Representations and Warranties of Takeda Sample Clauses

Representations and Warranties of Takeda. Takeda hereby represents and warrants to the Company as follows:

Representations and Warranties of Takeda. TAKEDA hereby represents and warrants to TOBIRA further that neither TAKEDA nor any of its affiliates have granted to any Third Party any licenses or other rights to use or practice the Information in any manner relating to use, importation, offering for sale or sale of the Compounds or the Products anywhere in the Territory in any manner that would conflict with TOBIRA’s rights granted in this Agreement, and TAKEDA has full legal rights and authority to grant TOBIRA the license and other rights granted in this Agreement.

Representations and Warranties of Takeda. Takeda represents and warrants to Recursion as of the Effective Date that: (a) to Takeda’s knowledge of the Effective Date, the Patent Rights listed in Exhibit C are the only Patent Rights that, as of the Effective Date, are Controlled by Takeda that are reasonably necessary to Exploit Compounds or Products; (b) it has the right under the Takeda Technology to grant the licenses granted under Section 2.1 and other rights set forth herein to Recursion, and it has not granted any license or other right under the Takeda Technology that is inconsistent with the licenses granted under Section 2.1 or such other rights granted herein to Recursion; (c) there is no pending litigation, nor has Takeda received any notice from any Third Party, asserting or alleging that the development, manufacture or commercialization of Compounds prior to the Effective Date infringed or misappropriated the intellectual property rights of such Third Party and, to Takeda’s knowledge of the Effective Date, the development, manufacture and commercialization of Compound or Product does not infringe or misappropriate any Patent Right or other intellectual property of a Third Party; (d) the Takeda Patents are not the subject of any interference proceeding, inter partes review or post-grant review and there is no pending or threatened action, suit, proceeding or claim by a Third Party challenging Takeda’s ownership rights in, or the validity or scope of, any Takeda Patents; (e) to Takeda’s knowledge of the Effective Date, all development activities, including clinical trials and regulatory activities, conducted by or under the authority of Takeda or its Affiliates in relation to Compounds or Product have been conducted in compliance with Laws that were then-applicable to such respective activities in all material respects; (f) Takeda and its Affiliates have not made an untrue statement of a material fact to any Regulatory Authority or intentionally failed to disclose a material fact required to be disclosed to any Regulatory Authority, in each case in connection with any IND transferred to Recursion, or to which Recursion is granted a right of reference, pursuant to Section 2.5; and (g) to Takeda’s knowledge of the Effective Date, Takeda has provided to Recursion all material information with respect to safety of the Compound or any Product Controlled as of the Effective Date by Takeda or its Affiliates.

Representations and Warranties of Takeda. Takeda represents and warrants to Alnylam that, as of the Effective Date, Takeda is not engaged in a dispute with [**].

Representations and Warranties of Takeda. Takeda hereby represents and warrants to Xxxxxx as follows, in each case as of the date of this Agreement and as of the Closing Date, except in the case of Section 6.02(h), which representation and warranty is made only as of the Closing Date: