Common use of REPRESENTATIONS AND WARRANTIES OF MILLENNIUM Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF MILLENNIUM. Millennium hereby makes the following representations and warranties: (a) Millennium is a limited partnership duly organized, validly existing and in good standing under the laws of the State of New York. (b) The execution and the delivery by Millennium of this Agreement, its purchase of the Shares and the conveyance, transfer and assignment of the MEP Assigned Interests and the Note hereunder, do not and will not (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under, (iii) result in a violation of, or (iv) require any authorization, consent or approval not heretofore obtained pursuant to, any Contractual Obligation or Requirement of Law to which Millennium is a party or is otherwise subject (excluding the consents described in Paragraph 5(d) hereof). (c) Millennium as of the Closing will hold, and upon the consummation of the transfer contemplated hereby SCC will hold, the MEP Assigned Interests and the Note free and clear of all Liens, except as contained in the Partnership Agreement or as permitted by SCC, and has full power and legal right and authority to assign and transfer the MEP Assigned Interests and the Note to SCC. This Agreement constitutes the legal, valid and binding obligation of Millennium and is enforceable against Millennium in accordance with its terms, subject to applicable bankruptcy, insolvency or other similar laws or proceedings affecting creditors rights generally and to general equitable principles. (d) The principal outstanding under the Note is $2,500,000. No defaults by Millennium exist under the Note; and, to the knowledge of Millennium, the Partnership has no offsets, setoffs, claims or defenses with respect to its obligations under the Note. (e) Millennium is purchasing the Shares for its own account for investment and not with a view to, or for resale in connection with, any "distribution" thereof for purposes of the Act. Millennium is an "accredited investor" as such term is defined in Regulation D under the Act. Millennium acknowledges that the Shares shall be "restricted securities" within the meaning of Rule 144 ("Rule 144") of the Securities and Exchange Commission ("SEC") under the Act, will contain a transfer restriction legend and may only be resold pursuant to an effective registration statement filed with the SEC under the Act, or pursuant to Rule 144 or another valid exemption from the registration requirements of the Act as established by an opinion of counsel reasonably acceptable to SCC. (f) Millennium is familiar with, and its representatives prior to Closing will have been given full access by SCC to, all information concerning the business and financial condition, properties, operations and prospects of SCC that Millennium has deemed relevant for purposes of making the investment contemplated by this Agreement. By reason of Millennium's knowledge and experience in financial and business matters in general, the business of SCC and investments of the type contemplated by this Agreement in particular, Millennium is capable of evaluating the merits and risks of making the investment in the Shares and is able to bear the economic risk of the investment (including a complete loss of its investment in the Shares).

REPRESENTATIONS AND WARRANTIES OF MILLENNIUM. Millennium hereby makes the following representations and warranties: (a) Millennium is a limited partnership duly organized, validly existing and in good standing under the laws of the State of New York. (b) The execution and the delivery by Millennium of this Agreement, its purchase of the Shares and the conveyance, transfer and assignment of the MEP Assigned Interests and the Note hereunder, do not and will not (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under, (iii) result in a violation of, or (iv) require any authorization, consent or approval not heretofore obtained pursuant to, any Contractual Obligation or Requirement of Law to which Millennium is a party or is otherwise subject (excluding the consents described in Paragraph 5(d) hereof). (c) Millennium as of the Closing will hold, and upon the consummation of the transfer contemplated hereby SCC will hold, the MEP Assigned Interests and the Note free and clear of all Liens, except as contained in the Partnership Agreement or as permitted by SCC, and has full power and legal right and authority to assign and transfer the MEP Assigned Interests and the Note to SCC. This Agreement constitutes the legal, valid and binding obligation of Millennium and is enforceable against Millennium in accordance with its terms, subject to applicable bankruptcy, insolvency or other similar laws or proceedings affecting creditors rights generally and to general equitable principles. (d) The principal outstanding under the Note is $2,500,000. No defaults by Millennium exist under the Note; and, to the knowledge of Millennium, the Partnership has no offsets, setoffs, claims or defenses with respect to its obligations under the Note. (e) Millennium is purchasing the Shares for its own account for investment and not with a view to, or for resale in connection with, any "distribution" thereof for purposes of the Act. Millennium is an "accredited investor" as such term is defined in Regulation D under the Act. Millennium acknowledges that the Shares shall be "restricted securities" within the meaning of Rule 144 ("Rule 144") of the Securities and Exchange Commission ("SEC") under the Act, will contain a transfer restriction legend and may only be resold pursuant to an effective registration statement filed with the SEC under the Act, or pursuant to Rule 144 or another valid exemption from the registration requirements of the Act as established by an opinion of counsel reasonably acceptable to SCC.. Millennium Entertainment Partners, L.P. March 13, 1997 Page 7 (f) Millennium is familiar with, and its representatives prior to Closing will have been given full access by SCC to, all information concerning the business and financial condition, properties, operations and prospects of SCC that Millennium has deemed relevant for purposes of making the investment contemplated by this Agreement. By reason of Millennium's knowledge and experience in financial and business matters in general, the business of SCC and investments of the type contemplated by this Agreement in particular, Millennium is capable of evaluating the merits and risks of making the investment in the Shares and is able to bear the economic risk of the investment (including a complete loss of its investment in the Shares).

