Representations and Warranties of Roche. Roche represents and warrants to Memory that all corporate action on the part of Roche, its officers, directors and stockholders necessary for (i) the authorization, execution and delivery of this Agreement and (ii) the performance of all obligations of Roche hereunder has been taken and this Agreement constitutes the legal and binding obligation of Roche, enforceable against Roche in accordance with its terms. The execution of this Agreement and the performance of the transactions contemplated by this Agreement by Roche will not conflict with or result in a breach of any of the terms, conditions or provisions of, or constitute a default under any agreement or other instrument to which Roche is a party or by which it or any of its property is bound.
Representations and Warranties of Roche. Roche represents and warrants to Alnylam that, as of the Effective Date:
Representations and Warranties of Roche. Roche hereby represents and warrants to Aspreva that, as of the Effective Date:
(a) It has not withheld any information related to the Product, including but not limited to clinical data, Regulatory Filings, and regulatory communications, that would be reasonably determined to be material to Aspreva's decision to enter into this Agreement;
(b) There are no [ * ] (or the equivalent in countries outside the United States) pending with respect to the Product in the Major Market Countries;
(c) Other than [ * ], neither Roche nor any of its Affiliates has granted any licenses to, or otherwise authorized, any person or entity under [ * ] to [ * ] the [ * ] in the [ * ];
(d) To the best of Roche's knowledge, Roche or its Affiliates [ * ] all right, title and interest in and to [ * ], such [ * ] are not owned or co-owned by any other Party, and neither Roche nor its Affiliates have pledged or otherwise conveyed any security interest in such [ * ]. [ * ] = 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.
(e) In the Major Market Countries, there is no [ * ] or, to Roche's knowledge, [ * ] that [ * ] the Product [ * ] of any Third Party;
(f) It has sufficient capacity for the manufacture and supply of the Product in the Territory to meet the demand to be created by the efforts of Aspreva under this Agreement in accordance with the Development Plan and the Commercialization Plan, based on Aspreva's projections of such demand, as communicated to Roche as of the Effective Date; and
(g) Schedule 2.6(c) is [ * ] a listing of all countries [ * ] wherein [ * ] any [ * ] the right to [ * ] the Product.
Representations and Warranties of Roche. Roche represents and warrants to the Stockholder as follows:
Representations and Warranties of Roche. Roche hereby represents and warrants to IGEN as follows:
(a) Roche/Basle has the full power and right to grant to IGEN and IGEN's Affiliates the license outside of the United States under the Licensed Patents, and Roche/USA has the full power and right to grant to IGEN and IGEN's Affiliates the license in the United States under the Licensed Patents, set forth in Section 2.1.
(b) To the best of Roche's knowledge, Exhibit "1" constitutes a complete list of all granted U.S. patents (or where a corresponding U.S. patent is not granted as of the Effective Time, then a representative corresponding published U.S. or European patent application is listed) owned by Roche or its Affiliates as of the Effective Time and available for license to IGEN, which meet the criteria of Section 1.19 herein. IGEN's exclusive remedy for a breach of the foregoing representation and warranty shall be inclusion of the missing patents in Exhibit 1 as required by Section 1.19
Representations and Warranties of Roche. Roche hereby represents and warrants to Isis, as of the Effective Date, that:
49 8.4.1. Schedule 8.4.1 sets forth a true and correct list of Patent Rights owned or Controlled as of the Effective Date by Roche or its Affiliates that (i) specifically claim Roche’s Brain Shuttle technology, or (ii) are necessary or useful for the research, Development or Commercialization of a Brain Shuttle Development Candidate (such Patent Rights, “Roche Existing Brain Shuttle Patents”). Roche Controls such Roche Existing Brain Shuttle Patents existing as of the Effective Date and is entitled to grant all rights and licenses (or sublicenses, as the case may be) under such Roche Existing Brain Shuttle Patents it purports to grant to Isis under this Agreement; and
(a) There is no fact or circumstance known by Roche that would cause Roche to reasonably conclude that any Roche Existing Brain Shuttle Patent is invalid or un-enforceable, (b) there is no fact or circumstance known by Roche that would cause Roche to reasonably conclude the inventorship of each Roche Existing Brain Shuttle Patent is not properly identified on each patent, (c) all official fees, maintenance fees and annuities for the Roche Existing Brain Shuttle Patents have been paid and all administrative procedures with governmental agencies have been completed, (d) none of the Roche Existing Brain Shuttle Patent are currently involved in any interference, reissue, re-examination, cancellation or opposition proceeding and neither Isis, nor any of its Affiliates, has received any written notice from any person, or has knowledge, of such actual or threatened proceeding, and (e) to the best of Roche’s knowledge and belief, Isis’ practice of the inventions claimed in the Roche Existing Brain Shuttle Patents in the performance of the Isis R&D Activities contemplated as of the Effective Date will not infringe the Patent Rights of any Third Party.
