Common use of Representations and Warranties of mRNA RiboTherapeutics Clause in Contracts

Representations and Warranties of mRNA RiboTherapeutics. As of the Effective Date, mRNA RiboTherapeutics, on behalf of itself and its affiliates, hereby represents and warrants to Company that: (a) either Cellscript or mRNA RiboTherapeutics has provided Company with a copy of a true and correct copy of the Cellscript Sublicense Agreement (including all exhibits and amendments thereto), which has been redacted with respect to the numerical values of the compensation payable thereunder and certain terms and conditions that do not pertain to and that are immaterial to Company’s rights in the Sublicensed Fields of Use, (b) prior to the Effective Date, either mRNA RiboTherapeutics or Cellscript has provided Company with an opportunity to view a copy of the Cellscript Sublicense Agreement (including all exhibits and amendments thereto) which is true, correct and complete except for being redacted only with respect to the amounts paid or payable by Cellscript to mRNA RiboTherapeutics for said sublicense and the milestones and other fees and royalties payable by Cellscript for the Ex Vivo Field of Use; (c) either Cellscript or mRNA RiboTherapeutics has provided Company with a true, correct and complete copy of the Penn License Agreement (including all exhibits and amendments thereto), which has been redacted with respect to the numerical values of the compensation payable thereunder and certain terms and conditions that do not pertain to and that are immaterial to Company’s rights in the Sublicensed Fields of Use or the fields of use sublicensed to Company under the mRNA RiboTherapeutics Sublicense Agreement, (d) prior to the Effective Date, mRNA RiboTherapeutics has provided Company with an opportunity to view a true and correct copy of the Penn License Agreement (including all exhibits and amendments thereto) which has been redacted only with respect to [***], there are no other license, sublicense or other agreements, written or verbal, relating to the Patent Rights between Cellscript or mRNA RiboTherapeutics (or any affiliate thereof) on the one hand and Penn on the other hand, or between Cellscript (or any affiliate thereof) and mRNA RiboTherapeutics (or any affiliate thereof). (a) Neither mRNA RiboTherapeutics nor any affiliate thereof has [***]; (b) except for (i) the Cellscript Sublicense Agreement; (ii) this Agreement to Company, (iii) the mRNA RiboTherapeutics Sublicense Agreement to Company, (iv) [***], and (v) [***]; and (c) neither mRNA RiboTherapeutics nor any affiliate thereof has granted any liens or encumbrances in or to its rights in Patent Rights or the Cellscript Sublicense Agreement. 9.5.3 Cellscript has not breached or defaulted under any provision of the Cellscript Sublicense Agreement in any material respect or received any written notice from mRNA RiboTherapeutics of any claims for indemnification pursuant thereto and mRNA RiboTherapeutics has not breached or defaulted under any provision of the Penn License Agreement in any material respect or received any written notice from Penn of any claims for indemnification pursuant thereto. 9.5.4 To the knowledge of mRNA RiboTherapeutics, (a) there are no facts that would preclude Penn from having clear title to the Patent Rights, (b) there are no pending or threatened litigations, interferences, reexaminations, oppositions or like procedures involving any such Patent Rights and (c) all of the issued patents within the Patent Rights are valid and enforceable, are in full force and effect and have not lapsed, expired or otherwise terminated. 9.5.5 mRNA RiboTherapeutics believes the terms and conditions of this Agreement are [***] consistent with the terms and conditions of the Cellscript Sublicense Agreement and the Penn License Agreement. 9.5.6 mRNA RiboTherapeutics has not received, any written notice of any claim by any person or entity challenging the sublicense rights of Cellscript or the validity or enforceability of the Patent Rights. 9.5.7 [***] 9.5.8 mRNA RiboTherapeutics believes that the representations and warranties of mRNA RiboTherapeutics in this Agreement, do not, taken as a whole, (i) contain any untrue statement of a material fact; or (ii) omit to state any material fact necessary to make the statements or facts contained therein, in light of the circumstances under which they were made, not misleading. mRNA RiboTherapeutics has not knowingly withheld any information with respect to the Cellscript Sublicense Agreement, the Penn License Agreement or the Patent Rights that would reasonably be expected to be material to Company’s decision to enter into this Agreement.

