Common use of Representations and Warranties of BMS Clause in Contracts

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 program at any time following the Effective Date, provided however, that BMS shall not initiate human clinical trials for any internally discovered GHS receptor agonist within two (2) years following the Effective Date. For clarification, the foregoing restriction on BMS shall not apply to any GHS receptor agonist that is acquired from or through a Third Party, for example, through in-license, acquisition or merger.

Representations and Warranties of BMS. BMS represents, warrants and covenants to ITI that: 9.2.1 BMS represents and warrants to Elixir that to the best actual knowledge of its knowledge that in-house patent department and legal department, as of the Effective Date (i) Date, 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) ; 9.2.2 all fees required to be paid by BMS in order to maintain the BMS Patent Rights have been paid as of the Effective Date; 9.2.3 as of the Effective Date, BMS has good and valid title 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-HowHow existing as of the Effective Date, (iv) free and clear of any encumbrance, lien, mortgage, charge, restriction or liability of any kind whatsoever, whether equitable or legal, that would conflict with or impair the rights granted to ITI under this Agreement or that would require the payment by ITI of any royalty to any Third Party, including, without limitation, any person or entity listed on Appendix 8; 9.2.4 it has not granted, and shall not grant during the term of this Agreement, any right to any Third Party relating to the BMS (Patent Rights or the BMS Know-How that would conflict with the rights granted to ITI under this Agreement; 9.2.5 BMS has the right to grant to ITI the rights and none of its Affiliates) owns all right, title and interest licenses in and to the BMS Patent Rights, (v) there is no technical information Rights or know-how Controlled by an Affiliate of BMS that would * Confidential Treatment Requested qualify as “the BMS Know-How” if it were Controlled by BMS instead of an Affiliate of BMS, (vi) Appendix 1 and Appendix 5 How as set forth all patent rights that are necessary for in this Agreement; 9.2.6 to 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 actual knowledge of its Affiliates is aware in accordance with Section 4.1 in-house patent department and 4.2, and (ii) thatlegal department, 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 the manufacture of the Licensed Compounds identified in Appendix 4 does not infringe or misappropriate the intellectual property rights of any Third Party; 9.2.7 to the actual knowledge of its Affiliates has no active internal programs for the discovery or development of GHS receptor agonists or other Competitive Compound(s) in-house patent department and legal department, as of the Effective Date. Subject , BMS has not received any written request or demand from any Third Party (or, to the exclusive actual knowledge of its in-house patent department and legal department, any other request or demand from any Third Party) for the licensing of any intellectual property rights granted to Elixir under Article 2 and subject of such party in connection with the development, manufacture or commercialization of the Licensed Compounds identified in Appendix 4; 9.2.8 to the restrictions on use actual knowledge of BMS Knowits in-How house patent department and other legal department, as of Elixir’s Confidential Information under Article 11, BMS will not be restricted from pursuing a GHS receptor agonist drug discovery or development program at any time following the Effective Date, provided howevernone of the BMS Patent Rights is involved in any interference or opposition proceeding, that and BMS shall has not initiate human clinical trials for received any internally discovered GHS receptor agonist within two written request, demand or notice from any Third Party (2including the United States Patent and Trademark Office) years following threatening or disclosing such a proceeding with respect to any of the BMS Patent Rights; and 9.2.9 to the actual knowledge of its in-house patent department and legal department, except as set forth in Appendix 8, as of the Effective Date, BMS has not received any statement or assertion that (i) any claim in any of the BMS Patent Rights is, or may be or Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. For clarificationbecome rendered, invalid or unenforceable, (ii) any Third Party is aware of any basis as to the foregoing restriction on future potential invalidity or unenforceability of any claim of any of the BMS shall Patent Rights, or (iii) the BMS Patent Rights do not apply to any GHS receptor agonist that is acquired from or through a Third Party, for example, through in-license, acquisition or mergerlist all required inventors.

Representations and Warranties of BMS. 9.2.1 BMS represents and warrants to Elixir that to the best of its knowledge Ambit that as of the Effective Date Date, to the reasonable knowledge of its in-house patent counsel, (i) there is no pending litigation which alleges, or any communication, written communication or otherwise, alleging, that BMS-* or any Licensed Compound or BMS’ activities with respect to the practice of 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 itslicensed (or granted an option to assign, transfer, convey or license) its Affiliates’, right, title and interest in the BMS Core Patent Rights or the BMS Know-How, and (iv) BMS (and none it is not aware of its Affiliates) owns all right, title and interest in and to the any facts that would render or potentially render any BMS Patent Rights, (v) there is no technical information Rights invalid 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 Dateunenforceable. 9.2.2 BMS represents and warrants to Elixir Ambit that as of the Effective Date, to the reasonable knowledge of its in-house patent counsel, (i) other than the patents and patent applications subject to Section 2.1.3 and the BMS Patent Rights, BMS does not Control any patent(s) or patent application(s) that it will supply all material information related to is reasonably necessary for the Development or Commercialization of any Licensed Compound or Licensed Product and that claims or discloses the composition of which it matter of any Licensed Compound or a method of manufacture or use of any of its Affiliates is aware in accordance with Section 4.1 and 4.2Licensed Compound or Licensed Product, and (ii) that, none of the patents and patent applications subject to Section 2.1.3 contain any claims that would be sub-generic claims if included in any of the BMS Core Patent Rights. 9.2.3 BMS represents and warrants that as of the Effective DateDate it is not knowingly employing, it and its Affiliates each either as an employee or Affiliate or Third Party contractor or in any other capacity, the services of any Person which 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 been debarred under Section 306 of the Effective Date. Subject Act, 21 USC Section 335a(a) or (b), or similar local law in connection with the conduct of activities related to the exclusive rights granted to Elixir under Article 2 and subject Licensed Compound or Licensed Product. In the event BMS becomes aware or receives notice of any such debarment of any such Person in connection with the conduct of activities relating to the restrictions on use of BMS Know-How and other of Elixir’s Confidential Information under Article 11Licensed Compound or Licensed Product, BMS will not be restricted from pursuing a GHS receptor agonist drug discovery or development program at any time following the Effective Date, provided however, that BMS shall not initiate human clinical trials for any internally discovered GHS receptor agonist within two (2) years following the Effective Date. For clarification, the foregoing restriction on BMS shall not apply to any GHS receptor agonist that is acquired from or through a Third Party, for example, through in-license, acquisition or mergernotify Ambit immediately.

Representations and Warranties of BMS. 9.2.1 BMS represents and warrants to Elixir that to the best of its knowledge that Company that, as of the Effective Date Date: (ia) there is no pending litigation, or litigation that has been threatened in writing, which alleges, or any written communication alleging, that BMS-* or any Licensed Compound or BMS’ activities activities, or its licensees’ activities, with respect to the BMS Patent Rights research, Development or BMS-* Patent Rights or BMS-* or manufacture of the Licensed Compounds Lead Adnectin prior to the Effective Date have infringed or misappropriated misappropriated, or would infringe or misappropriate, any of the intellectual property rights of any Third Party, and BMS has notified Elixir of all (b) no Third Party has challenged in writing the ownership, scope, duration, validity, enforceability, priority or right to use any Adnectin Platform Patent Rights or the BMS Patent Rights listed in Appendix 1b (including, by way of example, through the institution of or written threat of institution of interference, inter partes review, reexamination, protest, opposition, nullity or similar invalidity proceeding before the United States Patent and Trademark Office or any foreign patent rights of which BMS is aware that are related to the foregoing activitiesauthority or court), (iic) all fees required to be paid by BMS in any jurisdiction in order to maintain the BMS Patent Rights have licensed to Company hereunder and listed in Appendix 1b have, to BMS’ Knowledge, been timely paid as of the Effective Date and, to dateBMS’ Knowledge, and none of the claims included in any issued patents included in such BMS Patent Rights have been abandoned or cancelled for failure to prosecute or maintain themare in full force and effect as of the Effective Date, (iiid) it BMS has not nor has any of its Affiliates previously assigned, transferred, licensed, conveyed or otherwise encumbered any of itsconveyed, or granted any license or other rights to its Affiliates’, right, title and interest in the Adnectin Platform Patent Rights, BMS Patent Rights or the BMS Know-How, that in any way that would materially conflict with or materially limit the scope of any of the rights or licenses granted to Company hereunder, (ive) BMS (and none of its Affiliates) owns all BMS’ right, title and interest to all the Adnectin Platform Patent Rights and BMS Patent Rights listed in Appendix 1b are free of any lien or security interest, (f) except for the Adnectin Platform Patent Rights 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 Rights set forth all patent rights in Appendix 1b, BMS and its Affiliates do not own or control any other Patent Rights that are necessary for the manufactureor, 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, BMS’ reasonable belief 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 reasonably useful to carry out the discovery or development of GHS receptor agonists or other Competitive Compound(s) as Development of the Effective Date. Subject to Lead Adnectin and/or Licensed Products containing the exclusive rights granted to Elixir under Article Lead Adnectin as contemplated by the Development Plan attached as Appendix 2 hereto, and (g) subject to Section 3.1.2, to BMS’ Knowledge, the restrictions on use of documents, data and information that are included in the BMS Know-How and other transferred to Company pursuant to Section 3.1 constitute all of Elixir’s Confidential Information under Article 11, the Know-How owned or Controlled by BMS will not be restricted from pursuing a GHS receptor agonist drug discovery or development program at any time following the Effective Date, provided however, that BMS shall not initiate human clinical trials for any internally discovered GHS receptor agonist within two (2) years following the Effective Date. For clarification, the foregoing restriction on BMS shall not apply to any GHS receptor agonist that is acquired from reasonably necessary or through a Third Party, useful for example, through in-license, acquisition the Development or mergermanufacture of the Lead Adnectins in accordance with the terms of this Agreement.

