Common use of Representations and Warranties of Xxxxx Clause in Contracts

Representations and Warranties of Xxxxx. Xxxxx represents and warrants to Spruce that, as of the Effective Date: (a) it has the full right, power and authority to enter into this Agreement, to grant the rights and licenses granted under Articles 2 and 3, and its execution of this Agreement, the fulfillment of its obligations and performance of its activities hereunder do not conflict with, violate, or breach or constitute a default under any material contractual obligation or court or administrative order by which Lilly is bound; (b) to the knowledge of Lilly, there are no legal claims, judgments or settlements against or owed by Lilly or any of its Affiliates, threatened or pending legal claims or litigation, in each case relating to the Licensed Patents; (c) all necessary consents, approvals and authorizations of all government authorities and other persons required to be obtained by Lilly as of the Effective Date in connection with the execution, delivery and performance of this Agreement have been obtained; (d) it is the owner or exclusive licensee of or otherwise Controls the right, title and interest in and to the Licensed Patents and related Licensed Know-How, and has the right to grant to Spruce the licenses that it purports to grant hereunder and has not granted any Third Party rights that would interfere or be inconsistent with Spruce’s rights hereunder; (e) the Licensed Patents and Licensed Know-How are not subject to any existing royalty or other payment obligations to any Third Party; (f) it has disclosed to Spruce a complete and accurate record of all material information and data relating to the results of all pre-clinical and clinical studies on Licensed Products or the Licensed Compound, conducted by or on behalf of Lilly or any of its Affiliates or otherwise known to Lilly, including, without limitation, the status and interim results of all ongoing clinical and preclinical studies, and the clinical development and Regulatory Application and Regulatory Approval activities undertaken to date, and all such information and data is complete and accurate in all material respects; (g) neither it nor any of its Affiliates has been debarred or is subject to debarment; (h) it has the authority to bind its Affiliates to the terms of this Agreement, as applicable, and to grant the rights and licenses granted on behalf of its Affiliates as set forth herein; (i) all documents required to be filed and all payments required to be made in order to prosecute and maintain each Patent in the Licensed Patents have been filed or made, as the case may be, in a timely manner, and no action has been taken that would constitute waiver, abandonment or any similar relinquishment of such rights; (j) the Licensed Patents constitute all Patents owned by or licensed to Lilly or any of its Affiliates that contain one or more claims covering any Licensed Product or Licensed Compound, or the composition of matter, method of use or manufacture thereof; (k) neither Lilly nor any of its Affiliates is or has been a party to any agreement with any U.S. Governmental Authority pursuant to which any U.S. Governmental Authority provided funding for the Development of any Licensed Compound or any Licensed Product, and the inventions claimed or covered by the Existing Patents are not a “subject invention” as that term is described in 35 U.S.C. Section 201(f); and (l) neither Lilly nor any of its Affiliates, nor any of its or their respective officers, employees, or agents has made an untrue statement of material fact or fraudulent statement to the FDA or any other Regulatory Authority with respect to the Development of any Licensed Compound or Licensed Product, failed to disclose a material fact required to be disclosed to the FDA or any other Regulatory Authority with respect to the Development of any Licensed Compound or any Licensed Product, or committed an act, made a statement, or failed to make a statement with respect to the Development of any Licensed Compound or Licensed Product that could reasonably be expected to provide a basis for the FDA to invoke its policy respecting “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities”, set forth in 56 Fed. Reg. 46191 (September 10, 1991) and any amendments thereto or any analogous laws or policies in any other country.

Representations and Warranties of Xxxxx. Xxxxx hereby represents and warrants to Spruce thatNovartis, as of the Effective DateDate of this Agreement, as follows: (a) it Xxxxx owns or has the full right, power and authority to enter into this Agreement, lawful right to grant the rights and licenses granted under Articles 2 and 3, and its execution of this Agreement, the fulfillment of its obligations and performance of its activities hereunder do not conflict with, violate, or breach or constitute a default under any material contractual obligation or court or administrative order by which Lilly is bound;License. (b) Xxxxx has received no notice of any Claim by any Third Party or any Xxxxx employee that (a) such Third Party or employee has any rights to the Xxxxx Intellectual Property or the Compound that prevent Xxxxx from granting to Novartis the License; Manufacture or Commercialization of the Compound within the Field as contemplated hereby infringes any Third Party rights; or (c) the Xxxxx Patents (to the extent representing issued Patents) are invalid or unenforceable. (c) Product supplied by Xxxxx hereunder (a) will meet the applicable Product Specifications for the intended use, (b) will not be adulterated or misbranded within the meaning of the Act, and (c) will be Manufactured in accordance with GMPs; provided, however, that Xxxxx may supply Product not Manufactured in accordance with GMPs if specifically intended for non-human testing and as agreed to in writing by Novartis. (d) Xxxxx has provided to Novartis a redacted text of the BMS License Agreement. None of the terms redacted from the BMS License Agreement impair, or have the ability to impair, Xxxxx’x ability to perform its obligations under this Agreement or Novartis’ rights under the License. Xxxxx has not received any notice or other communication from BMS regarding any breach by Xxxxx of its obligations under the BMS License Agreement. (e) Other than the BMS License Agreement, to Xxxxx’x knowledge as of Lillythe Effective Date, after reasonable inquiry of existing information reasonably available to Xxxxx, there are no legal claimsother agreements to which Xxxxx is a Party or to which Xxxxx is subject which impair, judgments or settlements against have the ability to impair, Xxxxx’x ability to perform its obligations under this Agreement or owed by Lilly or any of its Affiliates, threatened or pending legal claims or litigation, in each case relating to Novartis’ rights under the Licensed Patents;License. (cf) all necessary consents, approvals and authorizations of all government authorities and other persons required to be obtained by Lilly To Xxxxx’x actual knowledge as of the Effective Date (without any inference or duty of investigation), there are no errors in connection with the execution, delivery and performance inventorship set forth in any of the Patent applications comprising Xxxxx Patents. Certain information marked as [***] has been excluded from this Agreement have been obtained; (d) exhibit because it is the owner or exclusive licensee of or otherwise Controls the right, title both (i) not material and interest in and to the Licensed Patents and related Licensed Know-How, and has the right to grant to Spruce the licenses that it purports to grant hereunder and has not granted any Third Party rights that (ii) would interfere or be inconsistent with Spruce’s rights hereunder; (e) the Licensed Patents and Licensed Know-How are not subject to any existing royalty or other payment obligations to any Third Party; (f) it has disclosed to Spruce a complete and accurate record of all material information and data relating to the results of all pre-clinical and clinical studies on Licensed Products or the Licensed Compound, conducted by or on behalf of Lilly or any of its Affiliates or otherwise known to Lilly, including, without limitation, the status and interim results of all ongoing clinical and preclinical studies, and the clinical development and Regulatory Application and Regulatory Approval activities undertaken to date, and all such information and data is complete and accurate in all material respects;competitively harmful if publicly disclosed. (g) neither it nor To Xxxxx’x actual knowledge as of the Effective Date (without any inference or duty of its Affiliates has been debarred investigation), there is no litigation threatened, impending or is subject existing relating to debarment;the Xxxxx Intellectual Property. (h) it has To Xxxxx’x actual knowledge as of the authority to bind its Affiliates to the terms Effective Date (without any inference or duty of this Agreement, as applicableinvestigation), and except for any items cited or referred to grant the rights and licenses granted on behalf of its Affiliates as set forth herein; (i) all documents required to be filed and all payments required to be made in order to prosecute and maintain each Patent in the Licensed Patents have been filed or made, as the case may be, in a timely manner, and no action has been taken that would constitute waiver, abandonment or any similar relinquishment of such rights; (j) the Licensed Patents constitute all Patents owned by or licensed to Lilly or any of its Affiliates that contain one the Xxxxx Patents, there are no publications, issued Patents, published Patent applications or more claims covering any Licensed Product or Licensed Compound, or the composition of matter, method of use or manufacture thereof; (k) neither Lilly nor any of its Affiliates is or has been a party to any agreement with any U.S. Governmental Authority pursuant to which any U.S. Governmental Authority provided funding for the Development of any Licensed Compound or any Licensed Product, and the inventions claimed or covered by the Existing Patents are not a “subject invention” as that term is described in 35 U.S.C. Section 201(f); and (l) neither Lilly nor any of its Affiliates, nor any of its or their respective officers, employees, or agents has made an untrue statement of material fact or fraudulent statement to the FDA or any other Regulatory Authority with respect to the Development of any Licensed Compound or Licensed Product, failed to disclose a material fact required to be disclosed to the FDA or any other Regulatory Authority with respect to the Development of any Licensed Compound or any Licensed Product, or committed an act, made a statement, or failed to make a statement with respect to the Development of any Licensed Compound or Licensed Product public disclosures that could reasonably be expected to provide a sufficient basis for to render invalid or unenforceable any of the FDA Xxxxx Patents. (i) To Xxxxx’x actual knowledge as of the Effective Date (without any inference or duty of investigation), there are no Third Party Patents, published Patent applications, or publications not yet disclosed to invoke its policy respecting “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities”, set forth in 56 Fed. Reg. 46191 (September 10, 1991) and any amendments thereto or any analogous laws or policies in any other countryNovartis that could reasonably be expected to impair Novartis’ rights under the License.

Representations and Warranties of Xxxxx. Xxxxx represents and warrants to Spruce that, Transition that as of the Effective Date: (a) it has the full right, power and authority to enter into this Agreement, to perform the collaboration, to grant the rights and licenses granted under Articles 2 10.1 and 310.2, and its execution of this Agreement, the fulfillment of its obligations and performance of its activities hereunder do not materially conflict with, violate, or breach or constitute a default under any material contractual obligation or court or administrative order by which Lilly is bound; (b) to the knowledge of Lilly, there are no legal claims, judgments or settlements against or owed by Lilly or any of its Affiliates, threatened or pending legal claims or litigation, in each case relating to the Licensed Lilly Patents; (c) all necessary consents, approvals and authorizations of all government authorities and other persons required to be obtained by Lilly as of the Effective Date in connection with the execution, delivery and performance of this Agreement have been obtained; (d) Lilly does not have any current knowledge that would cause any of its representations or warranties to Transition to be incorrect or untrue. (e) it is the owner or exclusive licensee of or otherwise Controls the right, title and interest in and to the Licensed Lilly Patents and related Licensed Lilly Know-How, and has the right to grant to Spruce Transition the licenses that it purports to grant hereunder and has not granted any Third Party rights that would interfere or be inconsistent with SpruceTransition’s rights hereunder; (ef) the Licensed Lilly Patents and Licensed Lilly Know-How are not subject to any existing royalty or other payment obligations to any Third Party; (fg) it is not aware of any other Patents, Know-How, or other intellectual property right Controlled by Lilly or its Affiliates, other than that which is licensed hereunder to Transition, which the Development, manufacture, use, sale and/or Commercialization of Products as contemplated hereunder would infringe; (h) as of the Effective Date, any issued Lilly Patents are valid and enforceable and it is not aware of any action, suit, inquiry, investigation or other proceeding threatened, pending, or ongoing brought by any Third Party that challenges or threatens the validity or enforceability of any of the Lilly Patents or that alleges the use of the Lilly Patents or the related Lilly Know-How or the development, manufacture, commercialization and use of the Lead Compounds, Backup Compounds or Licensed Products would infringe or misappropriate the intellectual property or intellectual property rights of any Third Party (and it has not received any notice alleging such an infringement or misappropriation). In the event that Lilly becomes aware of any such action or proceeding, it shall immediately notify Transition in writing; (i) it has disclosed to Spruce Transition a complete and accurate record of all material information and data relating to the results of all pre-clinical and clinical studies on Licensed Products or the Licensed CompoundProducts, in particular Lead Compounds, conducted by or on behalf of Lilly or any of its Affiliates or otherwise known to Lilly, including, without limitation, the status and interim results of all ongoing clinical and preclinical studies, and the clinical development and Regulatory Application and Regulatory Approval activities undertaken to date, and all such information and data is complete and accurate in all material respects; (g) neither it nor any of its Affiliates has been debarred or is subject to debarment; (h) it has the authority to bind its Affiliates to the terms of this Agreement, as applicable, and to grant the rights and licenses granted on behalf of its Affiliates as set forth herein; (i) all documents required to be filed and all payments required to be made in order to prosecute and maintain each Patent in the Licensed Patents have been filed or made, as the case may be, in a timely manner, and no action has been taken that would constitute waiver, abandonment or any similar relinquishment of such rights; (j) the Licensed Patents constitute all Patents owned by or licensed to Lilly or any of its Affiliates that contain one or more claims covering any Licensed Product or Licensed Compound, or the composition of matter, method of use or manufacture thereof; (k) neither Lilly nor any of its Affiliates is or has been a party to any agreement with any U.S. Governmental Authority pursuant to which any U.S. Governmental Authority provided funding for the Development of any Licensed Compound or any Licensed Product, and the inventions claimed or covered by the Existing Patents are not a “subject invention” as that term is described in 35 U.S.C. Section 201(f); and (l) neither Lilly nor any of its Affiliates, nor any of its or their respective officers, employees, or agents has made an untrue statement of material fact or fraudulent statement to the FDA or any other Regulatory Authority with respect to the Development of any Licensed Compound or Licensed Product, failed to disclose a material fact required to be disclosed to the FDA or any other Regulatory Authority with respect to the Development of any Licensed Compound or any Licensed Product, or committed an act, made a statement, or failed to make a statement with respect to the Development of any Licensed Compound or Licensed Product that could reasonably be expected to provide a basis for the FDA to invoke its policy respecting “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities”, set forth in 56 Fed. Reg. 46191 (September 10, 1991) and any amendments thereto or any analogous laws or policies in any other country.

Representations and Warranties of Xxxxx. x. Xxxxx represents and warrants to Spruce thatthat through October 15, as of 2017 (the Effective Date: (a) it has the full right, power and authority to enter into this Agreement, to grant the rights and licenses granted under Articles 2 and 3, and its execution of this Agreement, the fulfillment of its obligations and performance of its activities hereunder do not conflict with, violate, or breach or constitute a default under any material contractual obligation or court or administrative order by which Lilly is bound; (b) to the knowledge of Lilly, there are no legal claims, judgments or settlements against or owed by Lilly or any of its Affiliates, threatened or pending legal claims or litigation, in each case relating to the Licensed Patents; (c) all necessary consents, approvals and authorizations of all government authorities and other persons required to be obtained by Lilly as of the Effective Date in connection with the execution, delivery and performance of this Agreement have been obtained; (d) it is the owner or exclusive licensee of or otherwise Controls the right, title and interest in and to the Licensed Patents and related Licensed Know-How, and has the right to grant to Spruce the licenses that it purports to grant hereunder and has not granted any Third Party rights that would interfere or be inconsistent with Spruce’s rights hereunder; (e) the Licensed Patents and Licensed Know-How are not subject to any existing royalty or other payment obligations to any Third Party; (f) it has disclosed to Spruce a complete and accurate record of all material information and data relating to the results of all pre-clinical and clinical studies on Licensed Products or the Licensed Compound, conducted by or on behalf of Lilly or any of its Affiliates or otherwise known to Lilly, including, without limitation, the status and interim results of all ongoing clinical and preclinical studies, and the clinical development and Regulatory Application and Regulatory Approval activities undertaken to date, and all such information and data is complete and accurate in all material respects; (g) neither it nor any of its Affiliates has been debarred or is subject to debarment; (h“Warranty Period”) it has the authority to bind its Affiliates to the terms of this Agreement, as applicable, and right to grant the rights Licensee use of the Software as described in this Agreement. x. XXXXX MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ALL SUCH WARRANTIES BEING EXPRESSLY EXCLUDED. During the Warranty Period, Licensee shall promptly notify Xxxxx in writing of any claimed deficiency and licenses granted on behalf of provide information sufficient to permit Xxxxx to validate the deficiency. If a deficiency exists which breaches the warranty, Xxxxx shall, at its Affiliates as set forth herein; sole discretion and within ninety (90) days: (i) correct the deficiency; or (ii) with Xxxxx’x prior written authorization and upon Licensee’s de-installation of the Software and return of all documents required copies of the Software to be filed Xxxxx, refund any License Fee paid to Drake, whereupon this Agreement shall terminate. Xxxxx will exercise due care in conforming the Software to the requirements of the Federal and all payments required State authorities; however, the Licensee acknowledges that income tax preparation is subject to be made in order to prosecute change and maintain each Patent in the Licensed Patents have been filed or made, as the case may be, in a timely manner, and no action has been taken that would constitute waiver, abandonment or any similar relinquishment is of such rights; (j) complexity that the Licensed Patents constitute all Patents owned by or licensed to Lilly or any of its Affiliates that contain one or more claims covering any Licensed Product or Licensed Compound, or the composition of matter, method of use or manufacture thereof; (k) neither Lilly nor any of its Affiliates is or has been a party to any agreement with any U.S. Governmental Authority pursuant to which any U.S. Governmental Authority provided funding for the Development of any Licensed Compound or any Licensed Product, and the inventions claimed or covered Software may have inherent defects. Under no circumstances xxxx Xxxxx’x liability exceed amounts paid by the Existing Patents are not a “subject invention” as that term is described in 35 U.S.C. Section 201(f); andLicensee for use of the Software. (l) neither Lilly nor any of its Affiliatesc. THE REMEDIES SET FORTH ABOVE ARE LICENSEE’S SOLE AND EXCLUSIVE REMEDIES FOR BREACH OF THE WARRANTIES CONTAINED IN THIS AGREEMENT. XXXXX SHALL HAVE NO OTHER LIABILITY OR RESPONSIBILITY TO LICENSEE FOR DAMAGES OF ANY KIND, nor any of its or their respective officersINCLUDING SPECIAL, employeesINCIDENTAL, or agents has made an untrue statement of material fact or fraudulent statement to the FDA or any other Regulatory Authority with respect to the Development of any Licensed Compound or Licensed ProductINDIRECT OR CONSEQUENTIAL DAMAGES, failed to disclose a material fact required to be disclosed to the FDA or any other Regulatory Authority with respect to the Development of any Licensed Compound or any Licensed ProductARISING OUT OF OR RESULTING FROM THE USE OF THE SOFTWARE OR ANY PROGRAMS, or committed an act, made a statement, or failed to make a statement with respect to the Development of any Licensed Compound or Licensed Product that could reasonably be expected to provide a basis for the FDA to invoke its policy respecting “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities”, set forth in 56 FedSERVICES OR MATERIALS MADE AVAILABLE HEREUNDER OR THE USE OR MODIFICATION THEREOF OR UNAUTHORIZED ACCESS TO TAXPAYER DATA. Reg. 46191 (September 10, 1991) and any amendments thereto or any analogous laws or policies in any other countryLICENSEE SHALL INDEMNIFY AND HOLD XXXXX HARMLESS AGAINST ANY CLAIM BY A THIRD PARTY RELATING TO LICENSEE’S USE OF THE SOFTWARE OR THE RESULTS THEREOF.

Representations and Warranties of Xxxxx. Xxxxx hereby represents and warrants to Spruce that, the Company as follows: 4.1 Xxxxx is a bona fide resident of the Effective Date: (a) it has the full right, power state set forth in Section 7.3 of this Agreement and authority is legally competent to enter into execute this Agreement. 4.2 Xxxxx has received, read carefully and is familiar with this Agreement. Respecting the Company, Xxxxx is familiar with the Company's business and financial condition and any other matters relating to grant the rights transactions contemplated hereby; Xxxxx has received all materials which have been requested by him, has had a reasonable opportunity to ask questions of the Company and licenses granted under Articles 2 and 3its representatives, and its the Company has answered all inquiries that Xxxxx has put to it. Xxxxx has taken all the steps necessary to evaluate the merits and risks of the refinancing transactions contemplated hereby. 4.3 Xxxxx has been advised by the Company to consider retaining legal counsel in connection with the preparation and the execution of this Agreement. 4.4 Xxxxx represents that he is an "accredited investor" as such term is defined in Rule 501 of the Rules and Regulations promulgated under the Securities Act of 1933, as amended (the fulfillment of its obligations "Securities Act"). 4.5 Xxxxx has such knowledge and performance of its activities hereunder do not conflict withexperience in finance, violatesecurities, or breach or constitute a default under any material contractual obligation or court or administrative order by which Lilly is bound; (b) to the knowledge of Lilly, there are no legal claims, judgments or settlements against or owed by Lilly or any of its Affiliates, threatened or pending legal claims or litigation, in each case relating to the Licensed Patents; (c) all necessary consents, approvals and authorizations of all government authorities investments and other persons required business matters so as to be obtained by Lilly as able to evaluate the merits and risks of his investment in the Company. 4.6 Xxxxx has adequate means of providing for his current and foreseeable future needs and has no need for liquidity of his investment in the Company. Xxxxx recognizes and is fully cognizant of the Effective Date fact that his investment in connection with the execution, delivery and performance Company involves a high degree of this Agreement have been obtained; (d) it is the owner or exclusive licensee of or otherwise Controls the right, title and interest in and to the Licensed Patents and related Licensed Know-Howrisk, and has the right Xxxxx represents that he can afford to grant to Spruce the licenses that it purports to grant hereunder and has not granted any Third Party rights that would interfere or be inconsistent with Spruce’s rights hereunder; (e) the Licensed Patents and Licensed Know-How are not subject to any existing royalty or other payment obligations to any Third Party; (f) it has disclosed to Spruce a complete and accurate record of all material information and data relating to the results of all pre-clinical and clinical studies on Licensed Products or the Licensed Compound, conducted by or on behalf of Lilly or any of its Affiliates or otherwise known to Lillybear such risk, including, without limitation, the status risk of losing the entire investment. 4.7 Xxxxx has been advised by the Company that (i) neither the Conversion Shares, the New Warrants, nor the Common Stock underlying the New Warrants (collectively, the "Securities") have been registered under the Securities Act, and interim results that the Securities will be issued on the basis of all ongoing clinical the statutory exemption provided by Section 4(2) of the Securities Act or Regulation D promulgated thereunder, or both, relating to transactions by an issuer not involving any public offering, and preclinical studiesunder similar exemptions under applicable state securities laws; (ii) none of the Securities have been registered or qualified with any federal or state agency or self-regulatory organization, and (iii) the Company's reliance on exemptions from federal and state registration or qualification requirements is based in part upon the representations made by Xxxxx contained in this Agreement. 4.8 Xxxxx has been advised by the Company of, and/or he is otherwise familiar with, the nature of the limitations on the transfer of the Securities imposed by the Securities Act and the Rules and Regulations promulgated thereunder. In particular, Xxxxx agrees that no sale, assignment or transfer of any of the Securities shall be valid or effective (and agrees to not so sell, assign or transfer any of the Securities), and the clinical development and Regulatory Application and Regulatory Approval activities undertaken Company shall not be required to dategive any effect to such a sale, and all such information and data assignment or transfer, unless the sale, assignment or transfer is complete and accurate in all material respects; (g) neither it nor any of its Affiliates has been debarred or is subject to debarment; (h) it has the authority to bind its Affiliates to the terms of this Agreement, as applicable, and to grant the rights and licenses granted on behalf of its Affiliates as set forth herein; (i) all documents required to be filed and all payments required to be registered under the Securities Act, it being understood that none of the Securities are currently registered for sale; or (ii) made in accordance with all the requirements and limitations of Rule 144 under the Securities Act. Xxxxx acknowledges that the Securities shall be subject to a stop transfer order and that the certificate or certificates evidencing the Securities shall bear the following legend (and such other legends as may be required by state blue sky laws): THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED, ASSIGNED OR TRANSFERRED EXCEPT (1) A REGISTRATION STATEMENT UNDER THE ACT WHICH HAS BECOME EFFECTIVE AND IS CURRENT WITH RESPECT TO THESE SECURITIES, OR (2) PURSUANT TO A SPECIFIC EXEMPTION FROM REGISTRATION UNDER THE ACT BUT ONLY UPON A HOLDER HEREOF FIRST HAVING OBTAINED THE WRITTEN OPINION OF COUNSEL TO THE COMPANY, OR OTHER COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY, THAT THE PROPOSED DISPOSITION IS CONSISTENT WITH ALL APPLICABLE PROVISIONS OF THE ACT AS WELL AS ANY APPLICABLE "BLUE SKY" OR SIMILAR STATE SECURITIES LAW. 4.9 Xxxxx is acquiring the Securities for his own account for investment and not with a view to prosecute and maintain each Patent in the Licensed Patents have been filed sale or made, as distribution thereof or the case may be, in a timely manner, and granting of any participation therein. Xxxxx has no action present intention of distributing or selling to others any of such interest or granting any participation therein. 4.10 It never has been taken that would constitute waiverrepresented, abandonment guaranteed or any similar relinquishment of such rights; (j) the Licensed Patents constitute all Patents owned warranted by or licensed to Lilly or any of its Affiliates that contain one or more claims covering any Licensed Product or Licensed Compoundthe Company, or the composition of matter, method of use or manufacture thereof; (k) neither Lilly nor any of its Affiliates is or has been a party to any agreement with any U.S. Governmental Authority pursuant to which any U.S. Governmental Authority provided funding for the Development of any Licensed Compound or any Licensed Product, and the inventions claimed or covered by the Existing Patents are not a “subject invention” as that term is described in 35 U.S.C. Section 201(f); and (l) neither Lilly nor any of its Affiliates, nor any of its or their respective Company's officers, employeesdirectors, stockholders, employees or agents has made an untrue statement of material fact or fraudulent statement to the FDA agents, or any other Regulatory Authority person, whether expressly or by implication, that (i) the Company or Xxxxx will realize any given percentage of profits and/or amount or type of consideration, profit or loss as a result of the Company's activities or Vahan's investment; or (ii) the past performance or experience of the management of the Company, or of any other person, will in any way indicate the predictable results of the Company's activities or the ownership of the Securities. 4.11 Xxxxx is not acquiring the Securities as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting, or any solicitation of a share exchange by a person other than a representative of the Company with whom Xxxxx had a pre-existing relationship. 4.12 Xxxxx is not relying on the Company with respect to the Development tax and other economic considerations of any Licensed Compound or Licensed Product, failed to disclose a material fact required to be disclosed to the FDA or any other Regulatory Authority with respect to the Development of any Licensed Compound or any Licensed Product, or committed an act, made a statement, or failed to make a statement with respect to the Development of any Licensed Compound or Licensed Product that could reasonably be expected to provide a basis for the FDA to invoke its policy respecting “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities”, set forth in 56 Fed. Reg. 46191 (September 10, 1991) and any amendments thereto or any analogous laws or policies in any other countryinvestment.

