Common use of Representations and Warranties of Licensor Clause in Contracts

Representations and Warranties of Licensor. Each Licensor represents and warrants to BMS that: (a) it has the full right, power, and corporate authority to enter into this Agreement and to make the covenants and grant the rights and licenses set forth in this Agreement, and that this Agreement is enforceable against it in accordance with its terms; (b) UM and the Navy are the joint owners of all right, title, and interest in and to U.S. Patent No. 6,685,941; (c) Repligen is the exclusive licensee with respect to Xxxxxxxx Patent Rights and Licensors jointly have the full legal right, power and ability to extend the rights and grant the exclusive licenses in, to and for the Xxxxxxxx Patent Rights to BMS as set forth in this Agreement; (d) Licensor is not a party to any agreement or other binding commitment or obligation of any kind, the terms of which (i) conflict with the covenants and obligations of Licensor under this Agreement or the rights granted by Licensor to BMS under this Agreement or (ii) derogates from the rights granted by Licensor to BMS in this Agreement or the ability of Licensor to perform its covenants and obligations under this Agreement; (e) except for the exclusive license granted by UM to Repligen, and the rights of HHMI under Section 2.2 of the License Agreement dated July 24, 2000 between Repligen and UM, as of the Effective Date, no Third Party holds any license and/or any option for a license and/or the grant of a covenant not to xxx, from UM with respect to the Xxxxxxxx Patent Rights; (f) as of the Effective Date, no Third Party holds any license and/or any option for a license and/or the grant of a covenant not to xxx, from Repligen with respect to the Xxxxxxxx Patent Rights, (g) it will not after the Effective Date enter into any agreements, contracts or other arrangements, or relinquish any rights, that would be inconsistent with or in conflict with or in derogation of BMS’s rights and licenses under this Agreement or Licensor’s obligations under this Agreement, except as provided in Section 8.1 and without limiting Section 8.2; (h) Xxxxx X. Xxxxxxxx (co-inventor of U.S. Patent No. 6,685,941) has assigned all of his rights with respect to the Xxxxxxxx Patent Rights to UM; (i) Xxxx X. June (co-inventor of U.S. Patent No. 6,685,941) has assigned all of his rights with respect to the Xxxxxxxx Patent Rights to The United States of America as represented by the Secretary of the Navy and/or UM; (j) Repligen and/or UM has entered into enforceable written agreement(s) with the Navy granting to Repligen exclusive rights with respect to the rights and interest of Xxxx X. June and the Navy with respect to the Xxxxxxxx Patent Rights which enables Licensors to grant the exclusive license to BMS under this Agreement, subject only to the rights retained by the Navy in accordance with the terms with the Navy License Agreement as modified by the Written Approval Letter; (k) no Third Party has any rights to enforce the Xxxxxxxx Patent Rights; (l) it has not entered into any agreements, or relinquished any rights, related to the Xxxxxxxx Patent Rights or Other Patents between March 5, 2008 and the Effective Date of this Agreement, with any Third Party, other than the Navy and except as provided in Section 8.1; (m) it will maintain, fully perform its obligations and will not relinquish any of its rights under any agreements existing as of the Effective Date granting or transferring any rights to it with respect to the Xxxxxxxx Patent Rights or Other Patents, except as provided in Section 8.1 and without limiting Section 8.2; (n) with respect to any and all agreements of Licensor through which Licensor has acquired or holds any rights to the Xxxxxxxx Patent Rights: the rights under each such agreement are and shall remain in full force and effect; Licensor has not committed any act or failed to do any act that would constitute a breach of the agreement or provide any Person with a right to terminate the agreement; and Licensor will provide BMS with any notice of default or deficiency received from any party to the agreement at least 20 days prior to the expiration of any period allowed to cure the default or deficiency, and thereafter BMS shall have the right (but not the obligation or responsibility) to cure the alleged default or deficiency and to deduct any payment made for that purpose from the next royalty payment(s) due to Repligen under Article 3 but only if such default or deficiency is cured through a monetary payment; (o) prior to the Effective Date it has obtained any necessary approval from HHMI to enter into and grant the rights and licenses to BMS under this Agreement; and (p) prior to the Effective Date Repligen has provided BMS with a copy of the Written Approval Letter.

Representations and Warranties of Licensor. Each Licensor hereby represents and warrants to BMS SNDC, that, as of the Effective Date: (a) it has Licensor is the full right, power, and corporate authority to enter into this Agreement and to make the covenants and grant the rights and licenses set forth in this Agreement, and that this Agreement is enforceable against it in accordance with its terms; (b) UM and the Navy are the joint owners owner of all right, title, and interest in and to (i) all Licensed Patent Rights not identified in Annex C as jointly owned and (ii) the Regulatory Files; (b) Subject to any rights of the U.S. government, Licensor is the joint owner with JHU of all Licensed Patent No. 6,685,941Rights identified in Annex C as being jointly owned; (c) Repligen is the exclusive licensee with respect Licensor has sufficient rights to Xxxxxxxx Patent Rights and Licensors jointly have the full legal right, power and ability to extend the rights and grant the exclusive licenses in, granted hereunder and the grant of such licenses does not and will not conflict with any agreement to and for which Licensor is a party or otherwise governing the Xxxxxxxx Patent Rights to BMS as set forth Licensed Intellectual Property in this Agreementany material respect; (d) Licensor To the knowledge of Licensor, no third party is not a party to engaging in any agreement activity that infringes or other binding commitment or obligation of any kind, misappropriates the terms of which (i) conflict with the covenants and obligations of Licensor under this Agreement or the rights granted by Licensor to BMS under this Agreement or (ii) derogates from the rights granted by Licensor to BMS in this Agreement or the ability of Licensor to perform its covenants and obligations under this AgreementLicensed Intellectual Property; (e) except for the exclusive license granted by UM to RepligenThe Licensed Intellectual Property have not been adjudged invalid or unenforceable in whole or part, and the rights of HHMI under Section 2.2 of the License Agreement dated July 24, 2000 between Repligen and UM, as of the Effective Date, no Third Party holds any license and/or any option for a license and/or the grant of a covenant not to xxx, from UM with respect to the Xxxxxxxx Patent Rightsknowledge of Licensor, is valid and enforceable; (f) as No Actions or Claims have been asserted, or are pending or threatened, against Licensor in writing alleging that the use of the Effective Date, no Third Party holds Licensed Intellectual Property misappropriates or infringes the intellectual property right of any license and/or any option for a license and/or the grant of a covenant not to xxx, from Repligen with respect to the Xxxxxxxx Patent Rights,third party; (g) it will not after To the Effective Date enter into any agreementsknowledge of Licensor, contracts or other arrangements, or relinquish any rights, that would be inconsistent with or in conflict with or in derogation of BMS’s rights and licenses under this Agreement or Licensor’s obligations under this Agreement, except as provided in Section 8.1 and without limiting Section 8.2; (h) Xxxxx X. Xxxxxxxx (co-inventor of U.S. Patent No. 6,685,941) has assigned all of his rights with respect to the Xxxxxxxx Patent Rights to UM; (i) Xxxx X. June (co-inventor of U.S. Patent No. 6,685,941) has assigned all of his rights with respect to the Xxxxxxxx Patent Rights to The United States of America as represented by the Secretary use of the Navy and/or UM; (j) Repligen and/or UM has entered into enforceable written agreement(s) with the Navy granting to Repligen exclusive rights with respect to the rights and interest of Xxxx X. June and the Navy with respect to the Xxxxxxxx Patent Rights which enables Licensors to grant the exclusive license to BMS under this Agreement, subject only to the rights retained by the Navy in accordance with the terms with the Navy License Agreement as modified by the Written Approval Letter; (k) no Third Party has any rights to enforce the Xxxxxxxx Patent Rights; (l) it has not entered into any agreements, or relinquished any rights, related to the Xxxxxxxx Patent Rights or Other Patents between March 5, 2008 and the Effective Date of this Agreement, with any Third Party, other than the Navy and except as provided in Section 8.1; (m) it will maintain, fully perform its obligations and will not relinquish any of its rights under any agreements Licensed Intellectual Property existing as of the Effective Date granting by SNDC in strict accordance with the licenses herein and other terms of this Agreement will not misappropriate or transferring infringe the intellectual property rights of any rights to it with respect to the Xxxxxxxx Patent Rights or Other Patents, except as provided in Section 8.1 and without limiting Section 8.2third party; (nh) with respect to any and all agreements of The Licensed Intellectual Property is the only intellectual property Licensor through which Licensor owns or has acquired or holds any rights to the Xxxxxxxx Patent Rights: the rights under each such agreement are and shall remain in full force and effect; Licensor has not committed any act or failed to do any act that would constitute a breach of the agreement or provide any Person with a right to terminate sublicense in the agreement; and Licensor will provide BMS with any notice of default or deficiency received from any party to Territory that covers the agreement at least 20 days prior to the expiration of any period allowed to cure the default or deficiency, and thereafter BMS shall have the right (but not the obligation or responsibility) to cure the alleged default or deficiency and to deduct any payment made for that purpose from the next royalty payment(s) due to Repligen under Article 3 but only if such default or deficiency is cured through a monetary payment; (o) prior to the Effective Date it has obtained any necessary approval from HHMI to enter into and grant the rights and licenses to BMS under this AgreementField; and (pi) prior [***] Notwithstanding the foregoing, to the Effective Date Repligen has provided BMS with a copy extent that any of the Written Approval Letterrepresentations and warranties in this Section 6.2 conflict with Section 7.7 of the JHU Agreement, Section 7.7 of the JHU Agreement shall govern.

