Common use of ImmunoGen Representations Clause in Contracts

ImmunoGen Representations. ImmunoGen represents and warrants to Lilly that: (a) it is duly incorporated, validly existing and in good standing under the Applicable Laws of the jurisdiction of its incorporation and has full corporate power and authority to enter into this Agreement and to carry out the provisions hereof; (b) the execution and delivery of this Agreement and the performance of the transactions contemplated hereby have been duly authorized by all appropriate ImmunoGen corporate action; (c) this Agreement is a legal and valid obligation binding upon ImmunoGen and enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by the Parties does not conflict with or result in any default under any agreement, instrument or understanding to which ImmunoGen is a party or by which it is bound; (d) to ImmunoGen’s knowledge, as of the Effective Date none of the issued patents within the Licensed Patent Rights is invalid or unenforceable; (e) as of the Effective Date, ImmunoGen has received no written notice from a Third Party claiming that the use of the Licensed Intellectual Property pursuant to the license granted hereunder to Lilly will infringe the issued patents of any such Third Party; and (f) as of the Effective Date, there is no pending or, to ImmunoGen’s knowledge (without having conducted, or having any duty to conduct, any inquiry), threatened, litigation that alleges that the use of the Licensed Intellectual Property pursuant to the license granted hereunder to Lilly would infringe or misappropriate any intellectual property rights of any Third Party.

ImmunoGen Representations. ImmunoGen represents and warrants to Lilly Novartis that: (a) it is duly incorporated, validly existing and in good standing under the Applicable Laws of the jurisdiction of its incorporation and has full corporate power and authority to enter into this Agreement and to carry out the provisions hereof; (b) the execution and delivery of this Agreement and the performance of the transactions contemplated hereby have been duly authorized by all appropriate ImmunoGen corporate action; (cb) this Agreement is a legal and valid obligation binding upon ImmunoGen and enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by the Parties does not conflict with or result in any default under any agreement, instrument or understanding to which ImmunoGen is a party or by which it is bound; (dc) to ImmunoGen’s knowledge, as of the Effective Date none of the issued patents within the Licensed Patent Rights is invalid or unenforceable; (d) to ImmunoGen’s knowledge (without having conducted, or having any duty to conduct, any inquiry), as of the Effective Date, Novartis’ use of the Licensed Intellectual Property pursuant to the license granted hereunder to Novartis does not infringe the issued patents of any Third Party; (e) as of the Effective Date, ImmunoGen has received no written notice from a Third Party claiming that the use of the Licensed Intellectual Property pursuant to the license granted hereunder to Lilly Novartis will infringe the issued patents of any such Third Party; and (f) as of the Effective Date, there is no pending or, to ImmunoGen’s knowledge (without having conducted, or having any duty to conduct, any inquiry), threatened, litigation that alleges that the use of the Licensed Intellectual Property pursuant to the license granted hereunder to Lilly Novartis would infringe or misappropriate any intellectual property rights of any Third Party.

ImmunoGen Representations. ImmunoGen represents and warrants to Lilly that: (a) it is duly incorporated, validly existing and in good standing under the Applicable Laws of the jurisdiction of its incorporation and has full corporate power and authority to enter into this Agreement and to carry out the provisions hereof; (b) the execution and delivery of this Agreement and the performance of the transactions contemplated hereby have been duly authorized by all appropriate ImmunoGen corporate action;; and (c) this Agreement is a legal and valid obligation binding upon ImmunoGen and enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by the Parties does not conflict with or result in any default under any agreement, instrument or understanding to which ImmunoGen is a party or by which it is bound;; Except as set forth in a written disclosure letter (the “Disclosure Letter”) delivered by ImmunoGen to Lilly within [***] Business Days after the Effective Date (which shall be deemed Confidential Information of ImmunoGen), ImmunoGen represents and warrants to Lilly that: (d) to ImmunoGen’s knowledge, as of the Effective Date Date, none of the issued patents within the Licensed Patent Rights is invalid or unenforceable; (e) as of the Effective Date, ImmunoGen has received no written notice from a Third Party claiming that the use of the Licensed Intellectual Property pursuant to the license granted hereunder to Lilly will infringe the issued patents of any such Third Party; and (f) as of the Effective Date, there is no pending or, to ImmunoGen’s knowledge (without having conducted, or having any duty to conduct, any inquiry), threatened, litigation that alleges that the use of the Licensed Intellectual Property pursuant to the license granted hereunder to Lilly would infringe or misappropriate any intellectual property rights of any Third Party.

ImmunoGen Representations. ImmunoGen represents and warrants to Lilly Novartis that: (a) it is duly incorporated, validly existing and in good standing under the Applicable Laws of the jurisdiction of its incorporation and has full corporate power and authority to enter into this Agreement and to carry out the provisions hereof; (b) the execution and delivery of this Agreement and the performance of the transactions contemplated hereby have been duly authorized by all appropriate ImmunoGen corporate action;; and (cb) this Agreement is a legal and valid obligation binding upon ImmunoGen and enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by the Parties does not conflict with or result in any default under any agreement, instrument or understanding to which ImmunoGen is a party or by which it is bound;. Except as set forth in a written disclosure letter (the “Disclosure Letter”) delivered by ImmunoGen to Novartis within [***] Business Days after the Effective Date (which shall be deemed Confidential Information of ImmunoGen), ImmunoGen also represents and warrants to Novartis that: (di) to ImmunoGen’s knowledge, as of the Effective Date none of the issued patents within the Licensed Patent Rights is invalid or unenforceable; (eii) to ImmunoGen’s knowledge (without having conducted, or having any duty to conduct, any inquiry), as of the Effective Date, use of the Licensed Intellectual Property pursuant to the license granted to Novartis and its Affiliates hereunder does not infringe the issued patents of any Third Party; (iii) as of the Effective Date, ImmunoGen has received no written notice from a Third Party claiming that the use of the Licensed Intellectual Property pursuant to the license granted hereunder to Lilly Novartis and its Affiliates will infringe the issued patents of any such Third Party; and (fiv) as of the Effective Date, there is no pending or, to ImmunoGen’s knowledge (without having conducted, or having any duty to conduct, any inquiry), threatened, litigation that alleges that the use of the Licensed Intellectual Property pursuant to the license granted hereunder to Lilly Novartis and its Affiliates would infringe or misappropriate any intellectual property rights of any Third Party.

ImmunoGen Representations. ImmunoGen represents and warrants to Lilly Centocor that: : (a) it is duly incorporated, validly existing and in good standing under the Applicable Laws of the jurisdiction of its incorporation and has full corporate power and authority to enter into this Agreement and to carry out the provisions hereof; (b) the execution and delivery of this Agreement and the performance of the transactions contemplated hereby have been duly authorized by all appropriate ImmunoGen corporate action; ; (cb) this Agreement is a legal and valid obligation binding upon ImmunoGen and enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by the Parties does not conflict with or result in any default under any agreement, instrument or understanding to which ImmunoGen is a party or by which it is bound; ; (c) ImmunoGen has the full right and legal capacity to grant the licenses and rights to Centocor pursuant to Section 2 above without violating the rights of any Third Party; (d) to ImmunoGen’s knowledge, no Patent Rights within the Licensed Patent Rights are invalid or unenforceable and as of the Effective Date none of the issued no patents within the Licensed Patent Rights is invalid or unenforceable; have expired; (e) as of the Effective Date, ImmunoGen has received no written notice from a Third Party claiming that the use exercise of the Licensed Intellectual Property pursuant to the license granted hereunder to Lilly Centocor will infringe the issued patents of any such Third Party; and (f) to the extent it undertakes to manufacture Preclinical Materials under this Agreement, it shall comply with all statutes and laws relating to the manufacture and supply of such Preclinical Materials being supplied hereunder, including, without limitation, those enforced by the FDA; and (g) ImmunoGen has read the [**************] on the [********] of [********] (the “Policy”) attached hereto as of the Effective DateSchedule F and agrees, there is no pending orin relation to Preclinical Materials manufactured and supplied by ImmunoGen hereunder, to ImmunoGen’s knowledge (without having conducted, or having any duty to conduct, any inquiry), threatened, litigation that alleges that [***************] only as permitted by the use of the Licensed Intellectual Property pursuant to the license granted hereunder to Lilly would infringe or misappropriate any intellectual property rights of any Third PartyPolicy.