Representations and Warranties of mRNA RiboTherapeutics. As of the Effective Date, mRNA RiboTherapeutics, on behalf of itself and its affiliates, RiboTherapeutics hereby represents and warrants to Company that: (a) either Cellscript or 9.5.1 Either mRNA RiboTherapeutics or Cellscript has provided Company with a copy of a true and correct redacted copy of the Cellscript Sublicense Penn License Agreement (including all exhibits and amendments thereto), ) which has been redacted with respect to the numerical values amounts paid or payable to Penn by licensee for said license and for milestones and other fees and royalties for Fields of Use which are not sublicensed to Company herein (e.g., the compensation payable thereunder Ex Vivo Field of Use) and certain other terms and conditions that do not pertain to and that are immaterial to Company’s rights in the Sublicensed Fields of Use, (b) prior to the Effective Date, either mRNA RiboTherapeutics or Cellscript has provided Company with an opportunity to view a copy of the Cellscript Sublicense Agreement (including all exhibits and amendments thereto) which is true, correct and complete except for being redacted only with respect to the amounts paid or payable by Cellscript to mRNA RiboTherapeutics for said sublicense and the milestones and other fees and royalties payable by Cellscript for the Ex Vivo Field of Use; (c) either Cellscript or mRNA RiboTherapeutics has provided Company with a true, correct and complete copy of the Penn License Agreement (including all exhibits and amendments thereto), which has been redacted with respect to the numerical values of the compensation payable thereunder and certain terms and conditions that do not pertain to and that are immaterial to Company’s rights in the Sublicensed Fields of Use or the fields of use sublicensed to Company under the mRNA RiboTherapeutics Sublicense Agreement, and a paragraph describing Penn’s retained right to grant a non-exclusive sublicense to one party for ten products for humans in the Infectious Disease Vaccine Subfield of Field of Use B. 9.5.2 Except for a separate license agreement from Penn to Cellscript related to certain patents and patent applications pertaining to reprogramming to iPS cells that are not part of Patent Rights herein (d) prior which are the Exhibit D Patents which are sublicensed to Company as stated in Section 1.7 of this Agreement), and the Effective Date, mRNA RiboTherapeutics has provided Company with an opportunity to view a true and correct copy of the Penn License Agreement (including all exhibits and amendments thereto) which has been redacted only with respect to [***]Cellscript Sublicense Agreement, there are is no other license, outstanding license or sublicense or other agreementsagreement in Field of Use B pertaining to Patent Rights nor any covenant, written or verbal, relating not to the xxx for infringement of Patent Rights between Cellscript or pertaining to Field of Use B between: (i) Penn and mRNA RiboTherapeutics (or any affiliate thereof; or (ii) on the one hand Penn and Penn on the other hand, or between Cellscript (or any affiliate thereof; or (iii) and mRNA RiboTherapeutics (or any affiliate thereof and Cellscript or any affiliate thereof). (a) 9.5.3 Neither mRNA RiboTherapeutics nor any affiliate thereof has [***]; (b) granted any other license or sublicense or agreed not to xxx for infringement of Patent Rights in Field of Use B relating to the Penn License Agreement, except for for: (i) the Cellscript Sublicense Agreement; (ii) this Agreement to Company, (iii) the mRNA RiboTherapeutics Sublicense Agreement to Company, (iv) [***]one Human In Vivo Therapeutics Field Sublicense from Cellscript (if any) that will be granted to a Third Party pursuant to Article 10 of this Agreement with respect to the Human In Vivo Therapeutics Field, and (v) [***]; one sublicense (if any) from mRNA RiboTherapeutics to said Third Party for the Diagnostic and (c) neither Prognostic Field of Use. 9.5.4 Neither mRNA RiboTherapeutics nor any affiliate thereof has granted any liens or encumbrances in or to its rights in Patent Rights or the Cellscript Sublicense Agreement. 