Common use of Lilly's Representations Clause in Contracts

Lilly's Representations. Lilly hereby represents, warrants and covenants to Licensee that as of the Effective Date: (a) Schedule 1.27 accurately identifies all patents and patent applications owned or controlled by Lilly as of the Effective Date that are necessary or useful for the, and/or in absence of a license, would prevent Licensee to, research, Develop, Manufacture, use and/or Commercialize Licensed Compounds and Licensed Products as contemplated by this Agreement; (b) Lilly is the sole owner of the entire right, title and interest in and to all patents, patent applications and other intellectual property rights within the Lilly Patent Rights and Lilly Know-How. Lilly has the full and legal rights and authority to license to Licensee the Lilly Patent Rights and Lilly Know-How, and (i) it has not previously transferred, assigned, conveyed or otherwise encumbered its right, title and interest in and to the Licensed Compound or Licensed Product to any Third Party, and (ii) no Third Party has any license, option or other rights or interest in or to the Lilly Patent Rights and Lilly Know-How or any part thereof, in each case with respect to any Licensed Compound or Licensed Product. Lilly has not received, nor is it aware of, any claims or allegations that a Third Party has any right or interest in or to any patent or patent application in the Lilly Patent Rights or in or to the Lilly Know-How with respect to any Licensed Compound or Licensed Product, or any claims or allegations by a Third Party that any patents or patent applications within the Lilly Patent Rights are invalid or unenforceable, except for the EPO Opposition; (c) To the best of its knowledge, no intellectual property rights of any Third Party were infringed or misappropriated during the creation of the Lilly Patent Rights or Lilly Know-How; (d) All issued patents within the Lilly Patent Rights are in good standing with the applicable patent office and all maintenance fees have been timely paid; (e) To the best of its knowledge and belief, Lilly has provided Licensee with all relevant information reasonably required for Licensee to properly evaluate and conduct due diligence on the Lilly Patent Rights, including all information relating to the EPO Opposition and complete copies of all Existing Agreements, and all such information are true and accurate. (f) Schedule 10.02(f) sets forth the true and complete list of all material transfer agreements [and clinical study agreements][NTD: TBD.] relating to the Licensed Compound and/or Licensed Product, which agreements were entered into by Lilly and any Third Party prior to the Effective Date (collectively, "Existing Agreements"); and (g) All physical inventory of the Licensed Compound designated XX0000000 that is transferred to Licensee pursuant to Section 4.01(a) and that has been recertified prior to the Effective Date by Lilly as in compliance with Good Manufacturing Practices (i) were manufactured, stored and transported in accordance with Good Manufacturing Practices and any applicable federal, state and local laws, rules and regulations and (ii) complies at the time of delivery with the specifications established by Lilly for administration to humans.

Lilly's Representations. Lilly hereby represents, warrants and covenants to Licensee that as of the Effective Date: (a) Schedule 1.27 accurately identifies all patents and patent applications owned or controlled by Lilly as of the Effective Date that are necessary or useful for the, and/or in absence of a license, would prevent Licensee to, research, Develop, Manufacture, use and/or Commercialize Licensed Compounds and Licensed Products as contemplated by this Agreement; (b) Lilly is the sole owner of the entire right, title and interest in and to all patents, patent applications and other intellectual property rights within the Lilly Patent Rights and Lilly Know-How. Lilly has the full and legal rights and authority to license to Licensee the Lilly Patent Rights and Lilly Know-How, and (i) it has not previously transferred, assigned, conveyed or otherwise encumbered its right, title and interest in and to the Licensed Compound or Licensed Product to any Third Party, and (ii) no Third Party has any license, option or other rights or interest in or to the Lilly Patent Rights and Lilly Know-How or any part thereof, in each case with respect to any Licensed Compound or Licensed Product. Lilly has not received, nor is it aware of, any claims or allegations that a Third Party has any right or interest in or to any patent or patent application in the Lilly Patent Rights or in or to the Lilly Know-How with respect to any Licensed Compound or Licensed Product, or any claims or allegations by a Third Party that any patents or patent applications within the Lilly Patent Rights are invalid or unenforceable, except for the EPO Opposition; (c) To the best of its knowledge, no intellectual property rights of any Third Party were infringed or misappropriated during the creation of the Lilly Patent Rights or Lilly Know-How; (d) All issued patents within the Lilly Patent Rights are in good standing with the applicable patent office and all maintenance fees have been timely paid;; Confidential treatment requested under 17 C.F.R. §§ 200.80(b)(4) and 240.24b-2. The confidential portions of this exhibit have been omitted and are marked accordingly. The confidential portions will be filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request. (e) To the best of its knowledge and belief, Lilly has provided Licensee with all relevant information reasonably required for Licensee to properly evaluate and conduct due diligence on the Lilly Patent Rights, including all information relating to the EPO Opposition and complete copies of all Existing Agreements, and all such information are true and accurate. (f) Schedule 10.02(f) sets forth the true and complete list of all material transfer agreements [and clinical study agreements][NTD: TBD.] relating to the Licensed Compound and/or Licensed Product, which agreements were entered into by Lilly and any Third Party prior to the Effective Date (collectively, "Existing Agreements"); and (g) All physical inventory of the Licensed Compound designated XX0000000 that is transferred to Licensee pursuant to Section 4.01(a) and that has been recertified prior to the Effective Date by Lilly as in compliance with Good Manufacturing Practices (i) were manufactured, stored and transported in accordance with Good Manufacturing Practices and any applicable federal, state and local laws, rules and regulations and (ii) complies at the time of delivery with the specifications established by Lilly for administration to humans.