ImmunoGen Representations. ImmunoGen represents and warrants to Lilly Biogen Idec that: : (a) it is duly incorporated, validly existing and in good standing under the Applicable Laws of the jurisdiction of its incorporation and has full corporate power and authority to enter into this Agreement and to carry out the provisions hereof; (b) the execution and delivery of this Agreement and the performance of the transactions contemplated hereby have been duly authorized by all appropriate ImmunoGen corporate action; ; (cb) this Agreement is a legal and valid obligation binding upon ImmunoGen and enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by the Parties does not conflict with or result in any default under any agreement, instrument or understanding to which ImmunoGen is a party or by which it is bound; ; (c) ImmunoGen has the full right and legal capacity to grant the licenses and rights to Biogen Idec pursuant to Section 2 above without violating the rights of any Third Party or any agreements between ImmunoGen or its Affiliates and any Third Party; (d) to ImmunoGen’s knowledge, no Patent Rights within the Licensed Patent Rights are invalid or unenforceable and as of the Effective Date none of the issued no patents within the Licensed Patent Rights is invalid or unenforceable; have expired; (e) to ImmunoGen’s knowledge, it has disclosed to Biogen Idec all facts known to ImmunoGen as of the Effective Date that ImmunoGen believes to be materially relevant to the patentability, validity and enforceability of the Licensed Patent Rights; (f) during the Term of the Agreement, ImmunoGen will not take any action that it reasonably believes would in any material way prevent it from granting the rights granted to Biogen Idec under this Agreement with respect to Licensed Patent Rights or Licensed Technology Controlled by ImmunoGen after the Effective Date; (g) to ImmunoGen’s knowledge, but without conducting any independent patent search of any kind, it is not aware of any issued patents claiming inventions relating to Licensed Technology or Licensed Patent Rights owned or controlled by an ImmunoGen Affiliate or a Third Party which would be infringed by the use of Licensed Patents to manufacture, sell, use or import Licensed Products as contemplated by this Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential investment under Rule 24b-2 under the Securities Exchange Act of 1934. Agreement, and as of the Effective Date, ImmunoGen is not aware of any infringement by a Third Party of the Licensed Patent Rights; (h) ImmunoGen has not received no written any notice from a any Third Party claiming that the use of the Licensed Intellectual Property pursuant to the license granted hereunder to Lilly will infringe the issued patents of any owned or controlled by such Third PartyParty are being infringed by it in the course of its conduct in substantially the same activities under Licensed Patent Rights as are contemplated in the research, Development and Commercialization of Licensed Products under this Agreement; and , (fi) except as otherwise disclosed by ImmunoGen to Biogen Idec as of the Effective Date, there is no pending or, to ImmunoGen’s knowledge (without having conducted, or having any duty to conduct, any inquiry), threatened, litigation that alleges that the use agreements with its Qualified ImmunoGen MAY Licensees in effect as of the Licensed Intellectual Property pursuant to the license granted hereunder to Lilly would infringe or misappropriate any intellectual property rights of any Third PartyEffective Date include Substantially Similar Grant Back Rights (as that term is defined in Section 2.3 (a) above).