9.5.3 9.5.5 Cellscript has not breached or defaulted under any provision of the Cellscript Sublicense Agreement in any material respect or received any written notice from mRNA RiboTherapeutics of any claims for indemnification pursuant thereto and mRNA RiboTherapeutics has not breached or defaulted under any provision of the Penn License Agreement in any material respect or received any written notice from Penn of any claims for indemnification pursuant thereto. 9.5.4 9.5.6 To the knowledge of mRNA RiboTherapeutics, (a) there are no facts that would preclude Penn from having clear title to the Patent Rights, (b) there are no pending or threatened litigations, interferences, reexaminations, oppositions or like procedures involving any such Patent Rights and (c) all of the issued patents within the Patent Rights are valid and enforceable, are in full force and effect and have not lapsed, expired or otherwise terminated. 9.5.5 9.5.7 mRNA RiboTherapeutics believes the terms and conditions of this Agreement are [***] fully consistent with the terms and conditions of the Cellscript Sublicense Agreement and the Penn License Agreement. 9.5.6 9.5.8 mRNA RiboTherapeutics has not received, any written notice of any claim by any person or entity challenging the sublicense rights of Cellscript or the validity or enforceability of the Patent Rights. 9.5.7 [***]9.5.9 The fields of use sublicensed to Company in the mRNA RiboTherapeutics Sublicense Agreement are distinct from and do not overlap with the Fields of Use sublicensed to Company in this Agreement and any products researched, developed, manufactured or commercialized in fields of use granted under the mRNA RiboTherapeutics Sublicense Agreement are subject only to the payment and other obligations of the mRNA RiboTherapeutics Sublicense Agreement, and are not subject to payment and other obligations under this Agreement. 9.5.8 9.5.10 mRNA RiboTherapeutics believes that the representations and warranties of mRNA RiboTherapeutics in this Agreement, do not, taken as a whole, (i) contain any untrue statement of a material fact; or (ii) omit to state any material fact necessary to make the statements or facts contained therein, in light of the circumstances under which they were made, not misleading. mRNA RiboTherapeutics has not knowingly withheld any information with respect to the Cellscript Sublicense Agreement, the Penn License Agreement or the Patent Rights that would reasonably be expected to be material to Company’s decision to enter into this Agreement.

Representations and Warranties of mRNA RiboTherapeutics. As of the Effective Date, mRNA RiboTherapeutics, on behalf of itself and its affiliates, hereby represents and warrants to Company that: (a) either Cellscript or 9.3.1 mRNA RiboTherapeutics has provided Company with a copy of a true and correct copy of the Cellscript Sublicense Agreement (including all exhibits and amendments thereto), which has been redacted with respect to the numerical values of the compensation payable thereunder and certain terms and conditions that do not pertain to and that are immaterial to Company’s rights in the Sublicensed Fields of Use, (b) prior to the Effective Date, either mRNA RiboTherapeutics or Cellscript has provided Company with an opportunity to view a copy of the Cellscript Sublicense Agreement (including all exhibits and amendments thereto) which is true, correct and complete except for being redacted only with respect to the amounts paid or payable by Cellscript to mRNA RiboTherapeutics for said sublicense and the milestones and other fees and royalties payable by Cellscript for the Ex Vivo Field of Use; (c) either Cellscript or mRNA RiboTherapeutics has provided Company with a true, correct and complete copy of the Penn License Agreement (including all exhibits and amendments thereto), which has been redacted with respect to the numerical values of the compensation payable thereunder and certain terms and conditions that do not pertain to and that are immaterial to Company’s rights in the Sublicensed Fields of Use or the fields of use sublicensed to Company under the mRNA RiboTherapeutics Sublicense Agreement, (d) prior to the Effective Date, mRNA RiboTherapeutics has provided Company with an opportunity to view a true and correct copy of the Penn License Agreement (including all exhibits and amendments thereto) which has been redacted only with respect to [***], there are no other license, sublicense or other agreements, written or verbal, between Penn and mRNA RiboTherapeutics. 