REPRESENTATIONS AND WARRANTIES OF MILLENNIUM. Millennium hereby makes the following representations and warranties: (a) Millennium is a limited partnership duly organized, validly existing and in good standing under the laws of the State of New York. (b) The execution and the delivery by Millennium of this Agreement, its purchase of the Shares and the conveyance, transfer and assignment consummation of the MEP Assigned Interests and the Note all other transaction contemplated hereunder, do not and will not (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under, (iii) result in a violation of, or (iv) require any authorization, consent or approval not heretofore obtained pursuant to, any Contractual Obligation or Requirement of Law to which Millennium is a party or is otherwise subject (excluding the consents described in Paragraph 5(d) hereof)subject. (c) Millennium as The purchase of the Closing will hold, Shares and upon the consummation of the transfer all other transactions contemplated hereby SCC will hold, the MEP Assigned Interests and the Note free and clear of all Liens, except as contained in the Partnership Agreement or as permitted hereunder have been duly authorized by SCC, and has full power and legal right and authority to assign and transfer the MEP Assigned Interests and the Note to SCCMillennium. This Agreement constitutes the legal, valid and binding obligation of Millennium and is enforceable against Millennium in accordance with its terms, subject to applicable bankruptcy, insolvency or other similar laws or proceedings affecting creditors rights generally and to general equitable principles. (d) The principal outstanding under the Note is $2,500,000. No defaults by Millennium exist under the Note; and, to the knowledge of Millennium, the Partnership has no offsets, setoffs, claims or defenses with respect to its obligations under the Note. (e) Millennium is purchasing the Shares for its own account for investment and not with a view to, or for resale in connection with, any "distribution" thereof for purposes of the Act. Millennium is an "accredited investor" as such term is defined in Regulation D under the Act. Millennium acknowledges that the Shares shall be "restricted securities" within the meaning of Rule 144 ("Rule 144") of the Securities and Exchange Commission ("SEC") under the Act, will contain a transfer restriction legend and may only be resold pursuant to an effective registration statement filed with the SEC under the Act, or pursuant to Rule 144 or another valid exemption from the registration requirements of the Act as established by an opinion of counsel reasonably acceptable to SCC. (fe) Millennium is familiar with, and its representatives prior to Closing will have been given full access by SCC to, all information concerning the business and financial condition, properties, operations and prospects of SCC that Millennium has deemed relevant for purposes of making the investment contemplated by this Agreement. By reason of Millennium's knowledge and experience in financial and business matters in general, the business of SCC and investments of the type contemplated by this Agreement in particular, Millennium is capable of evaluating the merits and risks of making the investment in the Shares and is able to bear the economic risk of the investment (including a complete loss of its investment in the Shares).

REPRESENTATIONS AND WARRANTIES OF MILLENNIUM. Millennium hereby makes represents and warrants to GSK that, as of the following representations and warrantiesEffective Date: (a) Millennium is a limited partnership corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of New YorkDelaware, with the corporate power and authority to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of Millennium. This Agreement has been duly executed and delivered by Millennium and constitutes the valid, binding and enforceable obligation of Millennium, subject to applicable bankruptcy, reorganization, insolvency, moratorium and other Laws affecting creditors' rights generally from time to time in effect and to general principles of equity. (b) The execution Millennium is not subject to, or bound by, any provision of: (i) any articles or certificates of incorporation or by-laws; (ii) any mortgage, deed of trust, lease, note, shareholders' agreement, bond, indenture, license, permit, trust, custodianship, or other instrument, contract, agreement or restriction; or (iii) any judgment, order, writ, injunction or decree of any court, governmental body, administrative agency or arbitrator; that would prevent, or be violated by, or under which there would be a default as a result of, nor is the consent of any person required for, the execution, delivery and the delivery performance by Millennium of this Agreement and the obligations contained herein, including without limitation, the grant to GSK of the licenses described in Article VII hereof. (c) Millennium is the exclusive owner of all right, title and interest in, or is a licensee of the Millennium Patent Rights listed on EXHIBIT I pertaining to the composition of matter and use of the Compound. To the best of Millennium's knowledge, the issued claims in the patents listed on EXHIBIT I are valid and enforceable, and the patent applications have been duly filed. (d) To the best of Millennium's knowledge, neither the Manufacture, Development nor Commercialization of the Compound or Licensed Product in the Territory as currently being manufactured or commercialized infringes upon any Third Party's valid patents or constitutes a misappropriation of a Third Party's trade secrets or other intellectual property rights. For purposes of this Section 11.1(d) and Section 11.1(e) below, the phrase "to the best of Millennium's knowledge" means the actual knowledge of the attorneys in Millennium's legal department and the members of Millennium's corporate management team. (e) To the best of Millennium's knowledge, in the Territory, there is no Third Party infringing any of the Millennium Patent Rights or misappropriating Millennium Know-How in derogation of the rights granted to GSK in this Agreement with respect to the Compound and Licensed Product. (f) Except as set forth