Genentech Representations Sample Clauses

Genentech Representations. GENENTECH represents and warrants to IMMUNOGEN that: (a) the execution and delivery of this Agreement and the performance of the transactions contemplated hereby have been duly authorized by all appropriate GENENTECH corporate action; and (b) this Agreement is a legal and valid obligation binding upon GENENTECH and enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by the Parties does not conflict with any agreement, instrument or understanding to which GENENTECH is a party or by which it is bound.
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Genentech Representations. Genentech hereby represents and warrants the following to ACI: Research Collaboration and License Agreement Xxx 00 CONFIDENTIAL FINAL EXECUTION VERSION 10.2.1 Genentech has the full right, power and authority, and have obtained all approvals, permits or consents necessary, to enter into this Agreement and to perform all of its obligations hereunder. 10.2.2 Genentech has not, prior to the Effective Date, entered into and shall not, following the Effective Date, enter into any agreement that conflicts in any way with this Agreement or Genentech’s obligations hereunder. 10.2.3 Genentech follows reasonable commercial practices common in the industry to protect its proprietary and confidential information, including requiring its employees, consultants and agents to be bound in writing by obligations of confidentiality and non-disclosure, and requiring its employees, consultants and agents to assign to it any and all inventions and discoveries discovered by such employees, consultants and/or agents made within the scope of, and during their employment, and only disclosing proprietary and confidential information to Third Parties pursuant to written confidentiality and non-disclosure agreements.
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Genentech Representations. GENENTECH represents and warrants that: ------------------------- (a) the execution and delivery of this Agreement and the performance of the transactions contemplated hereby have been duly authorized by all appropriate GENENTECH corporate action; (b) GENENTECH is under no obligation which is inconsistent with this Agreement, and (c) GENENTECH has the full right and legal capacity to grant the rights to CURAGEN pursuant to Article 7 without violating the rights of any third party. Nothing in this Agreement shall be interpreted as obligating either Party to commercialize technology made hereunder or to perform any additional work beyond that set forth in the Research Plan.
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Genentech Representations. GENENTECH represents and warrants that: ------------------------- (a) the execution and delivery of this Agreement and the performance of the transactions contemplated hereby have been duly authorized by all appropriate GENENTECH corporate action; and (b) GENENTECH is under no obligation which is inconsistent with this Agreement.
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Genentech Representations. Genentech hereby represents, warrants and covenants to Denali that: 8.1.1. Genentech has the full right, power and authority, and has obtained all approvals, permits or consents necessary, to enter into this Agreement and to perform all of its obligations hereunder and to grant the licenses provided hereunder. 8.1.2. To Genentech’s knowledge, Genentech has not, prior to the Effective Date, entered into any agreement and has not granted any now existing, or agreed to grant any future license, right or privilege which agreement, license, right or privilege conflicts in any way with the licenses granted to Denali hereunder. 8.1.3. Genentech is the sole and exclusive owner of or Controls the Licensed IP existing as of the Effective Date and, to Genentech’s knowledge, such Licensed IP is free and clear of any liens or encumbrances. 8.1.4. To Genentech’s knowledge, the Licensed IP constitutes all Patents and Know-How that are owned or Controlled by Genentech and that Genentech believes, as of the Effective Date, are necessary for making, using, selling, offering for sale or importing a Genentech Compound. 8.1.5. No claims of infringement, misappropriation or other conflict with any intellectual property rights or other rights owned or controlled by any Third Party have been made or, to Genentech’s knowledge, threatened with respect to the Licensed IP existing as of the Effective Date. 8.1.6. None of the Licensed IP existing as of the Effective Date is subject to any outstanding injunction, judgment, order, ruling, or charge, and no claim or action is pending or, to Genentech’s knowledge, threatened which challenges the legality, validity, enforceability, use, or ownership of any such Licensed IP. As of the Effective Date, no loss or expiration of any of the Licensed IP is threatened, pending, or reasonably foreseeable, except for patents expiring at the end of their statutory terms (and not as a result of any act or omission by Genentech, including a failure to pay any required maintenance fees). 8.1.7. Genentech is not aware (without having made any specific inquiry) of any infringement or misappropriation of the Licensed IP for human therapeutic use existing as of the Effective Date by any Third Party. 8.1.8. To the best of its knowledge, with respect to any agreements related to the materials and reports in Exhibit C, Genentech has provided such agreements (either in redacted or unredacted form) and/or a list of such agreements is set forth in the table attac...
