Common use of Licensee Representations and Warranties Clause in Contracts

Licensee Representations and Warranties. LICENSEE represents and warrants to LLS that: (a) LICENSEE is validly existing in good standing in its state of incorporation or organization and has the power and authority to enter into this Agreement and to issue the LLS Equity as contemplated hereby; (b) this Agreement is a valid and binding obligation of LICENSEE, enforceable in accordance with its terms, except as limited by laws relating to creditors’ rights and general principals of equity; (c) issuance of the LLS Equity satisfies all of the requirements of Section 3.8 of the License, including with respect to the number of shares of capital stock of LICENSEE that LICENSEE is obligated to issue to LLS pursuant to Section 3.8 of the License; (d) upon issuance pursuant to this Agreement, the LLS Equity will be free of any lien, charge or other encumbrance, and will be validly issued, fully-paid and non-assessable; (e) issuance of the LLS Equity does not and will not violate (i) the charter or bylaws of LICENSEE (ii) any rights of preemption, first offer, first refusal, co-sale, registration, dividends or similar rights (collectively, “Equity Rights”), (iii) any agreement by which LICENSEE, its owners, property or assets are bound, or (iv) any Federal or applicable state securities law, rule or regulation; and (f) LICENSEE has achieved (i) the Qualified Financing (as defined in the License) to the extent the LLS Equity is being issued pursuant to Section 3.8.1 of the License or (ii) the Change of Control (as defined in the License) to the extent the LLS Equity is being issued pursuant to Section 3.8.2 of the License.

Licensee Representations and Warranties. LICENSEE represents and warrants to LLS MICHIGAN that: (a) LICENSEE is validly existing in good standing in its state of incorporation or organization and has the power and authority to enter into this Agreement and to issue the LLS Michigan Equity as contemplated hereby; (b) this Agreement is a valid and binding obligation of LICENSEE, enforceable in accordance with its terms, except as limited by laws relating to creditors’ rights and general principals of equity; (c) issuance of the LLS Michigan Equity satisfies all of the requirements of Section 3.8 of the License, including with respect to the number of shares of capital stock of LICENSEE that LICENSEE is obligated to issue to LLS MICHIGAN pursuant to Section 3.8 of the License; (d) upon issuance pursuant to this Agreement, the LLS Michigan Equity will be free of any lien, charge or other encumbrance, and will be validly issued, fully-paid and non-assessable; (e) issuance of the LLS Michigan Equity does not and will not violate (i) the charter or bylaws of LICENSEE (ii) any rights of preemption, first offer, first refusal, co-sale, registration, dividends or similar rights (collectively, “Equity Rights”), (iii) any agreement by which LICENSEE, its owners, property or assets are bound, or (iv) any Federal or applicable state securities law, rule or regulation; and (f) LICENSEE has achieved (i) the Qualified Financing (as defined in the License) to the extent the LLS Michigan Equity is being issued pursuant to Section 3.8.1 of the License or (ii) the Change of Control (as defined in the License) to the extent the LLS Michigan Equity is being issued pursuant to Section 3.8.2 of the License.

Licensee Representations and Warranties. LICENSEE represents and warrants to LLS DUKE that: (a) LICENSEE is a legal entity validly existing in good standing in its state of incorporation or organization and has the power and authority to enter into this Agreement and to issue the LLS DUKE Equity as contemplated hereby; (b) this Agreement has been duly authorized, executed, and delivered by LICENSEE and is a valid and binding obligation of LICENSEE, enforceable in accordance with its terms, except as limited by laws relating to creditors’ rights and general principals of equity; (c) issuance of the LLS DUKE Equity satisfies all of the requirements of Section 3.8 Paragraph 3.7 of the License, including with respect to the number amount or percentage of shares of capital stock or units of LICENSEE equity that LICENSEE is obligated to issue transfer to LLS pursuant to Section 3.8 DUKE under Paragraph 3.7 of the License; (d) upon issuance pursuant to this Agreement, the LLS DUKE Equity will be free of any lien, charge or other encumbrance, and will be validly issued, fully-paid and non-assessable; (e) issuance of the LLS DUKE Equity does not and will not violate (i) the charter charter, bylaws or bylaws operating agreement, as applicable, of LICENSEE (ii) any rights of preemption, first offer, first refusal, co-sale, registration, dividends or similar rights (collectively, “Equity Rights”), (iii) any agreement by which LICENSEE, its owners, property or assets are bound, or (iv) any Federal or applicable state securities law, rule or regulation; and; (f) LICENSEE has achieved (i) the Qualified Financing (as defined in the License) to the extent the LLS DUKE Equity is being issued pursuant to Section 3.8.1 constitutes [***]% of the License or (ii) Total Ownership Interests of LICENSEE as of the Change Effective Date. For the purposes of Control (this provision, “Total Ownership Interests” shall have the same meaning as defined in the License) to the extent the LLS Equity is being issued pursuant to Section 3.8.2 Paragraph 3.7 of the License.

Licensee Representations and Warranties. LICENSEE represents and warrants to LLS DUKE that: (a) LICENSEE is validly existing in good standing in its state of incorporation or organization and has the power and authority to enter into this Agreement and to issue the LLS DUKE Equity as contemplated hereby; (b) this Agreement is a valid and binding obligation of LICENSEE, enforceable in accordance with its terms, except as limited by laws relating to creditors’ rights and general principals of equity; (c) issuance of the LLS DUKE Equity satisfies all of the requirements of Section 3.8 3.6 of the License, including with respect to the number amount or percentage of shares of capital stock or units of LICENSEE equity that LICENSEE is obligated to issue transfer to LLS pursuant to Section 3.8 of the LicenseDUKE; (d) upon issuance pursuant to this Agreement, the LLS DUKE Equity will be free of any lien, charge or other encumbrance, and will be validly issued, fully-paid and non-assessable; (e) issuance of the LLS DUKE Equity does not and will not violate (i) the charter charter, bylaws or bylaws operating agreement, as applicable, of LICENSEE (ii) any rights of preemption, first offer, first refusal, co-sale, registration, dividends or similar rights (collectively, “Equity Rights”), (iii) any agreement by which LICENSEE, its owners, property or assets are bound, or (iv) any Federal or applicable state securities law, rule or regulation; and; (f) LICENSEE has achieved the Required Funding Event; and (ig) the Qualified Financing (as defined in the License) _______ shares of its common stock referred to the extent the LLS Equity is being issued pursuant to Section 3.8.1 above constitutes __% of the License or (ii) Fully-Diluted equity of LICENSEE as of __________. For the Change purposes of Control (this Section, “Required Funding Event” and “Fully-Diluted equity” have the same meaning as defined in the License) to the extent the LLS Equity is being issued pursuant to Section 3.8.2 Paragraph 3.7 of the License.