9.3.2 mRNA RiboTherapeutics has provided Company a true, correct redacted copy of the Cellscript Sublicense Agreement, and: (a) there are no other agreements between mRNA RiboTherapeutics and Cellscript relating to the Penn License Agreement or the Patent Rights between Cellscript or mRNA RiboTherapeutics (or any affiliate thereof) on the one hand and Penn on the other hand, or between Cellscript (or any affiliate thereof) and mRNA RiboTherapeutics (or any affiliate thereof). (a) Neither mRNA RiboTherapeutics nor any affiliate thereof has [***]Rights; (b) except for (i) the Cellscript Sublicense Agreement; (ii) this Agreement to Company, (iii) the neither mRNA RiboTherapeutics Sublicense Agreement nor Cellscript has granted any other sublicenses under the Patent Rights with respect to Company, (iv) [***], and (v) [***]Field of Use B; and (c) neither mRNA RiboTherapeutics nor Cellscript has made any affiliate thereof has agreements with any Third Party not to xxx, or granted any liens or other rights or encumbrances in or to its rights in Patent Rights or the Cellscript Sublicense Penn License Agreement. 9.5.3 Cellscript 9.3.3 Since the date of the Penn License Agreement, neither mRNA RiboTherapeutics nor any of its affiliates has not breached proposed to Penn, or defaulted under received from Penn, any correspondence challenging the validity or enforceability of the Penn License Agreement or proposing to amend any provision of the Cellscript Sublicense Agreement in any material respect or received any written notice from mRNA RiboTherapeutics of any claims for indemnification pursuant thereto and Penn License Agreement. 9.3.4 mRNA RiboTherapeutics has not (a) breached or defaulted under any provision of the Penn License Agreement in any material respect or (b) received any written notice from Penn of any claims for indemnification pursuant theretoto the Penn License Agreement. 9.5.4 9.3.5 To the knowledge of mRNA RiboTherapeutics, (a) there are no facts that would preclude Penn from having clear title to the Patent Rights, (b) there are no pending or threatened litigations, interferences, reexaminations, oppositions or like procedures involving any such Patent Rights and (c) all of the issued patents within the Patent Rights are valid and enforceable, are in full force and effect and have not lapsed, expired or otherwise terminated. 9.5.5 9.3.6 mRNA RiboTherapeutics believes the terms and conditions of this Agreement are [***] fully consistent with the terms and conditions of the Cellscript Sublicense Agreement and the Penn License Agreement. 9.5.6 9.3.7 mRNA RiboTherapeutics has not received, and to mRNA RiboTherapeutics’ knowledge, Penn has not received, any written notice of any claim by any person or entity challenging the sublicense license rights of Cellscript mRNA RiboTherapeutics, or the ownership of or rights of Penn in and to the Patent Rights, or the validity or enforceability of the Patent Rights. 9.5.7 [***]9.3.8 mRNA RiboTherapeutics does not own or have any licenses for any other patent rights other than Patent Rights. 9.5.8 9.3.9 The Fields of Use sublicensed to Company in this Agreement are distinct from and do not overlap with the fields of use granted to Company in the Sublicense Agreement from Cellscript, and any products researched, developed, manufactured and commercialized in fields of use granted under the Sublicense Agreement from Cellscript are subject only to the payment and other obligations of the Sublicense Agreement from Cellscript, and not under this Agreement. 9.3.10 mRNA RiboTherapeutics believes that the representations and warranties of mRNA RiboTherapeutics in this Agreement, do not, taken as a whole, (i) contain any untrue statement of a material fact; or (ii) omit to state any material fact necessary to make the statements or facts contained therein, in light of the circumstances under which they were made, not misleading. mRNA RiboTherapeutics has not knowingly withheld any information with respect to the Cellscript Sublicense Agreement, the Penn License Agreement or the Patent Rights that would reasonably be expected to be material to Company’s decision to enter into this Agreement.