Representations and Warranties of Licensor. Each Licensor Licensor, on behalf of itself and its Affiliates, represents and warrants to BMS that: , as of the Effective Date: (a) it has the full all requisite legal right, power, and corporate authority to enter into execute and deliver all documents required to be executed (including this Agreement Agreement), and to make the covenants perform all of its obligations under and grant the all rights and licenses set forth in this Agreement, and that this Agreement is enforceable against it in accordance with its terms; this Agreement; (b) UM it has good and marketable title to the Navy are the joint owners of Patents (including, without limitation, all right, title, and interest in the Patents and the right to U.S. xxx for past, present and future infringements thereof); Licensor has the legal right to grant the Patent No. 6,685,941; License set forth in Section 1.2 to RPX, and, subject to confidentiality provisions (if applicable), it has provided to RPX accurate and complete copies of all agreements under which it obtained by assignment or otherwise such title to the Patents; (c) Repligen is the exclusive licensee Patents are not subject to any licenses, covenants not to xxx, liens, security interests, or other encumbrances that would impair the rights granted hereunder, and, to the best of Licensor’s knowledge, except for the Patent License granted in Section 1 of this Agreement and any licenses, covenants not to xxx, liens, security interests, settlement agreements or other encumbrances identified in Exhibit F attached hereto, the Patents are not subject to any licenses, covenants not to xxx, liens, security interests, or other encumbrances; (d) to the best of Licensor’s knowledge, the inventions and discoveries described in the Patents were made solely by the inventor(s) named in the Patents, without misappropriation of any trade secrets, confidential information, or other rights of any person, and no other party has any rights with respect to Xxxxxxxx Patent Rights and Licensors jointly have any such inventions or to the full legal right, power and ability to extend the rights and grant the exclusive licenses in, to and for the Xxxxxxxx Patent Rights to BMS as set forth in this Agreement; (d) Licensor is not a party to any agreement or other binding commitment or obligation of any kind, the terms of which (i) conflict with the covenants and obligations of Licensor under this Agreement or the rights granted by Licensor to BMS under this Agreement or (ii) derogates from the rights granted by Licensor to BMS in this Agreement or the ability of Licensor to perform its covenants and obligations under this Agreement; Patents; (e) except for all maintenance fees, annuities and other payments owed to the exclusive license granted by UM to Repligen, PTO or any foreign patent office in connection with the Patents have been timely paid and the rights of HHMI under Section 2.2 of the License Agreement dated July 24, 2000 between Repligen and UM, are current as of the Effective Date, no Third Party holds any license and/or any option for a license and/or the grant of a covenant not to xxx, from UM with respect to the Xxxxxxxx Patent Rights; ; (f) as of the Effective Date, no Third Party holds any license and/or any option for a license and/or the grant of a covenant not to xxx, from Repligen with respect to the Xxxxxxxx Patent Rights, (g) it will not after the Effective Date enter into any agreements, contracts or other arrangements, or relinquish any rights, that would be inconsistent with or in conflict with or in derogation of BMS’s rights and licenses under this Agreement or Licensor’s obligations under this Agreement, except as provided in Section 8.1 and without limiting Section 8.2; (h) Xxxxx X. Xxxxxxxx (co-inventor of U.S. Patent No. 6,685,941) has assigned all of his rights with respect to the Xxxxxxxx Patent Rights to UM; (i) Xxxx X. June (co-inventor of U.S. Patent No. 6,685,941) has assigned all of his rights with respect to the Xxxxxxxx Patent Rights to The United States of America as represented by the Secretary of the Navy and/or UM; (j) Repligen and/or UM has entered into enforceable written agreement(s) with the Navy granting to Repligen exclusive rights with respect to the rights and interest of Xxxx X. June and the Navy with respect to the Xxxxxxxx Patent Rights which enables Licensors to grant the exclusive license to BMS under this Agreement, subject only to the rights retained by the Navy in accordance with the terms with the Navy License Agreement as modified by the Written Approval Letter; (k) no Third Party has any rights to enforce the Xxxxxxxx Patent Rights; (l) it has not entered and shall not enter into any agreements, agreement that would materially impair or relinquished any rights, related to the Xxxxxxxx Patent Rights or Other Patents between March 5, 2008 and the Effective Date of this Agreement, conflict with any Third Party, other than the Navy and except as provided in Section 8.1; (m) it will maintain, fully perform its obligations and will not relinquish any of its rights under any agreements existing as of the Effective Date granting or transferring any rights to it with respect to the Xxxxxxxx Patent Rights or Other Patents, except as provided in Section 8.1 and without limiting Section 8.2; hereunder; (n) with respect to any and all agreements of Licensor through which Licensor has acquired or holds any rights to the Xxxxxxxx Patent Rights: the rights under each such agreement are and shall remain in full force and effect; Licensor has not committed any act or failed to do any act that would constitute a breach of the agreement or provide any Person with a right to terminate the agreement; and Licensor will provide BMS with any notice of default or deficiency received from any party to the agreement at least 20 days prior to the expiration of any period allowed to cure the default or deficiency, and thereafter BMS shall have the right (but not the obligation or responsibility) to cure the alleged default or deficiency and to deduct any payment made for that purpose from the next royalty payment(s) due to Repligen under Article 3 but only if such default or deficiency is cured through a monetary payment; (o) prior to the Effective Date it has obtained any necessary approval from HHMI to enter into and grant the rights and licenses to BMS under this Agreement; and (p) prior to the Effective Date Repligen has provided BMS with a copy of the Written Approval Letter.g)

Representations and Warranties of Licensor. Each Licensor Licensor, on behalf of itself and its Affiliates, represents and warrants to BMS that, as of the Effective Date: (a) it has the full all requisite legal right, power, and corporate authority to enter into execute and deliver all documents required to be executed (including this Agreement Agreement) and to make the covenants perform all of its obligations under and grant the all rights and licenses set forth in accordance with this Agreement, and that this Agreement is enforceable against it has received all necessary approvals from its officers, directors and shareholders in accordance with law and any corporate governance documents, including, without limitation, any and all bylaws, shareholder agreements, management agreements, voting rights agreements and other corporate document applicable to Licensor or any of its termsAffiliates; (b) UM it has good and marketable title to the Navy are the joint owners of Patents (including, without limitation, all right, title, and interest in the Patents and the right to U.S. sxx for past, present and future infringements thereof); Licensor has the legal right to grant the Patent No. 6,685,941;License, Hxxxxx Patent License, releases and covenants not to sxx set forth in Section 1.2 and Section 1.3 to RPX and the other Entities identified in Section 1.2 and Section 1.3, and it has provided to RPX accurate and complete copies of all agreements in Licensor’s possession under which it obtained by assignment or otherwise such title to the Patents; EXECUTION VERSION RPX CONFIDENTIAL (c) Repligen is a complete list of all encumbrances, license agreements, covenants not to sxx, security interests, and settlement agreements that Licensor has granted under the exclusive licensee with respect to Xxxxxxxx Patent Rights and Licensors jointly have Patents in effect as of the full legal right, power and ability to extend the rights and grant the exclusive licenses in, to and for the Xxxxxxxx Patent Rights to BMS as set forth Effective Date in this Agreementprovided at Exhibit B; (d) Licensor is not a to the best of Licensor’s knowledge, the inventions and discoveries described in the Patents were made solely by the inventor(s) named in the Patents, without misappropriation of any trade secrets, confidential information, or other rights of any person, and no other party has any rights with respect to any agreement such inventions or other binding commitment or obligation of any kind, to the terms of which (i) conflict with the covenants and obligations of Licensor under this Agreement or the rights granted by Licensor to BMS under this Agreement or (ii) derogates from the rights granted by Licensor to BMS in this Agreement or the ability of Licensor to perform its covenants and obligations under this AgreementPatents; (e) it has not entered and shall not enter into any agreement that would materially impair or conflict with its obligations hereunder; (f) performance of this Agreement does not and will not conflict with or result in a breach of any agreement to which it is bound and will not violate any applicable law or regulation; (g) to the best of Licensor’s knowledge, other than certain claims of United States Patent Nos. 6,980,564; 5,581,599; and 6,614,899, no patent claim in the Patents has been adjudicated to be invalid or unenforceable, in whole or in part, for any reason, in any administrative, arbitration, or judicial proceeding before a tribunal of competent jurisdiction, and Licensor has not received notice from any third party threatening the filing of any such proceeding except for the exclusive license granted by UM to Repligen, and the rights of HHMI under Section 2.2 of the License Agreement dated July 24, 2000 between Repligen and UM, as any notice from any Licensor Litigation Defendant in connection with a Licensor Litigation; and (h) As of the Effective Date, no Third Party holds Licensor and its Affiliates do not own any license and/or any option for a license and/or the grant of a covenant not to xxxright, from UM with respect to the Xxxxxxxx Patent Rights; (f) as of the Effective Date, no Third Party holds any license and/or any option for a license and/or the grant of a covenant not to xxx, from Repligen with respect to the Xxxxxxxx Patent Rights, (g) it will not after the Effective Date enter into any agreements, contracts title or other arrangementsinterest in, or relinquish have exclusive license rights under, any rights, that would be inconsistent with patents or in conflict with or in derogation of BMS’s rights and licenses under this Agreement or Licensor’s obligations under this Agreement, except as provided in Section 8.1 and without limiting Section 8.2; (h) Xxxxx X. Xxxxxxxx (co-inventor of U.S. Patent No. 6,685,941) has assigned all of his rights with respect to patent applications other than the Xxxxxxxx Patent Rights to UM;Patents listed on Exhibit A-1; and (i) Xxxx X. June (co-inventor of U.S. Patent No. 6,685,941) has assigned all of his rights with respect to the Xxxxxxxx Patent Rights to The United States of America as represented by the Secretary of the Navy and/or UM; (j) Repligen and/or UM has entered into enforceable written agreement(s) with the Navy granting to Repligen Licensor and its Affiliates have never sold, assigned, or transferred any patents or patent applications, or otherwise granted any exclusive rights with respect to the rights and interest of Xxxx X. June and the Navy with respect to the Xxxxxxxx Patent Rights which enables Licensors to grant the exclusive license to BMS any third party under this Agreement, subject only to the rights retained by the Navy in accordance with the terms with the Navy License Agreement as modified by the Written Approval Letter; any patents or patent applications (k) no Third Party has any rights to enforce the Xxxxxxxx Patent Rights; (l) it has not entered into any agreements, or relinquished any rights, related to the Xxxxxxxx Patent Rights or Other Patents between March 5, 2008 and the Effective Date of this Agreement, with any Third Party, other than the Navy and except as provided in Section 8.1; (m) it will maintain, fully perform its obligations and will not relinquish any of its rights under any agreements existing as of the Effective Date granting or transferring any rights transfers to it with respect to the Xxxxxxxx Patent Rights or Other Patents, except as provided in Section 8.1 and without limiting Section 8.2; (n) with respect to any and all agreements of Licensor through which Licensor has acquired or holds any rights to the Xxxxxxxx Patent Rights: the rights under each such agreement are and shall remain in full force and effect; Licensor has not committed any act or failed to do any act that would constitute a breach of the agreement or provide any Person with a right to terminate the agreement; and Licensor will provide BMS with any notice of default or deficiency received from any party to the agreement at least 20 days prior to the expiration of any period allowed to cure the default or deficiency, and thereafter BMS shall have the right (but not the obligation or responsibility) to cure the alleged default or deficiency and to deduct any payment made for that purpose from the next royalty payment(s) due to Repligen under Article 3 but only if such default or deficiency is cured through a monetary payment; (o) prior to the Effective Date it has obtained any necessary approval from HHMI to enter into and grant the rights and licenses to BMS under this Agreement; and (p) prior to the Effective Date Repligen has provided BMS with a copy of the Written Approval LetterAffiliates).