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 Date: (a) BMS is the sole owner of the BMS Patent Rights, clear of all liens, and has the right to grant to ZAI the rights and licenses granted hereunder; (b) To BMS’ knowledge, (i) there is no pending or threatened litigation or arbitration 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 Compound have infringed or misappropriated any of the intellectual property rights of any Third PartyParty with respect to the Partner Territory, 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 there is no pending or threatened re-examination, opposition, interference or litigation, or any written communication alleging that any BMS Patent Rights have been paid to dateis invalid or unenforceable anywhere in the Partner Territory; (c) To BMS’ knowledge, the manufacture, Development or Commercialization of the Licensed Compound does not and none of such BMS Patent Rights have been abandoned or cancelled for failure to prosecute or maintain them, (iii) it has will not nor has any of its Affiliates previously assigned, transferred, licensed, conveyed infringe or otherwise encumbered conflict with any intellectual property rights or other rights of its, or its Affiliates’, right, title and interest any Third Party in the Partner Territory; (d) BMS is not aware of any infringement or misappropriation of any BMS Patent Rights or any BMS Know-How by any Third Party in the Partner Territory; (e) BMS (and to its knowledge any Third Party acting under its authority) has complied with all Applicable Laws in connection with its development of the Licensed Compounds (including information and data provided to Regulatory Authorities); (f) BMS has not granted, and will not grant during the Term, any rights in the BMS Patents and/or the BMS Know-HowHow that are inconsistent with the rights granted to ZAI under this Agreement; and [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. (ivg) BMS (and none of its Affiliates) owns all rightTo BMS’s knowledge, title and interest in and to other than the BMS Patent Rights, (v) there BMS does not Control any Patent that 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 reasonably necessary for the manufacture, Development and/or 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 in the Partner Territory or that Covers (i) the composition of which it matter of the Licensed Compound or any of its Affiliates is aware in accordance with Section 4.1 and 4.2Licensed Product, and or (ii) that, as a method of manufacture or use of the Effective Date, it and its Affiliates each has discontinued its internal GHS receptor agonist drug discovery and development programs and Licensed Compound or Licensed Product. If BMS identifies any Patent that it and each Controls after the Effective Date which is necessary for the Development or Commercialization of the Licensed Compound or Licensed Product in the Partner Territory or that Covers (A) the composition of matter of the Licensed Compound, or (B) a method of manufacture or use of the Licensed Compound or Licensed Product, then such Patent shall automatically be added to the list of BMS Patent Rights. (h) All of its Affiliates has no active internal programs for the discovery or development of GHS receptor agonists or other Competitive Compound(s) as activities related to its use of the Effective Date. Subject to the exclusive rights granted to Elixir under Article 2 BMS Patent Rights and subject to the restrictions on use of BMS Know-How How, and other the manufacture, Development and Commercialization of Elixir’s Confidential Information under Article 11the Licensed Compounds and Licensed Product(s), BMS will not be restricted from pursuing a GHS receptor agonist drug discovery or development program at any time following the Effective Date, provided however, that BMS pursuant to this Agreement shall not initiate human clinical trials for any internally discovered GHS receptor agonist within two (2) years following the Effective Date. For clarification, the foregoing restriction on BMS shall not apply to any GHS receptor agonist that is acquired from or through a Third Party, for example, through in-license, acquisition or mergercomply with all Applicable Law.

