Common use of Representations and Warranties of PERIMMUNE Clause in Contracts

Representations and Warranties of PERIMMUNE. PERIMMUNE hereby makes the following representations and warranties to MENTOR, which representations and warranties are true and correct on the date hereof (a) PERIMMUNE is a corporation duly organized, validly existing and in good standing under the laws of the state of Delaware and has the power and authority to enter into this Agreement and perform its obligations hereunder. (b) Neither the execution or delivery of this Agreement, nor the consummation of the transactions contemplated herein, will (a) violate or conflict with any provision of the Certificate of Incorporation or By-laws of PERIMMUNE, each as in effect on the Effective Date; (b) with or without the giving of notice or the lapse of time or both (i) result in a breach of, or violate, or be in conflict with or constitute a default under, or result in the termination or cancellation of, or accelerate the performance required under, any security instrument, mortgage, note, debenture, indenture, loan, lease contract, agreement or other instrument, to which PERIMMUNE is a party or by which it or any of its properties or assets may be bound or affected, or (ii) result in the loss or adverse modification of any lease, franchise, license or other contractual right or other authorization granted to or otherwise held by PERIMMUNE; (c) require the consent of any party to any such agreement or commitment to which PERIMMUNE is a party or by which any of its properties or assets are bound; (d) result in the creation or imposition of any lien, claim or encumbrance upon any property or assets of PERIMMUNE; or (e) require any consent, approval, authorization, order, filing, registration or qualification of or with any court or governmental authority or arbitrator to which PERIMMUNE is subject or by which any of its properties or assets may be bound or affected, other than Approvals of the Product for the Indicated Uses, as contemplated herein. (c) All action to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated herein have been duly taken, and this Agreement constitutes the valid and binding obligation of PERIMMUNE enforceable in accordance with its terms. (d) There are no claims relating to patent infringement or any other matters, actions, suits, proceedings, arbitrations or investigations pending or, to the best of PERIMMUNE's knowledge, threatened, against PERIMMUNE which if adversely determined (e) PERIMMUNE, after having made a reasonable investigation and obtaining the advice of its counsel, (i) has no knowledge that the manufacture, use, importation or sale of the Product for the Indicated Uses under this Agreement, either alone or in combination, infringes any patent or other industrial property right of a third party; and (ii) has not received any notification from any third party alleging or suggesting that the manufacture, use, importation or sale of the Product does or would infringe any patent or other industrial property. PERIMMUNE shall disclose to MENTOR any information regarding adverse patent rights of which it is, or becomes, aware relating to the Product.

Representations and Warranties of PERIMMUNE. PERIMMUNE hereby makes the following representations and warranties to MENTORSIGMA, which representations and warranties, together with all other representations and warranties of PERIMMUNE in this Agreement, are true and correct on the date hereof: (a) PERIMMUNE is a corporation duly organized, validly existing and in good standing under the laws of the state State of Delaware Maryland and has the power and authority to enter into this Agreement and perform its obligations hereunder.; (b) Neither the execution or delivery of this Agreement, nor the consummation of the transactions contemplated herein, will will: (a) violate or conflict with any provision of the Certificate of Incorporation or By-laws of PERIMMUNESIGMA, as each as in effect on the Effective Datemay have been amended; (b) with or without the giving of notice or the lapse of time or both (i) result in a breach of, or violate, or be in conflict with or constitute a default under, or result in the termination or cancellation of, or accelerate the performance required under, any security instrument, mortgage, note, debenture, indenture, loan, lease lease, contract, agreement or other instrument, to which PERIMMUNE is a party or by which it or any of its properties or assets may be bound or affected, or (ii) result in the loss or adverse modification of any lease, franchise, license or other contractual right or other authorization granted to or otherwise held by PERIMMUNE; (c) require the consent of any party to any such agreement or commitment to which PERIMMUNE is a party or by which any of its properties or assets are bound; (d) result in the creation or imposition of any lien, claim or encumbrance upon any property or assets of PERIMMUNE; or (e) require any consent, approval, authorization, order, filing, registration or qualification of or with any court or governmental authority or arbitrator to which PERIMMUNE is subject or by which any of its properties or assets may be bound or affected, other than Approvals of the Product for the Indicated Uses, as contemplated herein. (c) All action to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated herein have been duly taken, and this Agreement constitutes the valid and binding obligation of PERIMMUNE enforceable in accordance with its terms. (d) There are no claims (relating to patent infringement or any other matters), actions, suits, proceedings, arbitrations or investigations pending or, to the best of PERIMMUNE's knowledge, threatened, against PERIMMUNE which if adversely determined determined would adversely affect the Licensed Antibodies, Licensed Biologicals, Licensed Cell Lines, Licensed Products or Licensed Patents (or the patentability thereof) or other technology practiced by PERIMMUNE, or PERIMMUNE's ability to enter into or carry out this Agreement or use of Licensed Antibodies, Licensed Biologicals, Licensed Cell Lines, Licensed Products or Licensed Patents. 16 (e) PERIMMUNEAs of the date hereof, after having made a reasonable investigation and obtaining the advice of its counsel, PERIMMUNE warrants that (i) it has no knowledge that the manufacture, use, importation or sale of the Product for the Indicated Uses any Licensed Antibodies, Licensed Biologicals, Licensed Cell Lines, Licensed Products or Licensed Patents under this Agreement, Agreement either alone or in combination, nor any method of using such Licensed Antibodies, Licensed Biologicals, Licensed Cell Lines, Licensed Products or Licensed Patents infringes any patent or other industrial property right of a third party; and (ii) it has not received any notification from any third party alleging or suggesting that the manufacture, use, importation or sale of the Product any such Licensed Antibodies, Licensed Biologicals, Licensed Cell Lines, Licensed Products or Licensed Patents does or would infringe any patent or other industrial property. PERIMMUNE shall disclose to MENTOR SIGMA any information regarding adverse patent rights of which it is, or becomes, aware of relating to the ProductLicensed Antibodies, Licensed Biologicals, Licensed Cell Lines, Licensed Products or Licensed Patents.