Common use of Representations and Warranties by Ambrx Clause in Contracts

Representations and Warranties by Ambrx. Ambrx hereby represents and warrants as of the Effective Date and, where denoted below, covenants to BMS as follows: (a) Ambrx has sufficient legal and/or beneficial title, ownership or license under its Patents and Information necessary for the purposes contemplated by this Agreement. The Ambrx Technology existing as of the Effective Date is free and clear from any Liens of the Ambrx Technology, and Ambrx has sufficient legal and/or beneficial title, ownership or license thereunder to grant the licenses to BMS as purported to be granted pursuant to this Agreement. As of the Effective Date, except for the Patents licensed to Ambrx under the Existing License Agreements, Ambrx is the sole owner of all right, title and interest in and to (free and clear from any Liens of any kind) the Ambrx Patents listed on Exhibits B, C and D. All fees required to maintain such issued Patent rights have been paid to date. To Ambrx’s knowledge the Ambrx Patents listed on Exhibits B, C and D constitute all Patents that would be infringed by the manufacture (as currently conducted), use or sale of Compounds and/or Products (but for the license granted by Ambrx to BMS under Section 7.1). (b) Other than the Existing License Agreements, Ambrx has not entered into any agreements, either oral or written, with any Third Party relating to the Development, Commercialization or manufacture of the Compounds or Products. Ambrx has provided BMS and/or its external legal counsel with true and complete copies of all Existing License Agreements, including all modifications, supplements or other amendments thereto as of the Effective Date. (c) Ambrx has not received any written notice from any Third Party asserting or alleging that the discovery, research and/or Development of Compounds or Products by Ambrx prior to the Effective Date infringes the intellectual property rights of such Third Party. The Ambrx Technology existing as of the Effective Date was not obtained in violation of any contractual or fiduciary obligation owed by Ambrx or its employees or agents to any Third Party or through the misappropriation of the intellectual property rights (including any trade secrets) from any Third Party. (d) To Ambrx’s knowledge, except as disclosed by Ambrx in writing to BMS’ in-house patent counsel prior to the Effective Date, the Development, Commercialization and manufacture after the Effective Date of the Compounds and Products can be carried out in the manner contemplated as of the Effective Date without infringing any published patent applications (evaluating such patent applications as though they were issued with the claims as published as of the Effective Date) or issued patents owned or controlled by a Third Party. To Ambrx’s knowledge, and except as disclosed by Ambrx in writing to BMS’ in-house patent counsel prior to the Effective Date, the Development and manufacture of Compounds prior to the Effective Date by or on behalf of Ambrx has been carried out without infringing any published patent applications (evaluating such patent applications as though they were issued with the claims as published as of the Effective Date) or issued patents owned or controlled by a Third Party. (e) There are no pending, and to Ambrx’s knowledge no threatened, actions, suits or proceedings against Ambrx involving the Ambrx Technology as it relates to Compounds or Products. (f) To Ambrx’s knowledge, there are no activities by Third Parties that would constitute infringement or misappropriation of the Ambrx Technology as it relates to Compounds or Products (in the case of pending claims, evaluating them as if issued as of the Effective Date). (g) Ambrx has no knowledge from which it would have reason to conclude that the Ambrx Patents issued as of the Effective Date are invalid. To Ambrx’s knowledge, the claims included in any issued Ambrx Patents are valid and in full force and effect as of the Effective Date. (h) It has not granted (and Ambrx covenants that during the Term it shall not grant, except in accordance with the express terms and conditions of this Agreement) any license or any option for a license under the Ambrx Technology to any Third Party to make, use or sell any Compound or Product in any country in the Territory. Ambrx covenants that during the Term it shall not grant any license or any option for a license to any Third Party, under any Patent that comes into the Control of Ambrx in connection with this Agreement after the Effective Date (including a Patent for an Ambrx Sole Invention or Joint Invention), to make, use or sell in the Field any non-human versions of Relaxin having one or more non-naturally occurring amino acid(s) incorporated using the Ambrx ReCODE Technology (including any conjugate thereof) in any country in the Territory. Ambrx has not granted any Lien with respect to this Agreement or any of the Ambrx Technology licensed by it to BMS under this Agreement. Ambrx has not granted (and Ambrx covenants that during the Term it shall not grant) to any Third Party any right or license or option to enforce or obtain any patent term extension for any of the Product Specific Patents. (i) Ambrx has disclosed in writing to BMS’ in-house patent counsel (i) all Ambrx Patents existing as of the Effective Date that would be infringed by the Development, Commercialization or manufacture of Compounds or Products by BMS, but for