Representations and Warranties of Licensor. Each Licensor represents and warrants to BMS that, as of the Effective Date: (a) it has the full all requisite legal right, power, and corporate authority to enter into execute and deliver all documents required to be executed (including this Agreement Agreement) and to make the covenants perform all of its obligations under and grant the all rights and licenses set forth in accordance with this Agreement, and that this Agreement is enforceable against it has received all necessary approvals from its officers, directors and shareholders in accordance with law and any corporate governance documents, including, without limitation, any and all bylaws, shareholder agreements, management agreements, voting rights agreements and other corporate document applicable to Licensor or any of its termsAffiliates; (b) UM it has good and marketable title to the Navy are the joint owners of Patents (including, without limitation, all right, title, and interest in the Patents and the right to U.S. sxx for past, present and future infringements thereof); Licensor has the legal right to grant the Patent No. 6,685,941License, Litigation Patent License, releases and covenants not to sxx set forth in Section 1.2 and Section 1.3 to RPX and the other Entities identified in Section 1.2 and Section 1.3, and it has provided to RPX accurate and complete copies of all agreements in Licensor’s possession under which it obtained by assignment or otherwise such title to the Patents; (c) Repligen is a complete list of all encumbrances, license agreements, covenants not to sxx, security interests, and settlement agreements that Licensor has granted under the exclusive licensee with respect to Xxxxxxxx Patent Rights and Licensors jointly have Patents in effect as of the full legal right, power and ability to extend the rights and grant the exclusive licenses in, to and for the Xxxxxxxx Patent Rights to BMS as set forth Effective Date in this Agreementprovided at Exhibit D; (d) Licensor is not a to the best of Licensor’s knowledge, the inventions and discoveries described in the Patents were made solely by the inventor(s) named in the Patents, without misappropriation of any trade secrets, confidential information, or other rights of any person, and no other party has any rights with respect to any agreement such inventions or other binding commitment or obligation of any kind, to the terms of which (i) conflict with the covenants and obligations of Licensor under this Agreement or the rights granted by Licensor to BMS under this Agreement or (ii) derogates from the rights granted by Licensor to BMS in this Agreement or the ability of Licensor to perform its covenants and obligations under this AgreementPatents; (e) it has not entered and shall not enter into any agreement that would materially impair or conflict with its obligations hereunder; (f) performance of this Agreement does not and will not conflict with or result in a breach of any agreement to which it is bound and will not violate any applicable law or regulation; (g) to the best of Licensor’s knowledge, other than United States Patent No. 6,980,564, no patent claim in the Patents has been adjudicated to be invalid or unenforceable, in whole or in part, for any reason, in any administrative, arbitration, or judicial proceeding before a tribunal of competent jurisdiction, and Licensor has not received notice from any third party threatening the filing of any such proceeding except for the exclusive license granted by UM to Repligen, and the rights of HHMI under Section 2.2 of the License Agreement dated July 24, 2000 between Repligen and UM, as any notice from any Licensor Litigation Defendant in connection with a Licensor Litigation; and (h) As of the Effective Date, no Third Party holds Licensor does not own any license and/or any option for a license and/or the grant of a covenant not to xxxright, from UM with respect to the Xxxxxxxx Patent Rights; (f) as of the Effective Date, no Third Party holds any license and/or any option for a license and/or the grant of a covenant not to xxx, from Repligen with respect to the Xxxxxxxx Patent Rights, (g) it will not after the Effective Date enter into any agreements, contracts title or other arrangementsinterest in, or relinquish have exclusive license rights under, any rights, that would be inconsistent with patents or in conflict with or in derogation of BMS’s rights patent applications other than the Patents and licenses under this Agreement or Licensor’s obligations under this Agreement, except as provided in Section 8.1 and without limiting Section 8.2; (h) Xxxxx X. Xxxxxxxx (co-inventor of U.S. Patent Nothe Litigation Patents. 6,685,941) has assigned all of his rights with respect to the Xxxxxxxx Patent Rights to UM; (i) Xxxx X. June (co-inventor of U.S. Patent No. 6,685,941) has assigned all of his rights with respect to the Xxxxxxxx Patent Rights to The United States of America as represented by the Secretary of the Navy and/or UM; (j) Repligen and/or UM has entered into enforceable written agreement(s) with the Navy granting to Repligen exclusive rights Solely with respect to the rights granted to Cisco and interest of Xxxx X. June and the Navy with respect to the Xxxxxxxx Patent Rights which enables Licensors to grant the exclusive license to BMS Google under this Agreement, subject only (i) to the rights retained by extent that on the Navy in accordance with the terms with the Navy License Agreement as modified by the Written Approval Letter; (k) no Third Party has Effective Date, Licensor owns any rights to enforce the Xxxxxxxx Patent Rights; (l) it has not entered into any agreementsright, title or interest in, or relinquished any rights, related to has or acquires during the Xxxxxxxx Patent Rights or Other Patents between March 5, 2008 and two-year period following the Effective Date of this Agreement(the “Two-Year Period”) exclusive license rights under, with any Third Partypatents or patent applications that are not expressly listed on Exhibit A-1, other than their omission from Exhibit A-1 was inadvertent and such patents and patent applications were intended to be, and shall be treated as if they were, included on Exhibit A-1; and (ii) to the Navy extent that Licensor acquires during the Two-Year Period any right, title, or interest in, or has or acquires during the Two-Year Period exclusive license rights under, any patents or patent applications that are not expressly listed on Exhibit A-1, such patents and except as provided patent applications shall be automatically included in Section 8.1;Exhibit A-1. (mi) it will maintainLicensor has never sold, fully perform its obligations and will not relinquish assigned, or transferred any of its patents or patent applications, or otherwise granted any exclusive rights to any third party under any agreements existing as of the Effective Date granting patents or transferring any rights to it with respect to the Xxxxxxxx Patent Rights or Other Patents, except as provided in Section 8.1 and without limiting Section 8.2; (n) with respect to any and all agreements of Licensor through which Licensor has acquired or holds any rights to the Xxxxxxxx Patent Rights: the rights under each such agreement are and shall remain in full force and effect; Licensor has not committed any act or failed to do any act that would constitute a breach of the agreement or provide any Person with a right to terminate the agreement; and Licensor will provide BMS with any notice of default or deficiency received from any party to the agreement at least 20 days prior to the expiration of any period allowed to cure the default or deficiency, and thereafter BMS shall have the right (but not the obligation or responsibility) to cure the alleged default or deficiency and to deduct any payment made for that purpose from the next royalty payment(s) due to Repligen under Article 3 but only if such default or deficiency is cured through a monetary payment; (o) prior to the Effective Date it has obtained any necessary approval from HHMI to enter into and grant the rights and licenses to BMS under this Agreement; and (p) prior to the Effective Date Repligen has provided BMS with a copy of the Written Approval Letterpatent applications.

Representations and Warranties of Licensor. Each Licensor hereby represents and warrants to BMS Licensee as of the Amendment Date that: (ai) it The UKRF Licenses set forth in Exhibit 1.47 are the only UKRF Licenses, all of which are in full force and effect and have not been amended or modified without Licensee's written consent; Licensor has complied with all provisions of the full rightUKRF Licenses; Licensor owes no royalty or other payment to UKRF or any affiliate of UKRF under the UKRF Licenses and there does not exist any event of default with respect to Licensor under any of the UKRF Licenses which, powerafter notice or lapse of time or both, would constitute an event of default with respect to Licensor; (ii) Licensor has all rights and corporate authority consents necessary to enter into this Agreement and to make the covenants and grant the rights and licenses set forth in this Agreement, and that this Agreement is enforceable against it in accordance with its terms; (b) UM and the Navy are the joint owners of all right, title, and interest in and granted to U.S. Patent No. 6,685,941; (c) Repligen is the exclusive licensee with respect to Xxxxxxxx Patent Rights and Licensors jointly have the full legal right, power and ability to extend the rights and grant the exclusive licenses in, to and for the Xxxxxxxx Patent Rights to BMS as set forth in this Agreement; (d) Licensor is not a party to any agreement or other binding commitment or obligation of any kind, the terms of which (i) conflict with the covenants and obligations of Licensor under this Agreement or the rights granted by Licensor to BMS under this Agreement or (ii) derogates from the rights granted by Licensor to BMS in this Agreement or the ability of Licensor to perform its covenants and obligations Licensee under this Agreement; (eiii) except Except for the exclusive license granted by UM to RepligenCo-Owned Patents, and as described in Exhibit 16.2(iii), Licensor warrants that it owns the rights entire right, title, interest in and to the Licensed Patents and that the entire interest is not encumbered in any manner; (iv) Licensor has made written request of HHMI under Section 2.2 all patent counsel engaged by Licensor for all opinions of the License Agreement dated July 24counsel, 2000 between Repligen clearances, studies, licenses, and UMagreements relating to Licensed Products, and has provided Licensee with all information relating to Licensed Products received by Licensor as of the Effective DateAmendment Date in response to such requests and further, no Third Party holds any license and/or any option for a license and/or the grant has provided Licensor all other formal written opinions of a covenant not counsel, licenses, and agreements relating to xxx, from UM with respect to the Xxxxxxxx Patent RightsFirst Generation Exclusive Licensed Products; (fv) The Persons who are listed on Exhibit 16.2(v) are all of the officers, employees, and consultants of Licensor as of the Effective Amendment Date. Except as set forth in Exhibit 16.2(v), no Third Party holds each of such Persons has signed a confidentiality and invention disclosure and assignment agreement (a) which requires such individual to observe confidentiality restrictions at least as strict as those between the Parties, and (b) which results in Licensor having unrestricted ownership of any license and/or any option for a license and/or intellectual property created by such individual during his or her employment or engagement by Licensor, including (without limitation) all intellectual property created or developed by such individual before the grant date of a covenant not to xxx, from Repligen with respect to the Xxxxxxxx Patent Rights, (g) it will not after the Effective Date enter into any agreements, contracts or other arrangements, or relinquish any rights, that would be inconsistent with or in conflict with or in derogation of BMS’s rights and licenses under this Agreement during such employment or Licensor’s obligations under this Agreement, except as provided in Section 8.1 and without limiting Section 8.2; (h) Xxxxx X. Xxxxxxxx (co-inventor of U.S. Patent No. 6,685,941) has assigned all of his rights with respect to the Xxxxxxxx Patent Rights to UM; (i) Xxxx X. June (co-inventor of U.S. Patent No. 6,685,941) has assigned all of his rights with respect to the Xxxxxxxx Patent Rights to The United States of America as represented by the Secretary of the Navy and/or UM; (j) Repligen and/or UM has entered into enforceable written agreement(s) with the Navy granting to Repligen exclusive rights with respect to the rights and interest of Xxxx X. June and the Navy with respect to the Xxxxxxxx Patent Rights which enables Licensors to grant the exclusive license to BMS under this Agreement, subject only to the rights retained by the Navy in accordance with the terms with the Navy License Agreement as modified by the Written Approval Letter; (k) no Third Party has any rights to enforce the Xxxxxxxx Patent Rights; (l) it has not entered into any agreements, or relinquished any rights, related to the Xxxxxxxx Patent Rights or Other Patents between March 5, 2008 and the Effective Date of this Agreement, with any Third Party, other than the Navy and except as provided in Section 8.1; (m) it will maintain, fully perform its obligations and will not relinquish any of its rights under any agreements existing as of the Effective Date granting or transferring any rights to it with respect to the Xxxxxxxx Patent Rights or Other Patents, except as provided in Section 8.1 and without limiting Section 8.2; (n) with respect to any and all agreements of Licensor through which Licensor has acquired or holds any rights to the Xxxxxxxx Patent Rights: the rights under each such agreement are and shall remain in full force and effect; Licensor has not committed any act or failed to do any act that would constitute a breach of the agreement or provide any Person with a right to terminate the agreement; and Licensor will provide BMS with any notice of default or deficiency received from any party to the agreement at least 20 days prior to the expiration of any period allowed to cure the default or deficiency, and thereafter BMS shall have the right (but not the obligation or responsibility) to cure the alleged default or deficiency and to deduct any payment made for that purpose from the next royalty payment(s) due to Repligen under Article 3 but only if such default or deficiency is cured through a monetary payment; (o) prior to the Effective Date it has obtained any necessary approval from HHMI to enter into and grant the rights and licenses to BMS under this Agreementengagement; and (pvi) prior to the Effective Date Repligen Licensor has provided BMS with not received any written communication from a copy third party that a Licensed Product may or actually does infringe or otherwise violate any intellectual property right of such third party. Licensor's officers as of the Written Approval LetterAmendment Date have not received any oral communication from a third party that a Licensed Product may or actually does infringe or otherwise violate any intellectual property right of such third party.

