Common use of Representations, Warranties and Covenants of ZGI Clause in Contracts

Representations, Warranties and Covenants of ZGI. ZG1 represents ------------------------------------------------ and warrants to and covenants with NN that: (a) ZGI is a corporation duly organized, validly existing and in corporate good standing under the laws of the state of Washington; and (b) ZGI has the corporate and legal right, title, authority and power to enter into this Agreement; and (c) ZGI has taken all necessary action to authorize the execution, delivery and performance of this Agreement; and (d) upon the execution and delivery of this Agreement, this Agreement shall constitute a valid and binding obligation of ZGI enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or, at law); and (e) the performance of its obligations under this Agreement will not conflict with or result in a breach of any agreements, contracts or other arrangements to which it is a party; and (f) ZGI will not after the Effective Date enter into any agreements, contracts or other arrangements that would prevent ZGI from meeting its obligations or adversely impact NN's rights under this Agreement; and (g) ZGI will comply with all applicable laws, regulations and guidelines in connection with the performance of ZGI's obligations pursuant to this Agreement, including but not limited to all applicable product safety, product testing, product labeling, package marking and product advertising laws and regulations and the regulations of the United States and any other relevant nation concerning any export or other transfer of technology, services or products.

Representations, Warranties and Covenants of ZGI. ZG1 represents ------------------------------------------------ and warrants to and covenants with NN that: (a) ZGI is a corporation duly organized, validly existing and in corporate good standing under the laws of the state of Washington; and (b) ZGI has the corporate and legal right, title, authority and power to enter into this Agreement; and (c) ZGI has taken all necessary action to authorize the execution, delivery execution and performance of this Agreement; and (d) upon the execution and delivery of this Agreement, this Agreement shall constitute a valid and binding obligation of ZGI enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or, at law); and (e) the performance of its obligations under this Agreement will not conflict with ZGI's charter documents or result in a breach of any agreements, contracts or other arrangements to which it is a party; and (f) ZGI will not after the Effective Date enter into any agreements, contracts or other arrangements that would (i) prevent ZGI from meeting performing in all material respects its obligations under this Agreement or (ii) materially and adversely impact affect NN's rights under this Agreement; and (g) ZGI will comply with all applicable laws, regulations and guidelines in connection with the performance of ZGI's obligations pursuant to this Agreement, including but not limited to all applicable product safety, product testing, product labeling, package marking and product advertising laws and regulations and the regulations of the United States and any other relevant nation concerning any export or other transfer of technology, services or products.

Representations, Warranties and Covenants of ZGI. ZG1 represents ------------------------------------------------ and warrants to and covenants with NN that: (a) ZGI is a corporation duly organized, validly existing and in corporate good standing under the laws of the state of Washington; and (b) ZGI has the corporate and legal right, title, authority and power to enter into this Agreement; and (c) ZGI has taken all necessary action to authorize the execution, delivery and performance of this Agreement; and (d) upon the execution and delivery of this Agreement, this Agreement shall constitute a valid and binding obligation of ZGI enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or, at law); and (e) the performance of its obligations under this Agreement will not conflict with or result in a breach of any agreements, contracts or other arrangements to which it is a party; and (f) ZGI will not after the Effective Date enter into any agreements, contracts or other arrangements that would prevent ZGI from meeting its obligations or adversely impact NN's rights under this Agreement; andand [*] designates portions of this document that have been omitted pursuant to a request for confidential treatment filed separately with the Commission. (g) ZGI will comply with all applicable laws, regulations and guidelines in connection with the performance of ZGI's obligations pursuant to this Agreement, including but not limited to all applicable product safety, product testing, product labeling, package marking and product advertising laws and regulations and the regulations of the United States and any other relevant nation concerning any export or other transfer of technology, services or products.

