Common use of Representations and Warranties of Licensor Clause in Contracts

Representations and Warranties of Licensor. Licensor represents and warrants to the Licensees: (a) Licensor (i) is a corporation duly organized, validly existing and in good standing under the laws of its incorporating jurisdiction, and (ii) has all requisite corporate power and authority to enter into this Agreement. (b) This Agreement is a valid and binding obligation of Licensor enforceable in accordance with its terms. (c) Licensor owns or otherwise has the right to permit the licensing of the Licensor Technology and the Selected Non-Ethanol Technology (as to the applicable Licensee) as contemplated under this Agreement and the exhibits hereto (including the intellectual property rights embodied therein), and the Licensor Technology and the Selected Non-Ethanol Technology (as to the applicable Licensee), and the use thereof as contemplated in this Agreement do not violate or infringe the intellectual property or proprietary rights of any third party; provided that each Licensee’s sole remedy for any breach of this Section 8.2(c) is infringement indemnification pursuant to Section 9.2. (d) As of the Effective Date, to Licensor’s actual knowledge: (i) there are no pending third party patent applications which, if issued, would cover any of the Licensor Technology or the Selected Non-Ethanol Technology (as to the applicable Licensee); (ii) there are no facts or circumstances which would adversely affect the commercial utility of the Licensor Technology or the Selected Non-Ethanol Technology (as to the applicable Licensee); and (iii) no claims or proceedings against Licensor relating to the Licensor Technology or the Selected Non-Ethanol Technology (as to the applicable Licensee) have been threatened against Licensor. There are no such claims or proceedings pending against Licensor.

Representations and Warranties of Licensor. Licensor represents hereby represents, warrants and warrants covenants to the LicenseesSymphony Collaboration, that: (a) Subject to Section 3.2 and Schedule 2.2, Licensor is the exclusive owner of all right, title, and interest in and to (i) is all Licensed Patent Rights listed on Annex C and not identified as jointly owned or licensed from a corporation duly organized, validly existing and in good standing under the laws of its incorporating jurisdiction, third party and (ii) has all requisite corporate power and authority to enter into this Agreement.the Regulatory Files; (b) This Agreement Licensor has sufficient rights to grant the licenses granted hereunder and the grant of such licenses does not and will not conflict with any 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, as amended. agreement to which Licensor is a valid party or otherwise governing the Licensed Intellectual Property and binding obligation of Licensor enforceable in accordance further represents and warrants that, on an ongoing basis throughout the Term, Licensor shall not enter into any agreement that will conflict with its terms.the rights and licenses granted to the Symphony Collaboration hereunder; (c) To the Knowledge of Licensor, no third party is engaging in any activity that infringes or misappropriates the Licensed Patent Rights or Licensed Know-How; (d) No Licensed Intellectual Property owned by Licensor owns or otherwise has the right to permit the licensing of the Licensor Technology and the Selected Non-Ethanol Technology (as and, to the applicable LicenseeKnowledge 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 has no Knowledge of any facts which would support any such claim; (e) as contemplated under this Agreement and To the exhibits hereto (including Knowledge of Licensor, 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 embodied therein)of any third party; (f) Except as set forth on Annex B, Licensor and/or the Symphony Collaboration 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 Licensor Technology Closing Date in connection with the Symphony Collaboration’s exploitation of the Licensed Intellectual Property (including Sublicensed Intellectual Property) in connection with the development, manufacture, use, sale, or importation of Products hereunder; (g) To the Knowledge of Licensor, the manufacture, use or sale of any Product by the Symphony Collaboration (or its sublicensees) in strict accordance with the licenses herein and the Selected Non-Ethanol Technology (as to the applicable Licensee), and the use thereof as contemplated in other terms of this Agreement do will not violate misappropriate or infringe the intellectual property or proprietary rights of any third party; provided that each Licensee’s sole remedy for , and Licensor has no Knowledge of any breach of this Section 8.2(c) is infringement indemnification pursuant to Section 9.2.facts which would support any such claim; (dh) As The data and information relating to the Third Party License Agreements and the Programs (including such data and information relating to pre-clinical and clinical studies) provided in writing to the Symphony Collaboration 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) Licensor is not in breach or default under any of the Effective DateThird Party License Agreements, and to Licensor’s actual knowledge: (i) Knowledge there are no pending third existing breaches or defaults by any other party patent applications which, if issued, would cover to any of the Licensor Technology or Third Party License Agreements; no event has Portions of this Exhibit were omitted and have been filed separately with the Selected Non-Ethanol Technology (as Secretary of the Commission pursuant to the applicable Licensee); (ii) there are no facts or circumstances which would adversely affect the commercial utility Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. occurred which (with notice, lapse of time or both) could reasonably be expected to constitute a breach or default under any of the Third Party License Agreements by Licensor Technology or to Licensor’s Knowledge by any other party or give any other party the Selected Non-Ethanol Technology (as right to terminate, accelerate or modify any Third Party License Agreement; Licensor will perform, in all material respects, its obligations pursuant to the applicable Licensee)Third Party License Agreements, including those obligations related to Licensor’s performance under the Operative Documents; and (iii) no claims Licensor will not through any act or proceedings against omission, including any act or omission of Licensor relating pursuant to the Licensor Technology Operative Documents, cause any breach or default under, or otherwise cause the Selected Nontermination or amendment of, any Third Party License Agreement; and (j) 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-Ethanol Technology (Xxxxxx Squibb Company, dated as to the applicable Licensee) have been threatened against Licensor. There are no such claims of December 15, 2999, relates to, or proceedings pending against Licensoris exploitable in connection with, any Licensed Intellectual Property, Regulatory Files, Products and/or Programs.

