Common use of THE PARTIES; REPRESENTATIONS AND WARRANTIES Clause in Contracts

THE PARTIES; REPRESENTATIONS AND WARRANTIES. Each Party hereby represents and warrants to the other Party, as of the Effective Date, as set forth below. 12.1.1. Such Party (a) is a corporation duly organized and subsisting under the applicable Laws of its jurisdiction of organization, and (b) has full power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as it is contemplated to be conducted by this Agreement. 12.1.2. Such Party has the power, authority and legal right, and is free to enter into this Agreement and, in so doing, will not violate any other agreement to which such Party is a party as of the Effective Date. 12.1.3. This Agreement has been duly executed and delivered on behalf of such Party and constitutes a legal, valid, and binding obligation of such Party and is enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, or other applicable Laws of general application affecting the enforcement of creditor rights and judicial principles affecting the availability of specific performance and general principles of equity. 12.1.4. Such Party has taken all corporate action necessary to authorize the execution and delivery of this Agreement. 12.1.5. Except with respect to Marketing Approvals for the Licensed Product or as otherwise described in this Agreement, such Party has obtained all necessary consents, approvals, and authorizations of all Regulatory Authorities and other Third Parties required to be obtained by such Party in connection with the execution and delivery of this Agreement and the performance of its obligations hereunder. 12.1.6. The execution and delivery of this Agreement and the performance of such Party’s obligations hereunder (a) do not conflict with or violate any requirement of applicable Laws or any provision of the articles of incorporation, bylaws, limited partnership agreement, or any similar instrument of such Party, as applicable, in any material way, and (b) do not conflict with, violate, or breach or constitute a default or require any consent under, any applicable Laws or any contractual obligation or court or administrative order by which such Party is bound. 12.1.7. All of such Party’s employees, officers, independent contractors, consultants, and agents have executed agreements requiring assignment to such Party of all Inventions made during the course of and as a result of their association with such Party and obligating the individual to maintain as confidential the confidential information of such Party. 12.1.8. Neither such Party, nor any of such Party’s employees, independent contractors, consultants, agents or officers: (a) has ever been debarred or is subject to debarment or, to such Party’s knowledge, convicted of a crime for which a Person could be debarred before a Regulatory Authority under applicable Laws, or (b) to such Party’s knowledge, has ever been under indictment for a crime for which a Person could be debarred under such Laws. 12.1.9. All documents, information and know-how furnished or transferred by such Party to the other Party under this Agreement shall be, to its knowledge, free of errors in any material respect.

THE PARTIES; REPRESENTATIONS AND WARRANTIES. Each Party hereby represents and warrants to the other Party, as of the Effective Date, as set forth below. 12.1.1. i) Such Party (a) is a corporation duly organized and subsisting under the applicable Laws of its jurisdiction of organization, and (b) has full power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as it is contemplated to be conducted by this Agreement. 12.1.2. ii) Such Party has the power, authority and legal right, and is free to enter into this Agreement and, in so doing, will not violate any other agreement to which such Party is a party as of the Effective Date. 12.1.3. iii) This Agreement has been duly executed and delivered on behalf of such Party and constitutes a legal, valid, and binding obligation of such Party and is enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, or other applicable Laws of general application affecting the enforcement of creditor rights and judicial principles affecting the availability of specific performance and general principles of equity. 12.1.4. iv) Such Party has taken all corporate action necessary to authorize the execution and delivery of this Agreement. 12.1.5. v) Except with respect to Marketing Approvals for the Licensed Product or as otherwise described in this Agreement, such Party has obtained all necessary consents, approvals, and authorizations of all Regulatory Authorities and other Third Parties required to be obtained by such Party in connection with the execution and delivery of this Agreement and the performance of its obligations hereunder. 12.1.6. vi) The execution and delivery of this Agreement and the performance of such Party’s obligations hereunder (ai) do not conflict with or violate any requirement of applicable Laws or any provision of the articles of incorporation, bylaws, limited partnership agreement, or any similar instrument of such Party, as applicable, in any material way, and (bii) do not conflict with, violate, or breach or constitute a default or require any consent under, any applicable Laws or any contractual obligation or court or administrative order by which such Party is bound. 12.1.7. vii) All of such Party’s employees, officers, independent contractors, consultants, and agents have executed agreements requiring assignment to such Party of all Inventions made during the course of and as a result of their association with such Party and obligating the individual to maintain as confidential the confidential information of such Party. 12.1.8. viii) Neither such Party, nor any of such Party’s employees, independent contractors, consultants, agents or officers: (ai) has ever been debarred or is subject to debarment or, to such Party’s knowledge, convicted of a crime for which a Person could be debarred before a Regulatory Authority under applicable Laws, or (bii) to such Party’s knowledge, has ever been under indictment for a crime for which a Person could be debarred under such Laws. 12.1.9. ix) All documents, information and know-how furnished or transferred by such Party to the other Party under this Agreement shall be, to its knowledge, free of errors in any material respect.