the licenses granted in this Agreement, and (ii) the jurisdiction(s) by or in which each such Ambrx Patent has been issued or in which an application for such Ambrx Patent has been filed, together with the respective patent or application numbers. All fees required to maintain such issued Ambrx Patent rights have been paid. (j) No person, other than former or current employees of Ambrx who are obligated in writing to assign his/her inventions to Ambrx, is an inventor of any of the inventions claimed in the Ambrx Patents, excluding the Scripps Patents, filed or issued as of the Effective Date, except for those Third Party inventors of those inventions that fall within the Ambrx Technology Controlled by Ambrx and as to which Ambrx has obtained an assignment as of the Effective Date. All inventors of any inventions included within the Ambrx Technology that are existing as of the Effective Date have assigned or have a contractual obligation to assign or license their entire right, title and interest in and to such inventions and the corresponding Patent rights to Ambrx, or in the case of the Scripps Patents, to Ambrx’s knowledge, to Scripps. No present or former employee or consultant of Ambrx owns or has any proprietary, financial or other interest, direct or indirect, in the Ambrx Technology. To Ambrx’s knowledge, there are no claims that have been asserted in writing challenging the inventorship of the Ambrx Patents. (k) The discovery and development of Compounds and Products has been conducted prior to the Effective Date by Ambrx, its Affiliates, its licensors, its licensees, and, to the knowledge of Ambrx, its independent contractors, in compliance in all material respects with all Applicable Law, including all public health, environmental, and safety provisions thereof, and all permits, governmental licenses, registrations, approvals, concessions, franchises, authorizations, orders, injunctions and decrees that apply to Ambrx. (l) Ambrx has disclosed to BMS all material information known by Ambrx with respect to the safety and efficacy of Compounds and/or Products. (m) All Regulatory Materials, including DMFs, are in the possession and Control of Ambrx and are not in the possession or Control of any Third Party. (n) Ambrx has maintained and, unless otherwise agreed to by BMS, will maintain and keep in full force and effect all agreements and filings (including Patent filings, in accordance with Article 9) necessary to perform its obligations hereunder. Ambrx and its Affiliates are in compliance in all material respects with each Existing License Agreement, and have performed all material obligations required to be performed by them to date under each Existing License Agreement. Neither Ambrx nor its Affiliates are (with or without the lapse of time or the giving of notice, or both) in breach or default in any respect under the Existing License Agreement and, to the knowledge of Ambrx, no other party to any Existing License Agreement is (with or without the lapse of time or the giving of notice, or both) in breach or default in any respect thereunder. (o) No Third Party has any right under any Existing License Agreement, including a right of consent or a right of first negotiation, that would reasonably be expected to interfere with BMS’ exercise of its rights licensed under Section 7.1 hereof.

Representations and Warranties by Ambrx. Ambrx hereby represents and warrants as of the Effective Date and, where denoted below, covenants to BMS as follows: (a) Ambrx has sufficient legal and/or beneficial title, ownership or license under its Patents and Information necessary for the purposes contemplated by this Agreement. The Ambrx Technology existing as of the Effective Date is free and clear from any Liens of the Ambrx Technology, and Ambrx has sufficient legal and/or beneficial title, ownership or license thereunder to grant the licenses to BMS as purported to be granted pursuant to this Agreement. As of the Effective Date, except for the Patents licensed to Ambrx under the Existing License Agreements, Ambrx is the sole owner of all right, title and interest in and to (free and clear from any Liens of any kind) the Ambrx Patents listed on Exhibits B, C and D. All fees required to maintain such issued Patent rights have been paid to date. To Ambrx’s knowledge the Ambrx Patents listed on Exhibits B, C and D constitute all Patents that would be infringed by the manufacture (as currently conducted), use or sale of Compounds and/or Products (but for the license granted by Ambrx to BMS under Section 7.1). (b) Other than the Existing License Agreements, Ambrx has not entered into any agreements, either oral or written, with any Third Party relating to the Development, Commercialization or manufacture of the Compounds or Products. Ambrx has provided BMS and/or its external legal counsel with true and complete copies of all Existing License Agreements, including all modifications, supplements or other amendments thereto as of the Effective Date. (c) Ambrx has not received any written notice from any Third Party asserting or alleging that the discovery, research and/or Development of Compounds or Products by Ambrx prior to the Effective Date infringes the intellectual property rights of such Third Party. The Ambrx Technology existing as of the Effective Date was not obtained in violation of any contractual or fiduciary obligation owed by Ambrx or its employees or agents to any Third Party or through the misappropriation of