Representations and Warranties of Licensor. Licensor hereby represents and warrants to Symphony Evolution, that, as of the LicenseesEffective Date: (a) Licensor is the owner of all right, title, and interest in and to (i) is all Licensed Patent Rights listed in Annex B and not identified as jointly owned or licensed from a corporation duly organized, validly existing and in good standing under the laws of its incorporating jurisdiction, third party and (ii) has all requisite corporate power and authority to enter into this Agreementthe Regulatory Files; [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (b) This Agreement 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 valid and binding obligation of Licensor enforceable in accordance with its terms.party or otherwise governing the Licensed Intellectual Property; (c) Licensor owns To the Knowledge of Licensor, no third party is engaging in any activity that infringes or otherwise has misappropriates the right to permit the licensing Licensed Intellectual Property; (d) No element of the Licensor Technology Licensed Intellectual Property has been adjudged invalid or unenforceable in whole or part, and the Selected Non-Ethanol Technology (as to the applicable LicenseeKnowledge of Licensor, the issued patents within the Licensed Intellectual Property are valid and enforceable; (e) as contemplated under this Agreement and To the exhibits hereto (including Knowledge of Licensor, 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 XL647, XL784 or XL999 misappropriates or infringes the intellectual property rights embodied therein), and the Licensor Technology and the Selected Non-Ethanol Technology (as to the applicable Licensee), and the use thereof as contemplated in this Agreement do not violate or infringe the intellectual property or proprietary rights of any third party; provided that each Licensee’s sole remedy for any breach and (f) To the Knowledge of Licensor, the manufacture, use or sale of XL647, XL784 or XL999 by Symphony Evolution (or its sublicensees) in strict accordance with the licenses herein and other terms of this Section 8.2(c) is infringement indemnification pursuant to Section 9.2Agreement will not misappropriate or infringe the intellectual property rights of any third party. (d) As of the Effective Date, to Licensor’s actual knowledge: (i) there are no pending third party patent applications which, if issued, would cover any of the Licensor Technology or the Selected Non-Ethanol Technology (as to the applicable Licensee); (ii) there are no facts or circumstances which would adversely affect the commercial utility of the Licensor Technology or the Selected Non-Ethanol Technology (as to the applicable Licensee); and (iii) no claims or proceedings against Licensor relating to the Licensor Technology or the Selected Non-Ethanol Technology (as to the applicable Licensee) have been threatened against Licensor. There are no such claims or proceedings pending against Licensor.

