Representations and Warranties of Merck. MERCK represents and warrants to AVEO that as of the Effective Date:
(a) it has the full right, power and authority to enter into this Agreement and to fulfill its obligations hereunder; and
(b) all necessary consents, approvals and authorizations required to be obtained by MERCK in connection with the execution, delivery and performance of this Agreement have been or shall be obtained.
Representations and Warranties of Merck. Merck hereby represents and warrants as follows:
4.1 This Agreement and the Rights Agreement have been duly and validly authorized, executed and delivered on behalf of Merck and are valid and binding agreements of Merck enforceable against Merck in accordance with their 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 equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except to the extent enforcement of Merck’s indemnification obligations set forth in the Rights Agreement may be limited by federal or state securities laws or the public policy underlying such laws.
4.2 Merck represents and warrants to, and covenants with, the Company that: (i) Merck is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in securities representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company and comparable entities, and has had the opportunity to request, receive, review and consider all information it deems relevant in making an informed decision to purchase the Shares; (ii) Merck is acquiring the Shares set forth in Section 1 above in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares (this representation and warranty not limiting Merck’s right to sell pursuant to the Registration Statements or in compliance with the Securities Act and the Rules and Regulations, or Merck’s right to indemnification under the Rights Agreement); (iii) Merck has not been organized, reorganized or recapitalized specifically for the purpose of investing in the Shares; (iv) Merck has completed or caused to be completed the Registration Statement Questionnaire attached hereto as part of Exhibit B, for use in preparation of the Registration Statements, and the answers thereto are true and correct as of the date hereof and will be true and correct as of the effective date of the Registration Statements and Merck will notify the Company promptly of any material change in any such information provide...
Representations and Warranties of Merck. MERCK represents and warrants to RENOVIS as of the Effective Date that:
(a) to the best of MERCK’s knowledge, the MERCK Patent Rights exist and are not invalid or unenforceable, in whole or in part;
(b) it has the full right, power and authority to enter into this Agreement, to meet its obligations with respect to the Initial Research Program and to grant the licenses granted under Article 3 hereof;
(c) it has not previously assigned, transferred, conveyed or otherwise encumbered its right, title and interest in MERCK Patent Rights in any manner that is inconsistent with the licenses granted to RENOVIS hereunder;;
(d) to the best of MERCK’s knowledge, the MERCK Patent Rights are free and clear of any liens, charges and other similar encumbrances;
(e) to the best of MERCK’s knowledge, the exercise of the license granted to RENOVIS under the MERCK Patent Rights does not interfere with or infringe any intellectual property rights owned or possessed by any Third Party;
(f) there are no claims, judgments or settlements against or owed by MERCK or pending or threatened claims or litigation relating to the MERCK Patent Rights; and
(g) MERCK has disclosed to RENOVIS all information reasonably relevant to RENOVIS’ performance of the Initial Research Program regarding the MERCK Patent Rights licensed under this Agreement. Notwithstanding the above, [*].
Representations and Warranties of Merck. Merck represents and warrants to Lumos as follows:
Representations and Warranties of Merck. Merck represents and --------------------------------------- warrants to the Company as of the date hereof and as of the Closing Date as follows:
Representations and Warranties of Merck. Merck hereby represents and warrants to Vertex, as of the Execution Date and Effective Date, that:
Representations and Warranties of Merck. Merck represents and warrants to deCODE, as of the Effective Date, that:
10.3.1 Merck or Rosetta is the owner of, or has exclusive rights to, all of the Merck Patents in existence on the Effective Date, and has the exclusive right to grant the licenses granted under this Agreement therefor;
10.3.2 to Merck's knowledge, Merck or Rosetta has exclusive rights to all of the Merck Know-How in existence on the Effective Date and the exclusive right to grant licenses with respect thereto;
10.3.3 to Merck's knowledge, deCODE's fulfillment of its obligations under this Agreement does not infringe upon or conflict with any patent or other proprietary rights in the Territory of any Third Party; and
10.3.4 there are no patents or patent applications that Merck owns or controls in the Territory which could preclude deCODE from exercising its rights or carrying out its obligations under this Agreement and which Merck does not have the right to license or otherwise make available to deCODE.
Representations and Warranties of Merck. MERCK represents and warrants to DOV that as of the date of this Agreement:
(a) MERCK has the full right, power and authority to enter into this Agreement and to perform the Collaboration;
(b) MERCK is duly organized and validly existing under the laws of its country of incorporation;
(c) to MERCK's knowledge, this Agreement is legally binding upon MERCK and enforceable in accordance with its terms, and the execution, delivery, and performance of this Agreement by MERCK does not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it may be bound, nor violate any material law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it;
(d) MERCK is a direct or indirect wholly-owned subsidiary of Merck & Co., Inc.; and
(e) MERCK is not actively engaged in the clinical development of any compound for the Indication of depression (as defined under DSM-IV).
Representations and Warranties of Merck. As an inducement to the Issuer and Merrxxx xx enter into this Agreement, Merck hereby represents and warrants to the Issuer and Merrxxx xx follows:
Representations and Warranties of Merck. Merck represents and warrants to Genetronics that as of the date of this Agreement:
(a) this Agreement has been duly executed and delivered by Merck and constitutes the valid and binding obligation of Merck, enforceable against Merck in accordance with its terms except as enforceability may be limited by bankruptcy, fraudulent conveyance, insolvency, bankruptcy, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and by general equitable principles;
(b) the execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of Merck, its officers and directors;
(c) no provision of this Agreement violates any other agreement that Merck may have with any other person or company, and Merck acknowledges that Genetronics has relied on that representation in entering into this Agreement;
(d) to the best of Merck’s knowledge, Merck owns or possesses adequate licenses or other rights to perform its obligations herein.