the intellectual property rights (including any trade secrets) from any Third Party. (d) To Ambrx’s knowledge, except as disclosed by Ambrx in writing to BMS’ in-house patent counsel prior to the Effective Date, the Development, Commercialization and manufacture after the Effective Date of the Compounds and Products can be carried out in the manner contemplated as of the Effective Date without infringing any published patent applications (evaluating such patent applications as though they were issued with the claims as published as of the Effective Date) or issued patents owned or controlled by a Third Party. To Ambrx’s knowledge, and except as disclosed by Ambrx in writing to BMS’ in-house patent counsel prior to the Effective Date, the Development and manufacture of Compounds prior to the Effective Date by or on behalf of Ambrx has been carried out without infringing any published patent applications (evaluating such patent applications as though they were issued with the claims as published as of the Effective Date) or issued patents owned or controlled by a Third Party. (e) There are no pending, and to Ambrx’s knowledge no threatened, actions, suits or proceedings against Ambrx involving the Ambrx Technology as it relates to Compounds or Products. (f) To Ambrx’s knowledge, there are no activities by Third Parties that would constitute infringement or misappropriation of the Ambrx Technology as it relates to Compounds or Products (in the case of pending claims, evaluating them as if issued as of the Effective Date). (g) Ambrx has no knowledge from which it would have reason to conclude that the Ambrx Patents issued as of the Effective Date are invalid. To Ambrx’s knowledge, the claims included in any issued Ambrx Patents are valid and in full force and effect as of the Effective Date. (h) It has not granted (and Ambrx covenants that during the Term it shall not grant, except in accordance with the express terms and conditions of this Agreement) any license or any option for a license under the Ambrx Technology to any Third Party to make, use or sell any Compound or Product in any country in the Territory. Ambrx covenants that during the Term it shall not grant any license or any option for a license to any Third Party, under any Patent that comes into the Control of Ambrx in connection with this Agreement after the Effective Date (including a Patent for an Ambrx Sole Invention or Joint Invention), to make, use or sell in the Field any non-human versions of Relaxin FGF21 having one or more non-naturally occurring amino acid(s) incorporated using the Ambrx ReCODE Technology (including any conjugate thereof) in any country in the Territory. Ambrx has not granted any Lien with respect to this Agreement or any of the Ambrx Technology licensed by it to BMS under this Agreement. Ambrx has not granted (and Ambrx covenants that during the Term it shall not grant) to any Third Party any right or license or option to enforce or obtain any patent term extension for any of the Product Specific Patents. (i) Ambrx has disclosed in writing to BMS’ in-house patent counsel (i) all Ambrx Patents existing as of the Effective Date that would be infringed by the Development, Commercialization or manufacture of Compounds or Products by BMS, but for the licenses granted in this Agreement, and (ii) the jurisdiction(s) by or in which each such Ambrx Patent has been issued or in which an application for such Ambrx Patent has been filed, together with the respective patent or application numbers. All fees required to maintain such issued Ambrx Patent rights have been paid. (j) No person, other than former or current employees of Ambrx who are obligated in writing to assign his/her inventions to Ambrx, is an inventor of any of the inventions claimed in the Ambrx Patents, excluding the Scripps Patents, filed or issued as of the Effective Date, except for those Third Party inventors of those inventions that fall within the Ambrx Technology Controlled by Ambrx and as to which Ambrx has obtained an assignment as of the Effective Date. All inventors of any inventions included within the Ambrx Technology that are existing as of the Effective Date have assigned or have a contractual obligation to assign or license their entire right, title and interest in and to such inventions and the corresponding Patent rights to Ambrx, or in the case of the Scripps Patents, to Ambrx’s knowledge, to Scripps. No present or former employee or consultant of Ambrx owns or has any proprietary, financial or other interest, direct or indirect, in the Ambrx Technology. To Ambrx’s knowledge, there are no claims that have been asserted in writing challenging the inventorship of the Ambrx Patents. (k) The discovery and development of Compounds and Products has been conducted prior to the Effective Date by Ambrx, its Affiliates, its licensors, its licensees, and, to the knowledge of Ambrx, its independent contractors, in compliance in all material respects with all Applicable Law, including all public health, environmental, and safety provisions thereof, and all permits, governmental licenses, registrations, approvals, concessions, franchises, authorizations, orders, injunctions and decrees that apply to Ambrx. (l) Ambrx has disclosed to BMS all material information known by Ambrx with respect to the safety and efficacy of Compounds and/or Products. (m) All Regulatory Materials, including DMFs, are in the possession and Control of Ambrx and are not in the possession or