Representations and Warranties of Licensor. Licensor hereby represents and warrants to Symphony GenIsis, that, as of the LicenseesClosing Date: (a) Subject to Section 3.2 and Schedule 2.2, Licensor is the exclusive owner of all right, title, and interest in and to (i) is all Licensed Patent Rights and not identified as jointly owned or licensed from a corporation duly organized, validly existing and in good standing under the laws of its incorporating jurisdiction, third party and (ii) has all requisite corporate power and authority to enter into this Agreement.the Regulatory Files; (b) This Agreement 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 valid party or otherwise governing the Licensed Intellectual Property and binding obligation of Licensor enforceable in accordance further represents and warrants that, on an ongoing basis throughout the Term, Licensor shall not enter into any agreement that will conflict with its terms.the rights and licenses granted to Symphony GenIsis hereunder; (c) Licensor owns To the Knowledge of Licensor, no third party is engaging in any activity that infringes or otherwise has misappropriates the right to permit the licensing Program-Specific Patents or related know-how or trade secrets; (d) No element of the Licensor Technology Licensed Intellectual Property has been adjudged invalid or unenforceable in whole or part, and the Selected Non-Ethanol Technology (as to the applicable LicenseeKnowledge of Licensor, the issued patents within the Licensed Intellectual Property are valid and enforceable; (e) as contemplated under this Agreement and To the exhibits hereto (including Knowledge of Licensor, 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 embodied therein)of any third party; (f) Except as set forth on Annex D, Licensor and/or Symphony GenIsis shall not be liable or otherwise obligated to pay royalties, milestone payments or other consideration pursuant to any agreement Licensor may have with a third party existing on the Closing Date in connection with Symphony GenIsis’ exploitation of the Licensed Intellectual Property (including Sublicensed Intellectual Property) in connection with the development, manufacture, use, sale, or importation of Products [***] hereunder; and (g) To the Knowledge of Licensor, the manufacture, use or sale of any Product [***] by Symphony GenIsis (or its sublicensees) in strict accordance with the licenses herein and the Licensor Technology and the Selected Non-Ethanol Technology (as to the applicable Licensee), and the use thereof as contemplated in other terms of this Agreement do will not violate misappropriate or infringe the intellectual property or proprietary rights of any third party; provided that each Licensee’s sole remedy for any breach of this Section 8.2(c) is infringement indemnification pursuant to Section 9.2. (d) As of the Effective Date, to Licensor’s actual knowledge: (i) there are no pending third party patent applications which, if issued, would cover any of the Licensor Technology or the Selected Non-Ethanol Technology (as to the applicable Licensee); (ii) there are no facts or circumstances which would adversely affect the commercial utility of the Licensor Technology or the Selected Non-Ethanol Technology (as to the applicable Licensee); and (iii) no claims or proceedings against Licensor relating to the Licensor Technology or the Selected Non-Ethanol Technology (as to the applicable Licensee) have been threatened against Licensor. There are no such claims or proceedings pending against Licensor.

Representations and Warranties of Licensor. Licensor represents and warrants to the Licensees: (a) Licensor warrants and represents: (i) is a corporation duly organizedthat it has the entire right, validly existing title and interest in good standing under and to the laws of its incorporating jurisdiction, and Patent Rights; (ii) that to the best of its knowledge there are no known outstanding claims or licenses or other encumbrances upon such Patent Rights, except as otherwise disclosed in Section 2.3(e); (iii) that the Patent Rights are the only patents or patent applications now owned or controlled by the Licensor which cover the Licensed Products and/or the making, using or selling of the Licensed Products within the Territory; and (iv) that Licensor has all requisite corporate power and authority to enter into this Agreementno information which would, in its opinion, render any of the claims of any of the Patent Rights invalid and/or unenforceable. (b) This Agreement is a valid Licensor warrants and binding obligation represents that it has no knowledge of Licensor enforceable in accordance with its termsany patent, Japan or foreign (other than the Patent Rights) owned or controlled by anyone which: (i) covers the Licensed Products, and/or (ii) would prevent the Licensee from making, using or selling the Licensed Products. (c) Licensor owns or otherwise warrants and represents that it has full right and authority to disclose all Subject Technology which is disclosed to Licensee hereunder and to grant to Licensee the right to permit use said Subject Technology within the licensing of the Licensor Technology and the Selected Non-Ethanol Technology (Territory as to the applicable Licensee) as contemplated under provided in this Agreement and the exhibits hereto (including the intellectual property rights embodied therein)Agreement, and the Licensor further warrants that it is aware of no claim in or to any present Subject Technology and the Selected Non-Ethanol Technology (as to the applicable Licensee), and the use thereof as contemplated in this Agreement do not violate or infringe the intellectual property or proprietary rights of nor any residuary right therein by any third party; provided that each Licensee’s sole remedy for any breach of this Section 8.2(c) is infringement indemnification pursuant to Section 9.2party whether governmental agency, educational institution, corporation or private person. (d) As Licensor further warrants that the Subject Technology to be furnished to Licensee pursuant to Article 3 shall be the same as that used by Licensor for the manufacture of Licensed Products at the Effective Date, to Licensor’s actual knowledge: (i) there are no pending third party patent applications which, if issued, would cover any time of the Licensor Technology or the Selected Non-Ethanol Technology (as to the applicable Licensee); (ii) there are no facts or circumstances which would adversely affect the commercial utility of the Licensor Technology or the Selected Non-Ethanol Technology (as to the applicable Licensee); and (iii) no claims or proceedings against Licensor relating to the Licensor Technology or the Selected Non-Ethanol Technology (as to the applicable Licensee) have been threatened against Licensor. There are no such claims or proceedings pending against Licensorfurnishing thereof.

