Representations and Warranties by Novartis Sample Clauses

Representations and Warranties by Novartis. Novartis hereby represents and warrants to Buyer as of the Effective Date as follows: (a) to the knowledge of Novartis, Schedule 9.2(a) attached hereto sets forth a complete and accurate list of all Patent Rights included in the Morphosys Patent Rights in existence as of the Effective Date, indicating the owner or co-owners thereof if such Patent is not solely owned by Novartis; (b) Novartis has the right to grant to Buyer the sublicenses under the Morphosys IP that it purports to grant hereunder and has not granted any Third Party rights that would otherwise interfere or be inconsistent with Buyer’s rights hereunder; Novartis has not breached in any material respect and is otherwise in full compliance with the terms of the Third Party In-License, including the following: (i) Novartis has timely paid all annual license fee payments and other payments due and payable to Morphosys; (ii) Novartis has fully complied with all obligations and restrictions with respect to confidential information under Article 9 of the Morphosys Agreement; and (iii) Novartis has fully complied with and is in good standing with respect to the Exclusive Commercial License (as defined in the Morphosys Agreement) obtained from Morphosys; (c) Novartis has the right to use and disclose and to enable Buyer to use and disclose (in each case under appropriate conditions of confidentiality) the Morphosys Know-How free from Encumbrances; (d) Novartis has not initiated or been involved in any proceedings, actions or claims in which it alleges that any Third Party is or was infringing or misappropriating any Morphosys IP, nor have any such proceedings, actions or claims been threatened by Novartis, nor does Novartis know of any valid basis for any such proceeding; (e) there are no pending, and, to Novartis’s knowledge, there are no threatened, actions, claims, or proceedings of any nature, civil, criminal, regulatory or otherwise, in law or in equity, against Novartis or any of its Affiliates or licensees or, to the knowledge of Novartis, pending or threatened against any Third Party, in each case involving the Morphosys IP, or relating to the transactions contemplated by this Agreement; (f) there are no agreements or arrangements to which Novartis or any of its Affiliates is a party that would limit the rights granted to Buyer under this Agreement or that restrict or would result in a restriction on the Parties’ ability to perform the activities contemplated by this Agreement; (g) except for...
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Representations and Warranties by Novartis. Novartis hereby represents and warrants to Array as follows: (a) Except for the requirements of applicable Antitrust Laws and for any filings with Governmental Entities or other approvals, authorizations, consents, licenses, filings or registrations with any court, arbitrator or Governmental Entity necessary to transfer the Transferred IP and Transferred Regulatory Materials, the execution and delivery of this Agreement and the Ancillary Agreements do not, and the consummation of the Contemplated Transactions and the compliance with the terms hereof will not (i) result in any violation of or default (or an event that, with notice or lapse of time or both, would constitute a default) under, (A) any Applicable Laws applicable to Novartis or the Transferred Assets, or (B) any provision of the organizational documents of Novartis, or (ii) give rise to any approval, authorization, consent, license, filing or registration with any court, arbitrator or Governmental Entity; provided, however, that no representation or warranty is made in the foregoing clauses (i)(A) or (ii) with respect to matters that, individually or in the aggregate, would not result in a material adverse effect on the business or assets of Novartis. (b) Novartis and its Affiliates have good and valid title to all of the Transferred Assets free and clear of all Encumbrances other than Permitted Encumbrances; and (c) Except as would not have a Material Adverse Effect, Novartis and its Affiliates are and have been during the term of the Existing License Agreement in compliance with all Applicable Laws with respect to the Development and Manufacture of Binimetinib or any other Array Compound, including, without limitation, the Federal Food, Drug and Cosmetic Act and implementing regulations at 21 C.F.R. Parts 50, 54, 56, 58 and 812. Neither Novartis nor its Affiliates have received any FDA Form 483, notice of adverse finding, warning letter, untitled letter or other correspondence or notice from any other Governmental Entity alleging or asserting material noncompliance with any Applicable Laws or any licenses, certificates, approvals, clearances, authorizations, permits and supplements or amendments thereto required by any such Applicable Laws (“Authorizations”) with respect to the Development and Commercialization of Binimetinib or any other Array Compound. Novartis or its Affiliates possess all Authorizations for the Development and Commercialization of Binimetinib, except where the failure to p...
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Representations and Warranties by Novartis. Novartis represents and warrants to CBMG, as of the Effective Date, as follows:
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Representations and Warranties by Novartis. Novartis represents and warrants to Ideaya as of the Effective Date that: (a) Exhibit B-1 and Exhibit B-2 set forth a true, complete and correct list of all Patent Rights Controlled by Novartis or its Affiliates as of the Effective Date that: (i) claim LXS196, the Products and/or Biomarkers/Companion Diagnostics, or the use, formulation or manufacture thereof, or (ii) are necessary for the research, Development, manufacture, preparation, use or Commercialization of LXS196, Products and/or Biomarkers/Companion Diagnostics; LXS196 is not claimed in any granted patents issued based on the patent applications described and/or listed on Exhibit A. (b) to the knowledge of the Novartis Associates responsible for such matters, after Commercially Reasonable Efforts to enquire, Exhibit E-2 sets forth a true, complete and correct list of all Know-How Controlled by Novartis or its Affiliates as of the Effective Date that relates to the Compounds, the Products and/or Biomarkers/Companion Diagnostics or the use, formulation or manufacture thereof, or is necessary for the research, Development, manufacture, preparation, use or Commercialization of the Compounds, Products and/or Biomarkers/Companion Diagnostics, and there is no other Know-How owned [***] by Novartis that is not set forth in Exhibit E-2 that is necessary for the research, Development, manufacture, preparation, use or Commercialization of the Compounds, Products and/or Biomarkers/Companion Diagnostics as they exist as of the Effective Date; provided, however, that [***]; (c) Novartis is the sole and exclusive owner, or exclusive licensee, of all of the rights, title and interest in and to all Novartis Technology and that the Novartis Technology is free from Encumbrances, except for Encumbrances disclosed to Ideaya that would not interfere with Ideaya’s rights under this Agreement; (d) no payments are or will be due with respect to any Third Party licensor of the Novartis Technology with respect to the Practice of the Compounds, Products and/or Biomarkers/Companion Diagnostics; (e) Exhibit E-2 sets forth all Regulatory Filings and related documentation in Novartis’ Control as of the Effective Date made, prepared or otherwise existing with respect to Compounds or Products; (f) Novartis has filed and prosecuted patent applications within the Novartis Patents in good faith and complied with all duties of disclosure with respect thereto; (g) except for the Existing Material Transfer Agreements, Novartis has not ...
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Representations and Warranties by Novartis. Novartis represents and warrants to Licensee as of the Effective Date that (a) Novartis owns or controls the Licensed Patents, and has the right to grant the licenses to such Licensed Patents purported to be granted herein; (b) the Licensed Patents includes all Patent Rights owned or controlled by Novartis that cover the lipid commonly referred to as [**], which for clarity is identified as [**]: [**] (c) as described in [**];to Novartis’ knowledge, the Licensed Patents have been properly maintained and are not invalid or unenforceable, in whole or in part; and (d) Novartis has not entered into any agreement with any Third Party that is in conflict with the rights granted to Licensee under this Agreement; and (e) Novartis will not, and will cause its Affiliates not to incur or permit to exist, with respect to the Licensed Patents, any lien, encumbrance, charge, security interest, mortgage, liability, assignment, grant of license or other binding obligation that is or would be inconsistent with or would diminish, derogate from or otherwise conflict with the licenses and other rights granted to Verve under this Agreement.
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Representations and Warranties by Novartis. Novartis represents and warrants to Xencor as of the Effective Date that: 12.3.1. Novartis has not identified any Novartis Technology or Existing Novartis In-Licenses as of the Effective Date; and 00.0.0. xx premerger notification filing is required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules promulgated thereunder in connection with the execution and delivery by Novartis of this Agreement; and 12.3.3. all employees, officers, and consultants of Novartis and its Affiliates have executed agreements or have existing obligations under applicable Law obligating the individual to maintain as confidential Novartis’s Confidential Information as well as confidential information of other parties (including of Xencor and its Affiliates) that such individual may receive in the conduct of the Collaboration, to the extent required to support Novartis’s obligations under this Agreement.
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Representations and Warranties by Novartis. Novartis hereby represents and warrants to Array as follows:
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Related to Representations and Warranties by Novartis

  • Representations and Warranties by You You represent and warrant that: 2.1.1 You are an insurance company duly organized and in good standing under the laws of your state of incorporation. 2.1.2 All of your directors, officers, employees, and other individuals or entities dealing with the money and/or securities of the Trust are and shall be at all times covered by a blanket fidelity bond or similar coverage for the benefit of the Trust, in an amount not less than $5 million. Such bond shall include coverage for larceny and embezzlement and shall be issued by a reputable bonding company. You agree to make all reasonable efforts to see that this bond or another bond containing such provisions is always in effect, and you agree to notify us in the event that such coverage no longer applies. 2.1.3 Each Account is a duly organized, validly existing segregated asset account under applicable insurance law and interests in each Account are offered exclusively through the purchase of or transfer into a "variable contract" within the meaning of such terms under Section 817 of the Internal Revenue Code of 1986, as amended ("Code") and the regulations thereunder. You will use your best efforts to continue to meet such definitional requirements, and will notify us immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. 2.1.4 Each Account either: (i) has been registered or, prior to any issuance or sale of the Contracts, will be registered as a unit investment trust under the Investment Company Act of 1940 ("1940 Act"); or (ii) has not been so registered in proper reliance upon an exemption from registration under Section 3(c) of the 1940 Act; if the Account is exempt from registration as an investment company under Section 3(c) of the 1940 Act, you will use your best efforts to maintain such exemption and will notify us immediately upon having a reasonable basis for believing that such exemption no longer applies or might not apply in the future. 2.1.5 The Contracts or interests in the Accounts: (i) are or, prior to any issuance or sale will be, registered as securities under the Securities Act of 1933, as amended (the "1933 Act"); or (ii) are not registered because they are properly exempt from registration under Section 3(a)(2) of the 1933 Act or will be offered exclusively in transactions that are properly exempt from registration under Section 4(2) or Regulation D of the 1933 Act, in which case you will make every effort to maintain such exemption and will notify us immediately upon having a reasonable basis for believing that such exemption no longer applies or might not apply in the future.

  • REPRESENTATIONS AND WARRANTIES BY BUYER Buyer hereby represents and warrant as follows:

  • Representations and Warranties by Seller Seller represents and warrants to Buyer as follows:

  • Representations and Warranties; Etc Each Obligor hereby affirms: (a) that as of the date of execution and delivery of this First Amendment, all of the representations and warranties contained in each Loan Document to which such Obligor is a party are true and correct in all material respects as though made on and as of the First Amendment Effective Date (unless made as of a specific earlier date, in which case, was true as of such date); and (b) that after giving effect to this First Amendment and to the transactions contemplated hereby, no Defaults exist under the Loan Documents or will exist under the Loan Documents.

  • Representations and Warranties by Purchaser The Purchaser represents and warrants to the Seller that:

  • Representations and Warranties by Each Party Each Party represents and warrants to the other as of the Effective Date that: 12.1.1 it is a corporation duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation; 12.1.2 it has full corporate power and authority to execute, deliver, and perform this Agreement, and has taken all corporate action required by Applicable Laws and its organizational documents to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement; 12.1.3 this Agreement constitutes a valid and binding agreement enforceable against it in accordance with its terms (except as the enforceability thereof may be limited by bankruptcy, bank moratorium or similar laws affecting creditors’ rights generally and laws restricting the availability of equitable remedies and may be subject to general principles of equity whether or not such enforceability is considered in a proceeding at law or in equity); and 12.1.4 the execution and delivery of this Agreement and all other instruments and documents required to be executed pursuant to this Agreement, and the consummation of the transactions contemplated hereby do not and shall not (a) conflict with or result in a breach of any provision of its organizational documents, (b) result in a breach of any agreement to which it is a party; or (c) violate any Applicable Laws.

  • Representations and Warranties of XXXX XXXX hereby represents and warrants to the Seller and the Servicer as of the Initial Closing Date and each Subsequent Closing Date:

  • Representations and Warranties of Xxxxx Xxxxx represents and warrants to Spruce that, as of the Effective Date: (a) it has the full right, power and authority to enter into this Agreement, to grant the rights and licenses granted under Articles 2 and 3, and its execution of this Agreement, the fulfillment of its obligations and performance of its activities hereunder do not conflict with, violate, or breach or constitute a default under any material contractual obligation or court or administrative order by which Lilly is bound; (b) to the knowledge of Lilly, there are no legal claims, judgments or settlements against or owed by Lilly or any of its Affiliates, threatened or pending legal claims or litigation, in each case relating to the Licensed Patents; (c) all necessary consents, approvals and authorizations of all government authorities and other persons required to be obtained by Lilly as of the Effective Date in connection with the execution, delivery and performance of this Agreement have been obtained; (d) it is the owner or exclusive licensee of or otherwise Controls the right, title and interest in and to the Licensed Patents and related Licensed Know-How, and has the right to grant to Spruce the licenses that it purports to grant hereunder and has not granted any Third Party rights that would interfere or be inconsistent with Spruce’s rights hereunder; (e) the Licensed Patents and Licensed Know-How are not subject to any existing royalty or other payment obligations to any Third Party; (f) it has disclosed to Spruce a complete and accurate record of all material information and data relating to the results of all pre-clinical and clinical studies on Licensed Products or the Licensed Compound, conducted by or on behalf of Lilly or any of its Affiliates or otherwise known to Lilly, including, without limitation, the status and interim results of all ongoing clinical and preclinical studies, and the clinical development and Regulatory Application and Regulatory Approval activities undertaken to date, and all such information and data is complete and accurate in all material respects; (g) neither it nor any of its Affiliates has been debarred or is subject to debarment; (h) it has the authority to bind its Affiliates to the terms of this Agreement, as applicable, and to grant the rights and licenses granted on behalf of its Affiliates as set forth herein; (i) all documents required to be filed and all payments required to be made in order to prosecute and maintain each Patent in the Licensed Patents have been filed or made, as the case may be, in a timely manner, and no action has been taken that would constitute waiver, abandonment or any similar relinquishment of such rights; (j) the Licensed Patents constitute all Patents owned by or licensed to Lilly or any of its Affiliates that contain one or more claims covering any Licensed Product or Licensed Compound, or the composition of matter, method of use or manufacture thereof; (k) neither Lilly nor any of its Affiliates is or has been a party to any agreement with any U.S. Governmental Authority pursuant to which any U.S. Governmental Authority provided funding for the Development of any Licensed Compound or any Licensed Product, and the inventions claimed or covered by the Existing Patents are not a “subject invention” as that term is described in 35 U.S.C. Section 201(f); and (l) neither Lilly nor any of its Affiliates, nor any of its or their respective officers, employees, or agents has made an untrue statement of material fact or fraudulent statement to the FDA or any other Regulatory Authority with respect to the Development of any Licensed Compound or Licensed Product, failed to disclose a material fact required to be disclosed to the FDA or any other Regulatory Authority with respect to the Development of any Licensed Compound or any Licensed Product, or committed an act, made a statement, or failed to make a statement with respect to the Development of any Licensed Compound or Licensed Product that could reasonably be expected to provide a basis for the FDA to invoke its policy respecting “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities”, set forth in 56 Fed. Reg. 46191 (September 10, 1991) and any amendments thereto or any analogous laws or policies in any other country.

  • Representations and Warranties of Both Parties On the Execution Date, each Party represents and warrants to the other Party that: It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; Except for CPUC Approval in the case of Buyer, it has or will timely acquire all regulatory authorizations necessary for it to legally perform its obligations under this Agreement; The execution, delivery and performance of this Agreement are within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any law, rule, regulation, order or the like applicable to it; This Agreement constitutes its legally valid and binding obligation, enforceable against it in accordance with its terms; It is not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or become Bankrupt; There is not pending or, to its knowledge, threatened against it, any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; It (i) is acting for its own account, (ii) has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, (iii) is not relying upon the advice or recommendations of the other Party in so doing, and (iv) is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions, and risks of this Agreement; and It has entered into this Agreement in connection with the conduct of its business and it has the capability or ability to make available or take delivery of, as applicable, the Product under this Agreement in accordance with the terms of this Agreement.

  • REPRESENTATIONS AND WARRANTIES OF XXXXXX Xxxxxx hereby represents and warrants to the Xxxxxx Group that (a) Xxxxxx has the power and authority to enter into this Agreement and the Xxxxxx Assignment and to carry out his obligations hereunder and thereunder, (b) the execution and delivery of this Agreement and the Xxxxxx Assignment by Xxxxxx has been duly authorized by all necessary action on the part of Xxxxxx and no other proceedings on the part of Xxxxxx are necessary to authorize this Agreement or the Xxxxxx Assignment, (c) this Agreement has been duly executed and delivered by Xxxxxx and constitutes a valid and binding obligation of Xxxxxx, and, assuming this Agreement constitutes a valid and binding obligation of the Xxxxxx Group, is enforceable against Xxxxxx in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity), (d) the Xxxxxx Assignment has been duly executed and delivered by Xxxxxx and constitutes a valid and binding obligation of Xxxxxx, and, assuming the Xxxxxx Assignment constitutes a valid and binding obligation of Splitco, is enforceable against Xxxxxx in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity), (e) neither the execution, delivery or performance of this Agreement or the Xxxxxx Assignment by Xxxxxx constitutes a breach or violation of, or conflicts with any provision of any material agreement to which Xxxxxx is a party, and (f) none of such material agreements would impair in any material respect the ability of Xxxxxx to perform his obligations hereunder or thereunder.

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