Control of any Third Party. (n) Ambrx has maintained and, unless otherwise agreed to by BMS, will maintain and keep in full force and effect all agreements and filings (including Patent filings, in accordance with Article 9) necessary to perform its obligations hereunder. Ambrx and its Affiliates are in compliance in all material respects with each Existing License Agreement, and have performed all material obligations required to be performed by them to date under each Existing License Agreement. Neither Ambrx nor its Affiliates are (with or without the lapse of time or the giving of notice, or both) in breach or default in any respect under the Existing License Agreement and, to the knowledge of Ambrx, no other party to any Existing License Agreement is (with or without the lapse of time or the giving of notice, or both) in breach or default in any respect thereunder. (o) No Third Party has any right under any Existing License Agreement, including a right of consent or a right of first negotiation, that would reasonably be expected to interfere with BMS’ exercise of its rights licensed under Section 7.1 hereof.

Representations and Warranties by Ambrx. Ambrx hereby represents and warrants as of the Effective Date and, where denoted below, covenants to BMS as follows: (a) Ambrx has sufficient legal and/or beneficial title, ownership or license under its Patents and Information necessary for the purposes contemplated by this Agreement. The Ambrx Technology existing as of the Effective Date is free and clear from any Liens of the Ambrx TechnologyLiens, and Ambrx has sufficient legal and/or beneficial title, ownership or license thereunder to grant the licenses to BMS as purported to be granted pursuant to this Agreement. As of the Effective Date, except for the Patents licensed to Ambrx under the Existing License Agreements, Ambrx is the sole owner of all right, title and interest in and to (free and clear from any Liens of any kind) the Ambrx Patents listed on Exhibits B, C and D. All fees required to maintain such issued Patent rights have been paid to date. To Ambrx’s knowledge the Ambrx Patents listed on Exhibits B, C and D constitute all Patents that would be infringed by the manufacture (as currently conducted), use or sale of Compounds and/or Products (but for the license granted by Ambrx to BMS under Section 7.1). (b) Other than the Existing License Agreements, Ambrx has not entered into any agreements, either oral or written, with any Third Party relating to the Development, Commercialization or manufacture of the Compounds or Products. Ambrx has provided BMS and/or its external legal counsel with true and complete copies of all Existing License Agreements, including all modifications, supplements or other amendments thereto as of the Effective Date. (c) Ambrx has not received any written notice from any Third Party asserting or alleging that the discovery, research and/or Development of Compounds or Products by Ambrx prior to the Effective Date infringes the intellectual property rights of such Third Party. The Ambrx Technology existing as of the Effective Date was not obtained in violation of any contractual or fiduciary obligation owed by Ambrx or its employees or agents to any Third Party or through the misappropriation of the intellectual property rights (including any trade secrets) from any Third Party. (d) To Ambrx’s knowledge, except as disclosed by Ambrx in writing to BMS’ in-house patent counsel prior to the Effective Date, the Development, Commercialization and manufacture after the Effective Date of the Compounds and Products can be carried out in the manner contemplated as of the Effective Date without infringing any published patent applications (evaluating such patent applications as though they were issued with the claims as published as of the Effective Date) or issued patents owned or controlled by a Third Party. To Ambrx’s knowledge, and except as disclosed by Ambrx in writing to BMS’ in-house patent counsel prior to the Effective Date, the Development and manufacture of Compounds prior to the Effective Date by or on behalf of Ambrx has been carried out without infringing any published patent applications (evaluating such patent applications as though they were issued with the claims as published as of the Effective Date) or issued patents owned or controlled by a Third Party. (e) There are no pending, and to Ambrx’s knowledge no threatened, actions, suits or proceedings against Ambrx involving the Ambrx Technology as it relates to Compounds or Products. (f) To Ambrx’s knowledge, there are no activities by Third Parties that would constitute infringement or misappropriation of the Ambrx Technology as it relates to Compounds or Products (in the case of pending claims, evaluating them as if issued as of the Effective Date). (g) Ambrx has no knowledge from which it would have reason to conclude that the Ambrx Patents issued as of the Effective Date are invalid. To Ambrx’s knowledge, the claims included in any issued Ambrx Patents are valid and in full force and effect as of the Effective Date. (h) It has not granted (and Ambrx covenants that during the Term it shall not grant, except in accordance with the express terms and conditions of this Agreement) any license or any option for a license under the Ambrx Technology to any Third Party with respect to make, use or sell any Compound or Product Collaboration Target (including with respect to any Antibodies targeting any Collaboration Target) in