Common use of Representations and Warranties of Licensor Clause in Contracts

Representations and Warranties of Licensor. Licensor represents and warrants to Genomatica as of the Effective Date that: (a) Licensor is a corporation validly existing and in good standing under the laws of Italy. Licensor has all requisite power and authority to carry on its business and to own and use the assets and properties owned and used by it. (b) Licensor has all requisite power and authority to execute and deliver this License Agreement and to perform its obligations hereunder. The execution and delivery of this License Agreement by Licensor and the performance by Licensor of its obligations hereunder have been duly and validly authorized by all necessary action on the part of Licensor. This License Agreement has been duly and validly executed and delivered by Licensor and, assuming the due authorization, execution and delivery by Genomatica, constitutes a valid and binding obligation of Licensor enforceable against Licensor in accordance with its terms. (c) The execution and delivery of this License Agreement by Licensor and the performance by Licensor of its obligations hereunder, does not and will not, as the case may be, (i) conflict with or violate any provision of the Certificate of Incorporation or By-Laws of Licensor, (ii) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract, agreement or arrangement (written or oral), franchise or permit to which Licensor is a party or by which Licensor is bound, (iii) result in the imposition of any lien, claim, charge or encumbrance upon any Licensor Intellectual Property, or (iv) violate any Law applicable to Licensor. (d) There is no action, suit, proceeding, or material claim or investigation pending or threatened against Licensor, in any court or by or before any governmental authority, or before any arbitrator of any kind, which, if adversely determined, would restrict Licensor’s ability to perform its obligations hereunder. Licensor knows of no basis for any such action, suit, claim, investigation, or proceeding. (e) Licensor is the exclusive owner of the Licensor Intellectual Property, and it has the right to grant Genomatica the limited license under Article 2.1 and other rights granted in this License Agreement without conflict with the rights of any Third Party, or has secured all necessary and appropriate consents to license the same. (f) The Licensor Intellectual Property is not subject to any claims, encumbrances, liens, licenses, judgments and/or security interests that could reasonably be expected to have an adverse effect on the right to practice such Licensor Intellectual Property in the BDO Field, and none of the Licensor Intellectual Property is the current subject of any litigation, interference or opposition proceeding. (g) Licensor is unaware of any publications or activities (including, without limitation, patents, articles, and public uses or sales) by it or others, which could reasonably be expected to invalidate any claim(s) of any patent or patent application included in the Licensor Intellectual Property. (h) Licensor is not aware of any Third Party Intellectual Property that could reasonably be expected to be infringed or asserted to be infringed by practice of the Licensor Intellectual Property in the performance of this License Agreement. (i) Licensor has and will continue to have the legal power to extend the rights granted to Genomatica in this License Agreement with respect to Licensor Intellectual Property, and it has not made and will not make any commitments to others inconsistent with or in derogation of such rights.

Representations and Warranties of Licensor. Licensor represents and warrants to Genomatica as of the Effective Date Licensee that:, (a) The License granted hereunder does not infringe any patent, trade secret or other property or proprietary rights of any third party. Licensor is a corporation validly existing the exclusive owner of all Know-how licensed hereunder and in good standing under the laws of Italyshall use its best efforts to prosecute its pending patent application to completion, and to protect all trade secrets and other intellectual property. Licensor has all requisite power and authority not granted a license to carry on its business and the Brands or Products to own and use any other party in the assets and properties owned and used by itTerritory. (b) Licensor has all requisite power and authority to execute and deliver All proceeds received from Licensee under this License Agreement and to perform its obligations hereunder. The execution and delivery of this License Agreement license will be applied by Licensor first to satisfy all legal obligations to employees and the performance by Licensor government instrumentalities, and next to trade creditors, prior to any payments to shareholders for interest on debt, repayment of its obligations hereunder have been duly and validly authorized by all necessary action on the part of Licensor. This