Representations and Warranties of Celgene. Except as set forth on Schedule 8.4, Celgene hereby represents and warrants to Prothena, as of the Effective Date, that:
8.4.1 there are no claims, judgments, settlements, litigations, suits, actions, disputes, arbitration, judicial or legal administrative or other proceedings or governmental investigations pending or, to Celgene’s actual knowledge, threatened against Celgene which would reasonably be expected to adversely affect or restrict the ability of Celgene to consummate or perform the transactions contemplated under this Agreement.
Representations and Warranties of Celgene. CELGENE hereby represents and warrants to EPIZYME, as of the Effective Date, that:
(a) CELGENE has all rights, authorizations and consents necessary to grant all rights and licenses it purports to grant to EPIZYME with respect to the CELGENE IP under this Agreement;
(b) Neither CELGENE nor any of its Affiliates has granted any right or license to any Third Party relating to any of the CELGENE IP that would conflict with or limit the scope of any of the rights or licenses granted to EPIZYME hereunder;
(c) Neither CELGENE nor any of its Affiliates has granted any liens or security interests on the CELGENE IP and the CELGENE IP is free and clear of any mortgage, pledge, claim, security interest, covenant, easement, encumbrance, lien or charge of any kind;
(d) Neither CELGENE nor its Affiliates has received any written notice of any claim that any Patent or trade secret right owned or controlled by a Third Party would be infringed or misappropriated by the research, Development, Manufacture, or Commercialization of Compounds Directed to an Available Target or Selected Target (including Licensed Compounds), Licensed Products or Diagnostic Products by CELGENE, its Affiliates or Sublicensees as contemplated by this Agreement;
(e) There are no claims, judgments, settlements, litigations, suits, actions, disputes, arbitration, judicial or legal, administrative or other proceedings or governmental investigations pending or, to CELGENE’s knowledge, threatened against CELGENE which would be reasonably expected to materially affect or restrict the ability of CELGENE to consummate the transactions contemplated under this Agreement and to perform its material obligations under this Agreement, or which would affect in a material manner the CELGENE IP;
(f) To its knowledge, the CELGENE IP is not being infringed or misappropriated by any Third Party; and
(g) To the knowledge of [**].
Representations and Warranties of Celgene. Celgene represents and warrants to the Corporation as follows:
Representations and Warranties of Celgene. As of the Effective Date and as of the Closing Date, Celgene represents and warrants to BeiGene as follows:
Representations and Warranties of Celgene. Celgene hereby represents and warrants to Forma Inc., as of the Effective Date, that:
(a) neither Celgene nor its Affiliates has received any written notice of any claim that any Patent or trade secret right owned or controlled by a Third Party would be infringed or misappropriated by the research, development, manufacture, or commercialization of any Licensed Compound or Licensed Product by Celgene, its Affiliates or Sublicensees as currently contemplated by this Agreement; and
(b) there are no claims, judgments, settlements, litigations, suits, actions, disputes, arbitration, judicial or legal, administrative or other proceedings or governmental investigations pending to which it is a party or, to Celgene’s knowledge, threatened against Celgene which would be reasonably expected to materially affect or restrict the ability of Celgene to consummate the transactions contemplated under this Agreement and to perform its material obligations under this Agreement.
Representations and Warranties of Celgene. Celgene hereby represents and warrants to Jounce, as of the Effective Date, that:
9.3.1 there are no claims, judgments, settlements, litigations, suits, actions, disputes, arbitration, judicial or legal, administrative or other proceedings or governmental investigations pending to which it is a party or, to Celgene’s knowledge, threatened against Celgene which would be reasonably expected to adversely affect or restrict the ability of Celgene to consummate the transactions contemplated under this Agreement (including pursuant to a Development & Commercialization Agreement) and to perform its obligations under this Agreement;
9.3.2 Celgene has all rights, authorizations and consents (other than government consents, which are covered in Section 3.2) necessary to grant all rights and licenses it purports to grant to Jounce with respect to any intellectual property rights licensed to Jounce under this Agreement; and
9.3.3 Celgene RIVOT is a limited liability company organized under the laws of Delaware.
Representations and Warranties of Celgene. As an inducement for BLI to enter into this Agreement and the Distribution Agreement, Celgene represents and warrants to, and covenants with, BLI as follows:
Representations and Warranties of Celgene. Celgene hereby represents and warrants to Prothena, as of the Effective Date, that:
9.4.1 there are no claims, judgments, settlements, litigations, suits, actions, disputes, arbitration, judicial or legal administrative or other proceedings or governmental investigations pending or, to Celgene’s actual knowledge, threatened against Celgene which would reasonably be expected to adversely affect or restrict the ability of Celgene to consummate or perform the transactions contemplated under this Agreement (or pursuant to a U.S. License Agreement or Global License Agreement); and
9.4.2 Celgene is a limited liability company organized under the laws of Delaware and wholly owned by Celgene Switzerland SA, which is incorporated in, and a tax resident of, Switzerland. Celgene is disregarded as separate from its owner, Celgene Switzerland SA, for U.S. federal income tax purposes.
Representations and Warranties of Celgene. Celgene hereby represents and warrants to Prothena, as of the Effective Date, that:
9.4.1 there are no claims, judgments, settlements, litigations, suits, actions, disputes, arbitration, judicial or legal administrative or other proceedings or governmental investigations pending or, to Celgene’s actual knowledge, threatened against Celgene which would reasonably be expected to adversely affect or restrict the ability of Celgene to consummate or perform the transactions contemplated under this Agreement (or pursuant to a U.S. License Agreement or Global License Agreement); and
9.4.2 Celgene is a limited liability company organized under the laws of Delaware and wholly owned by Celgene Switzerland SA, which is incorporated in, and a tax resident of, Switzerland. Celgene is disregarded as separate from its owner, Celgene Switzerland SA, for U.S. federal income tax purposes. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
Representations and Warranties of Celgene. Celgene hereby represents and warrants as of the date hereof to the Company as follows:
(a) Organization; Authority. Celgene is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the applicable Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by Celgene and performance by Celgene of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Celgene. Each Transaction Document to which it is a party has been duly executed by Celgene, and when delivered by Celgene in accordance with the terms hereof, will constitute the valid and legally binding obligation of Celgene, enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application.