Representations and Warranties of Licensor. Each Licensor hereby represents and warrants to BMS Symphony Dynamo, that, as of the Closing Date: (a) it has Licensor is the full right, power, and corporate authority to enter into this Agreement and to make the covenants and grant the rights and licenses set forth in this Agreement, and that this Agreement is enforceable against it in accordance with its terms; (b) UM and the Navy are the joint owners exclusive owner of all right, title, and interest in and to U.S. (i) all Licensed Patent No. 6,685,941Rights listed in Annex B and not identified as jointly owned or licensed from a third party and (ii) the Regulatory Files; (b) Licensor has sufficient rights to grant the licenses granted hereunder and the grant of such licenses does not and will not conflict with any agreement to which Licensor is a party or otherwise governing the Licensed Intellectual Property and Licensor further represents and warrants that, on an ongoing basis throughout the Term, Licensor shall not enter into any agreement that will conflict with the rights and licenses granted to Symphony Dynamo hereunder; (c) Repligen To the Knowledge of Licensor, no third party is engaging in any activity that infringes or misappropriates the exclusive licensee with respect to Xxxxxxxx Patent Rights and Licensors jointly have the full legal right, power and ability to extend the rights and grant the exclusive licenses in, to and for the Xxxxxxxx Patent Rights to BMS as set forth in this AgreementLicensed Intellectual Property; (d) Licensor is not a party No element of the Licensed Intellectual Property has been adjudged invalid or unenforceable in whole or part, and to any agreement or other binding commitment or obligation the Knowledge of any kindLicensor, the terms of which (i) conflict with issued patents within the covenants Licensed Intellectual Property are valid and obligations of Licensor under this Agreement or the rights granted by Licensor to BMS under this Agreement or (ii) derogates from the rights granted by Licensor to BMS in this Agreement or the ability of Licensor to perform its covenants and obligations under this Agreementenforceable; (e) To the Knowledge of Licensor, except as set forth on the Closing Certificate for Section 5.1(e), no actions or claims have been asserted, are pending or have been threatened, against Licensor in writing alleging that the exclusive license granted by UM to Repligenmanufacture, and use or sale of ISSs or the Products misappropriates or infringes the intellectual property rights of HHMI under Section 2.2 of the License Agreement dated July 24, 2000 between Repligen and UM, as of the Effective Date, no Third Party holds any license and/or any option for a license and/or the grant of a covenant not to xxx, from UM with respect to the Xxxxxxxx Patent Rights;third party; and (f) To the Knowledge of Licensor, except as set forth on the Closing Certificate for Section 5.1(f), the manufacture, use or sale of ISSs or Products by Symphony Dynamo (or its sublicensees) in strict accordance with the Effective Date, no Third Party holds licenses herein and other terms of this Agreement will not misappropriate or infringe the intellectual property rights of any license and/or any option for a license and/or the grant of a covenant not to xxx, from Repligen with respect to the Xxxxxxxx Patent Rights,third party. (g) it will not after the Effective Date enter into any agreements, contracts or other arrangements, or relinquish any rights, that would be inconsistent with or in conflict with or in derogation of BMS’s rights and licenses under this Agreement or Licensor’s obligations under this Agreement, except as provided in Section 8.1 and without limiting Section 8.2; (h) Xxxxx X. Xxxxxxxx (co-inventor of U.S. Patent No. 6,685,941) has assigned all of his rights with respect to the Xxxxxxxx Patent Rights to UM; (i) Xxxx X. June (co-inventor of U.S. Patent No. 6,685,941) has assigned all of his rights with respect to the Xxxxxxxx Patent Rights to The United States of America as represented by the Secretary of the Navy and/or UM; (j) Repligen and/or UM has entered into enforceable written agreement(s) with the Navy granting to Repligen exclusive rights with respect to the rights and interest of Xxxx X. June and the Navy with respect to the Xxxxxxxx Patent Rights which enables Licensors to grant the exclusive license to BMS under this Agreement, subject only to the rights retained by the Navy in accordance with the terms with the Navy License Agreement as modified by the Written Approval Letter; (k) no Third Party has any rights to enforce the Xxxxxxxx Patent Rights; (l) it has not entered into any agreements, or relinquished any rights, related to the Xxxxxxxx Patent Rights or Other Patents between March 5, 2008 and the Effective Date of this Agreement, with any Third Party, other than the Navy and except as provided in Section 8.1; (m) it will maintain, fully perform its obligations and will not relinquish any of its rights under any agreements existing as of the Effective Date granting or transferring any rights to it with respect to the Xxxxxxxx Patent Rights or Other Patents, except as provided in Section 8.1 and without limiting Section 8.2; (n) with respect to any and all agreements of Licensor through which Licensor has acquired or holds any rights to the Xxxxxxxx Patent Rights: the rights under each such agreement are and shall remain in full force and effect; Licensor has not committed any act or failed to do any act that would constitute a breach of the agreement or provide any Person with a right to terminate the agreement; and Licensor will provide BMS with any notice of default or deficiency received from any party to the agreement at least 20 days prior to the expiration of any period allowed to cure the default or deficiency, and thereafter BMS shall have the right (but not the obligation or responsibility) to cure the alleged default or deficiency and to deduct any payment made for that purpose from the next royalty payment(s) due to Repligen under Article 3 but only if such default or deficiency is cured through a monetary payment; (o) prior to the Effective Date it has obtained any necessary approval from HHMI to enter into and grant the rights and licenses to BMS under this Agreement; and (p) prior to the Effective Date Repligen has provided BMS with a copy of the Written Approval Letter.[ * ]

Representations and Warranties of Licensor. Each Licensor Licensor, on behalf of itself and its Affiliates, represents and warrants to BMS that, as of the Effective Date: (a) it has the full all requisite legal right, power, and corporate authority to enter into execute and deliver all documents required to be executed (including this Agreement Agreement), and to make the covenants perform all of its obligations under and grant the all rights and licenses set forth in this Agreement, and that this Agreement is enforceable against it in accordance with its termsthis Agreement; (b) UM it has good and marketable title to the Navy are the joint owners of Patents (including, without limitation, all right, title, and interest in the Patents and the right to U.S. xxx for past, present and future infringements thereof); Licensor has the legal right to grant the Patent No. 6,685,941License set forth in Section 1.2 to RPX, and, subject to confidentiality provisions (if applicable), it has provided to RPX accurate and complete copies of all agreements under which it obtained by assignment or otherwise such title to the Patents; (c) Repligen is the exclusive licensee with respect Patents are not subject to Xxxxxxxx Patent Rights and Licensors jointly have the full legal rightany licenses, power and ability covenants not to extend xxx, liens, security interests, or other encumbrances that would impair the rights and grant the exclusive licenses ingranted hereunder, and, to and the best of Licensor’s knowledge, except for the Xxxxxxxx Patent Rights License granted in Section 1 of this Agreement and any licenses, covenants not to BMS as set forth xxx, liens, security interests, settlement agreements or other encumbrances identified in this AgreementExhibit F attached hereto, the Patents are not subject to any licenses, covenants not to xxx, liens, security interests, or other encumbrances; (d) Licensor is not a to the best of Licensor’s knowledge, the inventions and discoveries described in the Patents were made solely by the inventor(s) named in the Patents, without misappropriation of any trade secrets, confidential information, or other rights of any person, and no other party has any rights with respect to any agreement such inventions or other binding commitment or obligation of any kind, to the terms of which (i) conflict with the covenants and obligations of Licensor under this Agreement or the rights granted by Licensor to BMS under this Agreement or (ii) derogates from the rights granted by Licensor to BMS in this Agreement or the ability of Licensor to perform its covenants and obligations under this AgreementPatents; (e) except for all maintenance fees, annuities and other payments owed to the exclusive license granted by UM to Repligen, PTO or any foreign patent office in connection with the Patents have been timely paid and the rights of HHMI under Section 2.2 of the License Agreement dated July 24, 2000 between Repligen and UM, are current as of the Effective Date, no Third Party holds any license and/or any option for a license and/or the grant of a covenant not to xxx, from UM with respect to the Xxxxxxxx Patent Rights; (f) as it has not entered and shall not enter into any agreement that would materially impair or conflict with its obligations hereunder; (i) except for the Patent License granted in Section 1 of this Agreement, and except for the Effective Dateencumbrances set forth on Exhibit F attached hereto, no Third Party holds other Entity has any license and/or any option for a license and/or the grant of a covenant not to xxx, from Repligen or similar rights with respect to the Xxxxxxxx Patent Rights, Patents or any such inventions or discoveries described in the Patents; and (gii) it will not after the Effective Date enter into any agreementsthere has been no previous sale, contracts transfer, assignment or other arrangementsgrant of rights under the Patents or any other agreement by Licensor that affects, in any manner, title to, or relinquish RPX’s or any rightsRPX Licensee’s enjoyment of, that would be inconsistent with the Patents or the underlying inventions, including, but not limited to, an assignment of full or partial rights in conflict with or in derogation to one or more of BMS’s rights and licenses under this Agreement the Patents, an exclusive license to one or Licensor’s obligations under this Agreementmore of the Patents, except as provided in Section 8.1 and without limiting Section 8.2or a right or option to obtain an exclusive license; (h) Xxxxx X. Xxxxxxxx (co-inventor performance of U.S. Patent No. 6,685,941) has assigned all this Agreement does not and will not conflict with or result in a breach of his rights with respect any agreement to the Xxxxxxxx Patent Rights to UMwhich it is bound; (i) Xxxx X. June other than the Licensor Litigations, the Patents have not been asserted against any third party, in a licensing, litigation or other context, in a manner in which the third party (co-inventor of U.S. Patent No. 6,685,941i) has assigned all been accused of his rights with respect infringing the Patents or (ii) has standing to the Xxxxxxxx Patent Rights to The United States of America as represented by the Secretary of the Navy and/or UM; bring a declaratory judgment action; [*] CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. (j) Repligen and/or UM has entered into enforceable written agreement(s) with the Navy granting to Repligen exclusive rights with respect other than as related to the rights Licensor Litigations, the Patents are not and interest have not been the subject of Xxxx X. June and the Navy with respect any pending or past litigation, or to the Xxxxxxxx Patent Rights which enables Licensors to grant the exclusive license to BMS under this Agreementknowledge of Licensor following reasonable due diligence and investigation, subject only to the rights retained by the Navy in accordance with the terms with the Navy License Agreement as modified by the Written Approval Letterany reexamination, reissue or interference proceeding, or other inter partes legal proceeding before any tribunal of competent jurisdiction; (k) no Third Party patent claim in the Patents has been adjudicated to be invalid or unenforceable, in whole or in part, for any rights to enforce reason, in any administrative, arbitration, or judicial proceeding before a tribunal of competent jurisdiction, and Licensor has not received notice from any third party threatening the Xxxxxxxx Patent Rightsfiling of any such proceeding except for any notice from any Licensor Defendant in connection with a Licensor Litigation; (l) it has not entered into any agreementsto the best of Licensor’s knowledge, other than as asserted in affirmative defenses, counterclaims, or relinquished any rights, otherwise related to the Xxxxxxxx Patent Rights Licensor Litigations, none of the inventors of the Patents nor their counsel: (i) intentionally failed to disclose any material, non-cumulative prior art references to the PTO or Other Patents between March 5, 2008 and any foreign patent offices requiring such disclosure in connection with the Effective Date prosecution of this Agreement, any Patents; (ii) made any material misstatements or misrepresentations to the PTO or any foreign patent offices in connection with the prosecution of any Third Party, other than of the Navy and except as provided Patents; or (iii) engaged in Section 8.1any act or omission inconsistent with the duty of candor owed to the PTO or to any foreign patent offices; (m) it will maintainLicensor does not own any right, fully perform its obligations and will not relinquish title or interest in, or have exclusive license rights under, any of its rights under any agreements existing as of patents or patent applications other than the Patents. To the extent that on the Effective Date granting Date, Licensor owns any right, title or transferring interest in, or has exclusive license rights under, any rights patents or patent applications that are not expressly listed on Exhibit B, their omission from Exhibit B was inadvertent and such patents and patent applications were intended to it with respect to the Xxxxxxxx Patent Rights or Other Patentsbe, except and shall be treated as provided in Section 8.1 and without limiting Section 8.2;if they were, included on Exhibit B; and (n) with respect to any and all agreements of other than as asserted in affirmative defenses, counterclaims, or otherwise in the Licensor through which Licensor has acquired or holds any rights Litigations, there is no pending or, to the Xxxxxxxx Patent Rights: knowledge of Licensor, threatened claim that the rights under each such agreement are and shall remain in full force and effect; Licensor has not committed any act or failed to do any act that would constitute a breach practice of the agreement inventions described in the Patents infringes any patents or provide patent applications of any Person with a right to terminate the agreement; and Licensor will provide BMS with any notice of default or deficiency received from any third party and, to the agreement at least 20 days prior to the expiration knowledge of Licensor, there is no basis for any period allowed to cure the default or deficiency, and thereafter BMS shall have the right (but not the obligation or responsibility) to cure the alleged default or deficiency and to deduct any payment made for that purpose from the next royalty payment(s) due to Repligen under Article 3 but only if such default or deficiency is cured through a monetary payment; (o) prior to the Effective Date it has obtained any necessary approval from HHMI to enter into and grant the rights and licenses to BMS under this Agreement; and (p) prior to the Effective Date Repligen has provided BMS with a copy of the Written Approval Letterclaim.

