigation reasonably in prospect in connection with, and no reasonable prospect of termination under the DevelopmentIn-Licensing Agreements by the respective counterparties under those agreements ahead of the respective expiry dates of such In-Licensing Agreements; (x) to CureVac's knowledge, Manufacture the information and documents set forth in or Commercialization of Products under this Agreementreferred to in the Disclosure Letter are true, complete and accurate in all material respects; (xi) CureVac has provided to Genmab an accurateCureVac's knowledge, current copy the information and documents regarding the In-Licensing Agreements, CureVac's portfolio of Patent Rights, toxicology studies, clinical data, process and analytical information, manufacturing process information, material filing and correspondence with Regulatory Authorities, disclosed in the BioNTech License and Roche License, respectively, and it will not without Genmab’s prior written consent amend the BioNTech License or Roche License in any way that may have an adverse effect on the licenses granted to Genmab herein; (xii) CureVac has provided to Genmab accurate, current and redacted copies via the data room of (i) the Acuitas License and (ii) the Arcturus License and (iii) License Agreement for [*****] between e-data room prior to the Effective Date as a part of GSK's due diligence, is true, complete and accurate in all material respects; and (xii) CureVac AG has disclosed to GSK any written correspondence sent to or received from Regulatory Authorities, all drug safety monitoring board meeting minutes and GeneArt AG dated internal safety review committee meeting minutes for the [*****] including any amendments thereto; and (iv) Licensed Agreement between CureVac AG and TriLink Biotechnologies LLC, including any amendments thereto; and CureVac will not without Genmab’s prior written consent amend or terminate any as of these agreements in any way that may have an adverse effect on the licenses granted to Genmab herein; and (xiii) to CureVac’s knowledge, CureVac is not in material breach of the Acuitas License or Arcturus License, there is no current dispute under the Acuitas License or Arcturus License and any such agreement is in full force and effect in accordance with its termsInitiation.

CureVac Representations and Warranties. Subject to the disclosures in the attached Exhibit 14.4 13.4 (“Disclosure Letter”) CureVac represents and warrants to Genmab GSK as of at the Effective Date Date, that: (i) it is the sole and exclusive owner of the Patent Rights listed in Exhibit 1.591.55 or otherwise Controls such Patent Rights; (ii) to CureVac’s knowledge, all inventors have assigned their rights to the Patent Rights listed in Exhibit 1.59 to CureVac, and there have been no inventorship or ownership challenges with respect to these Patent Rights; (iii) CureVac it has the full right, power and authority to grant the rights and licenses it purports to grant hereunder, and ; (iii) neither CureVac nor any of its Affiliates has granted any Third Party any rights or licenses that would interfere or be inconsistent with GenmabGSK’s rights and licenses hereunder; (iv) to CureVac’s knowledge, use of the CureVac Technology by Genmab in accordance with the terms of this Agreement, including Genmab’s further Development, Manufacturing and/or Commercialization of each Product will not infringe on the rights of any Third Party, including any Third Party intellectual property rights; (v) to CureVac’s knowledge, CureVac has received no written notice of or any written demand relating to any threatened or pending litigation litigation, and no other matters are within CureVac’s knowledge, which would reasonably lead it to believe that GenmabGSK’s exercise of any rights purported to be granted by CureVac under this Agreement in respect of the CureVac Technology will infringe any Patent Rights or infringe or misappropriate any other intellectual property right of any Third Party; (viv) to CureVac’s knowledge, CureVac has received there is no currently pending administrative proceedings or litigation or threatened and no administrative proceedings or litigation seeking to invalidate or otherwise challenge any Curevac CureVac Patent Right(s)) has been threatened in writing; (viivi) CureVac has not given any written notice to any Third Party asserting infringement by such Third Party of any of the CureVac