Representations and Warranties of mRNA RiboTherapeutics. As of the Effective Date, mRNA RiboTherapeutics, on behalf of itself and its affiliates, RiboTherapeutics hereby represents and warrants to Company that: (a) either Cellscript or 9.5.1 Either mRNA RiboTherapeutics or Cellscript has provided Company with a copy of a true and correct redacted copy of the Cellscript Sublicense Penn License Agreement (including all exhibits and amendments thereto), ) which has been redacted with respect to the numerical values amounts paid or payable to Penn by licensee for said license and for milestones and other fees and royalties for Fields of Use which are not sublicensed to Company herein (e.g., the compensation payable thereunder Ex Vivo Field of Use) and certain other terms and conditions that do not pertain to and that are immaterial to Company’s rights in the Sublicensed Fields of Use, (b) prior to the Effective Date, either mRNA RiboTherapeutics or Cellscript has provided Company with an opportunity to view a copy of the Cellscript Sublicense Agreement (including all exhibits and amendments thereto) which is true, correct and complete except for being redacted only with respect to the amounts paid or payable by Cellscript to mRNA RiboTherapeutics for said sublicense and the milestones and other fees and royalties payable by Cellscript for the Ex Vivo Field of Use; (c) either Cellscript or mRNA RiboTherapeutics has provided Company with a true, correct and complete copy of the Penn License Agreement (including all exhibits and amendments thereto), which has been redacted with respect to the numerical values of the compensation payable thereunder and certain terms and conditions that do not pertain to and that are immaterial to Company’s rights in the Sublicensed Fields of Use or the fields of use sublicensed to Company under the mRNA RiboTherapeutics Sublicense Agreement, and a paragraph describing Penn’s retained right to grant a non-exclusive sublicense to one party for ten products for humans in the Infectious Disease Vaccine Subfield of Field of Use B. 9.5.2 Except for a separate license agreement from Penn to Cellscript related to certain patents and patent applications pertaining to reprogramming to iPS cells that are not part of Patent Rights herein (d) prior which are the Exhibit D Patents which are sublicensed to Company as stated in Section 1.7 of this Agreement), and the Effective Date, mRNA RiboTherapeutics has provided Company with an opportunity to view a true and correct copy of the Penn License Agreement (including all exhibits and amendments thereto) which has been redacted only with respect to [***]Cellscript Sublicense Agreement, there are is no other license, outstanding license or sublicense or other agreementsagreement in Field of Use B pertaining to Patent Rights nor any covenant, written or verbal, relating not to the xxx for infringement of Patent Rights between Cellscript or pertaining to Field of Use B between: (i) Penn and mRNA RiboTherapeutics (or any affiliate thereof; or (ii) on the one hand Penn and Penn on the other hand, or between Cellscript (or any affiliate thereof; or (iii) and mRNA RiboTherapeutics (or any affiliate thereof and Cellscript or any affiliate thereof). (a) 9.5.3 Neither mRNA RiboTherapeutics nor any affiliate thereof has [***]; (b) granted any other license or sublicense or agreed not to xxx for infringement of Patent Rights in Field of Use B relating to the Penn License Agreement, except for for: (i) the Cellscript Sublicense Agreement; (ii) this Agreement to Company, (iii) the mRNA RiboTherapeutics Sublicense Agreement to Company, (iv) [***]one Human In Vivo Therapeutics Field Sublicense from Cellscript (if any) that will be granted to a Third Party pursuant to Article 10 of this Agreement with respect to the Human In Vivo Therapeutics Field, and (v) [***]; one sublicense (if any) from mRNA RiboTherapeutics to said Third Party for the Diagnostic and (c) neither Prognostic Field of Use. 9.5.4 Neither mRNA RiboTherapeutics nor any affiliate thereof has granted any liens or encumbrances in or to its rights in Patent Rights or the Cellscript Sublicense Agreement. 9.5.3 9.5.5 Cellscript has not breached or defaulted under any provision of the Cellscript Sublicense Agreement in any material respect or received any written notice from mRNA RiboTherapeutics of any claims for indemnification pursuant thereto and mRNA RiboTherapeutics has not breached or defaulted under any provision of the Penn License Agreement in any material respect or received any written notice from Penn of any claims for indemnification pursuant thereto. 9.5.4 9.5.6 To the knowledge of mRNA RiboTherapeutics, (a) there are no facts that would preclude Penn from having clear title to the Patent Rights, (b) there are no pending or threatened litigations, interferences, reexaminations, oppositions or like procedures involving any such Patent Rights and (c) all of the issued patents within the Patent Rights are valid and enforceable, are in full force and effect and have not lapsed, expired or otherwise terminated. 9.5.5 mRNA RiboTherapeutics believes the terms and conditions of this Agreement are [***] consistent with the terms and conditions of the Cellscript Sublicense Agreement and the Penn License Agreement. 9.5.6 mRNA RiboTherapeutics has not received, any written notice of any claim by any person or entity challenging the sublicense rights of Cellscript or the validity or enforceability of the Patent Rights. 9.5.7 [***] 9.5.8 mRNA RiboTherapeutics believes that the representations and warranties of mRNA RiboTherapeutics in this Agreement, do not, taken as a whole, (i) contain any untrue statement of a material fact; or (ii) omit to state any material fact necessary to make the statements or facts contained therein, in light of the circumstances under which they were made, not misleading. mRNA RiboTherapeutics has not knowingly withheld any information with respect to the Cellscript Sublicense Agreement, the Penn License Agreement or the Patent Rights that would reasonably be expected to be material to Company’s decision to enter into this Agreement.,