Representations and Warranties of BMS. 9.2.1 Except as set forth on Schedule 9.4, BMS hereby 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 Immatics that: 9.4.1 as of the Effective Date, (a) BMS has the full right and authority to grant all of the rights and licenses granted to Immatics (or purported to be granted to Immatics) hereunder; and (b) there are no claims, judgments, settlements, litigations, suits, actions, disputes, arbitration, judicial or legal administrative or other proceedings or governmental investigations pending or, to BMS’ knowledge, threatened against BMS which would reasonably be expected to adversely affect or restrict the ability of BMS to consummate or perform the transactions contemplated under this Agreement. 9.2.2 9.4.2 as of the date BMS represents provides a given BMS Potential Licensed Technology Disclosure Report pursuant to Section 2.2.1(c) or BMS Supplemental Licensed Technology Disclosure Report pursuant to Section 2.2.1(d), as applicable, to Immatics with respect to a given Immatics TCR (provided that (A) the following representations and warrants warranties shall only be made with respect to Elixir (i) that it will supply all material information related to any the specific BMS Potential Licensed Compound Technology disclosed in such BMS Potential Licensed Technology Disclosure Report or BMS Supplemental Licensed Product of which it or any of its Affiliates is aware in accordance with Section 4.1 and 4.2Technology Disclosure Report, as applicable, and (iiB) thatBMS shall have the right to notify Immatics in writing within [***] following the date BMS provides such BMS Potential Licensed Technology Disclosure Report or BMS Supplemental Licensed Technology Disclosure Report, as applicable, of any exceptions to the following representations and warranties), that: neither BMS nor its Affiliates have received any written notice of any claim that the use of the Effective DateBMS Potential Licensed Technology (identified in such BMS Potential Licensed Technology Disclosure Report or BMS Supplemental Licensed Technology Disclosure Report, 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 as applicable) for the discovery Development, Manufacture or development of GHS receptor agonists or other Competitive Compound(s) as Commercialization of the Effective Date. Subject applicable Immatics TCR as contemplated to the exclusive rights granted to Elixir be conducted under Article 2 and subject to the restrictions on use of BMS this Agreement would infringe or misappropriate any Patent or 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 (including any trade secret right) owned or development program at any time following the Effective Date, provided however, that BMS shall not initiate human clinical trials for any internally discovered GHS receptor agonist within two (2) years following the Effective Date. For clarification, the foregoing restriction on BMS shall not apply to any GHS receptor agonist that is acquired from or through controlled by a Third Party, for example, through in-license, acquisition or merger.

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 Date: (a) BMS is the sole owner of the BMS Patent Rights, clear of all liens, and has the right to grant to ZAI the rights and licenses granted hereunder; (b) To BMS’ knowledge, (i) there is no pending or threatened litigation or arbitration 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 Compound have infringed or misappropriated any of the intellectual property rights of any Third PartyParty with respect to the Partner Territory, 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 there is no pending or threatened re-examination, opposition, interference or litigation, or any written communication alleging that any BMS Patent Rights have been paid to dateis invalid or unenforceable anywhere in the Partner Territory; (c) To BMS’ knowledge, the manufacture, Development or Commercialization of the Licensed Compound does not and none of such BMS Patent Rights have been abandoned or cancelled for failure to prosecute or maintain them, (iii) it has will not nor has any of its Affiliates previously assigned, transferred, licensed, conveyed infringe or otherwise encumbered conflict with any intellectual property rights or other rights of its, or its Affiliates’, right, title and interest any Third Party in the Partner Territory; (d) BMS is not aware of any infringement or misappropriation of any BMS Patent Rights or any BMS Know-How by any Third Party in the Partner Territory; (e) BMS (and to its knowledge any Third Party acting under its authority) has complied with all Applicable Laws in connection with its development of the Licensed Compounds (including information and data provided to Regulatory Authorities); (f) BMS has not granted, and will not grant during the Term, any rights in the BMS Patents and/or the BMS Know-HowHow that are inconsistent with the rights granted to ZAI under this Agreement; and (g) To BMS’s knowledge, (iv) BMS (and none of its Affiliates) owns all right, title and interest in and to other than the BMS Patent Rights, (v) there BMS does not Control any Patent that 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 reasonably necessary for