Common use of Representations and Warranties of Celgene Clause in Contracts

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 Celgene Corp. on behalf of itself and Celgene Alpine, and Celgene Alpine, on behalf of itself, hereby represents and warrants to EPIZYMESUTRO, as of the Original Effective Date, that: (a) CELGENE has all rights, authorizations and consents necessary to grant all rights and licenses it purports to grant to EPIZYME SUTRO with respect to the CELGENE Background IP under this Agreement; (b) Neither neither CELGENE nor any of its Affiliates has granted any right or license to any Third Party relating to any of the CELGENE Background IP that would conflict with or limit the scope of any of the rights or licenses granted to EPIZYME SUTRO hereunder; (c) Neither neither CELGENE nor any of its Affiliates has granted any liens or security interests on the CELGENE Background IP and the CELGENE Background IP is free and clear of any mortgage, pledge, claim, security interest, covenant, easement, encumbrance, lien or charge of any kind; (d) Neither 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, Developmentdevelopment, Manufacturemanufacture, or Commercialization commercialization of Compounds any BAC or ADC Directed to an Available any Target or Selected Target (including Licensed Compounds), Licensed Products or Diagnostic Products Combination by CELGENE, its Affiliates or Sublicensees as contemplated by this Agreement; (e) There 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 Background IP; (f) To to its knowledge, the CELGENE Background IP is not being infringed or misappropriated by any Third Party; and (g) To to its knowledge, except for the knowledge of [**]matter disclosed by CELGENE to SUTRO by email dated August 14, 2014, the CELGENE Background Know-How and CELGENE Binders do not infringe on any valid Third Party Patents or misappropriate any Third Party trade secrets.

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 [**]; and (h) CELGENE has not materially breached any term or condition of the Original Agreement.