REPRESENTATIONS AND WARRANTIES OF GENZYME. Genzyme hereby represents and warrants to ABIOMED as follows:
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.
REPRESENTATIONS AND WARRANTIES OF GENZYME. Except as disclosed by Genzyme reasonably in advance of the Implementation Date for a Global AT3 Licensed Product, 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. Genzyme hereby represents and warrants to X4 that as of the Effective Date:
10.3.1 Genzyme or its Affiliate owns all right, title and interest in and to the Licensed Patents listed on Schedule 1.58, and, to Genzyme’s Knowledge, the Licensed Patents listed in Exhibit 1.58 are the only Patents Controlled by Genzyme that claim (specifically or generically) the composition, method of manufacture or method of use of any Licensed Compound;
10.3.2 Genzyme has not granted to any Affiliate or Third Party any rights in the Licensed Know-How or Licensed Patents that are inconsistent with the rights granted to X4 under this Agreement;
10.3.3 No Third Party has made or threatened in writing a claim of infringement or misappropriation with respect to the Licensed Compounds;
10.3.4 To Genzyme’s Knowledge, there is no infringement or misappropriation of any Licensed Patent or any Licensed Know-How by any Third Party;
10.3.5 All Licensed Patent Rights listed on Schedule 1.58 are existing and, to Genzyme’s Knowledge, no issued Patents which are part of Licensed Patent Rights listed on Schedule 1.58 are invalid or unenforceable;
10.3.6 There are no claims, judgment or settlements against Genzyme pending, or to Genzyme’s Knowledge, threatened, that invalidate or seek to invalidate the Licensed Patents;
10.3.7 Genzyme is not a party to any agreement with the U.S. Federal government or an agency thereof pursuant to which the U.S. Federal government or such agency provided funding for the development of a Licensed Compound;
REPRESENTATIONS AND WARRANTIES OF GENZYME. In connection with the purchase by Genzyme of the LLC Interest from GTC, Genzyme hereby makes the following representations and warranties to GTC.
REPRESENTATIONS AND WARRANTIES OF GENZYME. Genzyme represents and warrants to Biomatrix that (i) Genzyme is a corporation duly incorporated, validly existing and in good standing under the laws of the Commonwealth of Massachusetts and has the corporate power and authority to enter into this Agreement and to carry out its obligations hereunder; (ii) the execution and delivery of this Agreement by Genzyme and the consummation by Genzyme of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Genzyme and no other corporate proceedings on the part of Genzyme are necessary to authorize this Agreement or any of the transactions contemplated hereby; (iii) this Agreement has been duly executed and delivered by Genzyme and constitutes a legal, valid and binding obligation of Genzyme and, assuming this Agreement constitutes a legal, valid and binding obligation of Biomatrix, is enforceable against Genzyme in accordance with its terms except that any indemnification and contribution provisions may be limited by considerations of public policy; and (iv) any shares of Biomatrix Common Stock acquired upon exercise of the Option will not be acquired by Genzyme with a view to the public distribution thereof in violation of applicable law and Genzyme will not sell or otherwise dispose of such shares in violation of applicable law or this Agreement.
REPRESENTATIONS AND WARRANTIES OF GENZYME. In order to induce Bayer to enter into and perform this Agreement and to consummate the Contemplated Transactions, Genzyme hereby represents and warrants to Bayer, as of the date hereof and as of the Closing Date, that:
REPRESENTATIONS AND WARRANTIES OF GENZYME. In order to induce EXACT to enter into and perform this Agreement and to consummate the Transactions, Genzyme hereby represents and warrants to EXACT as follows:
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 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:
