Common use of Representations and Warranties of Zai Clause in Contracts

Representations and Warranties of Zai. ZAI represents, warrants and covenants that: (a) It shall not knowingly engage in any activities that use the BMS Patent Rights and/or BMS Know-How in a manner that is outside the scope of the license rights granted to it hereunder; (b) It has sufficient resources, including without limitation, qualified personnel and access to Approved Contractors with the requisite skill and expertise, to conduct the Development activities set forth in the Partner Development Plan; (c) To ZAI’s knowledge as of the Effective Date, it is in good standing with all Approved Contractors listed on Schedule 5.9; (d) To ZAI’s knowledge as of the Effective Date, [*]; (e) As of the Effective Date, there are no pending or threatened actions, suits or proceedings against ZAI that would limit or impair ZAI’s ability to perform its obligations under this Agreement; (f) As of the Effective Date, and without any obligation to investigate, ZAI is not aware of any intellectual property rights of a Third Party which would be infringed by the making, using or selling of the Licensed Product in the Partner Territory; (g) Prior to any employees, agents and representatives of ZAI or ZAI’s Affiliates, or any Third Parties being granted access by ZAI to the Licensed Compounds, Data or Confidential Information of BMS, ZAI shall have executed agreements with such Persons providing for intellectual property rights protection consistent with the terms of this Agreement and for protection of Confidential Information of BMS, and ZAI covenants to take all reasonable actions to enforce the terms of such agreements against such Persons; [*] = 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. (h) As of the Effective Date, it has not received any written notice that any governmental authority has commenced, or, to its knowledge, threatened in writing to commence any action against ZAI based on ZAI’s failure to comply with Applicable Law; and (i) All of its activities related to its use of the BMS Patent Rights and BMS Know-How, and the Development and Commercialization of the Licensed Compounds and Licensed Product(s), pursuant to this Agreement shall comply with all Applicable Law.

Representations and Warranties of Zai. ZAI representsZai represents and warrants to MacroGenics that, warrants and covenants thatas of the Effective Date: (a) It shall not knowingly engage in any activities that use it is duly organized and validly existing under the BMS Patent Rights and/or BMS Know-How in a manner that is outside the scope Applicable Laws and Regulations of the license rights granted jurisdiction of its incorporation and has the full right, power and authority to it hereunderenter into this Agreement, to perform the Programs, and to grant the licenses contemplated under Article 3; (b) It has sufficient resourcesthis Agreement is legally binding upon it and enforceable in accordance with its terms and the execution, including without limitationdelivery and fulfillment of its obligations and performance of its activities hereunder do not conflict with, qualified personnel violate, or breach or constitute a default under any contractual obligation or court or administrative order by which Zai is bound, nor violate any material Application Laws and access to Approved Contractors with the requisite skill and expertise, to conduct the Development activities set forth in the Partner Development PlanRegulations; (c) To ZAI’s knowledge all necessary consents, approvals and authorizations of all government authorities and other persons required to be obtained by Zai as of the Effective DateDate in connection with the execution, it is in good standing with all Approved Contractors listed on Schedule 5.9delivery and performance of this Agreement have been obtained; (d) To ZAI’s knowledge as of the Effective DateZai Platform, [*]Zai Licensed Patents and Zai Licensed Know-How are not subject to any other Third Party agreements or existing royalty or other payment obligations to any Third Party; (e) As it is not aware of any action, suit or inquiry or investigation instituted by any Person which questions or threatens the Effective Date, there are no pending or threatened actions, suits or proceedings against ZAI that would limit or impair ZAI’s ability to perform its obligations under validity of this Agreement; (f) As in the conduct of the Effective Dateany activities under this Agreement, it shall comply and shall cause its and its Affiliates’ employees and contractors to comply with all Applicable Laws and Regulations, including all export control, anti-corruption and anti-bribery laws and regulations, and without shall not cause MacroGenics’ Indemnitees to be in violation of any obligation Applicable Laws and Regulations or otherwise cause any reputational harm to investigateMacroGenics (g) it Controls the right, ZAI title and interest in and to the Zai Platform, Zai Licensed Patents and Zai Licensed Know-How, and has the right to grant to MacroGenics the licenses that it purports to grant hereunder; (h) it has not granted, and shall not grant during the Term, any Third Party rights and has not taken, and shall not take during the Term, any other action which would be inconsistent or interfere with MacroGenics rights hereunder; (i) to its knowledge, no Third Party is infringing or misappropriating any Zai Platform or Zai Licensed Technology; (j) there is no action, suit, inquiry, investigation or other proceeding threatened, pending, or ongoing by any Third Party (and it is not aware of any grounds therefor) that alleges the use of the Zai Platform or Zai Licensed Technology would infringe intellectual property rights or misappropriate any Know-How of a any Third Party which would be infringed by the making, using or selling of the Licensed Product in the Partner Territory; (g) Prior to any employees, agents and representatives of ZAI or ZAI’s Affiliates, or any Third Parties being granted access by ZAI to the Licensed Compounds, Data or Confidential Information of BMS, ZAI shall have executed agreements with such Persons providing for intellectual property rights protection consistent with the terms of this Agreement and for protection of Confidential Information of BMS, and ZAI covenants to take all reasonable actions to enforce the terms of such agreements against such Persons; [*] = 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. (h) As of the Effective Date, it has not received any notice alleging such an infringement). In the event that Zai receives notice of any such action or proceeding, it shall notify MacroGenics promptly in writing; (k) it has obtained or shall obtain written notice that agreements from each of its employees, consultants and contractors who perform any governmental authority has commencedactivities pursuant to this Agreement, or, which agreements shall obligate such persons to its knowledge, threatened obligations of confidentiality and non-use and to assign Inventions in writing to commence any action against ZAI based on ZAI’s failure to comply a manner consistent with Applicable Lawthe provisions of this Agreement; and (l) neither it nor any of its or its Affiliates’ employees or agents performing under this Agreement has ever been, or is currently: (i) All debarred under 21 U.S.C. § 335a or by any Regulatory Authority; (ii) excluded, debarred, suspended, or otherwise ineligible to participate in federal health care programs or in federal procurement or non-procurement programs; (iii) listed on the FDA’s Disqualified and Restricted Lists for clinical investigators; or (iv) convicted of a criminal offense that falls within the scope of 42 U.S.C. § 1320a-7(a), but has not yet been excluded, debarred, suspended, or otherwise declared ineligible. Zai further covenants that if, during the Term, it becomes aware that it or any of its activities related to or its use of the BMS Patent Rights and BMS Know-How, and the Development and Commercialization of the Licensed Compounds and Licensed Product(s), pursuant to Affiliates’ employees or agents performing under this Agreement shall comply with all Applicable Lawis the subject of any investigation or proceeding that could lead to that Party becoming a debarred entity or individual, an excluded entity or individual or a convicted entity or individual, Zai will promptly notify MacroGenics. The foregoing sentence will survive termination or expiration of this Agreement.

Representations and Warranties of Zai. ZAI representsZai represents and warrants to MacroGenics that, warrants and covenants thatas of the Effective Date: (a) It shall not knowingly engage in any activities that use it is duly organized and validly existing under the BMS Patent Rights and/or BMS Know-How in a manner that is outside the scope Applicable Laws and Regulations of the license rights granted jurisdiction of its incorporation and has the full right, power and authority to it hereunderenter into this Agreement, to perform the Programs, and to grant the licenses contemplated under Article 3; (b) It has sufficient resourcesthis Agreement is legally binding upon it and enforceable in accordance with its terms and the execution, including without limitationdelivery and fulfillment of its obligations and performance of its activities hereunder do not conflict with, qualified personnel violate, or breach or constitute a default under any contractual obligation or court or administrative order by which Zai is bound, nor violate any material Application Laws and access to Approved Contractors with the requisite skill and expertise, to conduct the Development activities set forth in the Partner Development PlanRegulations; (c) To ZAI’s knowledge all necessary consents, approvals and authorizations of all government authorities and other persons required to be obtained by Zai as of the Effective DateDate in connection with the execution, it is in good standing with all Approved Contractors listed on Schedule 5.9;delivery and performance of this Agreement have been obtained; [***] = CERTAIN CONFIDENTIAL INFORMATION OMITTED (d) To ZAI’s knowledge as of the Effective DateZai Platform, [*]Zai Licensed Patents and Zai Licensed Know-How are not subject to any other Third Party agreements or existing royalty or other payment obligations to any Third Party; (e) As it is not aware of any action, suit or inquiry or investigation instituted by any Person which questions or threatens the Effective Date, there are no pending or threatened actions, suits or proceedings against ZAI that would limit or impair ZAI’s ability to perform its obligations under validity of this Agreement; (f) As in the conduct of the Effective Dateany activities under this Agreement, it shall comply and shall cause its and its Affiliates’ employees and contractors to comply with all Applicable Laws and Regulations, including all export control, anti-corruption and anti-bribery laws and regulations, and without shall not cause MacroGenics’ Indemnitees to be in violation of any obligation Applicable Laws and Regulations or otherwise cause any reputational harm to investigateMacroGenics (g) it Controls the right, ZAI title and interest in and to the Zai Platform, Zai Licensed Patents and Zai Licensed Know-How, and has the right to grant to MacroGenics the licenses that it purports to grant hereunder; (h) it has not granted, and shall not grant during the Term, any Third Party rights and has not taken, and shall not take during the Term, any other action which would be inconsistent or interfere with MacroGenics rights hereunder; (i) to its knowledge, no Third Party is infringing or misappropriating any Zai Platform or Zai Licensed Technology; (j) there is no action, suit, inquiry, investigation or other proceeding threatened, pending, or ongoing by any Third Party (and it is not aware of any grounds therefor) that alleges the use of the Zai Platform or Zai Licensed Technology would infringe intellectual property rights or misappropriate any Know-How of a any Third Party which would be infringed by the making, using or selling of the Licensed Product in the Partner Territory; (g) Prior to any employees, agents and representatives of ZAI or ZAI’s Affiliates, or any Third Parties being granted access by ZAI to the Licensed Compounds, Data or Confidential Information of BMS, ZAI shall have executed agreements with such Persons providing for intellectual property rights protection consistent with the terms of this Agreement and for protection of Confidential Information of BMS, and ZAI covenants to take all reasonable actions to enforce the terms of such agreements against such Persons; [*] = 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. (h) As of the Effective Date, it has not received any notice alleging such an infringement). In the event that Zai receives notice of any such action or proceeding, it shall notify MacroGenics promptly in writing; (k) it has obtained or shall obtain written notice that agreements from each of its employees, consultants and contractors who perform any governmental authority has commencedactivities pursuant to this Agreement, or, which agreements shall obligate such persons to its knowledge, threatened obligations of confidentiality and non-use and to assign Inventions in writing to commence any action against ZAI based on ZAI’s failure to comply a manner consistent with Applicable Lawthe provisions of this Agreement; and (l) neither it nor any of its or its Affiliates’ employees or agents performing under this Agreement has ever been, or is currently: (i) All debarred under 21 U.S.C. § 335a or by any Regulatory Authority; (ii) excluded, debarred, suspended, or otherwise ineligible to participate in federal health care programs or in federal procurement or non-procurement programs; (iii) listed on the FDA’s Disqualified and Restricted Lists for clinical investigators; or (iv) convicted of a criminal offense that falls within the scope of 42 U.S.C. § 1320a-7(a), but has not yet been excluded, debarred, suspended, or otherwise declared ineligible. Zai further covenants that if, during the Term, it becomes aware that it or any of its activities related to or its use of the BMS Patent Rights and BMS Know-How, and the Development and Commercialization of the Licensed Compounds and Licensed Product(s), pursuant to Affiliates’ employees or agents performing under this Agreement shall comply with all Applicable Lawis the subject of any investigation or proceeding that could lead to that Party becoming a debarred entity or individual, an excluded entity or individual or a convicted entity or individual, Zai will promptly notify MacroGenics. The foregoing sentence will survive termination or expiration of this Agreement.

Representations and Warranties of Zai. ZAI represents, Zai represents and warrants and covenants that: to Blueprint as follows (a) It shall not knowingly engage in any activities that use the BMS Patent Rights and/or BMS Know-How in a manner that is outside the scope of the license rights granted to it hereunder; [****], and (b) [****]: 12.3.1 It has sufficient resources, including without limitation, qualified personnel and access the right under the Zai Technology to Approved Contractors with grant to Blueprint the requisite skill and expertise, to conduct the Development activities licenses set forth in this Agreement, and it has not granted any license or other right under the Partner Development Plan;Zai Technology that is inconsistent with the licenses purported to be granted to Blueprint hereunder. (c) To ZAI’s knowledge 12.3.2 There is no Zai Technology in existence as of the Effective Date, it . 12.3.3 There is in good standing with all Approved Contractors listed on Schedule 5.9; (d) To ZAI’s knowledge as of the Effective Date, [*]; (e) As of the Effective Date, there are no pending or, to Xxx’s Knowledge, threatened (in writing) litigation, nor has Xxx received any written notice from any Third Party, asserting or threatened actions, suits or proceedings against ZAI alleging that would limit or impair ZAI’s ability to perform its obligations the Exploitation of any Zai Product as part of any Blueprint/Zai Combination in the Territory as contemplated under this Agreement; (f) As of Agreement will infringe or misappropriate the Effective Date, and without any obligation to investigate, ZAI is not aware of any intellectual property rights of a such Third Party which would be infringed Party. 12.3.4 There are no legal claims, judgments, or settlements against or owed by the making, using Zai or selling any of the Licensed Product in the Partner Territory; (g) Prior to any employees, agents and representatives of ZAI or ZAI’s its Affiliates, or any Third Parties being granted access by ZAI to the Licensed Compounds, Data or Confidential Information of BMS, ZAI shall have executed agreements with such Persons providing for intellectual property rights protection consistent with the terms of this Agreement and for protection of Confidential Information of BMS, and ZAI covenants to take all reasonable actions to enforce the terms of such agreements against such Persons; [*] = 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. (h) As of the Effective Date, it has not received any written notice that any governmental authority has commenced, pending or, to its knowledgeZai’s Knowledge, threatened threatened, legal claims or litigation, in writing each case, relating to commence any action against ZAI based on ZAI’s failure antitrust, anti-competition, or Anti-Corruption Law violations. 12.3.5 Zai has sufficient financial wherewithal to comply with Applicable Law; and (i) All perform all of its activities related obligations set forth under this Agreement as they come due. 12.3.6 Each employee of Zai and its Affiliates is bound by an agreement or policy requiring such employee to assign Inventions invented by such employee to Zai or such Affiliate. 12.3.7 Xxx has, or can readily obtain, sufficient technical, clinical, and regulatory expertise to perform all of its use obligations pursuant to this Agreement, including its obligations relating to Development, Manufacturing, Medical Affairs, Commercialization, and obtaining Regulatory Approvals, in each case, of the BMS Patent Rights and BMS Know-How, and the Development and Commercialization of the Licensed Blueprint Compounds and Licensed Product(s)Products as contemplated under this Agreement. 12.3.8 None of the officers, pursuant to directors, or employees of Zai or of any of its Affiliates or agents acting on behalf of Zai or any of its Affiliates, in each case, that are employed or reside outside the United States, is a Public Official. 12.3.9 Zai or its Affiliate that will serve as Blueprint’s regulatory agent (as applicable) in the PRC as contemplated by this Agreement shall comply with has met all qualification requirements required under Applicable LawLaw to be Blueprint’s regulatory agent in the PRC as contemplated by this Agreement.