Representations, Warranties and Covenants of ZGI. ZG1 represents and ------------------------------------------------ and warrants to and covenants with NN Serono that: (a) ZGI is a corporation duly organized, validly existing and in corporate good standing under the laws of the state State of Washington; and (b) ZGI Washington and has the corporate and legal right, title, authority and power to enter into and to perform this Agreement; and; (cb) This Agreement is a legal and valid obligation binding upon ZGI and enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium and other laws relating to or affecting creditors' rights generally and by general equitable principles. ZGI has taken all necessary action to authorize the execution, delivery and performance of this Agreement; and (d) upon the execution . The execution, delivery and delivery of this Agreement, this Agreement shall constitute a valid and binding obligation of ZGI enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or, at law); and (e) the performance of its ZGI's obligations under this Agreement will not conflict with or result in a breach of or a default under any agreements, contracts contracts, commitments or other arrangements to which it ZGI is a party; andparty or by which it or its properties are bound or violate any order, law or regulation of any court, governmental authority or administrative or other agency having authority over it; (fc) ZGI has in place with all of its officers and employees who will perform this Agreement written agreements in proper form and substance requiring the assignment to ZGI of all inventions made during the course of their employment by ZGI and requiring such individuals to maintain the confidentiality of ZGI's own information or information that is entrusted to ZGI in confidence by others; (d) ZGI will not after during the Effective Date Term of this Agreement enter into any agreements, contracts contracts, commitments or other arrangements that would prevent ZGI from meeting its obligations or adversely impact NN's rights under hereunder; [ * ] designates portions of this Agreement; anddocument that have been omitted pursuant to a request for confidential treatment filed separately with the Commission. (ge) ZGI will comply and will cause its Contractors to comply with all applicable laws, regulations and guidelines in connection with the performance of ZGI's obligations and other activities pursuant to this Agreement, including but not limited to all applicable product safety, product testing, product labeling, package marking marking, and product promotion and advertising laws; all applicable rules and regulations relating to the use of Research Materials, including those relating to research involving the use of human and animal subjects or recombinant DNA; and all laws and regulations and the regulations of the United States and any other relevant nation country concerning any export or other transfer of technology, services or products; (f) There are, as of the Effective Date, no Third Party Agreements to which ZGI or any of its Affiliates are a party, other than as listed in Exhibit 1.34, true and complete copies of which have been provided to Serono; (g) ZGI has the right, power and authority to grant the licenses granted by ZGI herein; (h) As of the Effective Date, ZGI has not [ * ] communications from any [ * ] that any [ * ] within the [ * ] is [ * ] or [ * ] and no [ * ] identified or described in this Agreement is subject to [ * ]; provided however that nothing in this Agreement shall be construed as a representation or warranty as to the scope or validity of any patent application or patent identified or described in this Agreement; (i) As of the Effective Date, ZGI has notified Serono in writing of all patents and patent applications, of which the ZGI intellectual property department is aware, that are issued to or filed by [ * ] that include [ * ] as an element of a claim and that may cover the development, manufacture, importation, sale or use of a product [ * ]; (j) As of the Effective Date, ZGI has notified Serono in writing of all patents and patent applications, of which the ZGI intellectual property department is aware, that are issued to or filed by [ * ] that may cover the use or incorporation of those materials described in [ * ] in connection with the development, manufacture, importation, sale or use of a [ * ]; and (k) Novo Nordisk A/S is not an Affiliate as defined in Section 1.1.

Representations, Warranties and Covenants of ZGI. ZG1 represents ------------------------------------------------ and warrants to and covenants with NN Merck Serono that: (a) ZGI is a corporation duly organized, validly existing and in corporate good standing under the laws of the state State of Washington; and (b) ZGI Washington and has the corporate and legal right, title, authority and power to enter into and to perform this Restated Agreement; and; (cb) This Restated Agreement is a legal and valid obligation binding upon ZGI and enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and by general equitable principles. ZGI has taken all necessary action to authorize the execution, delivery and performance of this Restated Agreement; and (d) upon the execution . The execution, delivery and delivery of this Agreement, this Agreement shall constitute a valid and binding obligation of ZGI enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or, at law); and (e) the performance of its ZGI’s obligations under this Restated Agreement will not conflict with or result in a breach of or a default under any agreements, contracts contracts, commitments or other arrangements to which it ZGI is a party; andparty or by which it or its properties are bound or violate any order, law or regulation of any court, governmental authority or administrative or other agency having authority over it; (fc) ZGI has in place with all of its officers and employees who will perform this Agreement written agreements in proper form and substance requiring such individuals to maintain the confidentiality of ZGI’s own information or information that is entrusted to ZGI in confidence by others; (d) ZGI will not after during the Effective Date Term of this Restated Agreement enter into any agreements, contracts contracts, commitments or other arrangements that would prevent ZGI from meeting its obligations or adversely impact NN's rights under this Agreement; and (g) ZGI will comply with all applicable laws, regulations and guidelines in connection with the performance of ZGI's obligations pursuant to this Agreement, including but not limited to all applicable product safety, product testing, product labeling, package marking and product advertising laws and regulations and the regulations of the United States and any other relevant nation concerning any export or other transfer of technology, services or products.hereunder;

Representations, Warranties and Covenants of ZGI. ZG1 ZGI represents ------------------------------------------------ and warrants to and covenants with NN that: (a) ZGI is a corporation duly organized, validly existing and in corporate good standing under the laws of the state of Washington; and (b) ZGI has the corporate and legal right, title, authority and power to enter into this Agreement; and (c) ZGI has taken all necessary action to authorize the execution, delivery and performance of this Agreement; and (d) upon the execution and delivery of this Agreement, this Agreement shall constitute a valid and binding obligation of ZGI enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or, at law); and (e) the performance of its obligations under this Agreement will not conflict with or result in a breach of any agreements, contracts or other arrangements to which it is a party; and (f) ZGI will not after the Effective Date enter into any agreements, contracts or other arrangements that would prevent ZGI from meeting its obligations or adversely impact NN's rights under this Agreement; and; (g) ZGI will comply with all applicable laws, regulations and guidelines in connection with the performance of ZGI's obligations pursuant to under this Agreement, including but not limited to all applicable product safety, product testing, product labeling, package marking and product advertising laws and regulations and the regulations of the United States and any other relevant nation concerning any export or other transfer of technology, services or products.