in EXHIBIT E attached hereto, to the best of Millennium's knowledge, there is no interference action or litigation pending or any communication which threatens interference action, or other litigation before any patent and trademark office, court, or any other governmental entity in any jurisdiction in regard to the Patent Rights. (g) To the best of Millennium's knowledge, after inquiry of, and representation from, Schering, there are no material contracts for the Commercialization of the Licensed Product to be assigned to GSK in connection with the transfer of Regulatory Approvals hereunder. (h) With regard to the Schering/Millennium European Agreement, its purchase it has been fully executed and delivered by each of the Shares Schering and the conveyanceMillennium, transfer such agreement has not been amended and assignment a correct redacted copy of the MEP Assigned Interests and the Note hereunder, do not and will not such agreement is attached hereto as EXHIBIT B-2. (i) conflict To the best knowledge of Millennium, Millennium is not in material breach or default of the Schering/Millennium European Agreement and no event has occurred which with notice or result lapse of time would constitute a material breach or default thereof by Millennium. To the best knowledge of Millennium, Schering is not in a breach of the termsSchering/Millennium European Agreement, conditions or provisions ofprovided that this representation does not apply to Schering's performance under the Schering Collaboration Agreement. (j) Millennium has not, and to the best knowledge of Millennium, no other party has received notice of default under the Schering/Millennium European Agreement. (iik) constitute a default underMillennium is the sole and exclusive owner of all right, title and interest in and to the Product Trademarks listed on EXHIBIT D existing as of the Effective Date. To the best of Millennium's knowledge, such Product Trademarks are free and clear of any liens, charges and encumbrances in those countries in the Territory for which they are registered. (iiil) result EXISTING THIRD PARTY AGREEMENTS. To the best of its knowledge, prior to the Effective Date, Millennium has provided GSK with redacted copies of the Existing Third Party Agreements in a violation ofeffect as of the Effective Date. To the best of Millennium's knowledge, or (iv) require any authorizationsuch agreements remain in full force and effect as of the Effective Date. To the best of its knowledge, consent or approval not heretofore obtained pursuant toas of the Effective Date, any Contractual Obligation or Requirement Millennium is in compliance in all material respects with the terms of Law the Existing Third Party Agreements to which Millennium is a party and shall use commercially reasonable efforts not to take or omit to take any actions that would constitute a breach of the Existing Third Party Agreements or enter into any amendment to any Existing Third Party Agreement to which Millennium is otherwise subject (excluding a party, which breach or amendment would be reasonably likely to have a material adverse effect on GSK's rights to Develop, Manufacture or Commercialize the consents described Licensed Product in Paragraph 5(d) hereof)the Territory. (cm) Millennium as As of the Closing will holdEffective Date, Millennium has not granted, and upon will not grant during the consummation term of this Agreement, any right, license or interest in or to the transfer contemplated hereby SCC will hold, Millennium Intellectual Property that is in material conflict with the MEP Assigned Interests and the Note free and clear of all Liens, except as contained in the Partnership Agreement rights or as permitted by SCC, and has full power and legal right and authority licenses granted to assign and transfer the MEP Assigned Interests and the Note to SCC. This Agreement constitutes the legal, valid and binding obligation of Millennium and is enforceable against Millennium in accordance with its terms, subject to applicable bankruptcy, insolvency or other similar laws or proceedings affecting creditors rights generally and to general equitable principlesGSK under this Agreement. (dn) The principal outstanding under the Note information contained on EXHIBIT J hereto (INTEGRILIN Sales Information) has been furnished by Schering and, based on a representation from Schering, it is $2,500,000. No defaults by Millennium exist under the Note; accurate, truthful and complete, and, to the knowledge best of Millennium's knowledge, the Partnership Millennium has no offsetsreason to believe that such information is not accurate, setoffs, claims truthful or defenses with respect to its obligations under the Notecomplete. (eo) Millennium is purchasing the Shares for its own account for investment and not with a view to, or for resale in connection with, any "distribution" thereof for purposes of the Act. Millennium is an "accredited investor" as such term is defined in Regulation D under the Act. Millennium acknowledges that the Shares shall be "restricted securities" within the meaning of Rule 144 ("Rule 144") of the Securities and Exchange Commission ("SEC") under the Act, will contain a transfer restriction legend and may only be resold pursuant to an effective registration statement filed with the SEC under the Act, or pursuant to Rule 144 or another valid exemption from the registration requirements of the Act as established by an opinion of counsel reasonably acceptable to SCChas [**]. (f) Millennium is familiar with, and its representatives prior to Closing will have been given full access by SCC to, all information concerning the business and financial condition, properties, operations and prospects of SCC that Millennium has deemed relevant for purposes of making the investment contemplated by this Agreement. By reason of Millennium's knowledge and experience in financial and business matters in general, the business of SCC and investments of the type contemplated by this Agreement in particular, Millennium is capable of evaluating the merits and risks of making the investment in the Shares and is able to bear the economic risk of the investment (including a complete loss of its investment in the Shares).