Representations and Warranties of Lilly. Lilly represents and warrants to Xxxxxxxxx that as of the Effective Date:
(a) it has the full right, power and authority to enter into this Agreement, to perform the Commercialization of the Product and the fulfillment of its obligations and performance of its activities hereunder do not materially conflict with, violate, or breach or constitute a default under any material contractual obligation or court or administrative order by which Lilly is bound;
(b) all necessary consents, approvals and authorizations of all government authorities and other persons required to be obtained by Lilly as of the Effective Date in connection with the execution, delivery and performance of this Agreement have been obtained.
(c) Lilly does not have any current knowledge that would cause any of its representations or warranties to Xxxxxxxxx to be incorrect or untrue.
Representations and Warranties of Lilly. Lilly represents and warrants to Xxxxxxxxx that, as of the Effective Date, it has the full right, power and authority to enter into this Agreement and the fulfillment of its obligations and performance of its activities hereunder do not materially conflict with, violate, or breach or constitute a default under any material contractual obligation or court or administrative order by which Lilly is bound;
Representations and Warranties of Lilly. Lxxxx represents and warrants to Telix that, as of the Effective Date:
(a) Lxxxx has the right to grant to Telix the rights set forth in Section 3.1;
(b) it or an Affiliate thereof owns or has rights to the Licensed Technology;
(c) to Lilly’s and its Affiliates’ knowledge, without duty of investigation or inquiry, the Licensed Patents existing as of the Effective Date are valid and enforceable;
(d) to Lxxxx’x knowledge, without duty of investigation or inquiry, the Licensed Antibody (or the use or manufacture thereof) does not infringe any Third Party’s Patents or constitute any other misappropriation of any Third Party’s other intellectual property rights; and
(e) no current or former employee of Lilly or any of its Affiliates engaged in any activities in connection with the Development or Commercialization of the Licensed Antibody is or was debarred or disqualified under United States law, including 21 U.S.C. §335a, or any foreign equivalent thereof.
Representations and Warranties of Lilly. Except as otherwise specifically contemplated by this Agreement, Lxxxx hereby represents and warrants as of the Execution Date and Closing Date to ProQR that:
Representations and Warranties of Lilly. Lilly represents and warrants to Arena as follows:
(a) The execution and delivery of this Agreement have been duly and validly authorized, and all necessary action has been taken to make this Agreement a legal, valid and binding obligation of Lilly enforceable in accordance with its terms.
(b) The execution and delivery of this Agreement and the performance by Lilly of its obligations hereunder will not contravene or result in the breach of the Certificate or Article of Incorporation of Lilly, or Bylaws of Lilly, or result in any material breach or violation of or material default under any material agreement, indenture, license, instrument or understanding or, to the best of its knowledge, result in any law, rule, regulation, statute, order or decree, to which Lilly is a party or by which it or any of its property is subject.
Representations and Warranties of Lilly. Xxxxx hereby represents and warrants to the Company that:
Representations and Warranties of Lilly. 7 4.1 Authorization; Due Execution.....................................7 4.2 Purchase Entirely for Own Account................................8
Representations and Warranties of Lilly. Except as otherwise specifically contemplated by this Agreement, Lilly hereby represents and warrants as of the Execution Date and Closing Date to ProQR that:
Representations and Warranties of Lilly. Lilly hereby represents and warrants to Foghorn as of the Execution Date and as of the Closing Date as follows:
Representations and Warranties of Lilly. LILLY represents and warrants to ISIS that, as of the date of this Agreement:
(a) it has the full right, power and authority to enter into this Agreement, to perform the Development Program and to consummate the transaction contemplated herein;
(b) it has duly and properly taken all action required by its articles of incorporation and its bylaws to authorize the execution, delivery, and performance by it of this Agreement; and
(c) this Agreement has been duly executed and delivered by LILLY and constitutes a legal, valid, and binding agreement of LILLY enforceable against it in accordance with its terms, except as enforcement may be affected by bankruptcy, insolvency, or other similar laws and by general principles of equity as applied by a court of competent jurisdiction.