Representations and Warranties of Licensor. Each Licensor hereby represents and warrants to BMS that: 11.1.1. (ai) it has good and clear title to the full rightSoftware, power, free and corporate authority to enter into this Agreement and to make the covenants and grant the rights and licenses set forth in this Agreement, and that this Agreement is enforceable against it in accordance with its terms; (b) UM and the Navy are the joint owners clear of all right, title, liens and interest in and to U.S. Patent No. 6,685,941; (c) Repligen is the exclusive licensee with respect to Xxxxxxxx Patent Rights and Licensors jointly have the full legal right, power and ability to extend the rights and grant the exclusive licenses in, to and for the Xxxxxxxx Patent Rights to BMS as set forth in this Agreement; (d) Licensor is not a party to any agreement or other binding commitment or obligation of any kind, the terms of which (i) conflict with the covenants and obligations of Licensor under this Agreement or the rights granted by Licensor to BMS under this Agreement or encumbrances; (ii) derogates from the rights granted all materials and services provided by Licensor to BMS hereunder including, without limitation, the Software (excluding any Cisco Intellectual Property and Cisco Applications) are either owned or properly licensed by Licensor or are in this Agreement or the ability of Licensor to perform its covenants and obligations under this Agreement; (e) except for the exclusive license granted by UM to Repligen, public domain and the use, manufacture, license, copying or distribution thereof by Cisco, its representatives, Resellers and End Users does not and will not infringe any proprietary rights of HHMI under Section 2.2 of the License Agreement dated July 24, 2000 between Repligen and UM, as of the Effective Date, no Third Party holds any license and/or any option for a license and/or the grant of a covenant not to xxx, from UM with respect to the Xxxxxxxx Patent Rights; third party; (fiii) as of the Effective Date, no Third Party holds any license and/or any option for a license and/or the grant of a covenant not to xxx, from Repligen with respect to the Xxxxxxxx Patent Rights, (g) it will not after the Effective Date enter into any agreements, contracts or other arrangements, or relinquish any rights, that would be inconsistent with or in conflict with or in derogation of BMS’s rights and licenses under this Agreement or Licensor’s obligations under this Agreement, except as provided in Section 8.1 and without limiting Section 8.2; (h) Xxxxx X. Xxxxxxxx (co-inventor of U.S. Patent No. 6,685,941) has assigned all of his rights with respect to the Xxxxxxxx Patent Rights to UM; (i) Xxxx X. June (co-inventor of U.S. Patent No. 6,685,941) has assigned all of his rights with respect to the Xxxxxxxx Patent Rights to The United States of America as represented by the Secretary of the Navy and/or UM; (j) Repligen and/or UM has entered into enforceable written agreement(s) with the Navy granting to Repligen exclusive rights with respect to the rights and interest of Xxxx X. June and the Navy with respect to the Xxxxxxxx Patent Rights which enables Licensors to grant the exclusive license to BMS under this Agreement, subject only to the rights retained by the Navy in accordance with the terms with the Navy License Agreement as modified by the Written Approval Letter; (k) no Third Party has any rights to enforce the Xxxxxxxx Patent Rights; (l) it has not entered into any agreements, or relinquished any rights, related to the Xxxxxxxx Patent Rights or Other Patents between March 5, 2008 and the Effective Date of this Agreement, with any Third Party, other than the Navy and except as provided in Section 8.1; (m) it will maintain, fully perform its obligations and will not relinquish any of its rights under any agreements existing as of the Effective Date granting or transferring any rights to it with respect to the Xxxxxxxx Patent Rights or Other Patents, except as provided in Section 8.1 and without limiting Section 8.2; (n) with respect to any and all agreements of Licensor through which Licensor has acquired or holds any rights to the Xxxxxxxx Patent Rights: the rights under each such agreement are and shall remain in full force and effect; Licensor has not committed any act or failed to do any act that would constitute a breach of the agreement or provide any Person with a right to terminate the agreement; and Licensor will provide BMS with received any notice of default actual or deficiency received threatened claim(s) from a third party alleging that any party to of the agreement at least 20 days prior to Licensor property infringes any proprietary rights of such third party; and (iv) Licensor has the expiration of any period allowed to cure the default or deficiency, and thereafter BMS shall have the right (but not the obligation or responsibility) to cure the alleged default or deficiency and to deduct any payment made for that purpose from the next royalty payment(s) due to Repligen under Article 3 but only if such default or deficiency is cured through a monetary payment; (o) prior to the Effective Date it has obtained any necessary approval from HHMI full power to enter into this Agreement, to carry out its obligations under this Agreement and to grant the rights and licenses granted to BMS Cisco in this Agreement. 11.1.2. The Software will (i) perform in accordance with the Specifications and related Documentation provided by Licensor (and will achieve any function described therein), and (ii) be free from defects in materials, workmanship and design. Licensor will promptly correct or replace (at its option, with input from Cisco) any defective Software. 11.1.3. The Software: (i) has been obtained, developed and provided to Cisco in compliance with all applicable Open Source Licenses; and (ii) as delivered under this Agreement; , shall be free from Contamination and, when distributed in accordance with the licenses granted herein, shall not result in the Contamination of Cisco or third-party proprietary technology; (p) prior to the Effective Date Repligen has provided BMS with a copy of the Written Approval Letter11.1.4. EXCEPT AS SET FORTH IN THIS SECTION 11.1 AND IN EXHIBIT H, NO OTHER WARRANTIES ARE EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Representations and Warranties of Licensor. Each Licensor hereby represents and warrants to BMS thatSymphony Allegro, that as of the Closing Date: (a) it has Subject to Section 3.2 and Schedule 2.2, Licensor is the full right, power, and corporate authority to enter into this Agreement and to make the covenants and grant the rights and licenses set forth in this Agreement, and that this Agreement is enforceable against it in accordance with its terms; (b) UM and the Navy are the joint owners exclusive owner of all right, title, and interest in and to U.S. (i) all Licensed Patent No. 6,685,941Rights listed on Annex D that are not identified as jointly owned or licensed from a third party and (ii) the Regulatory Files listed on Schedule 5.1(a); (b) Licensor has sufficient rights to grant the licenses granted hereunder and the grant of such licenses does not and will not conflict with any agreement to which Licensor is a party or otherwise governing the Licensed Intellectual Property and Licensor further represents and warrants that, on an ongoing basis throughout the Term, Licensor shall not enter into any agreement that will conflict with the rights and licenses granted to Symphony Allegro hereunder; (c) Repligen To the Knowledge of Licensor, there is the exclusive licensee with respect to Xxxxxxxx no infringement or misappropriation by third parties of any Licensed Patent Rights and Licensors jointly have the full legal right, power and ability to extend the rights and grant the exclusive licenses in, to and for the Xxxxxxxx Patent Rights to BMS as set forth in this Agreementor Licensed Know-How; (d) No Licensed Intellectual Property owned by Licensor and, to the Knowledge of Licensor, no Licensed Intellectual Property licensed to Licensor has been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the Knowledge of Licensor, threatened action, suit, proceeding or claim by others challenging the validity or scope of any Licensed Intellectual Property, and Licensor is not a party to any agreement or other binding commitment or obligation unaware of any kindfacts which would support any such claim; provided, that, with respect to patent number 7,090,830, the terms Company is in the process of which (i) conflict with amending the covenants listing of the named inventors to include Axxxxxxxx X. Xxxxxxxxx and obligations of Licensor under this Agreement or the rights granted by Licensor to BMS under this Agreement or (ii) derogates from the rights granted by Licensor to BMS in this Agreement or the ability of Licensor to perform its covenants and obligations under this AgreementJxxxxxx XxXxxxxx; (e) except for To the exclusive license granted Knowledge of Licensor, there is no pending or threatened action, suit, proceeding or claim by UM others that Licensor’s manufacture or development of the Products (in the form administered in clinical trials prior to Repligen, and the Closing Date) misappropriates or infringes any intellectual property rights of HHMI under Section 2.2 of the License Agreement dated July 24others; and (f) Except as set forth on Annex B, 2000 between Repligen and UMSymphony Allegro shall not be liable or otherwise obligated to pay royalties, milestone payments or other consideration pursuant to any license agreement that, as of the Effective Closing Date, no Third Party holds any license and/or any option for Licensor has with a license and/or third party licensor, on account of Symphony Allegro’s exploitation of the grant Licensed Intellectual Property (including Sublicensed Intellectual Property) or the development, manufacture, use, sale, or importation of a covenant not Products hereunder (in the form [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to xxxRule 24b-2 of the Securities Exchange Act of 1934, from UM with respect as amended. administered in clinical trials prior to the Xxxxxxxx Patent Rights; (fClosing Date) as of the Effective Date, no Third Party holds any license and/or any option for a license and/or the grant of a covenant not to xxx, from Repligen with respect pursuant to the Xxxxxxxx Patent Rights,Initial Development Plan. (g) it will not after To the Effective Date enter into any agreementsKnowledge of Licensor, contracts the manufacture, use or other arrangements, or relinquish any rights, that would be inconsistent with or in conflict with or in derogation of BMS’s rights and licenses under this Agreement or Licensor’s obligations under this Agreement, except as provided in Section 8.1 and without limiting Section 8.2; (h) Xxxxx X. Xxxxxxxx (co-inventor of U.S. Patent No. 6,685,941) has assigned all of his rights with respect to the Xxxxxxxx Patent Rights to UM; (i) Xxxx X. June (co-inventor of U.S. Patent No. 6,685,941) has assigned all of his rights with respect to the Xxxxxxxx Patent Rights to The United States of America as represented by the Secretary sale of the Navy and/or UM; (j) Repligen and/or UM has entered into enforceable written agreement(s) with Current Products by Symphony Allegro on the Navy granting to Repligen exclusive rights with respect to the rights and interest of Xxxx X. June and the Navy with respect to the Xxxxxxxx Patent Rights which enables Licensors to grant the exclusive license to BMS under this Agreement, subject only to the rights retained by the Navy Closing Date in strict accordance with the licenses herein and other terms with the Navy License Agreement as modified by the Written Approval Letter; (k) no Third Party has any rights to enforce the Xxxxxxxx Patent Rights; (l) it has not entered into any agreements, or relinquished any rights, related to the Xxxxxxxx Patent Rights or Other Patents between March 5, 2008 and the Effective Date of this Agreement, with any Third Party, other than the Navy and except as provided in Section 8.1; (m) it will maintain, fully perform its obligations and Agreement will not relinquish misappropriate or infringe the intellectual property rights of any third party. For the purposes of its rights under any agreements existing this Section 5.1(g), the “Current Products” are the AZ-002 Product being tested by Alexza in a phase IIa clinical trial as of the Effective Closing Date granting or transferring any rights to it with respect to and the Xxxxxxxx Patent Rights or Other Patents, except AZ-004 Product being tested by Alexza in a phase IIa clinical trial as provided in Section 8.1 and without limiting Section 8.2; (n) with respect to any and all agreements of Licensor through which Licensor has acquired or holds any rights to the Xxxxxxxx Patent Rights: the rights under each such agreement are and shall remain in full force and effect; Licensor has not committed any act or failed to do any act that would constitute a breach of the agreement or provide any Person with a right to terminate the agreement; and Licensor will provide BMS with any notice of default or deficiency received from any party to the agreement at least 20 days prior to the expiration of any period allowed to cure the default or deficiency, and thereafter BMS shall have the right (but not the obligation or responsibility) to cure the alleged default or deficiency and to deduct any payment made for that purpose from the next royalty payment(s) due to Repligen under Article 3 but only if such default or deficiency is cured through a monetary payment; (o) prior to the Effective Date it has obtained any necessary approval from HHMI to enter into and grant the rights and licenses to BMS under this Agreement; and (p) prior to the Effective Date Repligen has provided BMS with a copy of the Written Approval LetterClosing Date.

