Common use of Representations and Warranties of Cellscript Clause in Contracts

Representations and Warranties of Cellscript. As of the Effective Date, Cellscript, on behalf of itself and its affiliates, hereby represents and warrants to Company that: 9.4.1 (a) Cellscript has provided Company a true and correct redacted copy of the Cellscript Sublicense Agreement (including exhibits and amendments thereto), which has been redacted with respect to amounts paid or payable by Cellscript to mRNA RiboTherapeutics for said sublicense and for milestones and other fees and royalties for Fields of Use not sublicensed to Company (e.g., the Ex Vivo Field of Use) and certain other terms and conditions that do not pertain to or are immaterial to Company’s rights herein, and (b) except for a separate license agreement from Penn to CELLSCRIPT, LLC related to certain patents pertaining to reprogramming to iPS cells (which are the Exhibit D Patents sublicensed to Company solely for the In Vivo Field of Use in Section 1.7 of this Agreement), there are no other license or sublicense agreements, written or verbal, between Penn and Cellscript or between Cellscript or any affiliate thereof and mRNA RiboTherapeutics or any affiliate thereof. 9.4.2 Neither mRNA RiboTherapeutics nor Cellscript, nor any affiliate thereof has granted any other license or sublicense in Field of Use B or given any covenant not to xxx for infringement of Patent Rights relating to the Penn License Agreement except for: (i) the Cellscript Sublicense Agreement, (ii) this Agreement, (iii) the mRNA RiboTherapeutics Sublicense Agreement, (iv) one Human In Vivo Therapeutics Field Sublicense from Cellscript (if any) that will be granted to a Third Party pursuant to Article 10 of this Agreement with respect to the Human In Vivo Therapeutics Field, and (v) one sublicense (if any) from mRNA RiboTherapeutics to said Third Party for the Diagnostic and Prognostic Field of Use. 9.4.3 Cellscript has not granted any liens or encumbrances in or to its rights in Patent Rights or the Cellscript Sublicense Agreement. 9.4.4 Cellscript has not breached or defaulted under any provision of the Cellscript Sublicense Agreement in any material respect or received any written notice from mRNA RiboTherapeutics of any claims for indemnification pursuant thereto. 9.4.5 To the knowledge of Cellscript, (a) there are no facts that would preclude Penn from having clear title to the Patent Rights or Exhibit D Patents, (b) there are no pending or threatened litigations, interferences, reexaminations, oppositions or like procedures involving Patent Rights or Exhibit D Patents, and (c) all of the issued patents within the Patent Rights or Exhibit D Patents are valid and enforceable, are in full force and effect and have not lapsed, expired or otherwise terminated. 9.4.6 Cellscript believes the terms and conditions of this Agreement are fully consistent with the terms and conditions of the Cellscript Sublicense Agreement and the Penn License Agreement. 9.4.7 Cellscript has not received any written notice of any claim by any person or entity challenging the sublicense rights of Cellscript or the validity or enforceability of the Patent Rights or Exhibit D Patents. 9.4.8 The Fields of Use sublicensed to Company in this Agreement are different and distinct from and do not overlap with the fields of use sublicensed to Company by mRNA RiboTherapeutics in the mRNA RiboTherapeutics Sublicense Agreement and any products researched, developed, manufactured or commercialized in fields of use granted under this Agreement are subject only to the payment and other obligations under this Agreement, and are not subject to payment and other obligations under the mRNA RiboTherapeutics Sublicense Agreement. 9.4.9 Cellscript believes that the representations and warranties of Cellscript in this Agreement, do not, taken as a whole: (i) contain any untrue statement of a material fact; or (ii) omit to state any material fact necessary to make the statements or facts contained therein, in light of the circumstances under which they were made, not misleading. Cellscript has not knowingly withheld any information with respect to the Cellscript Sublicense Agreement, the Penn License Agreement or the Patent Rights or Exhibit D Patents that would reasonably be expected to be material to Company’s decision to enter into this Agreement.

