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. 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. 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. 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. 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. 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. Lilly represents and warrants to Transition that as of the Effective Date:
(a) it has the full right, power and authority to enter into this Agreement, to perform the Collaboration, to grant the licenses granted under Article 9, 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) to the knowledge of Lilly, there are no legal claims, judgments or settlements against or owed by Lilly or pending legal claims or litigation, in each case relating to the Lilly Patents;
(c) subject to Article 16.13, 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.
(d) Lilly does not have any current knowledge that would cause any of its representations or warranties to Transition to be incorrect or untrue.
Representations and Warranties of Lilly. Lilly hereby represents and warrants to United Therapeutics that, as of the Effective Date:
(a) Lilly has received no communication from a Regulatory Authority to cause Lilly, acting reasonably, to expect the denial of a Regulatory Approval for PAH for the Product in the Territory;
(b) to Lilly’s knowledge, there are no FDA “field alerts” (or the equivalent in countries outside the United States) pending with respect to the Product;
(c) Lilly is and was, at all times prior to the Effective Date, the lawful holder of all rights under the Regulatory Approvals and the Regulatory Filings for the Product in the Field in the Territory in existence as of the Effective Date;
(d) to Lilly’s knowledge, Lilly has complied in all material respects with all Applicable Laws in connection with the preparation and submission to the relevant Regulatory Authorities of the Regulatory Approvals and the Regulatory Filings for the Product in the Field in the Territory in existence as of the Effective Date;
(e) nothing has come to the attention of Lilly which has, or reasonably should have, led Lilly to believe that either of the Regulatory Approvals or the Regulatory Filings for the Product in the Field in the Territory in existence as of the Effective Date are not in good standing with relevant Regulatory Authorities;
(f) to Lilly’s knowledge, Lilly has filed with the relevant Regulatory Authorities all required notices, amendments and annual or other reports, including Adverse Event reports, with respect to the Regulatory Approvals and the Regulatory Filings for the Product in the Field in the Territory in existence as of the Effective Date;
(g) to Lilly’s knowledge, there is no pending action by relevant Regulatory Authorities in respect of the Regulatory Approvals or the Regulatory Filings for the Product in the Field in the Territory in existence as of the Effective Date;
(h) neither Lilly nor any of its Affiliates has granted any licenses to, agreed not to xxx, or otherwise authorized, any person or entity, under the Lilly Patents, Lilly Know-How or Lilly Product Marks to Develop or Commercialize the Product in the Field in the Territory;
(i) Lilly has granted United Therapeutics a license as of the Effective Date, and a covenant not to xxx thereafter, to all intellectual property rights that Lilly Controls that are necessary to Develop or Commercialize the Product in the Field in the Territory, each subject to and in accordance with the terms and conditions of this Agree...
Representations and Warranties of Lilly. 5.1. Lilly has full authority to enter into this Agreement;
5.2. Lilly is the owner of or otherwise has the right to use and distribute the Lilly Materials and Clinical Rules; and
5.3. The use of the Lilly Materials and Clinical Rules shall not infringe upon any third party copyright, trademark, patent, trade secret or other third-party right.