Representations and Warranties of Licensor. Each Licensor Licensor, on behalf of itself and its Affiliates, represents and warrants to BMS that, as of the Effective Date: (a) it has the full all requisite legal right, power, and corporate authority to enter into execute and deliver all documents required to be executed (including this Agreement Agreement), and to make the covenants perform all of its obligations under and grant the all rights and licenses set forth in this Agreement, and that this Agreement is enforceable against it in accordance with its termsthis Agreement; (b) UM it has good and marketable title to the Navy are the joint owners of Patents (including, without limitation, all right, title, and interest in the Patents and the right to U.S. xxx for past, present and future infringements thereof); Licensor has the legal right to grant the Patent No. 6,685,941License set forth in Section 1.2 to RPX, and, subject to confidentiality provisions (if applicable), it has provided to RPX accurate and complete copies of all agreements under which it obtained by assignment or otherwise such title to the Patents; (c) Repligen is the exclusive licensee with respect Patents are not subject to Xxxxxxxx Patent Rights and Licensors jointly have the full legal rightany licenses, power and ability covenants not to extend xxx, liens, security interests, or other encumbrances that would impair the rights and grant the exclusive licenses ingranted hereunder, and, to and the best of Licensor’s knowledge, except for the Xxxxxxxx Patent Rights License granted in Section 1 of this Agreement and any licenses, covenants not to BMS as set forth xxx, liens, security interests, settlement agreements or other encumbrances identified in this AgreementExhibit F attached hereto, the Patents are not subject to any licenses, covenants not to xxx, liens, security interests, or other encumbrances; (d) Licensor is not a to the best of Licensor’s knowledge, the inventions and discoveries described in the Patents were made solely by the inventor(s) named in the Patents, without misappropriation of any trade secrets, confidential information, or other rights of any person, and no other party has any rights with respect to any agreement such inventions or other binding commitment or obligation of any kind, to the terms of which (i) conflict with the covenants and obligations of Licensor under this Agreement or the rights granted by Licensor to BMS under this Agreement or (ii) derogates from the rights granted by Licensor to BMS in this Agreement or the ability of Licensor to perform its covenants and obligations under this AgreementPatents; (e) except for all maintenance fees, annuities and other payments owed to the exclusive license granted by UM to Repligen, PTO or any foreign patent office in connection with the Patents have been timely paid and the rights of HHMI under Section 2.2 of the License Agreement dated July 24, 2000 between Repligen and UM, are current as of the Effective Date, no Third Party holds any license and/or any option for a license and/or the grant of a covenant not to xxx, from UM with respect to the Xxxxxxxx Patent Rights; (f) as it has not entered and shall not enter into any agreement that would materially impair or conflict with its obligations hereunder; (i) except for the Patent License granted in Section 1 of this Agreement, and except for the Effective Dateencumbrances set forth on Exhibit F attached hereto, no Third Party holds other Entity has any license and/or any option for a license and/or the grant of a covenant not to xxx, from Repligen or similar rights with respect to the Xxxxxxxx Patent Rights, (g) it will not after Patents or any such inventions or discoveries described in the Effective Date enter into any agreementsPatents; and there has been no previous sale, contracts transfer, assignment or other arrangementsgrant of rights under the Patents or any other agreement by Licensor that affects, in any manner, title to, or relinquish RPX’s or any rightsRPX Licensee’s enjoyment of, that would be inconsistent with the Patents or the underlying inventions, including, but not limited to, an assignment of full or partial rights in conflict with or in derogation to one or more of BMS’s rights and licenses under this Agreement the Patents, an exclusive license to one or Licensor’s obligations under this Agreementmore of the Patents, except as provided in Section 8.1 and without limiting Section 8.2or a right or option to obtain an exclusive license; (h) Xxxxx X. Xxxxxxxx (co-inventor performance of U.S. Patent No. 6,685,941) has assigned all this Agreement does not and will not conflict with or result in a breach of his rights with respect any agreement to the Xxxxxxxx Patent Rights to UMwhich it is bound; (i) Xxxx X. June other than the Licensor Litigations, the Patents have not been asserted against any third party, in a licensing, litigation or other context, in a manner in which the third party (co-inventor of U.S. Patent No. 6,685,941i) has assigned all been accused of his rights with respect infringing the Patents or (ii) has standing to the Xxxxxxxx Patent Rights to The United States of America as represented by the Secretary of the Navy and/or UMbring a declaratory judgment action; (j) Repligen and/or UM has entered into enforceable written agreement(s) with the Navy granting to Repligen exclusive rights with respect other than as related to the rights Licensor Litigations, the Patents are not and interest have not been the subject of Xxxx X. June and the Navy with respect any pending or past litigation, or to the Xxxxxxxx Patent Rights which enables Licensors to grant the exclusive license to BMS under this Agreementknowledge of Licensor following reasonable due diligence and investigation, subject only to the rights retained by the Navy in accordance with the terms with the Navy License Agreement as modified by the Written Approval Letterany reexamination, reissue or interference proceeding, or other inter partes legal proceeding before any tribunal of competent jurisdiction; (k) no Third Party patent claim in the Patents has been adjudicated to be invalid or unenforceable, in whole or in part, for any rights to enforce reason, in any administrative, arbitration, or judicial proceeding before a tribunal of competent jurisdiction, and Licensor has not received notice from any third party threatening the Xxxxxxxx Patent Rights; filing of any such proceeding except for any notice from any Licensor Defendant in connection with a Licensor Litigation; (l) it has not entered into any agreementsto the best of Licensor’s knowledge, other than as asserted in affirmative defenses, counterclaims, or relinquished any rights, otherwise related to the Xxxxxxxx Patent Rights Licensor Litigations, none of the inventors of the Patents nor their counsel: (i) intentionally failed to disclose any material, non-cumulative prior art references to the PTO or Other Patents between March 5, 2008 and any foreign patent offices requiring such disclosure in connection with the Effective Date prosecution of this Agreement, any Patents; (ii) made any material misstatements or misrepresentations to the PTO or any foreign patent offices in connection with the prosecution of any Third Party, other than of the Navy and except as provided Patents; or (iii) engaged in Section 8.1any act or omission inconsistent with the duty of candor owed to the PTO or to any foreign patent offices; (m) it will maintainLicensor does not own any right, fully perform its obligations and will not relinquish title or interest in, or have exclusive license rights under, any of its rights under any agreements existing as of patents or patent applications other than the Patents. To the extent that on the Effective Date granting Date, Licensor owns any right, title or transferring interest in, or has exclusive license rights under, any rights patents or patent applications that are not expressly listed on Exhibit B, their omission from Exhibit B was inadvertent and such patents and patent applications were intended to it with respect to the Xxxxxxxx Patent Rights or Other Patentsbe, except and shall be treated as provided in Section 8.1 and without limiting Section 8.2;if they were, included on Exhibit B; and (n) with respect to any and all agreements of other than as asserted in affirmative defenses, counterclaims, or otherwise in the Licensor through which Licensor has acquired or holds any rights Litigations, there is no pending or, to the Xxxxxxxx Patent Rights: knowledge of Licensor, threatened claim that the rights under each such agreement are and shall remain in full force and effect; Licensor has not committed any act or failed to do any act that would constitute a breach practice of the agreement inventions described in the Patents infringes any patents or provide patent applications of any Person with a right to terminate the agreement; and Licensor will provide BMS with any notice of default or deficiency received from any third party and, to the agreement at least 20 days prior to the expiration knowledge of Licensor, there is no basis for any period allowed to cure the default or deficiency, and thereafter BMS shall have the right (but not the obligation or responsibility) to cure the alleged default or deficiency and to deduct any payment made for that purpose from the next royalty payment(s) due to Repligen under Article 3 but only if such default or deficiency is cured through a monetary payment; (o) prior to the Effective Date it has obtained any necessary approval from HHMI to enter into and grant the rights and licenses to BMS under this Agreement; and (p) prior to the Effective Date Repligen has provided BMS with a copy of the Written Approval Letterclaim.

Representations and Warranties of Licensor. Each Licensor represents hereby represents, warrants and warrants covenants to BMS Holdings, that: (a) it has Subject to Section 3.2 and Schedule 2.1, Licensor is the full right, power, and corporate authority to enter into this Agreement and to make the covenants and grant the rights and licenses set forth in this Agreement, and that this Agreement is enforceable against it in accordance with its terms; (b) UM and the Navy are the joint owners exclusive owner of all right, title, and interest in and to U.S. (i) all Licensed Patent No. 6,685,941Rights listed on Annex C and not identified as jointly owned or licensed from a third party and (ii) the Regulatory Files; (b) Licensor has sufficient rights to grant the licenses granted hereunder and the grant of such licenses does not and will not conflict with any agreement to which Licensor is a party or otherwise governing the Licensed Intellectual Property and Licensor further represents and warrants that, on an ongoing basis throughout the Term, Licensor shall not enter into any agreement that will conflict with the rights and licenses granted to Holdings hereunder; (c) Repligen To the Knowledge of Licensor, no third party is engaging in any activity that infringes or misappropriates the exclusive licensee with respect to Xxxxxxxx Licensed Patent Rights and Licensors jointly have the full legal right, power and ability to extend the rights and grant the exclusive licenses in, to and for the Xxxxxxxx Patent Rights to BMS as set forth in this Agreementor Licensed Know-How; (d) No Licensed Intellectual Property owned by Licensor and, to the Knowledge of Licensor, no Licensed Intellectual Property licensed to Licensor has been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the Knowledge of Licensor, threatened action, suit, proceeding or claim by others challenging the validity or enforceability of any Licensed Intellectual Property, and Licensor is not a party to any agreement or other binding commitment or obligation has no Knowledge of any kind, the terms of facts which (i) conflict with the covenants and obligations of Licensor under this Agreement or the rights granted by Licensor to BMS under this Agreement or (ii) derogates from the rights granted by Licensor to BMS in this Agreement or the ability of Licensor to perform its covenants and obligations under this Agreementwould support any such claim; (e) except for To the exclusive license granted by UM to RepligenKnowledge of Licensor, and no actions or claims have been asserted, are pending or have been threatened, against Licensor in writing alleging that the manufacture, use or sale of any Product misappropriates or infringes the intellectual property rights of HHMI under Section 2.2 of the License Agreement dated July 24, 2000 between Repligen and UM, as of the Effective Date, no Third Party holds any license and/or any option for a license and/or the grant of a covenant not to xxx, from UM with respect to the Xxxxxxxx Patent Rightsthird party; (f) Except as set forth on Annex B, Licensor and/or Holdings shall not be liable or otherwise obligated to pay royalties, milestone payments or other consideration pursuant to any agreement between Licensor and a third party existing on the Closing Date in connection with Holdings’ exploitation of the Effective DateLicensed Intellectual Property (including Sublicensed Intellectual Property) in connection with the development, no Third Party holds any license and/or any option for a license and/or the grant manufacture, use, sale, or importation of a covenant not to xxx, from Repligen with respect to the Xxxxxxxx Patent Rights,Products hereunder; (g) it To the Knowledge of Licensor, the manufacture, use or sale of any Product by Holdings (or its sublicensees) in strict accordance with the licenses herein and other terms of this Agreement will not after misappropriate or infringe the Effective Date enter into intellectual property rights of any agreementsthird party, contracts or other arrangementsand Licensor has no Knowledge of any facts which would support any such claim; Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, or relinquish any rights, that would be inconsistent with or in conflict with or in derogation of BMS’s rights and licenses under this Agreement or Licensor’s obligations under this Agreement, except as provided in Section 8.1 and without limiting Section 8.2;amended. (h) Xxxxx X. Xxxxxxxx (co-inventor of U.S. Patent No. 6,685,941) has assigned all of his rights with respect The data and information relating to the Xxxxxxxx Patent Rights Third Party License Agreements and the Programs (including such data and information relating to UMpre-clinical and clinical studies) provided in writing to Holdings or its Affiliates prior to the Closing Date has been accurate in all material respects and, to the Knowledge of Licensor, Licensor has made no material misrepresentation or material omission in connection with such data and information; (i) Xxxx X. June (co-inventor of U.S. Patent No. 6,685,941) has assigned all of his rights with respect to the Xxxxxxxx Patent Rights to The United States of America as represented by the Secretary Licensor is not in breach or default under any of the Navy and/or UM; (j) Repligen and/or UM has entered into enforceable written agreement(s) with the Navy granting to Repligen exclusive rights with respect to the rights and interest of Xxxx X. June and the Navy with respect to the Xxxxxxxx Patent Rights which enables Licensors to grant the exclusive license to BMS under this Agreement, subject only to the rights retained by the Navy in accordance with the terms with the Navy License Agreement as modified by the Written Approval Letter; (k) no Third Party has License Agreements, and to Licensor’s Knowledge there are no existing breaches or defaults by any rights other party to enforce the Xxxxxxxx Patent Rights; (l) it has not entered into any agreements, or relinquished any rights, related to the Xxxxxxxx Patent Rights or Other Patents between March 5, 2008 and the Effective Date of this Agreement, with any Third Party, other than the Navy and except as provided in Section 8.1; (m) it will maintain, fully perform its obligations and will not relinquish any of its rights under any agreements existing as the Third Party License Agreements; no event has occurred which (with notice, lapse of the Effective Date granting time or transferring any rights both) could reasonably be expected to it with respect to the Xxxxxxxx Patent Rights or Other Patents, except as provided in Section 8.1 and without limiting Section 8.2; (n) with respect to any and all agreements of Licensor through which Licensor has acquired or holds any rights to the Xxxxxxxx Patent Rights: the rights under each such agreement are and shall remain in full force and effect; Licensor has not committed any act or failed to do any act that would constitute a breach or default under any of the agreement Third Party License Agreements by Licensor or provide to Licensor’s Knowledge by any Person with a other party or give any other party the right to terminate terminate, accelerate or modify any Third Party License Agreement; Licensor will perform, in all material respects, its obligations pursuant to the agreementThird Party License Agreements, including those obligations related to Licensor’s performance under the Operative Documents; and Licensor will provide BMS with not through any notice act or omission, including any act or omission of default or deficiency received from any party Licensor pursuant to the agreement at least 20 days prior to Operative Documents, cause any breach or default under, or otherwise cause the expiration of termination or amendment of, any period allowed to cure the default or deficiency, and thereafter BMS shall have the right (but not the obligation or responsibility) to cure the alleged default or deficiency and to deduct any payment made for that purpose from the next royalty payment(s) due to Repligen under Article 3 but only if such default or deficiency is cured through a monetary payment; (o) prior to the Effective Date it has obtained any necessary approval from HHMI to enter into and grant the rights and licenses to BMS under this Third Party License Agreement; and (pj) prior to the Effective Date Repligen has provided BMS with a copy Except as set forth in Schedule 5.1, no “[ * ],” as defined in that certain Research Collaboration and License Agreement between OXiGENE Europe AB and Xxxxxxx-Xxxxxx Squibb Company, dated as of the Written Approval LetterDecember 15, 2999, relates to, or is exploitable in connection with, any Licensed Intellectual Property, Regulatory Files, Products and/or Programs.