Representations and Warranties of Xxxxx. Xxxxx represents hereby represents, confirms, acknowledges and warrants to Spruce that, Coil Tubing as of the Effective Datefollows: (a) it Xxxxx has such knowledge and experience in financial and business matters that Xxxxx is capable of evaluating the full right, power merits and authority to enter into this Agreement, to grant risks of an investment in Coil Tubing and the rights and licenses granted under Articles 2 and 3, and its execution suitability of this Agreement, the fulfillment of its obligations and performance of its activities hereunder do not conflict with, violate, or breach or constitute a default under any material contractual obligation or court or administrative order by which Lilly is boundCoil Tubing Shares as an investment for Xxxxx; (b) Due to Xxxxx’x position as Chief Executive Officer and President of Holdings (which is the knowledge operating subsidiary of LillyCoil Tubing), there are no legal claimsXxxxx has access to, judgments or settlements against or owed by Lilly or any is aware of and/or has reviewed similar information regarding Coil Tubing’s operations, financial position, results of operations, assets, liabilities, and risks associated with its Affiliatesoperations, threatened or pending legal claims or litigationas would be found in a Registration Statement filing under the Securities Act of 1933, in each case relating to as amended (the Licensed Patents“Act”); (c) all necessary consentsXxxxx is acquiring the Coil Tubing Shares for his own account for long-term investment and not with a view toward resale, approvals fractionalization or division, or distribution thereof, and authorizations of all government authorities and other persons required he does not presently have any reason to be obtained by Lilly as anticipate any change in his circumstances, financial or otherwise, or particular occasion or event which would necessitate or require his sale or distribution of the Effective Date in connection with the execution, delivery and performance of this Agreement have been obtainedCoil Tubing Shares; (d) it Xxxxx is able to bear the owner or exclusive licensee economic risk of or otherwise Controls the right, title investment in the Coil Tubing Shares and interest Xxxxx has sufficient net worth to sustain a loss of Xxxxx’x entire investment in and to the Licensed Patents and related Licensed Know-How, and has the right to grant to Spruce the licenses that it purports to grant hereunder and has not granted any Third Party rights that would interfere or be inconsistent with Spruce’s rights hereunderCoil Tubing without economic hardship if such a loss should occur; (e) There are substantial restrictions on the Licensed Patents transferability of the Coil Tubing Shares; the Coil Tubing Shares will not be, and Licensed Know-How are Xxxxx has no right to require that the Coil Tubing Shares be registered under the Act; there may not subject be any public market for the Coil Tubing Shares; Xxxxx may not be able to use the provisions of Rule 144 of the Act with respect to the resale of the Coil Tubing Shares; and accordingly, Xxxxx may have to hold the Coil Tubing Shares indefinitely and it may not be possible for Xxxxx to liquidate Xxxxx’x Coil Tubing Shares. Xxxxx agrees that the Coil Tubing Shares shall not be sold, transferred, pledged or hypothecated unless such sale is exempt from registration under the Act. Xxxxx also acknowledges that Xxxxx shall be responsible for compliance with all conditions on transfer imposed by any existing royalty blue sky or other payment obligations to securities law administrator and for any Third Party;expenses incurred by Coil Tubing for legal or accounting services in connection with reviewing a proposed transfer; and (f) it Xxxxx has disclosed to Spruce a complete carefully considered and accurate record of all material information and data relating has, to the results of all pre-clinical extent he believes such discussion is necessary, discussed with his professional, legal, tax and clinical studies on Licensed Products or the Licensed Compound, conducted by or on behalf of Lilly or any of its Affiliates or otherwise known to Lilly, including, without limitationfinancial advisors, the status suitability of an investment in the Coil Tubing Shares for his particular tax and interim results of all ongoing clinical financial situation and preclinical studiesthat Xxxxx and his advisers, and if such advisors were deemed necessary, have determined that the clinical development and Regulatory Application and Regulatory Approval activities undertaken to date, and all such information and data is complete and accurate in all material respectsCoil Tubing Shares are a suitable investment for him; (g) neither it nor Xxxxx understands and agrees that a legend will be placed on any of its Affiliates has been debarred certificate(s) or is subject to debarment; (hother document(s) it has evidencing the authority to bind its Affiliates to Coil Tubing Shares in substantially the terms of this Agreement, as applicable, and to grant the rights and licenses granted on behalf of its Affiliates as set forth herein; (i) all documents required to be filed and all payments required to be made in order to prosecute and maintain each Patent in the Licensed Patents have been filed or made, as the case may be, in a timely manner, and no action has been taken that would constitute waiver, abandonment or any similar relinquishment of such rights; (j) the Licensed Patents constitute all Patents owned by or licensed to Lilly or any of its Affiliates that contain one or more claims covering any Licensed Product or Licensed Compound, or the composition of matter, method of use or manufacture thereof; (k) neither Lilly nor any of its Affiliates is or has been a party to any agreement with any U.S. Governmental Authority pursuant to which any U.S. Governmental Authority provided funding for the Development of any Licensed Compound or any Licensed Product, and the inventions claimed or covered by the Existing Patents are not a “subject invention” as that term is described in 35 U.S.C. Section 201(f); and (l) neither Lilly nor any of its Affiliates, nor any of its or their respective officers, employees, or agents has made an untrue statement of material fact or fraudulent statement to the FDA or any other Regulatory Authority with respect to the Development of any Licensed Compound or Licensed Product, failed to disclose a material fact required to be disclosed to the FDA or any other Regulatory Authority with respect to the Development of any Licensed Compound or any Licensed Product, or committed an act, made a statement, or failed to make a statement with respect to the Development of any Licensed Compound or Licensed Product that could reasonably be expected to provide a basis for the FDA to invoke its policy respecting “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities”, set forth in 56 Fed. Reg. 46191 (September 10, 1991) and any amendments thereto or any analogous laws or policies in any other country.following form:

Representations and Warranties of Xxxxx. In order to induce the --------------------------------------- Facility Agent, the Term Bank and the Banks to enter into this Amendment and to amend the Liquidity Agreement in the manner provided herein, Xxxxx represents and warrants to Spruce thatthe Facility Agent, the Term Bank and the Banks that (i) all of the representations and warranties contained in the Liquidity Agreement are true and correct in all respects as of the Effective Date: date hereof except to the extent such representations and warranties specify that they relate only to an earlier date, in which case they are true as of such date, (aii) it no Liquidation Event or Unmatured Liquidation Event exists, (iii) Xxxxx has the full right, all requisite corporate power and authority to enter into this Amendment and to perform its obligations under the Liquidity Agreement as amended and extended hereby, (iv) the execution and delivery of this Amendment and the performance under the Liquidity Agreement, to grant as amended and extended hereby, have been duly and effectively authorized by all necessary corporate action on the rights part of Xxxxx, (v) the execution and licenses granted under Articles 2 and 3, and its execution delivery of this Amendment and the performance under the Liquidity Agreement, as amended and extended hereby, will not violate any charter, by-law or contract provision, or any license, franchise or permit, law, statute, regulation order or decree applicable to Xxxxx, (vi) the fulfillment execution and delivery of its obligations this Amendment and the performance of its activities hereunder do under the Liquidity Agreement, as amended and extended hereby, will not conflict with, violate, or result in a breach of or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of the Obligations of Xxxxx or court result or administrative order by which Lilly is bound; require the creation of or imposition of any lien upon any of the properties or assets of Xxxxx (b) other than liens created pursuant to the knowledge Liquidity Agreement), (vii) no order, decree or judgment of Lilly, there are no legal claims, judgments or settlements against or owed by Lilly or in any court of its Affiliates, threatened or pending legal claims or litigation, in each case relating to competent jurisdiction makes the Licensed Patents; (c) all necessary consents, approvals execution and authorizations of all government authorities and other persons required to be obtained by Lilly as of the Effective Date in connection with the execution, delivery and performance of this Agreement have been obtained; (d) it is the owner or exclusive licensee of or otherwise Controls the right, title and interest in and to the Licensed Patents and related Licensed Know-How, and has the right to grant to Spruce the licenses that it purports to grant hereunder and has not granted any Third Party rights that would interfere or be inconsistent with Spruce’s rights hereunder; (e) the Licensed Patents and Licensed Know-How are not subject to any existing royalty or other payment obligations to any Third Party; (f) it has disclosed to Spruce a complete and accurate record of all material information and data relating to the results of all pre-clinical and clinical studies on Licensed Products Amendment or the Licensed Compound, conducted by or on behalf of Lilly or any of its Affiliates or otherwise known to Lilly, including, without limitation, performance under the status and interim results of all ongoing clinical and preclinical studies, and the clinical development and Regulatory Application and Regulatory Approval activities undertaken to date, and all such information and data is complete and accurate in all material respects; (g) neither it nor any of its Affiliates has been debarred or is subject to debarment; (h) it has the authority to bind its Affiliates to the terms of this Liquidity Agreement, as applicableamended and extended hereby, illegal and to grant the rights and licenses granted on behalf of its Affiliates as set forth herein; (i) all documents required to no action, suit, or proceeding shall be filed and all payments required to be made in order to prosecute and maintain each Patent in the Licensed Patents pending or threatened or any investigation by any governmental or regulatory authority shall have been filed commenced which could result in any such order, decree or madejudgment and (viii) no authorization, consent, or approval of, or filing with, any public body or authority of the United States or any State thereof which has not already been made or obtained is required for the execution and delivery of this Amendment or the performance under the Liquidity Agreement, as the case may be, in a timely manneramended and extended hereby, and no action has been taken that would constitute waiverauthorization, abandonment consent or any similar relinquishment of such rights; (j) the Licensed Patents constitute all Patents owned by or licensed to Lilly or any of its Affiliates that contain one or more claims covering any Licensed Product or Licensed Compound, or the composition of matter, method of use or manufacture thereof; (k) neither Lilly nor any of its Affiliates is or has been a party to any agreement with any U.S. Governmental Authority pursuant to which any U.S. Governmental Authority provided funding for the Development approval of any Licensed Compound or any Licensed Productthird party, and the inventions claimed or covered by the Existing Patents are which has not a “subject invention” as that term been obtained, is described in 35 U.S.C. Section 201(f); and (l) neither Lilly nor any of its Affiliates, nor any of its or their respective officers, employees, or agents has made an untrue statement of material fact or fraudulent statement to the FDA or any other Regulatory Authority required with respect to the Development of any Licensed Compound or Licensed Product, failed to disclose a material fact required to be disclosed to the FDA or any other Regulatory Authority with respect to the Development of any Licensed Compound or any Licensed Product, or committed an act, made a statement, or failed to make a statement with respect to the Development of any Licensed Compound or Licensed Product that could reasonably be expected to provide a basis for the FDA to invoke its policy respecting “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities”, set forth in 56 Fed. Reg. 46191 (September 10, 1991) and any amendments thereto or any analogous laws or policies in any other countrythereto.