Technology or LNP Technology and, to CureVac’s knowledgeKnowledge, there is no unauthorized use, infringement or misappropriation of the CureVac Technology; (viiivii) CureVac Controls all right, title and interest in and to the CureVac Technology; (ix) The CureVac Technology is free and clear of all encumbrances, security interests, options, and charges of any kind; (xviii) To to CureVac’s knowledge, the CVCMs In-Licensing Agreements are valid and effective and CureVac has not required received a written notice of termination for any of these In-Licensing Agreements; (ix) to CureVac’s knowledge, there is no ongoing litigation in respect of, litigation reasonably in prospect in connection with, and no reasonable prospect of termination under the DevelopmentIn-Licensing Agreements by the respective counterparties under those agreements ahead of the respective expiry dates of such In-Licensing Agreements; (x) to CureVac’s knowledge, Manufacture the information and documents set forth in or Commercialization of Products under this Agreementreferred to in the Disclosure Letter are true, complete and accurate in all material respects; (xi) CureVac has provided to Genmab an accurateCureVac’s knowledge, current copy the information and documents regarding the In-Licensing Agreements, CureVac’s portfolio of Patent Rights, toxicology studies, clinical data, process and analytical information, manufacturing process information, material filing and correspondence with Regulatory Authorities, disclosed in the BioNTech License and Roche License, respectively, and it will not without Genmab’s prior written consent amend the BioNTech License or Roche License in any way that may have an adverse effect on the licenses granted to Genmab herein; (xii) CureVac has provided to Genmab accurate, current and redacted copies via the data room of (i) the Acuitas License and (ii) the Arcturus License and (iii) License Agreement for [*****] between e- data room prior to the Effective Date as a part of GSK’s due diligence, is true, complete and accurate in all material respects; and (xii) CureVac AG and GeneArt AG dated has disclosed to GSK all redacted drug safety monitoring board meeting minutes, internal safety review committee meeting minutes for the [*****] including any amendments thereto; as of its Initiation, and (iv) Licensed Agreement between CureVac AG and TriLink Biotechnologies LLC, including any amendments thereto; and CureVac will not without Genmab’s prior written consent amend or terminate any of these agreements there are no other material issues identified in any way that may have an adverse effect on the licenses granted letters or notices to Genmab herein; and or from Regulatory Authorities (xiiiincluding EMA/Rapporteur meetings) to CureVac’s knowledge, CureVac is not in material breach of the Acuitas License or Arcturus License, there is no current dispute under the Acuitas License or Arcturus License and any such agreement is in full force and effect in accordance with its termsinvolving these [*****].

CureVac Representations and Warranties. Subject to the disclosures in the attached Exhibit 14.4 13.4 (“Disclosure Letter”) CureVac represents and warrants to Genmab GSK as of at the Effective Date Date, that: (i) it is the sole and exclusive owner of the Patent Rights listed in Exhibit 1.591.50 or otherwise Controls such Patent Rights; (ii) to CureVac’s knowledge, all inventors have assigned their rights to the Patent Rights listed in Exhibit 1.59 to CureVac, and there have been no inventorship or ownership challenges with respect to these Patent Rights; (iii) CureVac it has the full right, power and authority to grant the rights and licenses it purports to grant hereunder, and ; (iii) neither CureVac nor any of its Affiliates has granted any Third Party any rights or licenses that would interfere or be inconsistent with GenmabGSK’s rights and licenses hereunder; (iv) to CureVac’s knowledge, use of the CureVac Technology by Genmab in accordance with the terms of this Agreement, including Genmab’s further Development, Manufacturing and/or Commercialization of each Product will not infringe on the rights of any Third Party, including any Third Party intellectual property rights; (v) to CureVac’s knowledge, CureVac has received no written notice of or any written demand relating to any threatened or pending litigation litigation, and no other matters are within CureVac’s