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Genentech Representations. Genentech hereby represents and warrants the following to ACI: 10.2.1 Genentech has the full right, power and authority, and have obtained all approvals, permits or consents necessary, to enter into this Agreement and to perform all of its obligations hereunder. 10.2.2 Genentech has not, prior to the Effective Date, entered into and shall not, following the Effective Date, enter into any agreement that conflicts in any way with this Agreement or Genentech’s obligations hereunder. 10.2.3 Genentech follows reasonable commercial practices common in the industry to protect its proprietary and confidential information, including requiring its employees, consultants and agents to be bound in writing by obligations of confidentiality and non-disclosure, and requiring its employees, consultants and agents to assign to it any and all inventions and discoveries discovered by such employees, consultants and/or agents made within the scope of, and during their employment, and only disclosing proprietary and confidential information to Third Parties pursuant to written confidentiality and non-disclosure agreements.
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Genentech Representations. Genentech hereby represents, warrants and covenants to Curis that: 8.2.1 To Genentech’s actual knowledge, Exhibit B attached hereto contains a true and complete list of Patents Controlled by Genentech on the Effective Date that claim the manufacture, use, sale, offer for sale or import of any Compound or Licensed Product. Genentech is the sole owner of all right, title and interest in and to the Patents listed in Exhibit B. 8.2.2 Neither Genentech nor any of its Subsidiaries has, prior to the Effective Date, entered into any agreement and has not granted any now existing, or agreed to grant any future, license, right or privilege, which agreement, license, right or privilege with respect to the Part I Patents, the Part II Patents (but only with respect to the Compound), or the Licensed Know-How listed in Exhibit C hereto (collectively, “Listed IP”). During the Term, neither Genentech nor any of its Subsidiaries shall grant any license, right or privilege to any Person (other than Curis) with respect to the Listed IP. Neither Genentech nor any of its Subsidiaries has, prior to the Effective Date, entered into any agreement and has not granted any now existing, or agreed to grant any future, license, right or privilege with respect to Licensed IP other than Listed IP, which agreement, license, right or privilege conflicts in any material way with the licenses granted to Curis hereunder. During the Term, neither Genentech nor any of its Subsidiaries shall grant any license, right or privilege with respect to Licensed IP other than Listed IP that materially conflict with the rights and licenses granted herein. 8.2.3 The Listed IP is not subject to any obligation to make any royalty, milestone or other payment to any Person. To its actual knowledge as of the Effective Date, neither Genentech nor any of its Subsidiaries is a party to any agreement that imposes upon it, nor is the Licensed IP other than the Listed IP otherwise subject to, any obligation to make any royalty, milestone or other payment to any Person with respect to the making, using, selling, offering for sale or importing of Compound or the Licensed Product that is the subject of the Existing IND. 8.2.4 Neither Genentech nor any of its Subsidiaries has received written notice from any Third Party claiming that the development, manufacture, use, sale, offer for sale or import of any Compound or Licensed Product, or any other activity related to any Compound or Licensed Product, infringes or would i...
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Genentech Representations. Genentech hereby represents, warrants and covenants to Novogen that: 8.1.1. Genentech has the full right, power and authority, and has obtained all approvals, permits or consents necessary, to enter into this Agreement and to perform all of its obligations hereunder and to grant the licenses provided hereunder.
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Related to Genentech Representations

