Common use of Representations of Roche Clause in Contracts

Representations of Roche. Roche hereby represents to VIA as of the Effective Date that: (a) Roche is duly formed and/or incorporated, validly existing and in good standing, with the corporate power and authority to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of Roche. This Agreement has been duly executed and delivered by Roche and constitutes the valid, binding and enforceable obligation of Roche, subject to applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting creditors’ rights generally from time to time in effect and to general principles of equity. (b) Roche owns the Roche Patent Rights and owns, controls, or licenses the Roche Know-How and owns all of the Transfer Know-How (as defined in Section 11.1); (c) Except for the Roche Patent Rights, Roche and its Affiliates do not own or control any Patents claiming the Compound; (d) Roche has the right to grant VIA the rights and licenses granted under this Agreement; and (e) Roche is not subject to, or bound by, any provision of: (i) any articles or certificates of incorporation or by-laws; (ii) any mortgage, deed of trust, lease, note, shareholders’ agreement, bond, indenture, license, permit, trust, custodianship, or other instrument, agreement or restriction; or (iii) any judgment, order, writ, injunction or decree or any court, governmental body, administrative agency or arbitrator; that would prevent, or be violated by, or under which there would be a default as a result of, nor is the consent of any Third Party required for, the execution, delivery and performance by Roche of this Agreement and the obligations contained herein, including without limitation, the grant to VIA of the license described in Section 2.1 hereof.

Representations of Roche. Roche hereby represents to VIA as of the Effective Date that: (a) Roche is duly formed and/or incorporated, validly existing and in good standing, with the corporate power and authority to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of Roche. This Agreement has been duly executed and delivered by Roche and constitutes the valid, binding and enforceable obligation of Roche, subject to applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting creditors’ rights generally from time to time in effect and to general principles of equity. (b) Roche owns the Roche Patent Rights and owns, controls, or licenses the Roche Know-How and owns all of the Transfer Know-How (as defined in Section 11.1); (c) Except for the Roche Patent Rights, Roche and its Affiliates do not own or control any Patents claiming the Compound; (d) Roche has the right to grant VIA the rights and licenses granted under this Agreement; and (e) Roche is not subject to, or bound by, any provision of: (i) any articles or certificates of incorporation or by-laws; (ii) any mortgage, deed of trust, lease, note, shareholders’ agreement, bond, indenture, license, permit, trust, custodianship, or other instrument, agreement or restriction; or (iii) any judgment, order, writ, injunction or decree or any court, governmental body, administrative agency or arbitrator; that would prevent, or be violated by, or under which there would be a default as a result of, nor is the consent of any Third Party required for, the execution, delivery and performance by Roche of this Agreement and the obligations contained herein, including without limitation, the grant to VIA of the license licenses and assignments described in Section 2.1 hereof.