ImmunoGen Representations. ImmunoGen represents and warrants to Lilly that: (a) it is duly incorporated, validly existing and in good standing under the Applicable Laws of the jurisdiction of its incorporation and has full corporate power and authority to enter into this Agreement and to carry out the provisions hereof; (b) the execution and delivery of this Agreement and the performance of the transactions contemplated hereby have been duly authorized by all appropriate ImmunoGen corporate action;; and (c) this Agreement is a legal and valid obligation binding upon ImmunoGen and enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by the Parties does not conflict with or result in any default under any agreement, instrument or understanding to which ImmunoGen is a party or by which it is bound;; Except as set forth in a written disclosure letter (the “Disclosure Letter”) delivered by ImmunoGen to Lilly within [***] after the Effective Date (which shall be deemed Confidential Information of ImmunoGen), ImmunoGen represents and warrants to Lilly that: (d) to ImmunoGen’s knowledge, as of the Effective Date Date, none of the issued patents within the Licensed Patent Rights is invalid or unenforceable; (e) as of the Effective Date, ImmunoGen has received no written notice from a Third Party claiming that the use of the Licensed Intellectual Property pursuant to the license granted hereunder to Lilly will infringe the issued patents of any such Third Party; and (f) as of the Effective Date, there is no pending or, to ImmunoGen’s knowledge (without having conducted, or having any duty to conduct, any inquiry), threatened, litigation that alleges that the use of the Licensed Intellectual Property pursuant to the license granted hereunder to Lilly would infringe or misappropriate any intellectual property rights of any Third Party.

ImmunoGen Representations. ImmunoGen represents and warrants to Lilly Millennium that, as of the Effective Date: (a) it is duly incorporatedorganized, validly existing and in good standing under the Applicable Laws of the jurisdiction of its incorporation and has full corporate power and authority to enter into this Agreement and to carry out the provisions hereof; (b) the execution and delivery of this Agreement and the performance of the transactions contemplated hereby have been duly authorized by all appropriate ImmunoGen corporate action; (c) this Agreement is a legal and valid obligation binding upon ImmunoGen and enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by the Parties does not conflict with or result in any default under any agreement, instrument or understanding to which ImmunoGen is a party or by which it is bound; . Except as set forth in a written disclosure letter (dthe “Disclosure Letter”) delivered by ImmunoGen to Millennium on the Effective Date [***] (which Disclosure Letter[***] shall be deemed to be Confidential Information of ImmunoGen’s knowledge), ImmunoGen represents and warrants to Millennium that, as of the Effective Date none of the issued patents within the Licensed Patent Rights is invalid or unenforceable;[***]: (ed) as of the Effective Date, (i) ImmunoGen has received no written notice in writing from a Third Party claiming that the use use[***] of the [***] Licensed Intellectual Property pursuant to Patent Rights or the license granted hereunder to Lilly will infringe Licensed Technology [***],[***] under Section 2.1 hereof [***], infringes [***] the issued patents Patent Rights [***] of any such Third Party; and[***] [***]; (fi) as of the Effective Date, there is no pending or, to ImmunoGen’s knowledge (without having conducted, or having any duty to conduct, any inquiry)Knowledge, threatened, [***] litigation that alleges that the use use[***] of the [***] Licensed Intellectual Property pursuant to Patent Rights or the license granted hereunder to Lilly would infringe or misappropriate any intellectual property rights of any Third Party.Licensed ImmunoGen/Millennium Confidential

