Common use of Representations and Warranties of NVCR Clause in Contracts

Representations and Warranties of NVCR. NVCR represents and warrants to Zai that as of the Effective Date: (a) it has the right under the NVCR IP to grant the Licenses to Zai, and it has not granted any license or other right under the NVCR IP that is inconsistent with the License; (b) there is no pending litigation, nor has NVCR received any written notice from any Third Party, asserting or alleging that the Development, manufacture or Commercialization of the Licensed Product prior to the Effective Date infringed or misappropriated the intellectual property rights of such Third Party; (c) there are no pending or, to NVCR’s knowledge, no threatened (in writing), adverse actions, suits or proceedings against NVCR involving the NVCR IP or Licensed Product; (d) the NVCR IP includes (i) all Know-How Controlled by NVCR or its Affiliates that is necessary, or to NVCR’s knowledge reasonably useful, to Develop and Commercialize Licensed Products in the Field in the Territory as such Development and Commercialization is currently being conducted by NVCR or contemplated to be conducted by the Parties hereunder, and (ii) all Patents in the Territory that are owned or licensed by NVCR or its Affiliates that Cover a Licensed Product in the Field in the Territory. (e) NVCR has complied with in material aspects with all material Applicable Laws applicable to (i) the prosecution and maintenance of the NVCR Patents and (ii) its Development and manufacture of Licensed Products in the Field; (f) (i) NVCR has obtained, or caused its Affiliates to obtain, assignments from the inventors of all rights and embodiments in and to the NVCR IP that is solely owned by NVCR or its Affiliates, (ii) to its actual knowledge, all such assignments are valid and enforceable, and (iii) to its actual knowledge, the inventorship of the NVCR Patents that are solely owned by NVCR or its Affiliates is properly identified on each issued patent or patent application in such NVCR Patents; and (g) NVCR and its Affiliates have taken commercially reasonable efforts consistent with industry practices to protect the secrecy, confidentiality and value of all NVCR Know-How that constitutes trade secrets under Applicable Laws. (h) the Specifications attached hereto as Schedule 1.56 for the Licensed Product to be delivered to Zai under this Agreement are the same as the specifications for such Licensed Product procured by NVCR as of the Effective Date for development or commercialization in the United States and as required under the applicable regulatory approval for the Licensed Product outside the Territory.

Representations and Warranties of NVCR. NVCR represents and warrants to Zai that as of the Effective Date: (a) it has the right under the NVCR IP to grant the Licenses to Zai, and it has not granted any license or other right under the NVCR IP that is inconsistent with the License; (b) there is no pending litigation, nor has NVCR received any written notice from any Third Party, asserting or alleging that the Development, manufacture or Commercialization of the Licensed Product prior to the Effective Date infringed or misappropriated the intellectual property rights of such Third Party; (c) there are no pending or, to NVCR’s knowledge, no threatened (in writing), adverse actions, suits or proceedings against NVCR involving the NVCR IP or Licensed Product; (d) the NVCR IP includes (i) all Know-How Controlled by NVCR or its Affiliates that is necessary, or to NVCR’s knowledge reasonably useful, to Develop and Commercialize Licensed Products in the Field in the Territory as such Development and Commercialization is currently being conducted by NVCR or contemplated to be conducted CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED WITH [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. 35 by the Parties hereunder, and (ii) all Patents in the Territory that are owned or licensed by NVCR or its Affiliates that Cover a Licensed Product in the Field in the Territory. (e) NVCR has complied with in material aspects with all material Applicable Laws applicable to (i) the prosecution and maintenance of the NVCR Patents and (ii) its Development and manufacture of Licensed Products in the Field; (f) (i) NVCR has obtained, or caused its Affiliates to obtain, assignments from the inventors of all rights and embodiments in and to the NVCR IP that is solely owned by NVCR or its Affiliates, (ii) to its actual knowledge, all such assignments are valid and enforceable, and (iii) to its actual knowledge, the inventorship of the NVCR Patents that are solely owned by NVCR or its Affiliates is properly identified on each issued patent or patent application in such NVCR Patents; and (g) NVCR and its Affiliates have taken commercially reasonable efforts consistent with industry practices to protect the secrecy, confidentiality and value of all NVCR Know-How that constitutes trade secrets under Applicable Laws. (h) the Specifications attached hereto as Schedule 1.56 1.55 for the Licensed Product to be delivered to Zai under this Agreement are the same as the specifications for such Licensed Product procured by NVCR as of the Effective Date for development or commercialization in the United States and as required under the applicable regulatory approval for the Licensed Product outside the Territory.

Representations and Warranties of NVCR. NVCR represents and warrants to Zai that as of the Effective Date: (a) it has the right under the NVCR IP to grant the Licenses to Zai, and it has not granted any license or other right under the NVCR IP that is inconsistent with the License; (b) there is no pending litigation, nor has NVCR received any written notice from any Third Party, asserting or alleging that the Development, manufacture or Commercialization of the Licensed Product prior to the Effective Date infringed or misappropriated the intellectual property rights of such Third Party; (c) there are no pending or, to NVCR’s knowledge, no threatened (in writing), adverse actions, suits or proceedings against NVCR involving the NVCR IP or Licensed Product; (d) the NVCR IP includes (i) all Know-How Controlled by NVCR or its Affiliates that is necessary, or to NVCR’s knowledge reasonably useful, to Develop and Commercialize Licensed Products in the Field in the Territory as such Development and Commercialization is currently being conducted by NVCR or contemplated to be conducted THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 35 by the Parties hereunder, and (ii) all Patents in the Territory that are owned or licensed by NVCR or its Affiliates that Cover a Licensed Product in the Field in the Territory. (e) NVCR has complied with in material aspects with all material Applicable Laws applicable to (i) the prosecution and maintenance of the NVCR Patents and (ii) its Development and manufacture of Licensed Products in the Field; (f) (i) NVCR has obtained, or caused its Affiliates to obtain, assignments from the inventors of all rights and embodiments in and to the NVCR IP that is solely owned by NVCR or its Affiliates, (ii) to its actual knowledge, all such assignments are valid and enforceable, and (iii) to its actual knowledge, the inventorship of the NVCR Patents that are solely owned by NVCR or its Affiliates is properly identified on each issued patent or patent application in such NVCR Patents; and (g) NVCR and its Affiliates have taken commercially reasonable efforts consistent with industry practices to protect the secrecy, confidentiality and value of all NVCR Know-How that constitutes trade secrets under Applicable Laws. (h) the Specifications attached hereto as Schedule 1.56 1.55 for the Licensed Product to be delivered to Zai under this Agreement are the same as the specifications for such Licensed Product procured by NVCR as of the Effective Date for development or commercialization in the United States and as required under the applicable regulatory approval for the Licensed Product outside the Territory.