Representations and Warranties of Licensor. Licensor represents and warrants to the Licensees: (a) Licensor Licensee that: (i) is a corporation duly organized, validly existing and in good standing under it has the laws of its incorporating jurisdiction, and (ii) has all requisite corporate power full right and authority to enter into this Agreement. ; (bii) This the execution, delivery and performance by Licensor of this Agreement is has been duly authorized and approved by all necessary corporate, institutional or other actions; (iii) this Agreement constitutes a valid and binding obligation of Licensor enforceable against Licensor in accordance with its terms. ; (civ) no authorization, approval or consent of, and no registration or filing with, any third-party, lessor, lender, governmental or regulatory official, body or authority is required in connection with the execution, delivery or performance of this Agreement by Licensor; (v) Licensor owns has provided or otherwise will provide in accordance with Article 2.6 all the information in its possession or control regarding the Licensed Technology, the HMR Manufacturing Know-How and Bucast Products; (vi) subject to Article 2.4 it has the right to permit grant the licensing licenses granted pursuant to this Agreement; (vii) it is the exclusive licensee of the Licensor HMR Technology and the Selected Non-Ethanol Technology owner of the rest of the Licensed Technology; (as viii) to the applicable LicenseeLicensor’s knowledge, but without having made specific investigation thereinto there are no claims made against the Licensed Technology; (ix) as contemplated under this Agreement and the exhibits hereto (including the intellectual property rights embodied therein), and the Licensor Technology and the Selected Non-Ethanol Technology (as to the applicable Licensee)Licensor’s knowledge, and but without having made specific investigation thereinto, neither the use thereof as contemplated in this Agreement do not violate or Licensed Technology nor the HMR Manufacturing Know-How infringe the intellectual property or proprietary rights of any third party; provided that each Licensee’s sole remedy for any breach of this Section 8.2(c(x) the Bucast License is infringement indemnification pursuant in good standing and has not been breached by Licensor, and (xi) to Section 9.2. (d) As of the Effective Date, to Licensor’s actual knowledge: (i) there are no pending third party patent applications which, if issuedbut without having made specific investigation thereinto, would cover any of the Licensor Technology or the Selected Non-Ethanol Technology (as to the applicable Licensee); (ii) there are no facts or circumstances which would adversely affect the commercial utility of the Licensor Technology or the Selected Non-Ethanol Technology (as to the applicable Licensee); and (iii) no claims or proceedings against Licensor relating to the Licensor Technology or the Selected Non-Ethanol Technology (as to the applicable Licensee) have Bucast License has not been threatened against Licensor. There are no such claims or proceedings pending against Licensorbreached by Aventis.

Representations and Warranties of Licensor. Licensor represents and warrants to the Licenseesand covenants with Licensee that: (ai) Licensor (i) is a corporation duly organized, validly existing and in good standing under the laws of its incorporating jurisdiction, and Delaware; (ii) Licensor has all requisite corporate the authority and power and authority to enter into this Agreement., and to extend the rights and licenses granted to Licensee in this Agreement; (biii) This Agreement is a valid To Licensor’s reasonable knowledge, the conception, development and binding obligation of Licensor enforceable in accordance with its terms. (c) Licensor owns or otherwise has the right reduction to permit the licensing practice of the Licensor Technology and Patent Rights have not constituted or involved the Selected Non-Ethanol Technology (as to the applicable Licensee) as contemplated under this Agreement and the exhibits hereto (including the intellectual misappropriation of trade secrets or other rights or property rights embodied therein), and the Licensor Technology and the Selected Non-Ethanol Technology (as to the applicable Licensee), and the use thereof as contemplated in this Agreement do not violate or infringe the intellectual property or proprietary rights of any third party; provided that each Licensee’s sole remedy for any breach of this Section 8.2(c) is infringement indemnification pursuant to Section 9.2.; (div) As of the Effective Date, to Licensor’s actual knowledge: (i) there are no pending claims, judgments or settlements against or amounts with respect thereto owed by Licensor relating to the Patent Rights; (v) As of the Effective Date, no claim or litigation has been brought or threatened by any person alleging, that (a) the Patent Rights are invalid or unenforceable, or (b) the Patent Rights or the disclosing, copying, making, assigning, licensing, or exploiting of the Patent Rights, or products and services embodying the Patent Rights, violates, infringes or otherwise conflicts or interferes with any intellectual property or proprietary right of any third party; (vi) To Licensor’s reasonable knowledge, there is no actual or threatened infringement claim made by a third party patent applications which, if