ImmunoGen Representations. ImmunoGen represents and warrants to Lilly Biogen Idec that: : (a) it is duly incorporated, validly existing and in good standing under the Applicable Laws of the jurisdiction of its incorporation and has full corporate power and authority to enter into this Agreement and to carry out the provisions hereof; (b) the execution and delivery of this Agreement and the performance of the transactions contemplated hereby have been duly authorized by all appropriate ImmunoGen corporate action; ; (cb) this Agreement is a legal and valid obligation binding upon ImmunoGen and enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by the Parties does not conflict with or result in any default under any agreement, instrument or understanding to which ImmunoGen is a party or by which it is bound; ; (c) ImmunoGen has the full right and legal capacity to grant the licenses and rights to Biogen Idec pursuant to Section 2 above without violating the rights of any Third Party or any agreements between ImmunoGen or its Affiliates and any Third Party; (d) to ImmunoGen’s knowledge, no Patent Rights within the Licensed Patent Rights are invalid or unenforceable and as of the Effective Date none of the issued no patents within the Licensed Patent Rights is invalid or unenforceable; have expired; (e) to ImmunoGen’s knowledge, it has disclosed to Biogen Idec all facts known to ImmunoGen as of the Effective Date that ImmunoGen believes to be materially relevant to the patentability, validity and enforceability of the Licensed Patent Rights; (f) during the Term of the Agreement, ImmunoGen will not take any action that it reasonably believes would in any material way prevent it from granting the rights granted to Biogen Idec under this Agreement with respect to Licensed Patent Rights or Licensed Technology Controlled by ImmunoGen after the Effective Date; (g) to ImmunoGen’s knowledge, but without conducting any independent patent search of any kind, it is not aware of any issued patents claiming inventions relating to Licensed Technology or Licensed Patent Rights owned or controlled by an ImmunoGen Affiliate or a Third Party which would be infringed by the use of Licensed Patents to manufacture, sell, use or import Licensed Products as contemplated by this Agreement, and as of the Effective Date, ImmunoGen is not aware of any infringement by a Third Party of the Licensed Patent Rights; (h) ImmunoGen has not received no written any notice from a any Third Party claiming that the use of the Licensed Intellectual Property pursuant to the license granted hereunder to Lilly will infringe the issued patents of any owned or controlled by such Third PartyParty are being infringed by it in the course of its conduct in substantially the same activities under Licensed Patent Rights as are contemplated in the research, Development and Commercialization of Licensed Products under this Agreement; and , (fi) except as otherwise disclosed by ImmunoGen to Biogen Idec as of the Effective Date, there is no pending or, to ImmunoGen’s knowledge (without having conducted, or having any duty to conduct, any inquiry), threatened, litigation that alleges that the use agreements with its Qualified ImmunoGen MAY Licensees in effect as of the Licensed Intellectual Property pursuant to the license granted hereunder to Lilly would infringe or misappropriate any intellectual property rights of any Third Party.Effective Date include Substantially Similar Grant Back Rights (as that term is defined in Section 2.3 (a) above). ​

ImmunoGen Representations. ImmunoGen represents and warrants to Lilly Jazz that, as of the Schedule Revision Date: (a) 12.1.1. it is duly incorporatedorganized, validly existing and in good standing under the Applicable Laws of the jurisdiction of its incorporation and has full corporate power and authority to enter into this Agreement and to carry out the provisions hereof; (b) 12.1.2. the execution and delivery of this Agreement and the performance of the transactions contemplated hereby have been duly authorized by all appropriate ImmunoGen corporate action; (c) 12.1.3. this Agreement is a legal and valid obligation binding upon ImmunoGen and enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by the Parties does not conflict with or result in any default under any agreement, instrument or understanding to which ImmunoGen is a party or by which it is bound; (d) to ImmunoGen’s knowledge, as of the Effective Date none of the issued patents within the Licensed Patent Rights is invalid or unenforceable; (e) as of the Effective Date, 12.1.4. ImmunoGen has received no written notice from a Third Party claiming that the use of the Licensed Intellectual Property pursuant to the license granted hereunder to Lilly Jazz will infringe the issued patents of any such Third Party; andParty [***]; (f) as of the Effective Date, 12.1.5. there is no pending or, to ImmunoGen’s knowledge (without having conducted, or having any duty to conduct, any inquiry)Knowledge, threatened, litigation that alleges that the use of the Licensed Intellectual Property pursuant to the license granted hereunder to Lilly Jazz would infringe or misappropriate any intellectual property rights of any Third Party; 12.1.6. to its Knowledge, there is no actual, pending, alleged or threatened infringement, misappropriation or other unauthorized use by a Third Party of any of the Licensed Patent Rights or the Licensed Technology; 12.1.7. the issued Licensed Patent Rights have not been invalidated and are subsisting, and, to its Knowledge, [***] there are no pending or threatened interference, re-examination, opposition or cancellation proceedings involving any issued Licensed Patent Rights[***]; 12.1.8. it owns all right, title and interest in each of the Patent Rights [***]; 12.1.9. it has provided to Jazz’s outside counsel for their review only a true and correct copy of [***] such agreements are all in full force and effect, it has not received any notice of any [***], and to its Knowledge, there [***]; 12.1.10. it and its Affiliates have generated, prepared, maintained, and retained all Regulatory Filings relating to the Licensed Product in accordance with Applicable Law in all material respects, and all information contained in such Regulatory Filings is true, complete and correct; 12.1.11. it and its Affiliates have conducted, and their respective contractors and consultants have conducted, all Development of the Licensed Product prior to the Effective Date, including any and all pre-clinical and clinical studies related to the Licensed Product, in accordance with Applicable Law; 12.1.12. neither it nor any of its Affiliates is or has been, and neither it nor any of its Affiliates or contractors has used in any capacity in connection with the Development of the Licensed Product, any Person who is or has been: (i) debarred by the FDA under 21 U.S.C. § 335a, or to its Knowledge, threatened with debarment by a pending proceeding, action, or investigation; (ii) excluded from participation in any federal health care program, including Medicare and Medicaid, the U.S. Department of Defense Military Health System, and the U.S. Department of Veterans Affairs, pursuant to the Department of Health and Human Services Office of Inspector General’s exclusion authority under 42 U.S.C. § 1320a-7(a), as implemented by 42 C.F.R. Part 1001 et seq., or the subject of an exclusion proceeding; or (iii) otherwise disqualified under 21 C.F.R. Part 58, subpart K or 21 C.F.R. § 312.7 or any other similar federal or state law, or to its Knowledge, threatened with such disqualification by pending proceeding, action, or investigation; 12.1.13. [ImmunoGen has the right to use, disclose and reference for the purposes contemplated in this Agreement, and to grant to Jazz to the extent provided in this Agreement a [***] for the purposes contemplated in this Agreement (a) [***] to ImmunoGen pursuant to the [***] that is related to the Antibody contained in [***] or any ADC containing such Antibody, (b) [***] in connection with research and development of the Antibody contained in [***] or any ADC containing such Antibody and (c) all [***] that is related to [***]; 12.1.14. [***] any patentable invention, Patent Rights or other intellectual property rights [***] in the course of or as a result of [***];9 12.1.15. no Technology or Patent Rights [***]; 12.1.16. to its Knowledge [***], there are no Technology or Patent Rights [***]; and 12.1.17. [(a) it has a [***], (b) it has [***], and (c) following [***] and may [***], in each case [***]

