Lonza’s Representations and Warranties and Covenants. Lonza represents and warrants to TDTx that, to the best of the knowledge of the responsible individuals at Lonza, without having conducted any special inquiry or additional review: (a) it is and shall be at all times during the Term a valid legal entity existing under the law of its state with the power to carry on its business as it is currently being conducted; (b) the execution and delivery of this Agreement has been duly authorized and no further approval, corporate or otherwise, is required in order to execute this valid, binding and enforceable Agreement; (c) it is not a party to any agreement that is inconsistent or in conflict with the rights and licenses granted to TDTx hereunder; (d) its execution, delivery and performance of this Agreement shall not conflict with the terms of any other agreement to which it is a party or by which it is bound; (e) as of the Effective Date, that there are no patents or patent applications, other than the Ancestral Technology Patent Rights, owned or otherwise Controlled by Lonza the claims of which read on any claims in the Licensed Intellectual Property; (f) as of the Effective Date, no claims have been asserted or threatened against Lonza, nor are there any valid grounds for any claim of any such kind (1) challenging the validity, effectiveness, or ownership of the Licensed Intellectual Property, and/or (2) to the effect that the use, development or commercialization of Licensed Products using the Licensed Intellectual Property as contemplated for TDTx under this Agreement infringes or will infringe or misappropriate any intellectual property right of any Third Party; and (g) as of the Effective Date, the Ancestral Technology Patent Rights are not the subject of any litigation procedure, interference, reissue, reexamination, opposition, appeal proceedings or any other formal legal proceeding. Lonza shall not exercise any right it may have to terminate the Amended and Restated Lonza-MEE Agreement or otherwise materially amend or modify the Amended and Restated Lonza-MEE Agreement in a way that materially adversely affects TDTx’s rights hereunder with respect to the Licensed Intellectual Property without the prior written consent of TDTx.
