Representations and Warranties of Fulcrum. Fulcrum hereby represents and warrants to xXxxxx that:
Representations and Warranties of Fulcrum. 18 SECTION 5.1 Corporate Organization..................................................................18 SECTION 5.2 Authority Relative to this Agreement....................................................18 SECTION 5.3 Consents and Approvals; No Violations...................................................19 SECTION 5.4 Disclosure..............................................................................19 ARTICLE VI
Representations and Warranties of Fulcrum. Fulcrum represents and warrants to Storybook and to each Shareholder, severally, as follows:
Representations and Warranties of Fulcrum. Fulcrum hereby represents and warrants to Acceleron that, as of the Effective Date:
8.2.1. to its knowledge after reasonable inquiry, neither (a) the practice of the Fulcrum Technology, nor (b) the conduct of the Fulcrum Research Activities, in each case ((a) and (b)), as contemplated under this Agreement, infringes any Patent Right or misappropriates the Know-How of any Third Party;
8.2.2. except as provided in this Agreement, including Section 7.1 (Ownership of Technology), the Fulcrum Technology is solely owned by Fulcrum or one of its Affiliates, free of any encumbrance, lien, or claim of ownership by any Third Party;
8.2.3. all current and former Fulcrum Representatives who have contributed to the creation or development of any Fulcrum Technology have executed and delivered to Fulcrum or one of its Affiliates an agreement regarding the protection of proprietary information (including Confidential Information and Know-How) and the assignment to Fulcrum or such Affiliate of any intellectual property that arises from such Representatives’ activities for Fulcrum or any of its Affiliates, and, to its knowledge, no current or former Representative is in violation of any such agreement;
8.2.4. except for Fulcrum Therapeutics Securities Corp., Fulcrum’s wholly owned subsidiary, it has no Affiliates that are controlled by it (with control being determined for this purpose in accordance with Section 1.11 (Affiliates));
8.2.5. no biological targets against which any compound in the Fulcrum Platform has activity are Excluded Targets pursuant to clause (a) of Section 3.3 (Research Targets; Excluded Targets; [**] Target Selection), and no more than [**] biological targets are Excluded Targets pursuant to clause (b) of Section 3.3 (Research Targets; Excluded Targets; [**] Target Selection); and
8.2.6. there is no action, claim, demand, suit, proceeding, arbitration, grievance, citation, summons, subpoena, inquiry or investigation of any nature, civil, criminal, regulatory or otherwise, in law or in equity, pending or, to its knowledge after reasonable inquiry, threatened against Fulcrum or any of its Affiliates, in each case relating to the activities or transactions contemplated by this Agreement or that would impair Fulcrum’s ability to perform its obligations under this Agreement.
Representations and Warranties of Fulcrum. Fulcrum hereby represents and warrants to MyoKardia that, as of the Effective Date:
8.2.1. to its knowledge, the practice of the Fulcrum Technology existing as of the Effective Date and the Platform Patent Rights existing as of the Effective Date (the “Existing Platform Patent Rights”) in the conduct of the Fulcrum Research Activities will not infringe any Patent Right or misappropriate any Know-How of any Third Party;
8.2.2. the Fulcrum Technology existing as of the Effective Date and Existing Platform Patent Rights are solely owned by Fulcrum or one of its Affiliates, free of any encumbrance, lien, or claim of ownership by any Third Party;
8.2.3. all current and former Fulcrum Representatives who have contributed to the creation or development of any Fulcrum Technology existing as of the Effective Date and Existing Platform Patent Rights have executed and delivered to Fulcrum or one of its Affiliates an agreement regarding the protection of proprietary information (including Confidential Information and Know-How) and the assignment to Fulcrum or such Affiliate of any intellectual property that arises from such Representatives’ activities for Fulcrum or any of its Affiliates, and, to its knowledge, no current or former Representative is in violation of any such agreement;
8.2.4. it has not granted any right or license to any Affiliate or Third Party that would be inconsistent with or conflict with MyoKardia’s rights hereunder, and there are no agreements or arrangements to which Fulcrum or any of its Affiliates is a party relating to Fulcrum Technology, Platform Patent Rights or the Fulcrum Platform that would (a) limit the rights granted to MyoKardia under this Agreement or (b) restrict or result in a restriction in MyoKardia’s ability to research, develop, make, have made, use, have used, sell, have sold, offer for sale, have offered for sale, import, have imported, export, have exported, distribute, have distributed, market, have marketed, promote, have promoted, or otherwise exploit the Molecules or Products in the Field in the Territory in accordance with this Agreement;
8.2.5. there is no action, claim, demand, suit, proceeding, arbitration, grievance, citation, summons, subpoena, inquiry or investigation of any nature, civil, criminal, regulatory or otherwise, in law or in equity, pending or, to its knowledge after reasonable inquiry, threatened against Fulcrum or any of its Affiliates, in each case relating to the activities or transactions contem...
