Representations and Warranties of Sanofi. Sanofi hereby represents and warrants to Kymera, as of the Original Agreement Execution Date and the Restatement Execution Date, that:
(a) Sanofi is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization;
(b) Sanofi (i) has the requisite power and authority and the legal right to enter into this Agreement and to perform its obligations hereunder and (ii) has taken all requisite action on its part to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder;
(c) this Agreement has been duly executed and delivered on behalf of Sanofi, and constitutes a legal, valid and binding obligation, enforceable against Sanofi in accordance with the terms hereof, except to the extent that enforcement of the rights and remedies created hereby is subject to (i) bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application affecting the rights and remedies of creditors, or (ii) laws governing specific performance, injunctive relief and other equitable remedies;
(d) the execution, delivery and performance of this Agreement by Sanofi will not constitute a default under or conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it is bound, or violate any Applicable Law of any governmental body or administrative or other agency having jurisdiction over Sanofi;
(e) Sanofi has obtained all necessary consents, approvals and authorizations of all Governmental Authorities and other Persons or entities required to be obtained by it as of the Original Agreement Execution Date in connection with the execution and delivery of this Agreement; and
(f) Sanofi has not employed (and, to the best of its knowledge, has not used a contractor or consultant that has employed) any Person debarred by the FDA (or subject to a similar sanction of EMA or foreign equivalent), or any Person that is the subject of an FDA debarment investigation or proceeding (or similar proceeding of EMA or foreign equivalent), in any capacity in connection with this Agreement.
Representations and Warranties of Sanofi. Sanofi hereby represents and warrants that, as of the Effective Date:
10.3.1 Sanofi is the sole owner of the Licensed Patents, free and clear of any lien and Sanofi has not granted the right to any Third Party to manufacture, develop and/or commercialize the Licensed Compound and/or Licensed Product under the Licensed Patents or Licensed Know-How, and Sanofi does not own or otherwise control any other patent application or patent that claim the composition of matter of, or the method of making or using, the Licensed Compound, that is not a Licensed Patent;
10.3.2 There are no judgments or settlements against or owed by it or any of its Affiliates relating to the Licensed Patents.
Representations and Warranties of Sanofi. Sanofi represents and warrants to the Licensors that there is no action, suit, proceeding or investigation pending or, to its knowledge, threatened before any court or administrative agency against Sanofi or its Affiliates which could, directly or indirectly, reasonably be expected to materially affect its ability to perform its obligations hereunder or the Commercialization by Sanofi of the Product.
Representations and Warranties of Sanofi. Sanofi represents and warrants to Licensee, as of the Effective Date:
Representations and Warranties of Sanofi aventis — Sanofi-aventis represents and warrants to Licensor that:
(a) All corporate action on the part of sanofi-aventis, its officers, directors and stockholders necessary for (i) the authorization, execution and delivery of this Agreement; and (ii) the performance of all obligations of sanofi-aventis hereunder has been taken and this Agreement constitutes the legal and binding obligation of sanofi-aventis, enforceable against sanofi-aventis in accordance with its terms.
(b) The execution of this Agreement and the performance of the transactions contemplated by this Agreement by sanofi-aventis 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 sanofi-aventis is a party or by which it or any of its property is bound.
Representations and Warranties of Sanofi. Sanofi hereby represents and warrants to the other Party as follows:
Representations and Warranties of Sanofi. Sanofi hereby represents and warrants to Vir, as of the Effective Date, that:
Representations and Warranties of Sanofi. Sanofi hereby represents and warrants to IGM except as set forth on Schedule 12.3 (Exceptions to Representations and Warranties of Sanofi), [***] that there are [***].
Representations and Warranties of Sanofi. Sanofi hereby represents and warrants to Nurix, as of the Execution Date and Effective Date, that:
Representations and Warranties of Sanofi. As of the Effective Date, Sanofi represents and warrants to the Company the following:
a. Sanofi is duly formed or organized, validly existing and in good standing under the laws of its jurisdiction of organization or formation, and has all requisite corporate power and authority to enter into this Agreement.
b. Sanofi has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement has been duly authorized by all necessary action on the part of Sanofi. This Agreement has been duly executed and delivered by Sanofi, and constitutes a valid and binding obligation of Sanofi enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance or other similar laws affecting creditors’ rights generally and to general equitable principles.
c. There is no investment banker, broker, finder, financial advisor or other person that has been retained by or is authorized to act on behalf of Sanofi and who is entitled to any fee or commission for which the Company will be liable in connection with the transactions contemplated by this Agreement.
d. Sanofi is acquiring the Shares hereunder for its own account and not with a view to the resale or distribution of any part thereof, and Sanofi has no present intention of selling, granting any participation in, or otherwise distributing the same. Sanofi has not been organized solely for the purpose of acquiring the Shares.
e. Sanofi acknowledges that it has received all the information that it considers necessary or appropriate to enable it to make an informed decision concerning an investment in the Shares. Sanofi further represents that it has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance and sale of the Shares. Sanofi confirms that the Company has not given any guarantee or representation as to the potential success, return, effect or benefit (either legal, regulatory, tax, financial, accounting or otherwise) of an investment in the Shares. In deciding to invest in the Shares, Sanofi is not relying on the advice or recommendations of the Company, and Sanofi has made its own independent decision that the investment in the Shares is suitable and appropriate for Sanofi. Sanofi understands that no federal or state agency has passed upon the merits or risks of an investment in t...