Representations and Warranties of Roche. Roche hereby represents and warrants to CEPHEID as follows:
(a) Roche has the full power and right to grant to CEPHEID and CEPHEID’s Affiliates the licenses set forth in Section 2.1.
(b) Appendix 1 constitutes the list of all selected U.S. patents and representative corresponding published European patent or application, owned by Roche, in whole or in part, as of the Effective Date, claiming inventions for PCR subject to the terms, conditions and limitations of this Agreement and as selected by CEPHEID. CEPHEID, its Affiliates, Distributors and End-Users shall be immune from any suit for infringement of any Roche patent right that would constitute an intentional failure by Roche of this representation and warranty.
(c) The execution, delivery and performance of, and the consummation by Roche of the transactions contemplated by, this Agreement have been duly authorized by all necessary action on the part of Roche, and no further consents by Roche are needed in order to consummate the transactions contemplated hereby.
(d) This Agreement, when executed and delivered by CEPHEID in accordance with the provisions hereof, shall be a legal, valid and binding obligation of Roche, enforceable against Roche in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the enforcement of creditors’ rights generally and by limitations on the availability of specific performance and other equitable remedies against Roche.
(e) Roche’s execution of this Agreement shall not constitute a breach or default under any contract, instrument or agreement to which Roche or any of its Affiliates is a party or by which Roche or any of its Affiliates is bound.
(f) All Persons who will execute this Agreement on behalf of Roche have been duly authorized to do so by all necessary action on the part of Roche.
Representations and Warranties of Roche. Roche hereby represents and warrants to Maxygen as of the Effective Date that:
16.2.1 Roche is a corporation duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its organization, with the corporate power and authority to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of Roche. This Agreement has been duly executed and delivered by Roche and constitutes the valid, binding and enforceable obligation of Roche, subject to applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting creditors’ rights generally from time to time in effect.
16.2.2 Roche is not subject to, or bound by, any provision of:
(a) any articles or certificates of incorporation or by-laws;
(b) any mortgage, deed of trust, lease, note, shareholders’ agreement, bond, indenture, license, permit, trust, custodianship, or other instrument, agreement or restriction, or
(c) any judgment, order, writ, injunction or decree or any court, governmental body, administrative agency or arbitrator, in each case, that would prevent, or be violated by, or under which there would be a default as a result of, nor is the consent of any Third Party required for, the execution, delivery and performance by Roche of this Agreement and the obligations contained herein. **** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
Representations and Warranties of Roche. Roche hereby represents and warrants to Ionis, as of the Effective Date, that all employees and contractors of Roche performing research and Development activities hereunder on behalf of Roche will be obligated to assign all right, title and interest in and to any inventions (or grant a license to Roche prior to or upon Handoff to obtain such a license) developed by them, whether or not patentable, to Roche or such Affiliate, respectively, as the sole owner thereof.
Representations and Warranties of Roche. Each of Roche Nutley. and Roche Basel hereby represents and warrants to Kosan as of the Closing Date that:
(a) Each Roche Nutley and Roche Basel is a corporation duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its organization, with the corporate power and authority to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of Roche Nutley and Roche Basel. This Agreement has been duly executed and delivered by Roche Nutley and Roche Basel and constitutes the valid, binding and enforceable obligation of each of them, subject to applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting creditors’ rights generally from time to time in effect and to general principles of equity.
(b) Neither Roche Nutley nor Roche Basel is subject to, or bound by, any provision of:
(i) any articles or certificates of incorporation or by-laws;
(ii) any mortgage, deed of trust, lease, note, shareholders’ agreement, bond, indenture, license, permit, trust, custodianship, or other instrument, agreement or restriction, or
(iii) any judgment, order, writ, injunction or decree or any court, governmental body, administrative agency or arbitrator, that would prevent, or be violated by, or under which there would be a default as a result of, nor is the consent of any Third Party required for, the execution, delivery and performance by Roche Nutley and Roche Basel of this Agreement and the obligations contained herein.