issued, would cover any of the Licensor Technology or the Selected Non-Ethanol Technology (as to the applicable Licensee); (ii) there are no facts or circumstances which would adversely affect the commercial utility of the Licensor Technology or the Selected Non-Ethanol Technology (as to the applicable Licensee); and (iii) no claims or proceedings against Licensor relating to the subject matter encompassed within the Patent Rights; (vii) Licensor Technology has taken all necessary action to authorize the execution, delivery and performance of this Agreement; (viii) upon the execution and delivery of this Agreement, this Agreement shall constitute a valid and binding obligation of Licensor, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of * CONFIDENTIAL TREATMENT REQUESTED equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (ix) the Selected Non-Ethanol Technology performance of its obligations under this Agreement will not conflict with its charter documents or result in a breach of any agreements, contracts or other arrangements to which it is a party; and (as x) Licensor will not during the term of this Agreement enter into any agreements, contracts or other arrangements that would conflict with its obligations under this Agreement; (xi) Licensor represents, warrants and covenants to Licensee that Licensor will promptly disclose to Licensee any information that Licensor learns after the Effective Date, relating to any legal conflict or litigation with a third party, threatened or actual, relating to the applicable LicenseePatent Rights; and (xii) have been threatened against Licensor. There Other than patent application * and its corresponding foreign applications and resulting patents therefrom which are no such claims not licensed hereunder, Licensor represents and warrants that Exhibit B attached hereto is a complete list of all Patent Rights owned or proceedings pending against LicensorControlled, or licensed by Licensor as of the Effective Date of this Agreement that disclose subject matter related to *.

Representations and Warranties of Licensor. Licensor represents and warrants to the Licensees: (a) Licensor warrants and represents: (i) is a corporation duly organizedthat it has the entire right, validly existing title and interest in good standing under and to the laws of its incorporating jurisdiction, and Patent Rights; (ii) that to the best of its knowledge there are no known outstanding claims or licenses or other encumbrances upon such Patent Rights, except as otherwise disclosed in Section 2.3(e); (iii) that the Patent Rights are the only patents or patent applications now owned or controlled by the Licensor which cover the Licensed Products and/or the making, using or selling of the Licensed Products within the Territory; and (iv) that Licensor has all requisite corporate power and authority to enter into this Agreementno information which would, in its opinion, render any of the claims of any of the Patent Rights invalid and/or unenforceable. (b) This Agreement is a valid Licensor warrants and binding obligation represents that it has no knowledge of Licensor enforceable in accordance with its terms.any patent, Japan or foreign (other than the Patent Rights) owned or controlled by anyone which: (i) covers the Licensed Products, and/or (ii) would prevent the Licensee from making, using or selling the Licensed Products (c) Licensor owns or otherwise warrants and represents that it has full right and authority to disclose all Subject Technology which is disclosed to Licensee hereunder and to grant to Licensee the right to permit use said Subject Technology within the licensing of the Licensor Technology and the Selected Non-Ethanol Technology (Territory as to the applicable Licensee) as contemplated under provided in this Agreement and the exhibits hereto (including the intellectual property rights embodied therein)Agreement, and the Licensor further warrants that it is aware of no claim in or to any present Subject Technology and the Selected Non-Ethanol Technology (as to the applicable Licensee), and the use thereof as contemplated in this Agreement do not violate or infringe the intellectual property or proprietary rights of nor any residuary right therein by any third party; provided that each Licensee’s sole remedy for any breach of this Section 8.2(c) is infringement indemnification pursuant to Section 9.2party whether governmental agency, educational institution, corporation or private person. (d) As Licensor further warrants that the Subject Technology to be furnished to Licensee pursuant to Article 3 shall be the same as that used by Licensor for the manufacture of Licensed Products at the Effective Date, to Licensor’s actual knowledge: (i) there are no pending third party patent applications which, if issued, would cover any time of the Licensor Technology or the Selected Non-Ethanol Technology (as to the applicable Licensee); (ii) there are no facts or circumstances which would adversely affect the commercial utility of the Licensor Technology or the Selected Non-Ethanol Technology (as to the applicable Licensee); and (iii) no claims or proceedings against Licensor relating to the Licensor Technology or the Selected Non-Ethanol Technology (as to the applicable Licensee) have been threatened against Licensor. There are no such claims or proceedings pending against Licensorfurnishing thereof.