any country in the Territory. In addition, Ambrx covenants represents and warrants as of the date that during the Term a Collaboration Target is designated as a Collaboration Target in accordance with Section 3.3 that it shall has not grant granted any license or any option for a license under the Ambrx Technology to any Third Party, under any Patent that comes into the Control of Ambrx in connection Party with this Agreement after the Effective Date respect to such Collaboration Target (including a Patent for an Ambrx Sole Invention or Joint Invention), with respect to make, use or sell in the Field any non-human versions of Relaxin having one or more non-naturally occurring amino acid(s) incorporated using the Ambrx ReCODE Technology (including any conjugate thereofAntibodies targeting such Collaboration Target) in any country in the Territory. Ambrx has not granted any Lien with respect to this Agreement or any of the Ambrx Technology licensed by it to BMS under this Agreement. Ambrx has not granted (and As of the Effective Date, there are no Product Specific Patents. Ambrx covenants that during the Term it shall not grantgrant to any Third Party any right or license or option for a license under the Ambrx Technology to any Third Party with respect to any Collaboration Target (including with respect to any Antibodies targeting any Collaboration Target) identified as of the Effective Date or which is designated as a Collaboration Target after the Effective Date in accordance with Section 3.3. In addition, Ambrx covenants that during the Term it shall not grant to any Third Party any right or license or option to enforce or obtain any patent term extension for any of the Product Specific PatentsPatents with respect to any Collaboration Target identified as of the Effective Date or which is designated as a Collaboration Target after the Effective Date in accordance with Section 3.3. (i) Ambrx has disclosed in writing to BMS’ in-house patent counsel (i) all Ambrx Patents existing as of the Effective Date that would be infringed by the Development, Commercialization or manufacture of Compounds or Products by BMS, but for the licenses granted in this Agreement, and (ii) the jurisdiction(s) by or in which each such Ambrx Patent has been issued or in which an application for such Ambrx Patent has been filed, together with the respective patent or application numbers. All fees required to maintain such issued Ambrx Patent rights have been paid. (j) No person, other than former or current employees of Ambrx who are obligated in writing to assign his/her inventions to Ambrx, is an inventor of any of the inventions claimed in the Ambrx Patents, excluding the Scripps Patents, filed or issued as of the Effective Date, except for those Third Party inventors of those inventions that fall within the Ambrx Technology Controlled by Ambrx and as to which Ambrx has obtained an assignment as of the Effective Date. All inventors of any inventions included within the Ambrx Technology that are existing as of the Effective Date have assigned or have a contractual obligation to assign or license their entire right, title and interest in and to such inventions and the corresponding Patent rights to Ambrx, or in the case of the Scripps Patents, to Ambrx’s knowledge, to Scripps. No present or former employee or consultant of Ambrx owns or has any proprietary, financial or other interest, direct or indirect, in the Ambrx Technology. To Ambrx’s knowledge, there are no claims that have been asserted in writing challenging the inventorship of the Ambrx Patents. (k) The discovery and development of Compounds and Products has been conducted prior to the Effective Date by Ambrx, its Affiliates, its licensors, its licensees, and, to the knowledge of Ambrx, its independent contractors, in compliance in all material respects with all Applicable Law, including all public health, environmental, and safety provisions thereof, and all permits, governmental licenses, registrations, approvals, concessions, franchises, authorizations, orders, injunctions and decrees that apply to Ambrx. (l) Ambrx has disclosed to BMS all material information known by Ambrx with respect to the safety and efficacy of Compounds and/or Products. (m) All Regulatory Materials, including DMFs, are in the possession and Control of Ambrx and are not in the possession or Control of any Third Party. (n) Ambrx has maintained and, unless otherwise agreed to by BMS, will maintain and keep in full force and effect all agreements and filings (including Patent filings, in accordance with Article 9) necessary to perform its obligations hereunder. Ambrx and its Affiliates are in compliance in all material respects with each Existing License Agreement, and have performed all material obligations required to be performed by them to date under each Existing License Agreement. Neither Ambrx nor its Affiliates are (with or without the lapse of time or the giving of notice, or both) in breach or default in any respect under the Existing License Agreement and, to the knowledge of Ambrx, no other party to any Existing License Agreement is (with or without the lapse of time or the giving of notice, or both) in breach or default in any respect thereunder. (ol) No Third Party has any right under any Existing License Agreement, including a right of consent or a right of first negotiation, that would reasonably be expected to interfere with BMS’ exercise of its rights licensed under Section 7.1 hereof.