  • Joint Representations Each party represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (A) It is a corporation, partnership, trust, or other entity duly organized and validly existing in good standing under the laws of the jurisdiction in which it is organized. (B) To the extent required by Applicable Law (defined below), it is duly registered with all appropriate regulatory agencies or self-regulatory organizations and such registration will remain in full force and effect for the duration of this Agreement. (C) For the duties and responsibilities under this Agreement, it is currently and will continue to abide by all applicable federal and state laws, including, without limitation, federal and state securities laws; regulations, rules, and interpretations of the SEC and its authorized regulatory agencies and organizations, including FINRA; and all other self-regulatory organizations governing the transactions contemplated under this Agreement (collectively, “Applicable Law”). (D) It has duly authorized the execution and delivery of this Agreement and the performance of the transactions, duties, and responsibilities contemplated by this Agreement. (E) This Agreement constitutes a legal obligation of the party, subject to bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting the rights and remedies of creditors and secured parties. (F) Whenever, in the course of performing its duties under this Agreement, it determines that a violation of Applicable Law has occurred, or that, to its knowledge, a possible violation of Applicable Law may have occurred, or with the passage of time could occur, it shall promptly notify the other party of such violation.

  • Licensor’s Representations and Warranties Licensor hereby represents and warrants to Licensee that: It is a company duly organized under the laws of the state of its organization and has all requisite corporate power and authority to enter into this Agreement and perform its obligations hereunder; The execution and delivery of this Agreement by Licensor has been duly authorized by all necessary corporate action. This Agreement has been duly executed and delivered by, and constitutes a valid and binding obligation of Licensor, enforceable against such party in accordance with the terms and conditions set forth in this Agreement, except as such enforcement is limited by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors’ rights generally, and by general equitable or comparable principles; and The performing and mechanical reproduction rights to any musical works contained in each of the Included Programs, are either (i) controlled by ASCAP, BMI, SESAC or similar musical rights organizations, collecting societies or governmental entities having jurisdiction in the Territory, (ii) controlled by Licensor to the extent required for the licensing of the exhibition and/or manufacturing of copies of the Included Programs in accordance herewith or (iii) in the public domain. Licensor does not represent or warrant that Licensee may exercise the performing rights and/or mechanical reproduction rights in the music without obtaining a valid performance and/or mechanical reproduction license and without payment of a performing rights royalty, mechanical royalty or license fee, and if a performing rights royalty, mechanical royalty or license fee is required to be paid in connection with the exhibition or manufacturing copies of an Included Program, Licensee shall be responsible for the payment thereof and shall hold Licensor free and harmless therefrom. Licensor shall furnish Licensee with all necessary information regarding the title, composer, publisher, recording artist and master owner of such music.

  • Client Representations CLIENT represents to VCS that: a. The execution, delivery and performance of this Agreement by CLIENT and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action; this Agreement constitutes the legal, valid and binding obligation of CLIENT, enforceable in accordance with its terms (except to the extent enforcement is limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general principles of equity); and this Agreement and CLIENT’s performance hereunder does not violate or constitute a breach under any organizational document of CLIENT or any contract, other form of agreement, or judgment or order to which CLIENT is a party or by which it is bound. b. CLIENT shall adhere to and comply with all applicable Laws in carrying out its obligations under this Agreement. c. CLIENT will maintain insurance with financially sound carriers or through one or more financially sound self-insurance arrangements in the amounts and types (and with the deductibles or retentions) as set forth in Schedule C to this Agreement, as the same may be amended from time to time. d. During the Term of this Agreement and for a period of *** (***) months thereafter (except if this Agreement is terminated by CLIENT under Section 11.1(a) or Section 11.1(b), in which case this provision shall not survive termination), CLIENT shall not (i) solicit or hire any VCS Field Force member or pay or offer to pay any VCS Field Force member any compensation or benefits (it being understood that the payments by CLIENT to VCS contemplated by this Agreement will not violate this provision), except, in each case, in connection with a Conversion; (ii) provide any contact information (including name, address, phone number or e-mail address) concerning members of the VCS Field Force to any third party providing (or proposing to provide) contract sales services and promotional services to CLIENT; or (iii) assist actively in any other way such a third party in employing or retaining members of the VCS Field Force. For the purposes of this Agreement, the term “solicit” shall not include general advertising by CLIENT for personnel not specifically directed to a VCS Field Force member. e. CLIENT has the lawful authority necessary to market and sell the Products in all geographic regions where the Products are to be promoted under this Agreement. f. CLIENT is solely responsible for reviewing and approving any of its product promotional materials and literature and any other materials or information provided by it to VCS and for ensuring all such materials or information comply with Laws.

