Merck Representations and Warranties. MERCK REPRESENTS AND WARRANTS TO P53 THAT AS OF THE EFFECTIVE DATE:
(A) IT HAS THE FULL RIGHT, POWER AND AUTHORITY TO GRANT THE LICENSE GRANTED UNDER ARTICLE 2; AND
(B) TO MERCK’S KNOWLEDGE, MERCK IS THE SOLE OWNER OF THE MERCK DATA.
Merck Representations and Warranties. MERCK represents and warrants to ALNYLAM that as of the Effective Date of this Agreement:
(a) to the best of MERCK's knowledge, the MERCK RNAi Patent Rights and the patent rights within the MERCK RNAi Novel Target IP and MERCK RNAi Technology exist and are not invalid or unenforceable, in whole or in part;
(b) it has not previously assigned, transferred, conveyed or otherwise encumbered its right, title and interest in the MERCK RNAi Patent Rights, MERCK Novel Target IP or the MERCK RNAi Technology in a manner that conflicts with the rights granted to ALNYLAM hereunder; and
(c) there are no claims, judgments or settlements against or owed by MERCK or pending or threatened claims or litigation relating to the MERCK RNAi Patent Rights, MERCK RNAi Novel Target IP or the MERCK RNAi Technology.
Merck Representations and Warranties. Merck represents and warrants to Transcell and Interneuron that as of the date of this Agreement it has the full right, power and authority to enter into this Agreement and to perform the Research Program.
Merck Representations and Warranties. MERCK represents and warrants to ARRIS that as of the date of this Agreement it has the full right, power and authority to enter into this Agreement, to perform the Research Program and to grant the licenses granted under Section 3.1(b) hereof.
Merck Representations and Warranties. Merck represents and warrants to GTx that as of the Execution Date of this Agreement:
10.3.1 to Merck’s knowledge and belief, the Merck Background Patent Rights and Merck Background SARM Know-How exists and are not invalid or unenforceable, in whole or in part;
10.3.2 it has not previously assigned, transferred, conveyed or otherwise encumbered its right, title and interest in Merck Patent Rights or Merck SARM Know-How;
10.3.3 to Merck’s knowledge, upon reasonable investigation, it is the sole and exclusive owner of the Merck Patent Rights and Merck SARM Know-How, all of which are (and shall be, in the case of Merck Information and Inventions) free and clear of any liens, charges and encumbrances, and no other person, corporate or other private entity, or governmental entity or subdivision thereof, has or shall have any claim of ownership whatsoever with respect to the Merck Patent Rights and Merck SARM Know-How;
10.3.4 to Merck’s knowledge, upon reasonable investigation, the exercise of the license granted to GTx under the Merck Patent Rights and Merck SARM Know-How, including without limitation the development, manufacture, use, sale and import of Compound(s) and Product(s), do not interfere with or infringe any intellectual property rights owned or possessed by any Third Party;
10.3.5 to Merck’s knowledge, there are no claims, judgments or settlements against or owed by Merck and no pending or threatened claims or litigation relating to the Merck Background Patent Rights and Merck Background SARM Know-How; and
10.3.6 to Merck’s knowledge, there are no claims, judgments or settlements owed by Merck and no pending or threatened claims or litigation relating to the Merck Background Patent Rights and Merck Background SARM Know-How; and
10.3.7 Merck has the right to grant the licenses under Merck Know-How and Merck Patent Rights to the extent set forth in this Agreement.
Merck Representations and Warranties. 22 ARTICLE VII -
Merck Representations and Warranties. Merck represents and warrants to Isis that as of the date of this Agreement it has the full right, power and authority to enter into this Agreement and to perform the Research Program.
Merck Representations and Warranties. Merck represents and warrants to Geron that, except as indicated in Schedule 6.1.2, as of the Effective Date:
(a) it has the full right, power and authority to enter into this Agreement, and to perform its obligations under the Research Program, and to grant the licenses granted under Article 3 hereof;
(b) to Merck’s knowledge, it owns or Controls all intellectual property rights that as of the Effective Date *;
(c) it has had a full opportunity to conduct, and has conducted, a diligence review of the Geron Patent Rights, Geron Know-How and the information disclosed in Schedule 6.1.1 and other matters relevant to this Agreement.
(d) Merck has been informed of the license rights granted by Geron, and the pre-existing obligations of Geron, to a Third Party, and is aware that exclusivity with respect to any license to Merck to develop and commercialize DC Products, DC/Non-DC Therapies, and DC/Adeno/DNA Therapies under the option rights set forth in Section 3.2.3 is limited by the license rights granted, and Geron’s pre-existing obligations, to such Third Party, as detailed in Schedule 6.1.1.
Merck Representations and Warranties. MERCK represents and warrants to ALNYLAM that as of the Effective Date of this Agreement:
10.3.1 To the best of MERCK's knowledge, the MERCK Patent Rights exist and are not invalid or unenforceable, in whole or in part;
10.3.2 It has not previously assigned, transferred, conveyed or otherwise encumbered its right, title and interest in the MERCK Technology in a manner that conflicts with the rights granted to ALNYLAM hereunder; and
10.3.3 There are no claims, judgments or settlements against or owed by MERCK or its Affiliates or pending or threatened claims or litigation relating to the MERCK Technology that are expected to impact the Ophthalmic Collaboration or any Ophthalmic Product.
Merck Representations and Warranties. Merck represents and warrants to Samsung that as of the Effective Date:
8.4.1 it has the full right, power and authority to Commercialize the Products throughout the Territory and to grant the licenses granted under Article 3;
8.4.2 it has not previously assigned, transferred, conveyed or otherwise encumbered its right, title and interest in the Merck Patent Rights or Merck Know-How;
8.4.3 there are no claims, judgments or settlements against or owed by Merck, and no pending or threatened claims or litigation against Merck, relating to the Merck Patent Rights or Merck Know-How;
8.4.4 Merck has disclosed to Samsung all reasonably relevant information regarding the Merck Patent Rights and Merck Know-How licensed under this Agreement, and the existence of any patent opinions relating thereto, which, in each case, Merck actually possesses or knows as of the Effective Date; and
8.4.5 EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN SECTION 8.1, THIS SECTION 8.4 AND ELSEWHERE IN THIS AGREEMENT, NEITHER MERCK NOR ANY OTHER PERSON ACTING ON BEHALF OF MERCK MAKES ANY REPRESENTATION OR WARRANTY (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE AND NON-INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS), EXPRESS OR IMPLIED, TO SAMSUNG.