Representations and Warranties by Ambrx. Ambrx hereby represents and warrants as of the Effective Date and, where denoted below, covenants to BMS BeiGene as follows: (a) Ambrx has sufficient legal and/or beneficial title, ownership or license under its Patents and Information Know-How necessary for the purposes contemplated by this Agreement. The Ambrx IP and Ambrx Technology Platform IP existing as of the Effective Date is free and clear from any Liens of the Ambrx Technology, and Ambrx has sufficient legal and/or beneficial title, ownership or license thereunder to grant the licenses to BMS BeiGene as purported to be granted pursuant to this Agreement. As of the Effective Date, except for the Patents licensed to Ambrx under the Existing License Agreements, Ambrx (or its Affiliate) is the sole owner of all right, title and interest in and to (free and clear from any Liens of any kind) the Ambrx Patents listed on Exhibits B, C and D. Exhibit B. All fees required to maintain such issued Patent rights Patents have been paid to date. To Ambrx’s knowledge knowledge, the Ambrx Patents listed on Exhibits B, C and D Exhibit B constitute all Patents owned by Ambrx or its Affiliates that would be infringed by are necessary or reasonably useful for the Research, Development, manufacture (as currently conducted), use ) or sale Commercialization of Compounds and/or Products (but for the license granted by Ambrx to BMS under Section 7.1)or Products. (b) Other than the Existing License Agreements, Ambrx has not entered into any agreements, either oral or written, with any Third Party relating to the Research, Development, Commercialization or manufacture of the Compounds or Products. Ambrx has provided BMS BeiGene and/or its external legal counsel with true and complete copies of all Existing License AgreementsAgreements (redacted as required by confidentiality provisions thereof), including all modifications, supplements or other amendments thereto as of the Effective Date. (c) Ambrx has not received any written notice from any Third Party asserting or alleging that the discovery, research and/or Development Research of Compounds or Products by Ambrx prior to the Effective Date infringes the intellectual property rights of such Third Party. The To Ambrx’s knowledge, the Ambrx IP and Ambrx Technology Platform IP existing as of the Effective Date was not obtained in violation of any contractual or fiduciary obligation owed by Ambrx or its employees or agents to any Third Party or through the misappropriation of the intellectual property rights (including any trade secrets) from any Third Party. (d) To Ambrx’s knowledge, except as disclosed by Ambrx in writing to BMS’ in-house patent counsel prior to the Effective Date, the Development, Commercialization and manufacture after the Effective Date of the Compounds and Products can be carried out in the manner contemplated as of the Effective Date without infringing any published patent applications (evaluating such patent applications as though they were issued with the claims as published as of the Effective Date) or issued patents owned or controlled by a Third Party. To Ambrx’s knowledge, and except as disclosed by Ambrx in writing to BMS’ in-house patent counsel prior to the Effective Date, the Development and manufacture of Compounds Compounds, if any, prior to the Effective Date by or on behalf of Ambrx has been carried out without infringing any published patent applications (evaluating such patent applications as though they were issued with the claims as published as of the Effective Date) or issued patents owned or controlled by a Third Party. (e) There are no pending, and to Ambrx’s knowledge no threatened, actions, suits or proceedings against Ambrx involving the Ambrx IP and Ambrx Technology Platform IP as it relates to any Compounds or ProductsProducts existing as of the Effective Date. (f) To Ambrx’s knowledge, there are no activities by Third Parties that would constitute infringement or misappropriation of the Ambrx IP and Ambrx Technology Platform IP as it relates to Compounds or Products Products, if any, existing as of the Effective Date (in the case of pending claims, evaluating them as if issued as of the Effective Date). (g) Ambrx has no knowledge from which it would have reason to conclude that the Ambrx Patents issued as of the Effective Date are invalid. To Ambrx’s knowledge, the claims included in any issued Ambrx Patents are valid and in full force and effect as of the Effective Date. (h) It has not granted (and Ambrx covenants that during the Term it shall not grant, except in accordance with the express terms and conditions of this Agreement) any license or any option for a license under the Ambrx IP and Ambrx Technology Platform IP to any Third Party with respect to makeany