ImmunoGen Representations. ImmunoGen represents and warrants to Lilly Novartis that: (a) it is duly incorporated, validly existing and in good standing under the Applicable Laws of the jurisdiction of its incorporation and has full corporate power and authority to enter into this Agreement and to carry out the provisions hereof; (b) the execution and delivery of this Agreement and the performance of the transactions contemplated hereby have been duly authorized by all appropriate ImmunoGen corporate action;; and (cb) this Agreement is a legal and valid obligation binding upon ImmunoGen and enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by the Parties does not conflict with or result in any default under any agreement, instrument or understanding to which ImmunoGen is a party or by which it is bound;. Except as set forth in a written disclosure letter (the “Disclosure Letter”) delivered by ImmunoGen to Novartis within [***] after the Effective Date (which shall be deemed Confidential Information of ImmunoGen), ImmunoGen also represents and warrants to Novartis that: (di) to ImmunoGen’s knowledge, as of the Effective Date none of the issued patents within the Licensed Patent Rights is invalid or unenforceable; (eii) to ImmunoGen’s knowledge (without having conducted, or having any duty to conduct, any inquiry), as of the Effective Date, use of the Licensed Intellectual Property pursuant to the license granted to Novartis and its Affiliates hereunder does not infringe the issued patents of any Third Party; (iii) as of the Effective Date, ImmunoGen has received no written notice from a Third Party claiming that the use of the Licensed Intellectual Property pursuant to the license granted hereunder to Lilly Novartis and its Affiliates will infringe the issued patents of any such Third Party; and (fiv) as of the Effective Date, there is no pending or, to ImmunoGen’s knowledge (without having conducted, or having any duty to conduct, any inquiry), threatened, litigation that alleges that the use of the Licensed Intellectual Property pursuant to the license granted hereunder to Lilly Novartis and its Affiliates would infringe or misappropriate any intellectual property rights of any Third Party.