Representations and Warranties of Cellscript. As of the Effective Date, Cellscript, on behalf of itself and its affiliates, hereby represents and warrants to Company that: 9.4.1 (a) either Cellscript or mRNA RiboTherapeutics has provided Company with a copy of a true and correct redacted copy of the Cellscript Sublicense Agreement (including all exhibits and amendments thereto), which has been redacted only with respect to the numerical values of the compensation payable thereunder and certain terms and conditions that do not pertain to and that are immaterial to Company’s rights in the Sublicensed Fields of Use, (b) prior to the Effective Date, mRNA RiboTherapeutics has provided Company with an opportunity to view a copy of the Cellscript Sublicense Agreement (including all exhibits and amendments thereto) which is true, correct and complete except for being redacted only with respect to the amounts paid or payable by Cellscript to mRNA RiboTherapeutics for said sublicense and for the milestones and other fees and royalties payable by Cellscript for Fields of Use not sublicensed to Company (e.g., the Ex Vivo Field of Use; (c) either Cellscript or mRNA RiboTherapeutics has provided Company with a true and correct copy of the Penn License Agreement (including all exhibits and amendments thereto) which has been redacted only with respect to the numerical values of the compensation payable thereunder and certain other terms and conditions that do not pertain to or and that are immaterial to Company’s rights hereinin the Sublicensed Fields of Use or the fields of use sublicensed to Company under the mRNA RiboTherapeutics Sublicense Agreement, (d) prior to the Effective Date, mRNA RiboTherapeutics has provided Company with an opportunity to view a true and correct and copy of the Penn License Agreement (including all exhibits and amendments thereto) which has been redacted only with respect to [***], (d) except for [***], there is no other outstanding license, sublicense agreement, written or verbal, for Patent Rights in Field of Use B between Cellscript or mRNA RiboTherapeutics (or any affiliate thereof) on the one hand and Penn on the other hand, or between Cellscript (or any affiliate thereof) and mRNA RiboTherapeutics (or any affiliate thereof). (a) Neither Cellscript nor any affiliate thereof has [***]; (b) except for a separate license agreement from Penn to CELLSCRIPT, LLC related to certain patents pertaining to reprogramming to iPS cells (which are the Exhibit D Patents sublicensed to Company solely for the In Vivo Field of Use in Section 1.7 of this Agreement), there are no other license or sublicense agreements, written or verbal, between Penn and Cellscript or between Cellscript or any affiliate thereof and mRNA RiboTherapeutics or any affiliate thereof. 9.4.2 Neither mRNA RiboTherapeutics nor Cellscript, nor any affiliate thereof has granted any other license or sublicense in Field of Use B or given any covenant not to xxx for infringement of Patent Rights relating to the Penn License Agreement except for: (i) this Agreement to Company, (ii) the Cellscript Sublicense Agreement, (ii) this Agreement, ; (iii) the mRNA RiboTherapeutics Sublicense AgreementAgreement to Company, (iv) one Human In Vivo Therapeutics Field Sublicense from Cellscript (if any) that will be granted to a Third Party pursuant to Article 10 of this Agreement with respect to the Human In Vivo Therapeutics Field, [***]; and (vc) one sublicense (if any) from mRNA RiboTherapeutics to said Third Party for the Diagnostic and Prognostic Field of Use. 9.4.3 Cellscript has not granted any liens or encumbrances in or to its rights in Patent Rights or the Cellscript Sublicense Agreement. 9.4.4 9.4.3 Cellscript has not breached or defaulted under any provision of the Cellscript Sublicense Agreement in any material respect or received any written notice from mRNA RiboTherapeutics of any claims for indemnification pursuant thereto. 9.4.5 9.4.4 To the knowledge of Cellscript, (a) there are no facts that would preclude Penn from having clear title to the Patent Rights or Exhibit D PatentsRights, (b) there are no pending or threatened litigations, interferences, reexaminations, oppositions or like procedures involving any such Patent Rights or Exhibit D Patents, and (c) all of the issued patents within the Patent Rights or Exhibit D Patents are valid and enforceable, are in full force and effect and have not lapsed, expired or otherwise terminated. 9.4.6 9.4.5 Cellscript believes the terms and conditions of this Agreement are fully [***] consistent with the terms and conditions of the Cellscript Sublicense Agreement and the Penn License Agreement.; 9.4.7 9.4.6 Cellscript has not received any written notice of any claim by any person or entity challenging the sublicense rights of Cellscript or the validity or enforceability of the Patent Rights or Exhibit D PatentsRights. 9.4.7 [***] 9.4.8 The Fields of Use sublicensed to Company in this Agreement are different and distinct from and do not overlap with the fields of use sublicensed to Company by mRNA RiboTherapeutics in the mRNA RiboTherapeutics Sublicense Agreement and any products researched, developed, manufactured or commercialized in fields of use granted under this Agreement are subject only to the payment and other obligations under this Agreement, and are not subject to payment and other obligations under the mRNA RiboTherapeutics Sublicense Agreement. 9.4.9 Cellscript believes that the representations and warranties of Cellscript in this Agreement, do not, taken as a whole: , (i) contain any untrue statement of a material fact; or (ii) omit to state any material fact necessary to make the statements or facts contained therein, in light of the circumstances under which they were made, not misleading. Cellscript has not knowingly withheld any information with respect to the Cellscript Sublicense Agreement, the Penn License Agreement or the Patent Rights or Exhibit D Patents that would reasonably be expected to be material to Company’s decision to enter into this Agreement.