License Agreement has been duly and validly executed and delivered by Licensor anddebt principal, assuming the due authorization, execution and delivery by Genomatica, constitutes a valid and binding obligation or dividends or other distribution in respect of Licensor enforceable against Licensor in accordance with its termsstock. (c) The execution Licensor has good title to the Products to be sold to Licensee and delivery of this License Agreement by Licensor and the performance by Licensor of its obligations customers hereunder, does not and will notsuch inventory and equipment is, and at the time of conveyance to Licensee or its customers, as the case may be, shall be, free and clear of all liens or encumbrances. (id) conflict Licensor has full authority to execute and to perform this Agreement in accordance with or violate any provision its terms; the execution and delivery of this Agreement and the consummation of the Certificate of Incorporation or By-Laws of Licensor, (ii) transactions contemplated hereby does not and will not conflict with, result in a breach ofbreach, constitute (violation or default or give rise to an event which, with the giving of notice or after the passage of time, or both, would conflict with or without due notice or lapse of time or both) a default under, result in a breach, violation or default of any of the acceleration ofterms or provisions or of any indenture, create in any party the right to accelerateagreement, terminatejudgment, modify decree or cancel, other instrument or require any notice, consent or waiver under, any contract, agreement or arrangement (written or oral), franchise or permit restriction to which Licensor is a party or by which Licensor may be bound or affected; and no further authorization or approval, whether of governmental bodies or otherwise, is bound, (iii) result necessary in order to enable Licensor to enter into and perform the imposition of any lien, claim, charge or encumbrance upon any Licensor Intellectual Property, or (iv) violate any Law applicable to Licensor. (d) There is no action, suit, proceeding, or material claim or investigation pending or threatened against Licensor, in any court or by or before any governmental authority, or before any arbitrator of any kind, which, if adversely determined, would restrict Licensor’s ability to perform its obligations hereunder. Licensor knows of no basis for any such action, suit, claim, investigation, or proceedingsame. (e) This Agreement constitutes a valid and binding obligation enforceable against Licensor is the exclusive owner of the Licensor Intellectual Property, and it has the right to grant Genomatica the limited license under Article 2.1 and other rights granted in this License Agreement without conflict accordance with the rights of any Third Party, or has secured all necessary and appropriate consents to license the sameits terms. (f) The Licensor Intellectual Property is not subject to any claims, encumbrances, liens, licenses, judgments and/or security interests that could reasonably be expected to have an adverse effect on the right to practice such Licensor Intellectual Property in the BDO Field, and none of the Licensor Intellectual Property is the current subject of any litigation, interference or opposition proceeding. (g) Licensor is unaware of any publications or activities (including, without limitation, patents, articles, and public uses or sales) by it or others, which could reasonably be expected to invalidate any claim(s) of any patent or patent application included in the Licensor Intellectual Property. (h) Licensor is not aware of any Third Party Intellectual Property that could reasonably be expected to be infringed or asserted to be infringed by practice of the Licensor Intellectual Property in the performance of this License Agreement. (i) Licensor has and will continue to have the legal power to extend the rights granted to Genomatica in this License Agreement with respect to Licensor Intellectual Property, and it has not made and will not make any commitments to others inconsistent with or in derogation of such rights.

Representations and Warranties of Licensor. Licensor represents and warrants to Genomatica Licensee as of the Effective Date thatfollows: (a) 14.1 U. S. Licensor is a corporation duly organized, validly existing and in good standing under the laws of Italy. the State of Delaware and International Licensor is a corporation duly organized, validly existing and in good standing under the laws of Switzerland. 