Representations and Warranties of Licensor. Each Licensor Licensor, on behalf of itself and its Affiliates, represents and warrants to BMS that, as of the Effective Date: (a) it has the full all requisite legal right, power, and corporate authority to enter into execute and deliver all documents required to be executed (including this Agreement Agreement), and to make the covenants perform all of its obligations under and grant the all rights and licenses set forth in this Agreement, and that this Agreement is enforceable against it in accordance with its termsthis Agreement; (b) UM it has good and marketable title to the Navy are the joint owners of Patents (including, without limitation, all right, title, and interest in the Patents and the right to U.S. xxx for past, present and future infringements thereof); Licensor has the legal right to grant the Patent No. 6,685,941License set forth in Section 1.2 to RPX, and, subject to confidentiality provisions (if applicable), it has provided to RPX accurate and complete copies of all agreements under which it obtained by assignment or otherwise such title to the Patents; (c) Repligen is the exclusive licensee with respect Patents are not subject to Xxxxxxxx Patent Rights and Licensors jointly have the full legal rightany licenses, power and ability covenants not to extend xxx, liens, security interests, or other encumbrances that would impair the rights and grant the exclusive licenses ingranted hereunder, and, to and the best of Licensor’s knowledge, except for the Xxxxxxxx Patent Rights License granted in Section 1 of this Agreement and any licenses, covenants not to BMS as set forth xxx, liens, security interests, settlement agreements or other encumbrances identified in this AgreementExhibit F attached hereto, the Patents are not subject to any licenses, covenants not to xxx, liens, security interests, or other encumbrances; (d) Licensor is not a to the best of Licensor’s knowledge, the inventions and discoveries described in the Patents were made solely by the inventor(s) named in the Patents, without misappropriation of any trade secrets, confidential information, or other rights of any person, and no other party has any rights with respect to any agreement such inventions or other binding commitment or obligation of any kind, to the terms of which (i) conflict with the covenants and obligations of Licensor under this Agreement or the rights granted by Licensor to BMS under this Agreement or (ii) derogates from the rights granted by Licensor to BMS in this Agreement or the ability of Licensor to perform its covenants and obligations under this AgreementPatents; (e) except for all maintenance fees, annuities and other payments owed to the exclusive license granted by UM to Repligen, PTO or any foreign patent office in connection with the Patents have been timely paid and the rights of HHMI under Section 2.2 of the License Agreement dated July 24, 2000 between Repligen and UM, are current as of the Effective Date, no Third Party holds any license and/or any option for a license and/or the grant of a covenant not to xxx, from UM with respect to the Xxxxxxxx Patent Rights; (f) as of the Effective Date, no Third Party holds any license and/or any option for a license and/or the grant of a covenant it has not to xxx, from Repligen with respect to the Xxxxxxxx Patent Rights, (g) it will entered and shall not after the Effective Date enter into any agreements, contracts or other arrangements, or relinquish any rights, agreement that would be inconsistent with materially impair or in conflict with or its obligations hereunder; (i) except for the Patent License granted in derogation Section 1 of BMS’s rights and licenses under this Agreement or Licensor’s obligations under this Agreement, and except as provided in Section 8.1 and without limiting Section 8.2; (h) Xxxxx X. Xxxxxxxx (co-inventor of U.S. Patent No. 6,685,941) for the encumbrances set forth on Exhibit F attached hereto, no other Entity has assigned all of his any license or similar rights with respect to the Xxxxxxxx Patent Rights Patents or any such inventions or discoveries described in the Patents; and (ii) there has been no previous sale, transfer, assignment or other grant of rights under the Patents or any other agreement by Licensor that affects, in any manner, title to, or RPX’s or any RPX Licensee’s enjoyment of, the Patents or the underlying inventions, including, but not limited to, an assignment of full or partial rights in or to UMone or more of the Patents, an exclusive license to one or more of the Patents, or a right or option to obtain an exclusive license; [*] CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. (h) performance of this Agreement does not and will not conflict with or result in a breach of any agreement to which it is bound; (i) Xxxx X. June other than the Licensor Litigations, the Patents have not been asserted against any third party, in a licensing, litigation or other context, in a manner in which the third party (co-inventor of U.S. Patent No. 6,685,941i) has assigned all been accused of his rights with respect infringing the Patents or (ii) has standing to the Xxxxxxxx Patent Rights to The United States of America as represented by the Secretary of the Navy and/or UMbring a declaratory judgment action; (j) Repligen and/or UM has entered into enforceable written agreement(s) with the Navy granting to Repligen exclusive rights with respect other than as related to the rights Licensor Litigations, the Patents are not and interest have not been the subject of Xxxx X. June and the Navy with respect any pending or past litigation, or to the Xxxxxxxx Patent Rights which enables Licensors to grant the exclusive license to BMS under this Agreementknowledge of Licensor following reasonable due diligence and investigation, subject only to the rights retained by the Navy in accordance with the terms with the Navy License Agreement as modified by the Written Approval Letterany reexamination, reissue or interference proceeding, or other inter partes legal proceeding before any tribunal of competent jurisdiction; (k) no Third Party patent claim in the Patents has been adjudicated to be invalid or unenforceable, in whole or in part, for any rights to enforce reason, in any administrative, arbitration, or judicial proceeding before a tribunal of competent jurisdiction, and Licensor has not received notice from any third party threatening the Xxxxxxxx Patent Rightsfiling of any such proceeding except for any notice from any Licensor Defendant in connection with a Licensor Litigation; (l) it has not entered into any agreementsto the best of Licensor’s knowledge, other than as asserted in affirmative defenses, counterclaims, or relinquished any rights, otherwise related to the Xxxxxxxx Patent Rights Licensor Litigations, none of the inventors of the Patents nor their counsel: (i) intentionally failed to disclose any material, non-cumulative prior art references to the PTO or Other Patents between March 5, 2008 and any foreign patent offices requiring such disclosure in connection with the Effective Date prosecution of this Agreement, any Patents; (ii) made any material misstatements or misrepresentations to the PTO or any foreign patent offices in connection with the prosecution of any Third Party, other than of the Navy and except as provided Patents; or (iii) engaged in Section 8.1any act or omission inconsistent with the duty of candor owed to the PTO or to any foreign patent offices; (m) it will maintainLicensor does not own any right, fully perform its obligations and will not relinquish title or interest in, or have exclusive license rights under, any of its rights under any agreements existing as of patents or patent applications other than the Patents. To the extent that on the Effective Date granting Date, Licensor owns any right, title or transferring interest in, or has exclusive license rights under, any rights patents or patent applications that are not expressly listed on Exhibit B, their omission from Exhibit B was inadvertent and such patents and patent applications were intended to it with respect to the Xxxxxxxx Patent Rights or Other Patentsbe, except and shall be treated as provided in Section 8.1 and without limiting Section 8.2;if they were, included on Exhibit B; and (n) with respect to any and all agreements of other than as asserted in affirmative defenses, counterclaims, or otherwise in the Licensor through which Licensor has acquired or holds any rights Litigations, there is no pending or, to the Xxxxxxxx Patent Rights: knowledge of Licensor, threatened claim that the rights under each such agreement are and shall remain in full force and effect; Licensor has not committed any act or failed to do any act that would constitute a breach practice of the agreement inventions described in the Patents infringes any patents or provide patent applications of any Person with a right to terminate the agreement; and Licensor will provide BMS with any notice of default or deficiency received from any third party and, to the agreement at least 20 days prior to the expiration knowledge of Licensor, there is no basis for any period allowed to cure the default or deficiency, and thereafter BMS shall have the right (but not the obligation or responsibility) to cure the alleged default or deficiency and to deduct any payment made for that purpose from the next royalty payment(s) due to Repligen under Article 3 but only if such default or deficiency is cured through a monetary payment; (o) prior to the Effective Date it has obtained any necessary approval from HHMI to enter into and grant the rights and licenses to BMS under this Agreement; and (p) prior to the Effective Date Repligen has provided BMS with a copy of the Written Approval Letterclaim.

Representations and Warranties of Licensor. Each Licensor represents and warrants ThrillRides, jointly and severally, represent and warrant to BMS Licensee that: (ai) it has Licensor is the full rightsole owner of all rights, powertitle and interests, including all intellectual property rights, in and to the Technology in the United States free and clear of liens, claims, licenses, options or other encumbrances, and corporate ThrillRides is the sole owner of all rights, title and interests with respect to the Trademark in the United States free and clear of liens, claims, licenses, options or other encumbrances; (ii) Licensor’s and ThrillRides’ execution and delivery of this Agreement does not require any third party consent or approval that has not already been obtained; (iii) Licensor and ThrillRides each have full legal power and authority to enter into this Agreement and to make the covenants and grant the rights granted by each of them hereunder to Licensee; (iv) Licensor is the first and licenses set forth in this Agreementsole inventor of the Inventions; (v) Neither Licensor nor ThrillRides has previously commercialized or granted any rights with respect to the Technology or the Trademark to any third party, and that neither Licensor nor ThrillRides shall, while this Agreement is enforceable against it in accordance with its terms; (b) UM and effect, use or commercialize the Navy are Technology or the joint owners of all right, title, and interest in and Trademark except as permitted or required to U.S. Patent No. 6,685,941; (c) Repligen is the exclusive licensee with respect to Xxxxxxxx Patent Rights and Licensors jointly have the full legal right, power and ability to extend the rights and grant the exclusive licenses in, to and for the Xxxxxxxx Patent Rights to BMS as set forth in this Agreement; (d) Licensor is not a party to any agreement or other binding commitment or obligation of any kind, the terms of which (i) conflict with the covenants and obligations of Licensor do so under this Agreement or the Development Agreement, without the prior written approval of Licensee, nor grant any rights with respect to the Technology or the Trademark to any third party, other than to Licensee anywhere in the Territory during the Term hereof; (vi) This Agreement and all other agreements to be executed by Licensor and/or ThrillRides in connection herewith constitute the valid and binding obligations of Licensor and/or ThrillRides, as applicable, enforceable against Licensor and/or ThrillRides, as applicable, in accordance with their respective terms; (a) Licensor is not aware, after due inquiry only in the United States, of any third party that has any rights in the Trademark as of the Effective Date, other than those specific exclusions listed in Schedule B; and (b) to Licensor’s knowledge, after due inquiry only in the United States, neither the Inventions nor the Trademark infringe or otherwise violate any third party intellectual property right or other right; and (c) to Licensor’s knowledge, the Technology does not infringe or otherwise violate any third party intellectual property right or other right and (d) except for any of the matters referenced in Section 2.b. above, to Licensee’s knowledge, no third party intellectual property license or consent of any kind is required in order for Licensee to exercise the rights granted to it hereunder throughout the Territory; (e) to Licensor’s knowledge, no suit, action, or claim has been instituted or threatened by any third party involving the Technology, the Trademark or any of the rights licensed hereunder or involving infringement of any third party intellectual property right or other right anywhere in the Territory; and (f) to Licensor’s knowledge, there is no basis for any such suit, action or claim; (a) Schedule A includes a complete list of all patent applications filed by or otherwise owned by Licensor with respect to BMS under the Technology, all registrations and applications filed by or otherwise owned by ThrillRides with respect to the Trademark and any other filings owned by either Licensor or ThrillRides relating to the Technology or the Trademark; and, (b) after due inquiry only in the United States, Licensor has no knowledge of any third party rights with respect to either the Invention(s) claimed in the patent applications listed on Schedule A, or in the Trademark, except as listed in Schedule B and (c) Licensor has no knowledge of any third party rights with respect to any other part of the Technology. Notwithstanding the foregoing, or anything else contained in this Agreement to the contrary, Licensor hereby discloses to Licensee, and Licensee hereby acknowledges and agrees, that: (i) Licensor has not made or caused to be made any patent, trademark or other intellectual property searches with respect to the Invention(s) claimed in the patent applications listed in Schedule A or the Trademark anywhere in the Territory except the United States, (ii) derogates from Licensor has not made or caused to be made any searches of any kind in any part of the rights granted by Licensor Territory with regard to BMS in this Agreement the Inventions, the Trademark or any other part of the ability of Licensor to perform its covenants and obligations