the manufacture, Development and/or 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 in the Partner Territory or that Covers (i) the composition of which it matter of the Licensed Compound or any of its Affiliates is aware in accordance with Section 4.1 and 4.2Licensed Product, and or (ii) thata [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. method of manufacture or use of the Effective Date, it and its Affiliates each has discontinued its internal GHS receptor agonist drug discovery and development programs and Licensed Compound or Licensed Product. If BMS identifies any Patent that it and each Controls after the Effective Date which is necessary for the Development or Commercialization of the Licensed Compound or Licensed Product in the Partner Territory or that Covers (A) the composition of matter of the Licensed Compound, or (B) a method of manufacture or use of the Licensed Compound or Licensed Product, then such Patent shall automatically be added to the list of BMS Patent Rights. (h) All of its Affiliates has no active internal programs for the discovery or development of GHS receptor agonists or other Competitive Compound(s) as activities related to its use of the Effective Date. Subject to the exclusive rights granted to Elixir under Article 2 BMS Patent Rights and subject to the restrictions on use of BMS Know-How How, and other the manufacture, Development and Commercialization of Elixir’s Confidential Information under Article 11the Licensed Compounds and Licensed Product(s), BMS will not be restricted from pursuing a GHS receptor agonist drug discovery or development program at any time following the Effective Date, provided however, that BMS pursuant to this Agreement shall not initiate human clinical trials for any internally discovered GHS receptor agonist within two (2) years following the Effective Date. For clarification, the foregoing restriction on BMS shall not apply to any GHS receptor agonist that is acquired from or through a Third Party, for example, through in-license, acquisition or mergercomply with all Applicable Law.

Representations and Warranties of BMS. 9.2.1 BMS represents and warrants to Elixir that to the best of its knowledge Pharmacopeia that as of the Effective Date Date, to the actual knowledge of BMS: (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 (including legal fees) required to be paid by BMS in order to maintain the BMS Patent Rights have been paid to date, . 9.2.2 BMS represents and none of such BMS Patent Rights have been abandoned or cancelled for failure to prosecute or maintain them, (iii) warrants that it has not nor has any of its Affiliates previously assigned, transferred, licensed, conveyed or otherwise encumbered any of itslicensed (or granted an option to assign, transfer, convey or license) 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 9.2.3 BMS represents and warrants to Elixir (i) Pharmacopeia 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 to the actual knowledge of its Affiliates each has discontinued its internal GHS receptor agonist drug discovery and development programs in-house patent counsel, other than the BMS Patent Rights, BMS does not Control any Patent that is reasonably necessary for the Development or Commercialization of any Listed Compound and that it Covers (i) the composition of matter of any Listed Compound, or (ii) a method of manufacture or use of any Listed Compound; provided that if any such Patents are identified, such Patents will be deemed to be BMS Other Patent Rights and each subject to the licenses granted to Pharmacopeia pursuant to Section 2.2. 9.2.4 BMS represents and warrants to Pharmacopeia that, to its actual knowledge, and without further inquiry, with respect to any and all INDs filed by or on behalf of its Affiliates BMS involving BMS564929 Compound, (i) all such INDs were timely filed and have not been withdrawn; (ii) other than the outstanding toxicology reports BMS has timely filed all responses to the appropriate Regulatory Authority with respect thereto (including any required Annual Reports); and (iii) there are no active internal programs for the discovery or development of GHS receptor agonists outstanding objections, rejections, warning letters or other Competitive Compound(s) enforcement or penalty actions pending or threatened with respect thereto by any Regulatory Authority. 9.2.6 BMS represents and warrants to Pharmacopeia that, to its actual knowledge, there are no Patents Controlled by BMS as of the Effective Date. Subject Date that, if licensed to the exclusive rights granted Pharmacopeia pursuant to Elixir under Article 2 and subject Section 2.8(b) would incur any obligation (including but not limited to the restrictions on use of a cash payment obligation) by 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 program at any time following the Effective Date, provided however, that BMS shall not initiate human clinical trials for any internally discovered GHS receptor agonist within two (2) years following the Effective Date. For clarification, the foregoing restriction on BMS shall not apply to any GHS receptor agonist that is acquired from or through a Third Party, for example, through in-license, acquisition or merger.