14.2 Licensor has all requisite power and authority to carry on its business and to own and use the assets and properties owned and used by it. (b) Licensor has all requisite corporate power and authority to execute and deliver this License Agreement and to perform its obligations hereunderunder this Agreement. The execution and delivery of this License Agreement by Licensor and the performance by Licensor of its obligations hereunder have been duly and validly authorized by all necessary action on the part of Licensor. This License Agreement has been duly and validly authorized, executed and delivered by Licensor and, assuming the due authorization, execution and delivery by Genomatica, constitutes a valid and binding obligation of Licensor Licensor, enforceable against Licensor in accordance with its terms, except that (i) such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditor's rights and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and the discretion of the court in which any proceeding therefor may be brought. (c) 14.3 The execution execution, delivery and delivery performance of this License Agreement by Licensor and the performance by Licensor of its obligations hereunder, does will not and will not, as the case may be, (i) conflict with or violate any provision of the Certificate Articles of Incorporation or By-Laws of Licensor, (ii) violate, or be in conflict with, result in or constitute a breach of, constitute default of or termination event (or an event which with or without due notice or lapse of time or both) , would 29 30 constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver a termination event) under, any contract, agreement or arrangement (written or oral), franchise or permit to which Licensor is a party party, or by which Licensor is bound, (iii) result in the imposition of any lien, claim, charge or encumbrance upon any Licensor Intellectual Property, or (iv) violate any Law applicable to statute or law or any judgment, decree, order, regulation or rule or any court or governmental authority binding on Licensor. (d) There is no action14.4 No consent, suit, proceedingapproval or authorization of, or material claim declaration, filing or investigation pending or threatened against Licensorregistration with, in any court or by or before any governmental authorityor regulatory authority or other Person, or before except any arbitrator which have already been obtained, is required in connection with the execution, delivery and performance of any kind, which, if adversely determined, would restrict this Agreement by Licensor’s ability to perform its obligations hereunder. Licensor knows of no basis for any such action, suit, claim, investigation, or proceeding. (e) 14.5 U.S. Licensor is the sole and exclusive owner of the Licensor Intellectual Property, Licensed Trademarks and it the goodwill attached thereto in the United States and has the sole and exclusive right to grant Genomatica to Licensee the limited license under Article 2.1 rights purported to be granted hereunder to use the Licensed Trademarks in connection with the Exploitation of Licensed Products in the United States. International Licensor is the sole and other exclusive owner of the Licensed Trademarks and the goodwill attached thereto in the rest of the world and has the sole and exclusive right to grant to Licensee the rights purported to be granted hereunder to use the Licensed Trademarks in this License Agreement without conflict connection with the Exploitation of Licensed Products in the rest of the world. No proceedings have been instituted, are pending or, to the knowledge of Licensor, threatened, which challenge the rights of any Third PartyLicensor in respect to the Licensed Trademarks or the validity thereof which, or has secured all necessary if resulting in a judgment adverse to Licensor, would materially and appropriate consents to license the same. (f) The Licensor Intellectual Property is not subject to any claims, encumbrances, liens, licenses, judgments and/or security interests that could reasonably be expected to have an adverse effect on the right to practice such Licensor Intellectual Property in the BDO Field, and none of the Licensor Intellectual Property is the current subject of any litigation, interference or opposition proceeding. (g) Licensor is unaware of any publications or activities (including, without limitation, patents, articles, and public uses or sales) by it or others, which could reasonably be expected to invalidate any claim(s) of any patent or patent application included in the Licensor Intellectual Property. (h) Licensor is not aware of any Third Party Intellectual Property that could reasonably be expected to be infringed or asserted to be infringed by practice of the Licensor Intellectual Property in the performance of this License Agreement. (i) Licensor has and will continue to have the legal power to extend adversely affect the rights granted to Genomatica in this License Agreement with respect Licensee hereunder; to Licensor Intellectual Propertythe knowledge of Licensor, none of the Licensed Trademarks infringes upon or otherwise violates the rights of others or is being infringed by others and it has not made none is subject to any outstanding order, decree, judgment, stipulation or charge which will materially and will not make any commitments adversely affect the rights granted to others inconsistent with or in derogation of such rightsLicensee hereunder.

Representations and Warranties of Licensor. Licensor represents and warrants to Genomatica as of the Effective Date Licensee that:, (a) The License granted hereunder does not infringe any patent, trade secret or other property or proprietary rights of any third party. Licensor is a corporation validly existing the exclusive owner of all Know-how licensed hereunder and in good standing under the laws of Italyshall use its best efforts to prosecute its pending patent application to completion, and to protect all trade secrets and other intellectual property. Licensor has all requisite power and authority not granted a license to carry on its business and the Brands or Products to own and use any other party in the assets and properties owned and used by itTerritory. This paragraph excludes any distribution rights granted to beverage distributors prior to the date hereof. (b) Licensor has all requisite power and authority to execute and deliver All proceeds received from Licensee under this License Agreement and to perform its obligations hereunder. The execution and delivery of this License Agreement license will be applied by Licensor first to satisfy all legal obligations to employees and the performance by Licensor government instrumentalities, and next to trade creditors, prior to any payments to shareholders for interest on debt, repayment of its obligations hereunder have been duly and validly authorized by all necessary action on the part of Licensor. This License Agreement has been duly and validly executed and delivered by Licensor anddebt principal, assuming the due authorization, execution and delivery by Genomatica, constitutes a valid and binding obligation or dividends or other distribution in respect of Licensor enforceable against Licensor in accordance with its termsstock. (c) The execution Licensor has good title to the Products to be sold to Licensee and delivery of this License Agreement by Licensor and the performance by Licensor of its obligations customers hereunder, does not and will notsuch inventory and equipment is, and at the time of conveyance to Licensee or its customers, as the case may be, shall be, free and clear of all liens or encumbrances. (id) conflict Licensor has full authority to execute and to perform this Agreement in accordance with or violate any provision its terms; the execution and delivery of this Agreement and the consummation of the Certificate of Incorporation or By-Laws of Licensor, (ii) transactions contemplated hereby does not and will not conflict with, result in a breach ofbreach, constitute (violation or default or give rise to an event which, with the giving of notice or after the passage of time, or both, would conflict with or without due notice or lapse of time or both) a default under, result in a breach, violation or default of any of the acceleration ofterms or provisions or of any indenture, create in any party the right to accelerateagreement, terminatejudgment, modify decree or cancel, other instrument or require any notice, consent or waiver under, any contract, agreement or arrangement (written or oral), franchise or permit restriction to which Licensor is a party or by which Licensor may be bound or affected; and no further authorization or approval, whether of governmental bodies or otherwise, is bound, (iii) result necessary in order to enable Licensor to enter into and perform the imposition of any lien, claim, charge or encumbrance upon any Licensor Intellectual Property, or (iv) violate any Law applicable to Licensor. (d) There is no action, suit, proceeding, or material claim or investigation pending or threatened against Licensor, in any court or by or before any governmental authority, or before any arbitrator of any kind, which, if adversely determined, would restrict Licensor’s ability to perform its obligations hereunder. Licensor knows of no basis for any such action, suit, claim, investigation, or proceedingsame. (e) This Agreement constitutes a valid and binding obligation enforceable against Licensor is the exclusive owner of the Licensor Intellectual Property, and it has the right to grant Genomatica the limited license under Article 2.1 and other rights granted in this License Agreement without conflict accordance with the rights of any Third Party, or has secured all necessary and appropriate consents to license the sameits terms. (f) The Licensor Intellectual Property is not subject to any claims, encumbrances, liens, licenses, judgments and/or security interests that could reasonably be expected to have an adverse effect on the right to practice such Licensor Intellectual Property in the BDO Field, and none of the Licensor Intellectual Property is the current subject of any litigation, interference or opposition proceeding. (g) Licensor is unaware of any publications or activities (including, without limitation, patents, articles, and public uses or sales) by it or others, which could reasonably be expected to invalidate any claim(s) of any patent or patent application included in the Licensor Intellectual Property. (h) Licensor is not aware of any Third Party Intellectual Property that could reasonably be expected to be infringed or asserted to be infringed by practice of the Licensor Intellectual Property in the performance of this License Agreement. (i) Licensor has and will continue to have the legal power to extend the rights granted to Genomatica in this License Agreement with respect to Licensor Intellectual Property, and it has not made and will not make any commitments to others inconsistent with or in derogation of such rights.

Representations and Warranties of Licensor. Licensor represents and warrants to Genomatica as of the Effective Date sanofi-aventis that: (a) Licensor is a corporation validly existing and in good standing under the laws of Italy. Licensor has all requisite power and authority to carry on its business and to own and use the assets and properties owned and used by it. (b) Licensor has all requisite power and authority to execute and deliver this License Agreement and to perform its obligations hereunder. The execution and delivery of this License Agreement by Licensor and the performance by Licensor of its obligations hereunder have been duly and validly authorized by all necessary All corporate action on the part of Licensor. This License Agreement has been duly , its officers, directors and validly executed and delivered by Licensor and, assuming stockholders necessary for (i) the due authorization, execution and delivery by Genomatica, of this Agreement and (ii) the performance of all obligations of Licensor hereunder has been taken and this Agreement constitutes a valid the legal and binding obligation of Licensor Licensor, enforceable against Licensor in accordance with its terms. (cb) The execution and delivery of this License Agreement and the performance of the transactions contemplated by this Agreement by Licensor and the performance by Licensor of its obligations hereunder, does will not and will not, as the case may be, (i) conflict with or violate any provision of the Certificate of Incorporation or By-Laws of Licensor, (ii) conflict with, result in a breach of any of the terms, conditions or provisions of, or constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in under any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract, agreement or arrangement (written or oral), franchise or permit other instrument to which Licensor is a party or by which Licensor it or any of its property is bound. (c) Schedule A provides a true, complete and correct list as of the Effective Date of all Patents Rights included within the Licensor Patents, and the filing date, issue date and patent numbers of each such Patent Right (iii) result in collectively, the imposition “Issued Patents”), and all applications for patents included within the Licensor Patents, including the title, filing date and serial number of any lieneach such application (collectively, claim, charge or encumbrance upon any Licensor Intellectual Property, or (iv) violate any Law applicable to Licensorthe “Patent Applications”). (d) There is no action, suit, proceeding, or material claim or investigation pending or threatened against Licensor, in any court or by or before any governmental authority, or before any arbitrator of any kind, which, if adversely determined, would restrict Licensor’s ability Licensor has the right to perform its obligations hereunder. grant sanofi-aventis the licenses that Licensor knows of no basis for any such action, suit, claim, investigation, or proceedinghereby grants to sanofi-aventis under this Agreement. (e) Licensor is (i) owns and holds, free and clear of all Liens, all right, title and interest in the Licensor Intellectual Property; (ii) has the exclusive owner right to use and license the Licensor Intellectual Property for the Product on a worldwide basis and (iii) has the exclusive right to bring actions for the infringement of the Licensor’s Intellectual Property. Licensor has not granted (and is not obligated to grant) to any other Person any license, option or other rights with respect to the Licensor Intellectual Property for the Product. (f) Licensor has used its best efforts to protect the confidentiality of any Licensor Know-How. (g) There is no pending or, to the knowledge of Licensor, threatened claim, investigation, arbitration, grievance, litigation, action, suit or proceeding, administrative or judicial, to which Licensor is a party (i) relating to the Licensor Intellectual Property, and it has the Compound or the Product (whether as a plaintiff, defendant or otherwise), at Law or in equity or otherwise, or before any Authority; (ii) contesting the patentability, validity, enforceability, ownership or right to grant Genomatica the limited use, assign, license under Article 2.1 and other rights granted in this License Agreement without conflict with the rights or dispose of any Third Party, or has secured all necessary and appropriate consents to license the same. (f) The Licensor Intellectual Property is not subject to any claims, encumbrances, liens, licenses, judgments and/or security interests that could reasonably be expected to have an adverse effect on the right to practice such Licensor Intellectual Property in the BDO Field, and none of the Licensor Intellectual Property is the current subject of any litigation, interference or opposition proceeding. (g) Licensor is unaware of any publications or activities (including, without limitation, patents, articles, and public uses or sales) by it or others, which could reasonably be expected to invalidate any claim(s) of any patent or patent application included in the Licensor Intellectual Property, the Compound or the Product; (iii) asserting that the Licensor Intellectual Property, the Compound or the Product (or the design, manufacture, use, or Commercialization of any of the foregoing) conflicts or will conflict with the Intellectual Property of any other Person, and, to the knowledge of Licensor, there is no basis for any such claim, investigation, arbitration, grievance, litigation, action, suit or proceeding, administrative or judicial, being made or threatened. To Licensor’s knowledge, the Issued Patents are in full force and effect, and are valid and enforceable. (h) Licensor is To Licensor’s knowledge, the exercise by sanofi-aventis of the licensed rights granted to it hereunder, including without limitation, the manufacturing and/or Commercialization of the Compound or the Product, does not aware of and will not infringe or otherwise violate any Third Party Intellectual Property that could reasonably be expected to be infringed or asserted to be infringed by practice of the Licensor Intellectual Property in the performance of this License AgreementProperty. (i) Licensor has covenants and will continue agrees to have obtain a right for sanofi-aventis to access the legal power to extend the rights granted to Genomatica in this License Agreement data developed by any of its licensees or sublicensees with respect to Licensor Intellectual Property, and it has not made and will not make any commitments to others inconsistent with the Product or in derogation of such rightsthe Product Improvement.

