Representations and Warranties of BMS. 9.2.1 BMS represents and warrants to Elixir that to the best of its knowledge that as of the Effective Date (i) there is no pending litigation which alleges, or any written communication alleging, that BMS-* or any Licensed Compound or BMS’ activities with respect to the BMS Patent Rights or BMS-* Patent Rights or BMS-* or the Licensed Compounds have infringed or misappropriated any of the intellectual property rights of any Third Party, and BMS has notified Elixir of all Third Party patent rights of which BMS is aware that are related to the foregoing activities, (ii) all fees required to be paid by BMS in order to maintain the BMS Patent Rights have been paid to date, and none of such BMS Patent Rights have been abandoned or cancelled for failure to prosecute or maintain them, (iii) it has not nor has any of its Affiliates previously assigned, transferred, licensed, conveyed or otherwise encumbered any of its, or its Affiliates’, right, title and interest in the BMS Patent Rights or the BMS Know-How, (iv) BMS (and none of its Affiliates) owns all right, title and interest in and to the BMS Patent Rights, (v) there is no technical information or know-how Controlled by an Affiliate of BMS that would * Confidential Treatment Requested qualify as “BMS Know-How” if it were Controlled by BMS instead of an Affiliate of BMS, (vi) Appendix 1 and Appendix 5 set forth all patent rights that are necessary for the manufacture, Development and/or Commercialization of Licensed Compounds and/or Licensed Products, and BMS-*, respectively, that are owned or otherwise Controlled by BMS or its Affiliates as of the Effective Date.
9.2.2 BMS represents and warrants to Elixir (i) that it will supply all material information related to any Licensed Compound or Licensed Product of which it or any of its Affiliates is aware in accordance with Section 4.1 and 4.2, and (ii) that, as of the Effective Date, it and its Affiliates each has discontinued its internal GHS receptor agonist drug discovery and development programs and that it and each of its Affiliates has no active internal programs for the discovery or development of GHS receptor agonists or other Competitive Compound(s) as of the Effective Date. Subject to the exclusive rights granted to Elixir under Article 2 and subject to the restrictions on use of BMS Know-How and other of Elixir’s Confidential Information under Article 11, BMS will not be restricted from pursuing a GHS receptor agonist drug discovery or development p...
Representations and Warranties of BMS. BMS represents and warrants to the Company, as of the Effective Date, that ERS is a wholly owned subsidiary of BMS and that ERS owns or controls all or substantially all of BMS's pharmaceutical business in the U.S.
Representations and Warranties of BMS. Except as set forth in EXHIBIT 5.5, BMS hereby represents and warrants to DURA that:
Representations and Warranties of BMS. 9.2.1 BMS represents and warrants to Sunesis that to the best of its knowledge (i) there is no pending litigation which alleges, or any written communication alleging, that any Licensed Compound or BMS’ activities with respect to the BMS Patent Rights or the Licensed Compounds have infringed or misappropriated any of the intellectual property rights of any Third Party; (ii) all fees [*] Certain information on this page has been redacted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
Representations and Warranties of BMS. BMS represents and warrants to Purchaser, as of the Closing Date, as follows:
Representations and Warranties of BMS. 9.2.1. BMS represents and warrants to Pharmacopeia that as of the Effective Date, to the actual knowledge of BMS: (i) there is no pending litigation which alleges, or any written communication alleging, that BMS’ activities with respect to the BMS Core Patent Rights or the Licensed Compounds have infringed or misappropriated any of the intellectual property rights of any Third Party, and (ii) all fees (including legal fees) required to be paid by BMS in order to maintain the BMS Core Patent Rights have been paid to date.
9.2.2. BMS represents and warrants that it has not previously assigned, transferred, conveyed or licensed (or granted an option to assign, transfer, convey or license) its right, title and interest in the BMS Core Patent Rights or the BMS Know-How.
9.2.3. BMS represents and warrants to Pharmacopeia that as of the Effective Date, it has discontinued its internal drug discovery and development programs for DARA compounds and that it has no active internal programs for the discovery or development of DARA compounds as of the Effective Date.
9.2.4. BMS represents and warrants to Pharmacopeia that as of the Effective Date, to the actual knowledge of its in-house patent counsel, other than the BMS Core Patent Rights, BMS does not Control any patent(s) or patent application(s) that is reasonably necessary for the Development or Commercialization of any Listed Compound and that claims the composition of matter of any Listed Compound or a method of manufacture or use of any Listed Compound.
Representations and Warranties of BMS. Except, in each case, (i) as set forth in the Schedules attached hereto (provided that the disclosure in any Schedule shall qualify only (a) the corresponding section or subsection of this Agreement and (b) any other section or subsection of this Agreement only to the extent it is reasonably apparent from a read of the text of such disclosure that such disclosure is applicable to such other section or subsection of this Agreement), and (ii) as to any matter, effect, state of affairs or fact caused by or resulting from any act or omission on the part of Purchaser or its Affiliates, or any Third Party acting on behalf of Purchaser or its Affiliates, during the Collaboration Term, BMS hereby represents and warrants to Purchaser as of the date hereof, as of the Effective Date and, except to the extent otherwise specified within the text of the applicable representation or warranty, as of the Purchase Closing Date, as follows:
Representations and Warranties of BMS. Except as otherwise specifically contemplated by this Agreement, BMS hereby represents and warrants as of the date hereof to Immunome that:
Representations and Warranties of BMS. BMS hereby makes the following representations and warranties to the Purchaser, each of which is true and correct as of the date hereof and as of the Closing Date.
Representations and Warranties of BMS. As of the Execution Date, BMS hereby makes in favor of Zymo the representations, warranties and covenants set forth below.
