Common use of Representations and Warranties of MSK Clause in Contracts

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. 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, to the best of knowledge of the signatory of this Agreement for MSK and such person’s direct reports,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) to the knowledge of the signatory of this Agreement for MSK and such person’s direct reports , 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) to the knowledge of the signatory of this Agreement for MSK and such person’s direct reports, 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. 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, to the best of knowledge of the signatory of this Agreement for MSK and such person’s direct reports,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) to the knowledge of the signatory of this Agreement for MSK and such person’s direct reports, other than [****], which is owned by MIT, and [****], which is co-owned by MSK and MIT, 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) to the knowledge of the signatory of this Agreement for MSK and such person’s direct reports, MSK has, and throughout the Term will not itself compromise, the right, power and authority to grant the licenses granted hereunder;; and (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 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. [****] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.