Representations and Warranties of MSK. MSK hereby represents and warrants to LICENSEE that:
(a) MSK is a not-for-profit corporation duly organized, validly existing and in good standing under the laws of the State of New York and has all required corporate power and authority to execute and deliver this Agreement;
(b) the execution, delivery and performance of this Agreement by MSK have been duly authorized by all necessary corporate action on the part of MSK, and MSK has the right to enter into and bind itself to this Agreement;
(c) as of the Effective Date, the execution and performance of MSK’s obligations under this Agreement do not conflict with, cause a default under, or violate any existing contractual obligation that may be owed by MSK to any third party;
(d) as of the Effective Date, there is no pending, or to the knowledge of the signatory of this Agreement for MSK and such person’s direct reports. threatened infringement claim related to any of the Patent Rights granted hereunder.
(e) MSK is the sole and exclusive legal owner of the entire right, title, and interest in and to all patent applications and issued patents that are part of the Patent Rights, except for the license to and rights of the United States under 35 U.S.C. § 200 et seq. and related regulations;
(f) MSK has, and throughout the Term will not itself compromise, the right, power and authority to grant the licenses granted hereunder;
(g) MSK has not granted and will not grant any licenses or other rights to any third parties that would materially interfere with or limit the rights granted to LICENSEE herein; and
(h) There are no actions, suits, claims, investigations or proceedings involving MSK pending, or to the best of MSK’s knowledge threatened, relating to any of the Licensed Rights.
Representations and Warranties of MSK. (a) MSK hereby represents and warrants to Licensee that, as of the Effective Date, to the best of MSK’s knowledge, the execution and performance of MSK’s obligations under this Agreement do not conflict with, cause a default under, or violate any existing contractual obligation that may be owed by MSK to any third party.
(b) MSK hereby represents and warrants to Licensee that it is a corporation duly organized, validly existing and in good standing and has all requisite corporate power and authority to execute and deliver this Agreement, and that it has the lawful right to grant the license and other rights granted to Licensee in the License Agreement.
(c) MSK hereby represents and warrants to Licensee that: (i) [ * ]; (ii) [ * ], including [ * ]; (iii) [ * ] and [ * ] in this Agreement, subject to [ * ].
(d) MSK hereby represents and warrants to Licensee that all clinical trials of Licensed Products containing or based on cells in the Library and conducted by or on behalf of MSK have been conducted pursuant to standard forms of informed consent.
(e) MSK hereby represents and warrants to Licensee that its manufacturing of all cells and cell lines used in clinical trials (through the Effective Date) has been, and will continue to be under this Agreement (to the extent such cells or cell lines are supplied to Licensee, or to itself or third parties on Licensee’s behalf hereunder), in accordance with governing protocols, methods and procedures as required by the FDA for MSK’s manufacturing of Licensed Product for use in clinical trials.
(f) MSK hereby represents and warrants to Licensee that, as of the Effective Date, (i) [ * ], (ii) [ * ]; (iii) [ * ]; (iv) [ * ] [ * ]; (v) [ * ]; (vi) [ * ]; and (vii) [ * ]. [ * ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
Representations and Warranties of MSK. (a) MSK hereby represents and warrants to LICENSEE that, as of the Effective Date, to the best of MSK’s knowledge, the execution and performance of MSK’s obligations under this Agreement do not conflict with, cause a default under, or violate any existing contractual obligation that may be owed by MSK to any third party.
(b) MSK hereby represents and warrants to LICENSEE that it is a corporation duly organized, validly existing and in good standing and has all requisite corporate power and authority to execute and deliver this Agreement.
(c) To the best of the director of MSK’s Office Technology Development knowledge, MSK is the sole owner of the Patent Rights granted hereunder and has sufficient rights and authority to enter into this Agreement. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
Representations and Warranties of MSK. As of the Effective Date:
Representations and Warranties of MSK. MSK hereby represents and warrants to Sequana and the Company that:
Representations and Warranties of MSK. MSK hereby represents and warrants to and agrees with the Corporation that:
(a) The Shares are being acquired for MSK’s account for investment and not with a view to or in connection with any public distribution thereof within the meaning of any applicable federal or state securities laws, and MSK will not effect any sale, transfer or disposition of the Shares in violation of any such laws.
(b) MSK understands that the Shares may not be sold, pledged or otherwise transferred unless they are subsequently registered under the Securities Act or an exemption from such registration is then available. The Corporation is not under any current obligation to MSK, and does not presently intend, to register the Shares or to comply with any exemption from registration including, without limitation, the exemption provided by Rule 144 under the Securities Act.
Representations and Warranties of MSK. MSK hereby represents and warrants to the Company as follows:
Representations and Warranties of MSK a. MSK hereby represents and warrants to LICENSEE that, as of the Effective Date, to the best of MSK’s knowledge, the execution and performance of MSK’s obligations under this Agreement do not conflict with, cause a default under, or violate any existing contractual obligation that may be owed by MSK to any third party.
b. MSK hereby represents and warrants to LICENSEE that it is a corporation duly organized, validly existing and in good standing and has all requisite corporate power and authority to execute and deliver this Agreement.
Representations and Warranties of MSK. MSK hereby represents and warrants to LICENSEE:
(i) MSK is an “accredited investor” as defined in Rule 501(a) under the Securities Act of 1933, as amended (the “Securities Act”). MSK has had access to and has acquired sufficient information about LICENSEE to reach an informed and knowledgeable decision to acquire the Consideration Shares. MSK has such business and financial experience as is required to give it the capacity to protect its own interests in connection with the acquisition of the Consideration Shares.
(ii) MSK is acquiring the Consideration Shares for its own account, for investment purposes only, and not with a present view to, or for, resale, distribution or fractionalization thereof, in whole or in part, within the meaning of the Securities Act. MSK understands that its acquisition of the Consideration Shares has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of MSK’s investment intent as expressed herein. MSK is aware that it may not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Consideration Shares except in compliance with the Securities Act and the rules and regulations promulgated thereunder.
(iii) MSK understands that the Consideration Shares being offered to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that LICENSEE is relying in part upon the truth and accuracy of, and MSK’s compliance with, the representations, warranties, agreements, acknowledgements and understandings of MSK set forth herein in order to determine the availability of such exemptions and the eligibility of MSK to acquire the Consideration Shares.
(iv) MSK has independently evaluated the merits of its decision to acquire the Consideration Shares pursuant to this Agreement. MSK understands that nothing in this Agreement or any other materials presented to MSK in connection with the acquisition of the Consideration Shares constitutes legal, tax or investment advice. MSK has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its acquisition of the Consideration Shares.
Representations and Warranties of MSK. (a) MSK hereby represents and warrants that, to the best of MSK’s knowledge as of the Restatement Effective Date, (i) it is the sole and exclusive owner, appointed agent for licensing or licensee of all right, title and interest in and to the Licensed Rights; and (ii) it has the power and authority to grant the licenses provided for herein to LICENSEE, and that it has not earlier granted, or assumed any obligation to grant, any rights in such Licensed Rights to any third party that have not been waived that would conflict with the rights granted to LICENSEE herein.
(b) MSK hereby represents and warrants to LICENSEE that, as of the Restatement Effective Date, to the best of MSK’s knowledge, the execution and performance of MSK’s obligations under this Agreement do not conflict with, cause a default under, or violate any existing contractual obligation that may be owed by MSK to any third party.
(c) MSK hereby represents and warrants to LICENSEE that it is a corporation duly organized, validly existing and in good standing and has all requisite corporate power and authority to execute and deliver this Agreement.