Representations and Warranties of Licensor. Licensor represents and warrants the following to Genomatica as of the Effective Date thatLicensee: (a) Licensor is a corporation duly organized, validly existing and in good standing under the laws of Italy. Licensor has all requisite power and authority to carry on its business and to own and use the assets and properties owned and used by itState of New York. (b) Licensor has all requisite corporate power and authority to execute and deliver this License Agreement and to perform its obligations hereunderunder this Agreement. The execution and delivery of this License Agreement by Licensor and the performance by Licensor of its obligations hereunder have been duly and validly authorized by all necessary action on the part of Licensorcorporate action. This License Agreement has been duly and validly authorized, executed and delivered by Licensor and, assuming the due authorization, execution and delivery by Genomatica, constitutes a valid and binding obligation of Licensor Licensor, enforceable against Licensor in accordance with its terms, except that (i) such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditor's rights and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and the discretion of the court in which any proceeding therefor may be brought. (c) The execution execution, delivery and delivery performance of this License Agreement by Licensor and the performance by Licensor of its obligations hereunder, does will not and will not, as the case may be, (i) conflict with or violate any provision of the Certificate Articles of Incorporation or By-Laws Bylaws of Licensor, (ii) violate, or be in conflict with, result in or constitute a breach ofdefault of or termination event (or an event which, constitute (with or without due notice or lapse of time or both) , would constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver a termination event) under, any contract, agreement or arrangement (written or oral), franchise or permit to which Licensor is a party party, or by which Licensor is bound, (iii) result in the imposition violate any applicable statute or law or any judgment, decree, order, regulation or rule of any lien, claim, charge court or encumbrance upon any Licensor Intellectual Property, or (iv) violate any Law applicable to governmental authority binding on Licensor. (d) There is no actionNo consent, suit, proceedingapproval or authorization of, or material claim declaration, filing or investigation pending or threatened against Licensorregistration with, in any court or by or before any governmental authorityor regulatory authority or other Person is required in connection with the execution, or before any arbitrator delivery and performance of any kind, which, if adversely determined, would restrict this Agreement by Licensor’s ability to perform its obligations hereunder. Licensor knows of no basis for any such action, suit, claim, investigation, or proceeding. (e) Licensor is the sole and exclusive owner (legal and beneficial) of the Licensed Xxxx with respect to Merchandise anywhere in the Territory and to the goodwill attached to the Licensed Xxxx. Licensor Intellectual Propertyhas the sole and exclusive right to use the Licensed Xxxx as a trademark in connection with the Exploitation of Merchandise anywhere in the Territory and, and it to its knowledge anywhere else in the world. Licensor has not Transferred to any Person the right to grant Genomatica use the limited license under Article 2.1 and other rights granted Licensed Xxxx in this License Agreement without conflict connection with the rights Exploitation of any Third Party, or has secured all necessary and appropriate consents to license Merchandise anywhere in the same. (f) world. The Licensor Intellectual Property is use of the Licensed Xxxx by the Licensee in the manner contemplated by this Agreement will not subject Licensee or any Licensee Indemnified Party to any claims, encumbrances, liens, licenses, judgments and/or security interests that could reasonably be expected to have an adverse effect on the right to practice such Licensor Intellectual Property in the BDO Field, and none of the Licensor Intellectual Property is the current subject of any litigation, interference or opposition proceeding. liability (g) Licensor is unaware of any publications or activities (including, including without limitation, patentsdamages and/or injunctive or other equitable relief) for unfair competition or infringement of statutory or common law trademark, articlestrade name, and public uses intellectual property or sales) by it or others, which could reasonably be expected to invalidate any claim(s) similar rights of any patent or patent application included in the Licensor Intellectual Propertyother Persons. (h) Licensor is not aware of any Third Party Intellectual Property that could reasonably be expected to be infringed or asserted to be infringed by practice of the Licensor Intellectual Property in the performance of this License Agreement. (i) Licensor has and will continue to have the legal power to extend the rights granted to Genomatica in this License Agreement with respect to Licensor Intellectual Property, and it has not made and will not make any commitments to others inconsistent with or in derogation of such rights.