knowledge, which would reasonably lead it to believe that GenmabGSK’s exercise of any rights purported to be granted by CureVac under this Agreement in respect of the CureVac Technology will infringe any Patent Rights or infringe or misappropriate any other intellectual property right of any Third Party; (viv) to CureVac’s knowledge, CureVac has received there is no currently pending administrative proceedings or litigation or threatened and no administrative proceedings or litigation seeking to invalidate or otherwise challenge any Curevac CureVac Patent Right(s)) has been threatened in writing; (viivi) CureVac has not given any written notice to any Third Party asserting infringement by such Third Party of any of the CureVac Technology or LNP Technology and, to CureVac’s knowledgeKnowledge, there is no unauthorized use, infringement or misappropriation of the CureVac Technology; (viiivii) CureVac Controls all right, title and interest in and to the CureVac Technology; (ix) The CureVac Technology is free and clear of all encumbrances, security interests, options, and charges of any kind; (xviii) To to CureVac’s knowledge, the CVCMs In-Licensing Agreements are valid and effective and CureVac has not required received a written notice of termination for any of these In-Licensing Agreements; (ix) to CureVac’s knowledge, there is no ongoing litigation in respect of, litigation reasonably in prospect in connection with, and no reasonable prospect of termination under the DevelopmentIn-Licensing Agreements by the respective counterparties under those agreements ahead of the respective expiry dates of such In-Licensing Agreements; (x) to CureVac’s knowledge, Manufacture the information and documents set forth in or Commercialization of Products under this Agreementreferred to in the Disclosure Letter are true, complete and accurate in all material respects; (xi) CureVac has provided to Genmab an accurateCureVac’s knowledge, current copy the information and documents regarding the In-Licensing Agreements, CureVac’s portfolio of Patent Rights, toxicology studies, clinical data, process and analytical information, manufacturing process information, material filing and correspondence with Regulatory Authorities, disclosed in the BioNTech License and Roche License, respectively, and it will not without Genmab’s prior written consent amend the BioNTech License or Roche License in any way that may have an adverse effect on the licenses granted to Genmab herein; (xii) CureVac has provided to Genmab accurate, current and redacted copies via the data room of (i) the Acuitas License and (ii) the Arcturus License and (iii) License Agreement for [*****] between e-data room prior to the Effective Date as a part of GSK’s due diligence, is true, complete and accurate in all material respects; and (xii) CureVac AG has disclosed to GSK any written correspondence sent to or received from Regulatory Authorities, all drug safety monitoring board meeting minutes and GeneArt AG dated internal safety review committee meeting minutes for the [*****] including any amendments thereto; and (iv) Licensed Agreement between CureVac AG and TriLink Biotechnologies LLC, including any amendments thereto; and CureVac will not without Genmab’s prior written consent amend or terminate any as of these agreements in any way that may have an adverse effect on the licenses granted to Genmab herein; and (xiii) to CureVac’s knowledge, CureVac is not in material breach of the Acuitas License or Arcturus License, there is no current dispute under the Acuitas License or Arcturus License and any such agreement is in full force and effect in accordance with its termsInitiation.

CureVac Representations and Warranties. Subject to the disclosures in the attached Exhibit 14.4 13.4 (“Disclosure Letter”) CureVac represents and warrants to Genmab GSK as of at the Effective Date Date, that: (i) it is the sole and exclusive owner of the Patent Rights listed in Exhibit 1.591.55 or otherwise Controls such Patent Rights; (ii) to CureVac’s knowledge, all inventors have assigned their rights to the Patent Rights listed in Exhibit 1.59 to CureVac, and there have been no inventorship or ownership challenges with respect to these Patent Rights; (iii) CureVac it has the full right, power and authority to grant the rights and licenses it purports to grant hereunder, and ; (iii) neither CureVac nor any of its Affiliates has