REPRESENTATIONS AND WARRANTIES OF GENZYME. Genzyme hereby represents and warrants to ABIOMED as follows:
REPRESENTATIONS AND WARRANTIES OF GENZYME. In connection with the sale and assignment of the LLC Interest by Genzyme to GTC, Genzyme hereby makes the following representations and warranties to GTC.
REPRESENTATIONS AND WARRANTIES OF GENZYME. Except as provided in Schedule 10.1 (Disclosure Schedule) with respect to each Licensed Product, Genzyme represents and warrants to Alnylam that as of the Effective Date, for each Licensed Product:
10.1.1 Genzyme is the sole and exclusive owner of, or otherwise Controls, the Genzyme Technology, and all of the Genzyme Technology licensed to Alnylam hereunder that is solely and exclusively owned by Genzyme is free and clear of liens, charges or encumbrances other than licenses granted to Third CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934.
10.1.2 Genzyme has sufficient legal and/or beneficial title and ownership of, or sufficient license rights under, the Genzyme Technology to grant the licenses to such Genzyme Technology granted to Alnylam pursuant to this Agreement.
10.1.3 Schedule 1.2.51 sets forth a complete and accurate list of the Genzyme Patent Rights owned, either solely or jointly, by Genzyme. In the event that there are Genzyme Patent Rights existing as of the Effective Date other than those set forth in Schedule 1.2.51, the Parties will amend Schedule 1.2.51 to include such Genzyme Patent Rights.
10.1.4 Genzyme has sufficient legal or beneficial title and ownership of, or sufficient license rights under the Genzyme Know-How to transfer Know-How to Alnylam as provided in Section 2.2.1 (Scope of Transition Plan).
10.1.5 Genzyme Controls all Know-How and Patent Rights licensed to Genzyme under Genzyme In-Licenses. Without limiting the generality of the foregoing, Genzyme has obtained all necessary consents and fulfilled all necessary conditions, if any, to sublicense to Alnylam under this Agreement such Know-How and Patent Rights licensed to Genzyme under any Genzyme In-License.
10.1.6 Genzyme has obtained from all inventors of Genzyme Technology owned by Genzyme valid and enforceable agreements assigning to Genzyme each such inventor’s entire right, title and interest in and to all such Genzyme Technology.
10.1.7 There is no (a) claim, demand, suit, proceeding, arbitration, inquiry, investigation or other legal action of any nature, civil, criminal, regulatory or otherwise, pending or, to Genzyme’s knowledge, threatened against Genzyme or any of its Affiliates or (b) judgment...
REPRESENTATIONS AND WARRANTIES OF GENZYME. Except as disclosed in Genzyme’s Exercise Notice, Genzyme represents and warrants to Alnylam as of the Implementation Date for such Global AT3 Licensed Product that it is not a party to any agreement with a Third Party under which it Controls Know-How or Patent Rights that are sublicensed to Alnylam under this Agreement with respect to such Global AT3 Licensed Products.
REPRESENTATIONS AND WARRANTIES OF GENZYME. Except as disclosed in Genzyme’s Exercise Notice for a Regional Licensed Product, Genzyme represents and warrants to Alnylam as of the Implementation Date for such Regional Licensed Product that is not a party to any agreement with a Third Party under which it Controls Know-How or Patent Rights that are sublicensed to Alnylam under these Regional License Terms with respect to such Regional Licensed Product.
REPRESENTATIONS AND WARRANTIES OF GENZYME. 4 3.1. Authority for Agreement 4 3.2. Investment 4 3.3. Restrictions on Transferability 5 3.4. Experience 5 3.5. Brokerage 5
REPRESENTATIONS AND WARRANTIES OF GENZYME. [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. Genzyme represents and warrants as of the Signing Date as follows:
REPRESENTATIONS AND WARRANTIES OF GENZYME. Except as set forth on the disclosure schedule delivered by Genzyme to Biomatrix in the date hereof (the "GENZYME DISCLOSURE SCHEDULE"), the Section numbers of which are numbered to correspond to the Section numbers of this Agreement to which they refer, Genzyme and Merger Sub, jointly and severally, hereby make the following representations and warranties to Biomatrix:
REPRESENTATIONS AND WARRANTIES OF GENZYME. In connection with the purchase by Genzyme of the LLC Interest from BioMarin, Genzyme hereby makes the following representations and warranties to BioMarin.
REPRESENTATIONS AND WARRANTIES OF GENZYME. Except as disclosed in Genzyme’s Option Exercise Notice for a Co-Co Licensed Product, Genzyme represents and warrants to Alnylam as of the Implementation Date that it is not a party to any agreement with a Third Party under which it Controls Know-How or Patent Rights that are sublicensed to Alnylam under these Co-Co License Terms with respect to such Co-Co Licensed Product.