Representations and Warranties of Licensor. Licensor represents and warrants to Genomatica as of the Effective Date Licensee that:, (a) The License granted hereunder does not infringe any patent, trade secret or other property or proprietary rights of any third party. Licensor is a corporation validly existing the exclusive owner of all Know-how licensed hereunder and in good standing under the laws of Italyshall use its best efforts to prosecute its pending patent application to completion, and to protect all trade secrets and other intellectual property. Licensor has all requisite power and authority not granted a license to carry on its business and the Brands or Products to own and use any other party in the assets and properties owned and used by itTerritory. This paragraph excludes any distribution rights granted to beverage distributors prior to the date hereof. (b) Licensor has all requisite power and authority to execute and deliver All proceeds received from Licensee under this License Agreement and to perform its obligations hereunder. The execution and delivery of this License Agreement license will be applied by Licensor first to satisfy all legal obligations to employees and the performance by Licensor government instrumentalities, and next to trade creditors, prior to any payments to shareholders for interest on debt, repayment of its obligations hereunder have been duly and validly authorized by all necessary action on the part of Licensor. This License Agreement has been duly and validly executed and delivered by Licensor anddebt principal, assuming the due authorization, execution and delivery by Genomatica, constitutes a valid and binding obligation or dividends or other distribution in respect of Licensor enforceable against Licensor in accordance with its termsstock. (c) The execution Licensor has good title to the Products to be sold to Licensee and delivery of this License Agreement by Licensor and the performance by Licensor of its obligations customers hereunder, does not and will notsuch inventory and equipment is, and at the time of conveyance to Licensee or its customers, as the case may be, shall be, free and clear of all liens or encumbrances. (id) conflict Licensor has full authority to execute and to perform this Agreement in accordance with or violate any provision its terms; the execution and delivery of this Agreement and the consummation of the Certificate of Incorporation or By-Laws of Licensor, (ii) transactions contemplated hereby does not and will not conflict with, result in a breach ofbreach, constitute (violation or default or give rise to an event which, with the giving of notice or after the passage of time, or both, would conflict with or without due notice or lapse of time or both) a default under, result in a breach, violation or default of any of the acceleration ofterms or provisions or of any indenture, create in any party the right to accelerateagreement, terminatejudgment, modify decree or cancel, other instrument or require any notice, consent or waiver under, any contract, agreement or arrangement (written or oral), franchise or permit restriction to which Licensor is a party or by which Licensor may be bound or affected; and no further authorization or approval, whether of governmental bodies or otherwise, is bound, (iii) result necessary in order to enable Licensor to enter into and perform the imposition of any lien, claim, charge or encumbrance upon any Licensor Intellectual Property, or (iv) violate any Law applicable to Licensor. (d) There is no action, suit, proceeding, or material claim or investigation pending or threatened against Licensor, in any court or by or before any governmental authority, or before any arbitrator of any kind, which, if adversely determined, would restrict Licensor’s ability to perform its obligations hereunder. Licensor knows of no basis for any such action, suit, claim, investigation, or proceedingsame. (e) This Agreement constitutes a valid and binding obligation enforceable against Licensor is the exclusive owner of the Licensor Intellectual Property, and it has the right to grant Genomatica the limited license under Article 2.1 and other rights granted in this License Agreement without conflict accordance with the rights of any Third Party, or has secured all necessary and appropriate consents to license the same. (f) its terms. The Licensor Intellectual Property is not subject to any claims, encumbrances, liens, licenses, judgments and/or security interests that could reasonably be expected to have an adverse effect on the right to practice such Licensor Intellectual Property in the BDO Field, and none of the Licensor Intellectual Property is the current subject of any litigation, interference or opposition proceeding. (g) Licensor is unaware of any publications or activities (including, without limitation, patents, articles, and public uses or sales) by it or others, which could reasonably be expected to invalidate any claim(s) of any patent or patent application included in the Licensor Intellectual Property. (h) Licensor is not aware of any Third Party Intellectual Property that could reasonably be expected to be infringed or asserted to be infringed by practice of the Licensor Intellectual Property in the performance of this Herbal Collection 6 Brand License Agreement. (i) Licensor has and will continue to have the legal power to extend the rights granted to Genomatica in this License Agreement with respect to Licensor Intellectual Property, and it has not made and will not make any commitments to others inconsistent with or in derogation of such rights.