Research Program, use or sell any Compound or Product existing as of the Effective Date, in any country the Field in the Territory. Ambrx covenants that during the Term it shall not grant any license or any option for a license to any Third Party, under any Patent that comes into the Control of Ambrx in connection with this Agreement after the Effective Date (including a Patent for an Ambrx Sole Invention or Joint Invention), to make, use or sell in the Field any non-human versions of Relaxin having one or more non-naturally occurring amino acid(s) incorporated using the Ambrx ReCODE Technology (including any conjugate thereof) in any country in the Territory. Ambrx has not granted any Lien with respect to this Agreement or any of the Ambrx Technology licensed by it to BMS under this Agreement. Ambrx has not granted (and Ambrx covenants that during the Term it shall not grant) to any Third Party any right or license or option to enforce or obtain any patent term extension for any of the Product Specific Patents. (i) Ambrx has disclosed in writing to BMS’ in-house patent counsel BeiGene (iA) all Ambrx Patents existing as of the Effective Date that would be infringed by the Research, Development, Commercialization or manufacture of Compounds or Products Products, if any, existing as of the Effective Date, by BMSBeiGene, but for the licenses granted in this Agreement, and (iiB) the jurisdiction(s) by or in which each such Ambrx Patent has been issued or in which an application for such Ambrx Patent has been filed, together with the respective patent or application numbers. All fees required to maintain such issued Ambrx Patent rights Patents have been paid. (j) No person, other than former or current employees of Ambrx who are obligated in writing to assign his/her inventions to Ambrx, is an inventor of any of the inventions claimed in the Ambrx Patents, excluding the Scripps Patents, filed or issued as of the Effective Date, except for those Third Party inventors of those inventions that fall within the Ambrx IP and Ambrx Technology Platform IP Controlled by Ambrx and as to which Ambrx has obtained an assignment as of the Effective Date. All inventors of any inventions included within the Ambrx IP and Ambrx Technology Platform IP that are existing as of the Effective Date have assigned or have a contractual obligation to assign or license their entire right, title and interest in and to such inventions and the corresponding Patent rights Patents to Ambrx, or in the case of the Scripps Patents, to . To Ambrx’s knowledge, to Scripps. No no present or former employee or consultant of Ambrx owns or has any proprietary, financial or other interest, direct or indirect, in the Ambrx TechnologyIP and Ambrx Technology Platform IP. To Ambrx’s knowledge, there are no claims that have been asserted in writing challenging the inventorship of the Ambrx Patents. (k) The discovery and development of Compounds and Products has been conducted prior to the Effective Date by Ambrx, its Affiliates, its licensors, its licensees, and, to the knowledge of Ambrx, its independent contractors, in compliance in all material respects with all Applicable Law, including all public health, environmental, and safety provisions thereof, and all permits, governmental licenses, registrations, approvals, concessions, franchises, authorizations, orders, injunctions and decrees that apply to Ambrx. (l) Ambrx has disclosed to BMS all material information known by Ambrx with respect to the safety and efficacy of Compounds and/or Products. (m) All Regulatory Materials, including DMFs, are in the possession and Control of Ambrx and are not in the possession or Control of any Third Party. (n) Ambrx has maintained and, unless otherwise agreed to by BMSBeiGene, will maintain and keep in full force and effect all agreements and filings (including Patent filings, in accordance with Article 9) necessary to perform its obligations hereunder. Ambrx and its Affiliates are in compliance in all material respects with each Existing License Agreement, and have performed all material obligations required to be performed by them to date under each Existing License Agreement. Neither Ambrx nor its Affiliates are (with or without the lapse of time or the giving of notice, or both) in breach or default in any respect under the Existing License Agreement and, to the knowledge of Ambrx, no other party to any Existing License Agreement is (with or without the lapse of time or the giving of notice, or both) in breach or default in any respect thereunder. (ol) No Third Party has any right under any Existing License Agreement, including a right of consent or a right of first negotiation, that would reasonably be expected to interfere with BMS’ BeiGene’s exercise of its rights licensed under Section 7.1 hereof.