Sanofi Representation and Warranty Sample Clauses

Sanofi Representation and Warranty. Sanofi represents and warrants that, to the best of its knowledge, as of the Termination Date none of Sanofi or any of its Affiliates has, directly or indirectly, (i) [ * ] that is Covered by the Exelixis Patent Rights for purposes other than its performance under the Research Plan in accordance with the Collaborative Agreement; or (ii) plans to [ * ]. The representations and warranties in this Section 4.2(e) are based upon Sanofi’s understanding of the Exelixis Patent Rights as disclosed to Sanofi by Exelixis during the term of the Collaboration Agreement or as specifically set forth on Exhibit 4.2(e).
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Sanofi Representation and Warranty. Sanofi represents and warrants that, to the best of its knowledge, as of the Termination Date none of Sanofi or any of its Affiliates has, directly or indirectly, (i) [ * ] that is Covered by the Exelixis Patent Rights for purposes other than its performance under the Research Plan in accordance with the Collaborative Agreement; or (ii) plans to [ * ]. The representations and warranties in this Section 4.2(e) are based upon Sanofi’s understanding of the Exelixis Patent Rights as disclosed to Sanofi by Exelixis during the term of the Collaboration Agreement or as specifically set forth on Exhibit 4.2(e). [ * ] = 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 24b-2 of the Securities Exchange Act of 1934, as amended.
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Related to Sanofi Representation and Warranty

  • Representation and Warranty The Executive hereby acknowledges and represents that he has had the opportunity to consult with legal counsel regarding his rights and obligations under this Agreement and that he fully understands the terms and conditions contained herein. Executive represents and warrants that Executive has provided the Company a true and correct copy of any agreements that purport: (a) to limit Executive’s right to be employed by the Company; (b) to prohibit Executive from engaging in any activities on behalf of the Company; or (c) to restrict Executive’s right to use or disclose any information while employed by the Company. Executive further represents and warrants that Executive will not use on the Company’s behalf any information, materials, data or documents belonging to a third party that are not generally available to the public, unless Executive has obtained written authorization to do so from the third party and provided such authorization to the Company. In the course of Executive’s employment with the Company, Executive is not to breach any obligation of confidentiality that Executive has with third parties, and Executive agrees to fulfill all such obligations during Executive’s employment with the Company. Executive further agrees not to disclose to the Company or use while working for the Company any trade secrets belonging to a third party.

  • Representation and Warranties Each Party represents and warrants that the execution, delivery and performance of this Agreement by it has been duly authorized by all necessary corporate and/or governmental actions, to the extent authorized by law.

  • Additional Representation and Warranty The parties hereby warrant that neither party shall knowingly insert into any interface, other software, or other program provided by such party to the other hereunder, or accessible on the Electronic Services site or Trust’s web site(s), as the case may be, any “back door,” “time bomb,” “Trojan Horse,” “worm,” “drop dead device,” “virus” or other computer software code or routines or hardware components designed to disable, damage or impair the operation of any system, program or operation hereunder. For failure to comply with this warranty, the non-complying party shall immediately replace all copies of the affected work product, system or software. All costs incurred with replacement including, but not limited to, cost of media, shipping, deliveries and installation, shall be borne by such party.

  • Survival of Representation and Warranties Except as expressly set forth herein, none of the representations, warranties, covenants and agreements made by Stockholder, Saturn or Merger Sub in this Agreement will survive the Closing hereunder.

  • Investment Representations and Warranties The Purchaser understands and agrees that the offering and sale of the Securities has not been registered under the Securities Act or any applicable state securities laws and is being made in reliance upon federal and state exemptions for transactions not involving a public offering which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein.

  • Purchaser Representations and Warranties Purchaser represents and warrants to Seller that as of the date hereof:

  • Buyer Representations and Warranties Buyer represents and warrants to Seller:

  • Investor Representations and Warranties The undersigned hereby acknowledges, represents and warrants to, and agrees with, the Company and its affiliates as follows:

  • Survival of Representations and Warranties All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

  • Licensor’s Representations and Warranties Licensor hereby represents and warrants to Licensee that:

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