Representations and Warranties Disclaimers. 13.1 Each of Vaccinex and Merck represents and warrants to the other that (a) it has the full right and authority to enter into this Agreement and to perform its obligations hereunder (including its Compound supply obligations); (b) it has the full right and authority to grant the licenses hereunder that it purports to grant; and (c) subject to Sections 3.10 and 3.11, it has not entered into, and during the term of the Agreement will not enter into, any agreement or arrangement with any Third Party which would (i) prevent the Parties from performing the Study; or (ii) prevent either Party or both Parties from pursuing any additional studies with respect to the Combination; or (iii) violate the exclusivity obligations of such Party during the periods set forth in Sections 3.10 and 3.11, as applicable. 13.2 Vaccinex agrees to Manufacture and supply the Vaccinex Compound for purposes of the Study as set forth in Article 8, and Vaccinex hereby represents and warrants to Merck that, at the time of Delivery of the Vaccinex Compound, such Vaccinex Compound shall have been Manufactured and supplied in compliance with: (i) the Specifications for the Vaccinex Compound; (ii) the Clinical Quality Agreements; and (iii) all Applicable Law, including cGMP and health, safety and environmental protections. Merck agrees to Manufacture and supply Merck Compound for purposes of the Study as set forth in Article 8, and Merck hereby represents and warrants to Vaccinex that, at the time of Delivery of Merck Compound, such Merck Compound shall have been Manufactured and supplied in compliance with: (a) the Specifications for Merck Compound; (b) the Clinical Quality Agreements; and (c) all Applicable Law, including cGMP and health, safety and environmental protections. 13.3 Without limiting the foregoing, each Party is responsible for obtaining all regulatory approvals (including facility licenses) that are required to Manufacture its Compound in accordance with Applicable Law (provided that for clarity, Vaccinex shall be responsible for obtaining Regulatory Approvals for the Study as set forth in Section 3.3). 13.4 Vaccinex does not undertake that the Study shall lead to any particular result, nor is the success of the Study guaranteed. Neither Party accepts any responsibility for any use that the other Party may make of the Clinical Data nor for advice or information given in connection therewith.
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Samples: Clinical Trial Collaboration and Supply Agreement (Vaccinex, Inc.), Clinical Trial Collaboration and Supply Agreement (Vaccinex, Inc.)
Representations and Warranties Disclaimers. 13.1 Each of Vaccinex Vaximm and Merck the Alliance represents and warrants to the other that that
(a) it has the full right and authority to enter into this Agreement and to perform its obligations hereunder (including its Compound supply obligations); (b) it has the full right and authority to grant the licenses hereunder that it purports to grant; and (c) subject to Sections 3.10 and 3.11Section 3.10, it has not entered into, and during the term of the Agreement will not enter into, any agreement or arrangement with any Third Party which would (i) prevent the Parties from performing the Study; or (ii) otherwise prevent either Party or both Parties from pursuing any additional studies with respect to the Combination; or (iii) would violate the exclusivity obligations of such Party obligation during the periods set forth in Sections 3.10 and 3.11, as applicableExclusivity Period.
13.2 Vaccinex Vaximm agrees to Manufacture and supply the Vaccinex Vaximm Compound for purposes of the Study as set forth in Article 8, and Vaccinex Vaximm hereby represents and warrants to Merck the Alliance that, at the time of Delivery of the Vaccinex Vaximm Compound, such Vaccinex Vaximm Compound shall have been Manufactured and supplied in compliance with: (i) the Specifications for the Vaccinex Vaximm Compound; (ii) the Clinical Quality Agreements; and (iii) all Applicable Law, including cGMP and health, safety and environmental protections. Merck The Alliance agrees to Manufacture and supply Merck the Alliance Compound for purposes of the Study as set forth in Article 8, and Merck the Alliance hereby represents and warrants to Vaccinex Vaximm that, at the time of Delivery of Merck the Alliance Compound, such Merck Alliance Compound shall have been Manufactured and supplied in compliance with: (a) the Specifications for Merck the Alliance Compound; (b) the Clinical Quality Agreements; and (c) all Applicable Law, including cGMP and health, safety and environmental protections.
13.3 Without limiting the foregoing, each Party is responsible for obtaining all regulatory approvals (including facility licenses) that are required to Manufacture its Compound in accordance with Applicable Law (provided that for clarity, Vaccinex Vaximm shall be responsible for obtaining Regulatory Approvals for the Study as set forth in Section 3.3).
13.4 Vaccinex Vaximm does not undertake that the Study shall lead to any particular result, nor is the success of the Study guaranteed. Neither Party accepts any responsibility for any use that the other Party may make of the Clinical Data and/or Sample Testing Results nor for advice or information given in connection therewith.
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Representations and Warranties Disclaimers. 13.1 Each of Vaccinex Checkmate, Pfizer and Merck the Alliance represents and warrants to the other that (a) it has the full right and authority to enter into this Agreement and to perform its obligations hereunder (including its Compound supply obligations); (b) it has the full right and authority to grant the licenses hereunder that it purports to grant; and (c) subject to Sections 3.10 and 3.11Section 3.9, it has not entered into, and during the term of the Agreement will not enter into, any agreement or arrangement with any Third Party which would (i) prevent the Parties from performing the Study; or (ii) otherwise prevent either a Party or both all Parties from pursuing any additional studies with respect to the Compound Combination; or (iii) would violate the exclusivity obligations of such Party obligation during the periods set forth in Sections 3.10 and 3.11, as applicableExclusivity Period.
13.2 Vaccinex Pfizer agrees to Manufacture and supply the Vaccinex Pfizer Compound for purposes of the Study as set forth in Article 8, and Vaccinex Pfizer hereby represents and warrants to Merck the Alliance and Checkmate that, at the time of Delivery of the Vaccinex Pfizer Compound, such Vaccinex Pfizer Compound shall have been Manufactured and supplied in compliance with: (i) the Specifications for the Vaccinex Pfizer Compound; (ii) the Clinical Quality Agreements; and (iii) all Applicable Law, including cGMP and health, safety and environmental protections. Merck The Alliance agrees to Manufacture and supply Merck the Alliance Compound for purposes of the Study as set forth in Article 8, and Merck the Alliance hereby represents and warrants to Vaccinex Checkmate and Pfizer that, at the time of Delivery of Merck the Alliance Compound, such Merck Alliance Compound shall have been Manufactured and supplied in compliance with: (a) the Specifications for Merck the Alliance Compound; (b) the Clinical Quality Agreements; and (c) all Applicable Law, including cGMP and health, safety and environmental protections.
13.3 Without limiting the foregoing, each Party is responsible for obtaining all regulatory approvals (including facility licenses) that are required to Manufacture its Compound in accordance with Applicable Law (provided that for clarity, Vaccinex Checkmate shall be responsible for obtaining Regulatory Approvals for the Study as set forth in Section 3.3).
13.4 Vaccinex Pfizer does not undertake that the Study shall lead to any particular result, nor is the success of the Study guaranteed. Neither No Party accepts any responsibility for any use that the other Party may make of the Clinical Data and/or Sample Testing Results nor for advice or information given in connection therewith.
Appears in 1 contract
Samples: Clinical Trial Collaboration and Supply Agreement (Checkmate Pharmaceuticals, Inc.)