under this Agreement; (e) Technology, except for the exclusive license granted by UM usual and customary searches in the United States required before filing bona fide patent and trademark applications in the United States; (iii) any representations or warranties of Licensor made herein about the Inventions, the Technology or the Trademark are solely based upon the usual and customary searches in the United States performed prior to Repligenthe filing of the patent and Trademark applications listed on Schedule A, as well as any additional actual knowledge the Licensor has obtained from other sources; and (iv) Licensor has not made, will not make, and shall not be deemed to have made any representation or warranty about or concerning the Inventions, the Technology or the Trademark, express or implied, or based on any imputed or constructive knowledge or notice, except for those expressly made and contained in this License Agreement. (ix) Licensor has not made and will not make any commitments to others inconsistent with or in derogation of Licensee’s rights granted hereby; and (x) Licensor has been the principal developer and designer of HHMI under Section 2.2 of numerous rides for the License Agreement dated July 24amusement ride industry that are currently in use or which have been used in the past at amusement and theme parks in the United States and abroad. In addition, 2000 between Repligen Licensor has extensive experience and UMknow-how in making such rides commercially feasible. Licensor has developed and designed the Technology for the SkyViews and, as of the Effective Date, Licensor has no Third Party holds reason to believe (by virtue of being actually aware of any license and/or any option for a license and/or fact, circumstance, development, event or occurrence) that the grant of a covenant SkyViews are not able to xxxfunction and operate substantially as described in and intended by the Technology or that the SkyViews, from UM with respect to the Xxxxxxxx Patent Rights; (f) as of the Effective Dateif properly manufactured, no Third Party holds any license and/or any option for a license and/or the grant of a covenant not to xxxconstructed, from Repligen with respect to the Xxxxxxxx Patent Rights, (g) it installed, maintained and operated, will not after the Effective Date enter into any agreements, contracts or other arrangements, or relinquish any rights, that would be inconsistent with or in conflict with or in derogation of BMS’s rights and licenses under this Agreement or Licensor’s obligations under this Agreement, except as provided in Section 8.1 and without limiting Section 8.2; (h) Xxxxx X. Xxxxxxxx (co-inventor of U.S. Patent No. 6,685,941) has assigned all of his rights with respect to the Xxxxxxxx Patent Rights to UM; (i) Xxxx X. June (co-inventor of U.S. Patent No. 6,685,941) has assigned all of his rights with respect to the Xxxxxxxx Patent Rights to The United States of America as represented by the Secretary of the Navy and/or UM; (j) Repligen and/or UM has entered into enforceable written agreement(s) with the Navy granting to Repligen exclusive rights with respect to the rights and interest of Xxxx X. June and the Navy with respect to the Xxxxxxxx Patent Rights which enables Licensors to grant the exclusive license to BMS under this Agreement, subject only to the rights retained by the Navy in accordance with the terms with the Navy License Agreement as modified by the Written Approval Letter; (k) no Third Party has any rights to enforce the Xxxxxxxx Patent Rights; (l) it has not entered into any agreements, or relinquished any rights, related to the Xxxxxxxx Patent Rights or Other Patents between March 5, 2008 and the Effective Date of this Agreement, with any Third Party, other than the Navy and except as provided in Section 8.1; (m) it will maintain, fully perform its obligations and will not relinquish any of its rights under any agreements existing as of the Effective Date granting or transferring any rights to it with respect to the Xxxxxxxx Patent Rights or Other Patents, except as provided in Section 8.1 and without limiting Section 8.2; (n) with respect to any and all agreements of Licensor through which Licensor has acquired or holds any rights to the Xxxxxxxx Patent Rights: the rights under each such agreement are and shall remain in full force and effect; Licensor has not committed any act or failed to do any act that would constitute a breach of the agreement or provide any Person with a right to terminate the agreement; and Licensor will provide BMS with any notice of default or deficiency received from any party to the agreement at least 20 days prior to the expiration of any period allowed to cure the default or deficiency, and thereafter BMS shall have the right (but not the obligation or responsibility) to cure the alleged default or deficiency and to deduct any payment made for that purpose from the next royalty payment(s) due to Repligen under Article 3 but only if such default or deficiency is cured through a monetary payment; (o) prior to the Effective Date it has obtained any necessary approval from HHMI to enter into and grant the rights and licenses to BMS under this Agreement; and (p) prior to the Effective Date Repligen has provided BMS with a copy of the Written Approval Lettercommercially feasible.

Representations and Warranties of Licensor. Each Licensor Licensor, on behalf of itself and its Affiliates, represents and warrants to BMS that, as of the Effective Date: (a) it has the full all requisite legal right, power, and corporate authority to enter into execute and deliver all documents required to be executed (including this Agreement Agreement), and to make the covenants perform all of its obligations under and grant the all rights and licenses set forth in this Agreement, and that this Agreement is enforceable against it in accordance with its termsthis Agreement; (b) UM it has good and marketable title to the Navy are the joint owners of Patents (including, without limitation, all right, title, and interest in the Patents and the right to U.S. xxx for past, present and future infringements thereof); Licensor has the legal right to grant the Patent No. 6,685,941License set forth in Section 1.2 to RPX, and, subject to confidentiality provisions (if applicable), it has provided to RPX accurate and complete copies of all agreements under which it obtained by assignment or otherwise such title to the Patents; (c) Repligen is the exclusive licensee with respect Patents are not subject to Xxxxxxxx Patent Rights and Licensors jointly have the full legal rightany licenses, power and ability covenants not to extend xxx, liens, security interests, or other encumbrances that would impair the rights and grant the exclusive licenses ingranted hereunder, and, to and the best of Licensor’s knowledge, except for the Xxxxxxxx Patent Rights License granted in Section 1 of this Agreement and any licenses, covenants not to BMS as set forth xxx, liens, security interests, settlement agreements or other encumbrances identified in this AgreementExhibit F attached hereto, the Patents are not subject to any licenses, covenants not to xxx, liens, security interests, or other encumbrances; (d) Licensor is not a to the best of Licensor’s knowledge, the inventions and discoveries described in the Patents were made solely by the inventor(s) named in the Patents, without misappropriation of any trade secrets, confidential information, or other rights of any person, and no other party has any rights with respect to any agreement such inventions or other binding commitment or obligation of any kind, to the terms of which (i) conflict with the covenants and obligations of Licensor under this Agreement or the rights granted by Licensor to BMS under this Agreement or (ii) derogates from the rights granted by Licensor to BMS in this Agreement or the ability of Licensor to perform its covenants and obligations under this AgreementPatents; (e) except for all maintenance fees, annuities and other payments owed to the exclusive license granted by UM to Repligen, PTO or any foreign patent office in connection with the Patents have been timely paid and the rights of HHMI under Section 2.2 of the License Agreement dated July 24, 2000 between Repligen and UM, are current as of the Effective Date, no Third Party holds any license and/or any option for a license and/or the grant of a covenant not to xxx, from UM with respect to the Xxxxxxxx Patent Rights; (f) as it has not entered and shall not enter into any agreement that would materially impair or conflict with its obligations hereunder; (i) except for the Patent License granted in Section 1 of this Agreement, and except for the Effective Dateencumbrances set forth on Exhibit F attached hereto, no Third Party holds other Entity has any license and/or any option for a license and/or the grant of a covenant not to xxx, from Repligen or similar rights with respect to the Xxxxxxxx Patent Rights, (g) it will not after Patents or any such inventions or discoveries described in the Effective Date enter into any agreementsPatents; and there has been no previous sale, contracts transfer, assignment or other arrangementsgrant of rights under the Patents or any other agreement by Licensor that affects, in any manner, title to, or relinquish RPX’s or any rightsRPX Licensee’s enjoyment of, that would be inconsistent with the Patents or the underlying inventions, including, but not limited to, an assignment of full or partial rights in conflict with or in derogation to one or more of BMS’s rights and licenses under this Agreement the Patents, an exclusive license to one or Licensor’s obligations under this Agreementmore of the Patents, except as provided in Section 8.1 and without limiting Section 8.2or a right or option to obtain an exclusive license; (h) Xxxxx X. Xxxxxxxx (co-inventor performance of U.S. Patent No. 6,685,941) has assigned all this Agreement does not and will not conflict with or result in a breach of his rights with respect any agreement to the Xxxxxxxx Patent Rights to UMwhich it is bound; (i) Xxxx X. June other than the Licensor Litigations, the Patents have not been asserted against any third party, in a licensing, litigation or other context, in a manner in which the third party (co-inventor of U.S. Patent No. 6,685,941i) has assigned all been accused of his rights with respect infringing the Patents or (ii) has standing to the Xxxxxxxx Patent Rights to The United States of America as represented by the Secretary of the Navy and/or UMbring a declaratory judgment action; (j) Repligen and/or UM has entered into enforceable written agreement(s) with the Navy granting to Repligen exclusive rights with respect other than as related to the rights Licensor Litigations, the Patents are not and interest have not been the subject of Xxxx X. June and the Navy with respect any pending or past litigation, or to the Xxxxxxxx Patent Rights which enables Licensors to grant the exclusive license to BMS under this Agreementknowledge of Licensor following reasonable due diligence and investigation, subject only to the rights retained by the Navy in accordance with the terms with the Navy License Agreement as modified by the Written Approval Letterany reexamination, reissue or interference proceeding, or other inter partes legal proceeding before any tribunal of competent jurisdiction; (k) no Third Party patent claim in the Patents has been adjudicated to be invalid or unenforceable, in whole or in part, for any rights to enforce reason, in any administrative, arbitration, or judicial proceeding before a tribunal of competent jurisdiction, and Licensor has not received notice from any third party threatening the Xxxxxxxx Patent Rightsfiling of any such proceeding except for any notice from any Licensor Defendant in connection with a Licensor Litigation; (l) it has not entered into any agreementsto the best of Licensor’s knowledge, other than as asserted in affirmative defenses, counterclaims, or relinquished any rights, otherwise related to the Xxxxxxxx Patent Rights Licensor Litigations, none of the inventors of the Patents nor their counsel: (i) intentionally failed to disclose any material, non-cumulative prior art references to the PTO or Other Patents between March 5, 2008 and any foreign patent offices requiring such disclosure in connection with the Effective Date prosecution of this Agreement, any Patents; (ii) made any material misstatements or misrepresentations to the PTO or any foreign patent offices in connection with the prosecution of any Third Party, other than of the Navy and except as provided Patents; or (iii) engaged in Section 8.1any act or omission inconsistent with the duty of candor owed to the PTO or to any foreign patent offices; (m) it will maintainLicensor does not own any right, fully perform its obligations and will not relinquish title or interest in, or have exclusive license rights under, any of its rights under any agreements existing as of patents or patent applications other than the Patents. To the extent that on the Effective Date granting Date, Licensor owns any right, title or transferring interest in, or has exclusive license rights under, any rights patents or patent applications that are not expressly listed on Exhibit B, their omission from Exhibit B was inadvertent and such patents and patent applications were intended to it with respect to the Xxxxxxxx Patent Rights or Other Patentsbe, except and shall be treated as provided in Section 8.1 and without limiting Section 8.2;if they were, included on Exhibit B; and (n) with respect to any and all agreements of other than as asserted in affirmative defenses, counterclaims, or otherwise in the Licensor through which Licensor has acquired or holds any rights Litigations, there is no pending or, to the Xxxxxxxx Patent Rights: knowledge of Licensor, threatened claim that the rights under each such agreement are and shall remain in full force and effect; Licensor has not committed any act or failed to do any act that would constitute a breach practice of the agreement inventions described in the Patents infringes any patents or provide patent applications of any Person with a right to terminate the agreement; and Licensor will provide BMS with any notice of default or deficiency received from any third party and, to the agreement at least 20 days prior to the expiration knowledge of Licensor, there is no basis for any period allowed to cure the default or deficiency, and thereafter BMS shall have the right (but not the obligation or responsibility) to cure the alleged default or deficiency and to deduct any payment made for that purpose from the next royalty payment(s) due to Repligen under Article 3 but only if such default or deficiency is cured through a monetary payment; (o) prior to the Effective Date it has obtained any necessary approval from HHMI to enter into and grant the rights and licenses to BMS under this Agreement; and (p) prior to the Effective Date Repligen has provided BMS with a copy of the Written Approval Letterclaim.