granted any Third Party any rights or licenses that would interfere or be inconsistent with GenmabGSK’s rights and licenses hereunder; (iv) to CureVac’s knowledge, use of the CureVac Technology by Genmab in accordance with the terms of this Agreement, including Genmab’s further Development, Manufacturing and/or Commercialization of each Product will not infringe on the rights of any Third Party, including any Third Party intellectual property rights; (v) to CureVac’s knowledge, CureVac has received no written notice of or any written demand relating to any threatened or pending litigation litigation, and no other matters are within CureVac’s knowledge, which would reasonably lead it to believe that GenmabGSK’s exercise of any rights purported to be granted by CureVac under this Agreement in respect of the CureVac Technology will infringe any Patent Rights or infringe or misappropriate any other intellectual property right of any Third Party; (viv) to CureVac’s knowledge, CureVac has received there is no currently pending administrative proceedings or litigation or threatened and no administrative proceedings or litigation seeking to invalidate or otherwise challenge any Curevac CureVac Patent Right(s)) has been threatened in writing; (viivi) CureVac has not given any written notice to any Third Party asserting infringement by such Third Party of any of the CureVac Technology or LNP Technology and, to CureVac’s knowledgeKnowledge, there is no unauthorized use, infringement or misappropriation of the CureVac Technology; (viiivii) CureVac Controls all right, title and interest in and to the CureVac Technology; (ix) The CureVac Technology is free and clear of all encumbrances, security interests, options, and charges of any kind; (xviii) To to CureVac’s knowledge, the CVCMs In-Licensing Agreements are valid and effective and CureVac has not required received a written notice of termination for any of these In-Licensing Agreements; (ix) to CureVac’s knowledge, there is no ongoing litigation in respect of, litigation reasonably in prospect in connection with, and no reasonable prospect of termination under the DevelopmentIn-Licensing Agreements by the respective counterparties under those agreements ahead of the respective expiry dates of such In-Licensing Agreements; (x) to CureVac’s knowledge, Manufacture the information and documents set forth in or Commercialization of Products under this Agreementreferred to in the Disclosure Letter are true, complete and accurate in all material respects; (xi) CureVac has provided to Genmab an accurateCureVac’s knowledge, current copy the information and documents regarding the In-Licensing Agreements, CureVac’s portfolio of Patent Rights, toxicology studies, clinical data, process and analytical information, manufacturing process information, material filing and correspondence with Regulatory Authorities, disclosed in the BioNTech License and Roche License, respectively, and it will not without Genmab’s prior written consent amend the BioNTech License or Roche License in any way that may have an adverse effect on the licenses granted to Genmab herein; (xii) CureVac has provided to Genmab accurate, current and redacted copies via the data room of (i) the Acuitas License and (ii) the Arcturus License and (iii) License Agreement for [*****] between e-data room prior to the Effective Date as a part of GSK’s due diligence, is true, complete and accurate in all material respects; and (xii) CureVac AG and GeneArt AG dated has disclosed to GSK all redacted drug safety monitoring board meeting minutes, internal safety review committee meeting minutes for the [*****] including any amendments thereto; as of its Initiation, and (iv) Licensed Agreement between CureVac AG and TriLink Biotechnologies LLC, including any amendments thereto; and CureVac will not without Genmab’s prior written consent amend or terminate any of these agreements there are no other material issues identified in any way that may have an adverse effect on the licenses granted letters or notices to Genmab herein; and or from Regulatory Authorities (xiiiincluding EMA/Rapporteur meetings) to CureVac’s knowledge, CureVac is not in material breach of the Acuitas License or Arcturus License, there is no current dispute under the Acuitas License or Arcturus License and any such agreement is in full force and effect in accordance with its termsinvolving these [*****].

CureVac Representations and Warranties. Subject to the disclosures in the attached Exhibit 14.4 13.4 (“"Disclosure Letter”") CureVac represents and warrants to Genmab GSK as of at the Effective Date (unless otherwise indicated below), that: (i) it is the sole and exclusive owner of the Patent Rights listed in Exhibit 1.591.50 or otherwise Controls such Patent Rights; (ii) to CureVac’s 's knowledge, all inventors have assigned their rights to the Patent Rights listed in Exhibit 1.59 to CureVac, and there have been no inventorship or ownership challenges with respect to these Patent Rights; (iii) CureVac it has the full right, power and authority to grant the rights and licenses it purports to grant hereunder, and ; (iii) neither CureVac nor any of its Affiliates has granted any Third Party any rights or licenses that would interfere or be inconsistent with Genmab’s GSK's rights and licenses hereunder; (iv) to CureVac’s knowledge, use of the CureVac Technology by Genmab in accordance with the terms of this Agreement, including Genmab’s further Development, Manufacturing and/or Commercialization of each Product will not infringe on the rights of any Third Party, including any Third Party intellectual property rights; (v) to CureVac’s knowledge, CureVac has received no written notice of or any written demand relating to any threatened or pending litigation litigation, and no other matters are within CureVac's knowledge, which would reasonably lead it to believe that Genmab’s GSK's exercise of any rights purported to be granted by CureVac under this Agreement in respect of the CureVac Technology will infringe any Patent Rights or infringe or misappropriate any other intellectual property right of any Third Party; (viv) to CureVac’s knowledge, CureVac has received there is no currently pending administrative proceedings or litigation or threatened and no administrative proceedings or litigation seeking to invalidate or otherwise challenge any Curevac CureVac Patent Right(s)) has been threatened in writing; (viivi) CureVac has not given any written notice to any Third Party asserting infringement by such Third Party of any of the CureVac Technology or LNP Technology and, to CureVac’s knowledge's Knowledge, there is no unauthorized use, infringement or misappropriation of the CureVac Technology; (viiivii) CureVac Controls all right, title and interest in and to the CureVac Technology; (ix) The CureVac Technology is free and clear of all encumbrances, security interests, options, and charges of any kind; (xviii) To to CureVac’s 's knowledge, the CVCMs In-Licensing Agreements are valid and effective and CureVac has not required received a written notice of termination for any of these In-Licensing Agreements; (ix) to CureVac's knowledge, there is no ongoing litigation in respect of, litigation reasonably in prospect in connection with, and no reasonable prospect of termination under the DevelopmentIn-Licensing Agreements by the respective counterparties under those agreements ahead of the respective expiry dates of such In-Licensing Agreements; (x) to CureVac's knowledge, Manufacture the information and documents set forth in or Commercialization of Products under this Agreementreferred to in the Disclosure Letter are true, complete and accurate in all material respects; (xi) CureVac has provided to Genmab an accurateCureVac's knowledge, current copy the information and documents regarding the In-Licensing Agreements, CureVac's portfolio of Patent Rights, toxicology studies, clinical data, process and analytical information, manufacturing process information, material filing and ​ ​ ​ correspondence with Regulatory Authorities, disclosed in the BioNTech License [*****] e-data room prior to the Effective Date as a part of GSK's due diligence, is true, complete and Roche License, respectively, and it will not without Genmab’s prior written consent amend the BioNTech License or Roche License accurate in any way that may have an adverse effect on the licenses granted to Genmab hereinall material respects; (xii) CureVac has provided disclosed to Genmab accurateGSK any written correspondence sent to or received from Regulatory Authorities, current all drug safety monitoring board meeting minutes and redacted copies via internal safety review committee meeting minutes for the data room of (i) the Acuitas License and (ii) the Arcturus License and (iii) License Agreement for [*****] between as of its Initiation; and (xiii) as at the Fourth Amendment Effective Date, CureVac AG has the right to transfer, and GeneArt AG dated as at the date of any transfer occurring prior to the Fourth Amendment Effective Date, CureVac had the right to transfer, the existing [*****] including any amendments thereto; and (iv) Licensed Agreement between CureVac AG and TriLink Biotechnologies LLC, including any amendments thereto; and CureVac will not without Genmab’s prior written consent amend or terminate any of these agreements in any way that may have an adverse effect on for the licenses granted to Genmab herein; and (xiii) to CureVac’s knowledge, CureVac is not in material breach Manufacture of the Acuitas License or Arcturus License, there is no current dispute Initial Products under this Agreement. CureVac further undertakes that it will obtain and maintain the Acuitas License or Arcturus License and any such agreement is in full force and effect in accordance with its termsright to complete the transfer of the [*****] for the Manufacture of the Initial Products under this Agreement to the extent occurring after the Fourth Amendment Effective Date.