Lilly's Representations. Lilly hereby represents, warrants and covenants to Licensee that as of the Effective Date: (a) Schedule 1.27 1.29 accurately identifies all patents and patent applications owned or controlled by Lilly as of the Effective Date that are necessary or useful for the, and/or in absence of a license, would prevent Licensee to, research, Develop, Manufacture, use and/or Commercialize Licensed Compounds and Licensed Products as contemplated by this Agreement; (b) Lilly is the sole owner of the entire right, title and interest in and to all patents, patent applications and other intellectual property rights within the Lilly Patent Rights as set forth on Schedule 1.29 and Lilly Know-How. Lilly has the full and legal rights and authority to license to Licensee the Lilly Patent Rights and Lilly Know-How, and (i) it has not previously transferred, assigned, conveyed or otherwise encumbered its right, title and interest in and to the Licensed Compound or Licensed Product to any Third Party, and (ii) no Third Party has been granted by Lilly any license, option or other rights or interest in or to the Lilly Patent Rights and Lilly Know-How or any part thereof, in each case with respect to any Licensed Compound or Licensed Product. Lilly has not received, nor is it aware of, any claims or allegations that a Third Party has any right or interest in or to any patent or patent application in the Lilly Patent Rights or in or to the Lilly Know-How with respect to any Licensed Compound or Licensed Product, or any claims or allegations by a Third Party that any patents or patent applications within the Lilly Patent Rights are invalid or unenforceable, except for the EPO Opposition; (c) To the best of its knowledge, no intellectual property rights of any Third Party were infringed or misappropriated during the creation of the Lilly Patent Rights or Lilly Know-How; (d) All issued patents and patent applications within the Lilly Patent Rights are in good standing with the applicable patent office office. In particular, all required filings have been timely made, and all maintenance fees fees, renewal fees, annuities and the like have been timely paid;. Timely payment includes payment of any fee for which the fee is payable (e.g., within the fee payment window) even if the surcharge date or final deadline for payment of such fee would be in the future. (e) To the best of its knowledge and belief, Lilly has provided Licensee with all relevant information reasonably required for Licensee to properly evaluate and conduct due diligence on the Lilly Patent Rights, including all information relating to the EPO Opposition and complete copies of all Existing Agreements, and all such information are is true and accurate. (f) Schedule 10.02(f) sets forth the true and complete list of all material transfer agreements [and clinical study agreements][NTD: TBD.] relating to the Licensed Compound and/or Licensed Product, which agreements were entered into by Lilly and any Third Party prior to the Effective Date (collectively, "Existing Agreements"); and (g) All physical inventory of the Licensed Compound designated XX0000000 LY3130481 that is transferred to Licensee pursuant to Section 4.01(a) and that has been recertified prior to the Effective Date by Lilly as in compliance with Good Manufacturing Practices (i) were manufactured, stored and transported in accordance with Good Manufacturing Practices and any applicable federal, state and local laws, rules and regulations and (ii) complies at the time of delivery with the specifications established by Lilly for administration to humans.