Representations and Warranties of Xxxxx. x. Xxxxx represents and warrants to Spruce thatthat through October 15, as of 2016 (the Effective Date: (a) it has the full right, power and authority to enter into this Agreement, to grant the rights and licenses granted under Articles 2 and 3, and its execution of this Agreement, the fulfillment of its obligations and performance of its activities hereunder do not conflict with, violate, or breach or constitute a default under any material contractual obligation or court or administrative order by which Lilly is bound; (b) to the knowledge of Lilly, there are no legal claims, judgments or settlements against or owed by Lilly or any of its Affiliates, threatened or pending legal claims or litigation, in each case relating to the Licensed Patents; (c) all necessary consents, approvals and authorizations of all government authorities and other persons required to be obtained by Lilly as of the Effective Date in connection with the execution, delivery and performance of this Agreement have been obtained; (d) it is the owner or exclusive licensee of or otherwise Controls the right, title and interest in and to the Licensed Patents and related Licensed Know-How, and has the right to grant to Spruce the licenses that it purports to grant hereunder and has not granted any Third Party rights that would interfere or be inconsistent with Spruce’s rights hereunder; (e) the Licensed Patents and Licensed Know-How are not subject to any existing royalty or other payment obligations to any Third Party; (f) it has disclosed to Spruce a complete and accurate record of all material information and data relating to the results of all pre-clinical and clinical studies on Licensed Products or the Licensed Compound, conducted by or on behalf of Lilly or any of its Affiliates or otherwise known to Lilly, including, without limitation, the status and interim results of all ongoing clinical and preclinical studies, and the clinical development and Regulatory Application and Regulatory Approval activities undertaken to date, and all such information and data is complete and accurate in all material respects; (g) neither it nor any of its Affiliates has been debarred or is subject to debarment; (h“Warranty Period”) it has the authority to bind its Affiliates to the terms of this Agreement, as applicable, and right to grant the rights Licensee use of the Software as described in this Agreement. x. XXXXX MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ALL SUCH WARRANTIES BEING EXPRESSLY EXCLUDED. During the Warranty Period, Licensee shall promptly notify Xxxxx in writing of any claimed deficiency and licenses granted on behalf of provide information sufficient to permit Xxxxx to validate the deficiency. If a deficiency exists which breaches the warranty, Xxxxx shall, at its Affiliates as set forth herein; sole discretion and within ninety (90) days: (i) correct the deficiency; or (ii) with Xxxxx’x prior written authorization and upon Licensee's de-installation of the Software and return of all documents required copies of the Software to be filed Xxxxx, refund any License Fee paid to Drake, whereupon this Agreement shall terminate. Xxxxx will exercise due care in conforming the Software to the requirements of the Federal and all payments required State authorities; however, the Licensee acknowledges that income tax preparation is subject to be made in order to prosecute change and maintain each Patent in the Licensed Patents have been filed or made, as the case may be, in a timely manner, and no action has been taken that would constitute waiver, abandonment or any similar relinquishment is of such rights; (j) complexity that the Licensed Patents constitute all Patents owned by or licensed to Lilly or any of its Affiliates that contain one or more claims covering any Licensed Product or Licensed Compound, or the composition of matter, method of use or manufacture thereof; (k) neither Lilly nor any of its Affiliates is or has been a party to any agreement with any U.S. Governmental Authority pursuant to which any U.S. Governmental Authority provided funding for the Development of any Licensed Compound or any Licensed Product, and the inventions claimed or covered Software may have inherent defects. Under no circumstances xxxx Xxxxx’x liability exceed amounts paid by the Existing Patents are not a “subject invention” as that term is described in 35 U.S.C. Section 201(f); andLicensee for use of the Software. (l) neither Lilly nor any of its Affiliatesc. THE REMEDIES SET FORTH ABOVE ARE LICENSEE’S SOLE AND EXCLUSIVE REMEDIES FOR BREACH OF THE WARRANTIES CONTAINED IN THIS AGREEMENT. XXXXX SHALL HAVE NO OTHER LIABILITY OR RESPONSIBILITY TO LICENSEE FOR DAMAGES OF ANY KIND, nor any of its or their respective officersINCLUDING SPECIAL, employeesINCIDENTAL, or agents has made an untrue statement of material fact or fraudulent statement to the FDA or any other Regulatory Authority with respect to the Development of any Licensed Compound or Licensed ProductINDIRECT OR CONSEQUENTIAL DAMAGES, failed to disclose a material fact required to be disclosed to the FDA or any other Regulatory Authority with respect to the Development of any Licensed Compound or any Licensed ProductARISING OUT OF OR RESULTING FROM THE USE OF THE SOFTWARE OR ANY PROGRAMS, or committed an act, made a statement, or failed to make a statement with respect to the Development of any Licensed Compound or Licensed Product that could reasonably be expected to provide a basis for the FDA to invoke its policy respecting “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities”, set forth in 56 FedSERVICES OR MATERIALS MADE AVAILABLE HEREUNDER OR THE USE OR MODIFICATION THEREOF. Reg. 46191 (September 10, 1991) and any amendments thereto or any analogous laws or policies in any other countryLICENSEE SHALL INDEMNIFY AND HOLD XXXXX HARMLESS AGAINST ANY CLAIM BY A THIRD PARTY RELATING TO LICENSEE’S USE OF THE SOFTWARE OR THE RESULTS THEREOF.

Representations and Warranties of Xxxxx. Xxxxx represents and warrants to Spruce Flame that, as of the Effective Date: (a) it has the full right, power and authority to enter into this Agreement, to grant the rights and licenses granted under Articles 2 and 3, and its execution of this Agreement, the fulfillment of its obligations and performance of its activities hereunder do not conflict with, violate, Listed Patents constitute all Patents owned or breach or constitute a default under any material contractual obligation or court or administrative order Controlled by which Lilly is bound; (b) to the knowledge of Lilly, there are no legal claims, judgments or settlements against or owed by Lilly Xxxxx or any of its Affiliates, threatened or pending legal claims or litigation, in each case relating to the Licensed Patents; (c) all necessary consents, approvals and authorizations of all government authorities and other persons required to be obtained by Lilly Affiliates as of the Effective Date in connection with the executionTerritory that contain one or more claims covering any Licensed Compound or Licensed Product, delivery and performance or the composition of this Agreement have been obtainedmatter or formulation, or any method of use or manufacture, of any Licensed Compound or Licensed Product; (db) it is the owner or exclusive licensee of Lilly has provided or otherwise Controls the rightmade available to Flame current, title true and interest in and to the Licensed Patents and related Licensed Know-How, and has the right to grant to Spruce the licenses that it purports to grant hereunder and has not granted any Third Party rights that would interfere or be inconsistent with Spruce’s rights hereundercomplete copies of all unpublished Listed Patents; (e) the Licensed Patents and Licensed Know-How are not subject to any existing royalty or other payment obligations to any Third Party; (f) it has disclosed to Spruce a complete and accurate record of all material information and data relating to the results of all pre-clinical and clinical studies on Licensed Products or the Licensed Compound, conducted by or on behalf of Lilly or any of its Affiliates or otherwise known to Lilly, including, without limitation, the status and interim results of all ongoing clinical and preclinical studies, and the clinical development and Regulatory Application and Regulatory Approval activities undertaken to date, and all such information and data is complete and accurate in all material respects; (g) neither it nor any of its Affiliates has been debarred or is subject to debarment; (h) it has the authority to bind its Affiliates to the terms of this Agreement, as applicable, and to grant the rights and licenses granted on behalf of its Affiliates as set forth herein; (ic) all documents required to be filed and all payments required to be made in order to prosecute and maintain each Patent in the Licensed Listed Patents prior to the Effective Date in the Territory have been filed or made, as the case may be, in a timely manner, and no action has been taken that would constitute waiver, abandonment or any similar relinquishment of such rights; (jd) no Listed Patent in the Licensed Patents constitute all Patents owned by Territory is or licensed to Lilly or has been involved in any of its Affiliates that contain one or more claims covering any Licensed Product or Licensed Compoundinterference, opposition, reissue, reexamination, revocation, inter partes review, post-grant review, post-grant proceeding, or equivalent proceeding in which the composition scope, validity or enforceability of matterany such Listed Patent is being or has been contested or challenged, method of use or manufacture thereofand to Xxxxx’x knowledge, no such proceeding has been threatened with respect to any Listed Patent in the Territory; (ke) no Listed Patent in the Territory has been adjudged invalid or unenforceable in whole or part, or, in the case of pending patent applications within the Listed Patents in the Territory, has been the subject of a final and non-appealable finding of unpatentability; (f) Xxxxx has the ful1 right, power and authority to grant the rights and licenses it purports to grant hereunder, and neither Lilly Xxxxx nor any of its Affiliates is has granted any Third Party any rights or has been a party to any agreement licenses that would interfere or be inconsistent with any U.S. Governmental Authority pursuant to which any U.S. Governmental Authority provided funding for the Development of any Licensed Compound or any Licensed Product, Flame’s rights and the inventions claimed or covered by the Existing Patents are not a “subject invention” as that term is described in 35 U.S.C. Section 201(f); andlicenses hereunder; (lg) neither Lilly nor to the knowledge of Lilly, there are no legal claims, judgments or settlements against or owed by Xxxxx or any of its Affiliates, threatened or pending legal claims or litigation, in each case relating to the Licensed Technology; (h) neither Xxxxx nor any of its Affiliates has received written notice from any Third Party claiming that the manufacture, use, sale, offer for sale or their respective officers, employees, or agents has made an untrue statement of material fact or fraudulent statement to the FDA or any other Regulatory Authority with respect to the Development of any Licensed Compound or Licensed Product, failed to disclose a material fact required to be disclosed to the FDA or any other Regulatory Authority with respect to the Development of any Licensed Compound or any Licensed Product, or committed an act, made a statement, or failed to make a statement with respect to the Development import of any Licensed Compound or Licensed Product that could reasonably be expected infringes or misappropriates, or would infringe or misappropriate, the Patents or other intellectual property rights of any Third Party, and, to provide a basis Lilly’s knowledge, none of the manufacture, use, sale, offer for sale and import of Licensed Compounds and Licensed Products infringes the FDA to invoke its policy respecting “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities”, set forth in 56 Fed. Reg. 46191 (September 10, 1991) and any amendments thereto Patents or any analogous laws or policies in misappropriates any other country.intellectual property rights of any Third Party;

Representations and Warranties of Xxxxx. Xxxxx represents and warrants to Spruce that, Transition that as of the Effective Date: (a) it has the full right, power and authority to enter into this Agreement, to perform the collaboration, to grant the rights and licenses granted under Articles 2 and 3Article 10.1, and its execution of this Agreement, the fulfillment of its obligations and performance of its activities hereunder do not materially conflict with, violate, or breach or constitute a default under any material contractual obligation or court or administrative order by which Lilly is bound; (b) to the knowledge of Lilly, there are no legal claims, judgments or settlements against or owed by Lilly or any of its Affiliates, threatened or pending legal claims or litigation, in each case relating to the Licensed Lilly Patents; (c) all necessary consents, approvals and authorizations of all government authorities and other persons required to be obtained by Lilly as of the Effective Date in connection with the execution, delivery and performance of this Agreement have been obtained; (d) Lilly does not have any current knowledge that would cause any of its representations or warranties to Transition to be incorrect or untrue. (e) it is the owner or exclusive licensee of or otherwise Controls the right, title and interest in and to the Licensed Lilly Patents and related Licensed Lilly Know-How, and has the right to grant to Spruce Transition the licenses that it purports to grant hereunder and has not granted any Third Party rights that would interfere or be inconsistent with SpruceTransition’s rights hereunder; (ef) the Licensed Lilly Patents and Licensed Lilly Know-How are not subject to any existing royalty or other payment obligations to any Third Party; (fg) it is not aware of any other Patents, Know-How, or other intellectual property right Controlled by Lilly or its Affiliates, other than that which is licensed hereunder to Transition, which the Development, manufacture, use, sale and/or Commercialization of Products as contemplated hereunder would infringe; (h) as of the Effective Date, any issued Lilly Patents are valid and enforceable and it is not aware of any action, suit, inquiry, investigation or other proceeding threatened, pending, or ongoing brought by any Third Party that challenges or threatens the validity or enforceability of any of the Lilly Patents or that alleges the use of the Lilly Patents or the related Lilly Know-How or the development, manufacture, commercialization and use of the Lead Compounds, Backup Compounds or Licensed Products would infringe or misappropriate the intellectual property or intellectual property rights of any Third Party (and it has not received any notice alleging such an infringement or misappropriation). In the event that Lilly becomes aware of any such action or proceeding, it shall immediately notify Transition in writing; (i) it has disclosed to Spruce Transition a complete and accurate record of all material information and data relating to the results of all pre-clinical and clinical studies on Licensed Products or the Licensed CompoundProducts, in particular Lead Compounds, conducted by or on behalf of Lilly or any of its Affiliates or otherwise known to Lilly, including, without limitation, the status and interim results of all ongoing clinical and preclinical studies, and the clinical development and Regulatory Application and Regulatory Approval activities undertaken to date, and all such information and data is complete and accurate in all material respects; (g) neither it nor any of its Affiliates has been debarred or is subject to debarment; (h) it has the authority to bind its Affiliates to the terms of this Agreement, as applicable, and to grant the rights and licenses granted on behalf of its Affiliates as set forth herein; (i) all documents required to be filed and all payments required to be made in order to prosecute and maintain each Patent in the Licensed Patents have been filed or made, as the case may be, in a timely manner, and no action has been taken that would constitute waiver, abandonment or any similar relinquishment of such rights; (j) the Licensed Patents constitute all Patents owned by or licensed to Lilly or any of its Affiliates that contain one or more claims covering any Licensed Product or Licensed Compound, or the composition of matter, method of use or manufacture thereof; (k) neither Lilly nor any of its Affiliates is or has been a party to any agreement with any U.S. Governmental Authority pursuant to which any U.S. Governmental Authority provided funding for the Development of any Licensed Compound or any Licensed Product, and the inventions claimed or covered by the Existing Patents are not a “subject invention” as that term is described in 35 U.S.C. Section 201(f); and (l) neither Lilly nor any of its Affiliates, nor any of its or their respective officers, employees, or agents has made an untrue statement of material fact or fraudulent statement to the FDA or any other Regulatory Authority with respect to the Development of any Licensed Compound or Licensed Product, failed to disclose a material fact required to be disclosed to the FDA or any other Regulatory Authority with respect to the Development of any Licensed Compound or any Licensed Product, or committed an act, made a statement, or failed to make a statement with respect to the Development of any Licensed Compound or Licensed Product that could reasonably be expected to provide a basis for the FDA to invoke its policy respecting “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities”, set forth in 56 Fed. Reg. 46191 (September 10, 1991) and any amendments thereto or any analogous laws or policies in any other country.