  • Licensee’s Representations and Warranties LICENSEE represents and warrants that: (a) it is a duly organized and validly existing corporation and has full authority to enter into this Agreement and to carry out the provisions hereof, (b) the execution, delivery and performance of this Agreement by LICENSEE does not conflict with any agreement or understanding to which LICENSEE may be bound, and (c) excluding the Intellectual Property Rights, LICENSEE is either (i) the sole owner of all right, title and interest in and to the trademarks, copyrights and all other Proprietary Rights incorporated into the Game or the Artwork or used in the development, advertising, marketing and sale of the Licensed Products or the Marketing Materials, or (ii) the holder of such rights, including trademarks, copyrights and all other Proprietary Rights which belong to any third party but have been licensed from such third party by LICENSEE, as are necessary for incorporation into the Game or the Artwork or as are used in the development, advertising, marketing and sale of the Licensed Products or the Marketing Materials under this Agreement.

  • Contractor Representations and Warranties Contractor makes each of the following representations and warranties as of the effective date of this Contract and at the time any order is placed pursuant to this Contract. If, at the time of any such order, Contractor cannot make such representations and warranties, Contractor shall not process any orders and shall, within three (3) business days notify Enterprise Services, in writing, of such breach.

  • Basic Representations Section 3(a) of the Agreement is hereby amended by the deletion of “and” at the end of Section 3(a)(iv); the substitution of a semicolon for the period at the end of Section 3(a)(v) and the addition of Sections 3(a)(vi), as follows:

  • Client Representations and Warranties 10.1 You, the Client, represent and warrant that as at the date of these Account Terms and at all times during these Account Terms: if you are a legal entity other than a natural person, the Client is duly organised and validly existing (or, if a natural person, you are of legal age to make binding agreements and are not under a legal disability or incapacity which would make these Account Terms unenforceable or invalid) and you have full power and authority to enter into, and has taken all necessary steps to enable it lawfully to enter into, these Account Terms and the Transactions and obligations under it; the person executing (for the Client) the application for an agreement on these Account Terms has full power and authority to execute these Account Terms on behalf of the Client, and bind the entity (whether a natural person, company, partnership or otherwise); these Account Terms constitutes a legal, valid and binding obligation of the Client; if the Client is more than one person they will each be jointly (that is, together) and severally (that is, individually fully) liable under these Account Terms; if the Client is a corporation, you have been and remain duly formed under the laws of the place of its incorporation and has power and authority to deal in the Admiral Products offered by Admiral, and the person executing the Application Form on these Account Terms has full power and authority to execute (for the Client) the application for an agreement on these Account Terms; if the Client is one or more persons acting as a partnership in relation to these Account Terms, the Client and each other partner has power and authority to deal in Transactions and to be bound by these Account Terms, and the person executing the Application Form on these Account Terms has full power and authority to execute these Account Terms on behalf of all of the partners; if the Client is a Trustee, the trust deed specifically empowers and authorises dealings in the Admiral Products covered by these Account Terms, and such dealings are within the authorised ambit of the Trust’s investment strategy; if the Client is comprised of two or more persons (that is, holding a joint Account), that all such decisions made, and instructions issued, pursuant to these Account Terms, are made on a fully informed and agreed basis by all the parties to the joint Account; a Client may be comprised of two or more persons. If the client is comprised of more than one person then the Account will be deemed to be held by the persons as joint tenants despite any actual or constructive notice to Admiral of any partnership or other agreement between the persons. The joint holding will be only be deemed not to be held as joint tenants if Admiral expressly agrees that in writing that the persons consisting the client hold the Account as tenants in common in equal shares or by a court determination of that it is not held as joint tenants; if the Client is an investment manager or a responsible entity, the investment management agreement or fund constitution specifically empowers and authorises dealings in the Admiral Products, by the Client and on behalf of their underlying clients or investors; and such dealings are within the authorised ambit of each underlying client’s investment strategy; it will enter into Transactions pursuant to the applicable investment management agreement as investment manager or responsible entity and not otherwise; (iii) it will only deal in Admiral Products when the funds or other assets under its control are sufficient to meet the obligations which arise in connection with such dealing; and if your appointment as investment manager or responsible entity is terminated, it is authorised to arrange for Closing Out of all Transactions entered into on behalf of the Client prior to the date of such termination as soon as possible; is not an employee or the close relative of an employee of any exchange participant; you have read these Account Terms and any product disclosure statement issued by Admiral in relation to the Admiral Products and Transactions relevant to the Account (including the disclosures of significant risks); you have considered your objectives and financial situation and you have had a reasonable opportunity to obtain appropriate independent advice prior to entering into these Account Terms, and has formed the opinion that dealing in the Admiral Products is suitable for your needs and purposes; the Client is willing and able, financially and otherwise, to assume the risk of trading in high risk investments, Transactions using Margin and all other Transactions covered by these Account Terms; all information supplied to Admiral by the Client is, or at the time it is supplied will be, accurate in all material respects and the Client will not omit or withhold any information which would make such information inaccurate in any material respect; you will rely upon your own knowledge and judgment and will seek such advice (financial or otherwise) as may be prudent before placing an Order with Admiral and you assume full responsibility for any Order placed with Admiral; you fully understand the relevant provisions of: the prohibition of false or misleading markets and other market manipulation as described in Applicable Laws and section 1041A of the Corporations Act; the prohibition of xxxxxxx xxxxxxx as described in section 1043A of the Corporations Act; the prohibition of false trading and market rigging as described in sections 1041B and 1041C of the Corporations Act; the prohibition of misleading and deceptive conduct described in section 1041H of the Corporations Act; and Applicable Laws and, to the extent your investing in Admiral Products have Underlying Reference Instruments which are governed by the Corporations Act, the conditions upon which short selling is permitted on the ASX and the disclosure obligations are imposed on short sellers. You will notify Admiral if you are funding your account using superannuation as that may impact your classification as a retail or wholesale client. You acknowledge to us that you have received or downloaded, and read and understood the TMD document and you agree that you are within the class of consumers described in our TMD.

  • Contractor’s Representations and Warranties Contractor represents and warrants that neither the execution of this Agreement by Contractor, nor the acts contemplated hereby, nor compliance by Contractor with any provisions hereof will: a) Violate any provision of the charter documents of Contractor; b) Violate any laws, rules, regulations, or any judgment, decree, order, regulation or rule of any court or governmental authority applicable to Contractor; or c) Violate, or be in conflict with, or constitute a default under, or permit the termination of, or require the consent of any person under, any agreement to which Contractor may be bound, the occurrence of which in the aggregate would have a material adverse effect on the properties, business, prospects, earnings, assets, liabilities, or condition (financial or otherwise) of Contractor.

  • Customer Representations Customer represents and warrants that (i) it has a legitimate business interest or obtained all permissions and consent required by law to transfer the Content so that Xxxxxx Xxxxxxx may lawfully use and process in accordance with this Agreement; and (ii) it has delegated authority to its advisors in providing instructions in connection with the Services, and Xxxxxx Xxxxxxx has no duty to verify such instructions with Customer; and (iii) it will not use the Services for any fraudulent or unlawful purposes, not allow others to do so.

  • Contractor Representations Contractor represents and warrants to Subcontractor as follows: (a) Contractor (i) is duly organized, validly existing and in good standing under the laws of its state of incorporation or organization, (ii) has the power and authority to own its properties and to carry on business as now being conducted, and (iii) has the power to execute and deliver this Subcontract; (b) The execution and performance by Contractor of the terms and provisions of this Subcontract by Contractor have been duly authorized by all requisite action, and neither the execution nor the performance of this Subcontract will violate any provision of law, any order of any court or other agency of government, the organizational documents of Contractor or any indenture, agreement or other instrument to which Contractor is a party, or by which Contractor is bound, or be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or except as may be provided by this Subcontract, result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of Contractor pursuant to, any such indenture agreement or instrument; (c) Contractor has obtained all licenses, permits and approvals required to perform the Services to be provided by Contractor under the Prime Contract; and (d) Contractor is not under suspension or debarment by the Commonwealth or any other governmental entity, instrumentality or authority.

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