Common use of Representations and Warranties of MSK Clause in Contracts

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 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 [*] = 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 24b-2 of the Securities Exchange Act of 1934, as amended. 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.; and (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 hereunderLicenseehereunder), in accordance with governing protocols, methods and procedures as required by the FDA for MSK’s manufacturing of Licensed Option Product for use in clinical trialstrials during the Option Agreement. (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 Original Effective Date, to the best of MSK’s 's knowledge, the execution and performance of MSK’s '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 [ * the [***] 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 Original 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 's behalf hereunder), in accordance with governing protocols, methods and procedures as required by the FDA for MSK’s 's manufacturing of Licensed Product for use in clinical trials. (f) MSK hereby represents and warrants to Licensee that, as of the Original Effective Date, (i) [ * [***], (ii) [ * [***]; (iii) [ * [***]; (iv) [ * ] [ * [***]; (v) [ * [***]; (vi) [ * [***] (1) [***]; or (2) [***]; 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, 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.