THE PARTIES; REPRESENTATIONS AND WARRANTIES. Each Party party hereby represents and warrants to the other Partyparty, as of the Effective Date, as set forth below.: 12.1.115.1.1. Such Party party (a) is a corporation duly organized and subsisting under the applicable Laws laws of its jurisdiction of organization, and (b) has full power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as it is contemplated to be conducted by this Agreement. 12.1.215.1.2. Such Party party has the power, authority and legal right, and is free to enter into this Agreement and, in so doing, will not violate any other agreement to which such Party party is a party as of the Effective Date, or conflict with the rights granted to any Third Party. 12.1.315.1.3. This Agreement has been duly executed and delivered on behalf of such Party party and constitutes a legal, valid, and binding obligation of such Party party and is enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, or other applicable Laws laws of general application affecting the enforcement of creditor rights and judicial principles affecting the availability of specific performance and general principles of equity. 12.1.415.1.4. Such Party party has taken all corporate action necessary to authorize the execution and delivery of this Agreement. 12.1.5. Except with respect to Marketing Approvals for the Licensed Product or as otherwise described in this Agreement, such Party has obtained all necessary consents, approvals, and authorizations of all Regulatory Authorities and other Third Parties required to be obtained by such Party in connection with the execution and delivery of this Agreement and the performance of its obligations hereunder. 12.1.615.1.5. The execution and delivery of this Agreement and the performance of such Partyparty’s obligations hereunder (ai) do not conflict with or violate any requirement of applicable Laws laws or any provision of the articles of incorporation, bylaws, limited partnership agreement, or any similar instrument of such Partyparty, as applicable, in any material way, and (bii) do not conflict with, violate, or breach or constitute a default or require any consent under, any applicable Laws laws or any contractual obligation or court or administrative order by which such Party party is bound. 12.1.715.1.6. All The parties acknowledge that […***…] makes no representations, extends no warranties of such Party’s employeesany kind, officers, independent contractors, consultantseither express or implied, and agents have executed agreements requiring assignment assumes no responsibilities whatsoever with respect to such Party of all Inventions made during the course of and as a result of their association with such Party and obligating the individual to maintain as confidential the confidential information of such Party. 12.1.8. Neither such Partyuse, nor any of such Party’s employees, independent contractors, consultants, agents or officers: (a) has ever been debarred or is subject to debarment or, to such Party’s knowledge, convicted of a crime for which a Person could be debarred before a Regulatory Authority under applicable Lawssale, or (b) to such Party’s knowledge, has ever been under indictment for a crime for which a Person could be debarred under such Lawsother disposition by Sublicensee or its vendees or other transferees of Products and Services incorporating or made by use of the Patent Rights. 12.1.9. All documents, information and know-how furnished or transferred by such Party to the other Party under this Agreement shall be, to its knowledge, free of errors in any material respect.

THE PARTIES; REPRESENTATIONS AND WARRANTIES. Each Party hereby represents represents, warrants and warrants covenants to the other Party, as of the Effective Date, as set forth below.: 12.1.1. (a) Such Party (ai) is a corporation duly organized and subsisting validly existing under the applicable Laws laws of its jurisdiction of organization, and (bii) has full power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as it is contemplated to be conducted by this Agreement.; 12.1.2. (b) Such Party has sufficient legal and/or beneficial title under its intellectual property rights necessary for the purposes contemplated under this Agreement and to grant the license contained in this Agreement; (c) Such Party is not aware of any pending or threatened litigation, nor has it received any notice of claim, alleging that it has violated or would violate, through the manufacture, import and/or sale of Product hereunder, or by conducting its obligations as currently proposed under this Agreement, any intellectual property or other rights of any Third Party; (d) To such Party’s knowledge, all of its employees, officers, independent contractors, consultants and agents have executed agreements requiring assignment to such Party of all inventions made during the course of and as a result of their association with such Party and obligating the individual to maintain as confidential the Confidential Information of such Party; (e) Such Party has the power, authority and legal right, and is free to enter into this Agreement and, in so doing, will not violate any other agreement to which such Party is a party as of the Effective Date.Date and such Party has maintained and will maintain and keep in full force and effect all agreements and regulatory filings necessary to perform its obligations under the Agreement. Moreover, during the Term, such Party shall not enter into any agreement with a Third Party that will conflict with the rights granted to the other Party under this Agreement; 12.1.3. (f) This Agreement has been duly executed and delivered on behalf of such Party and constitutes a legal, valid, valid and binding obligation of such Party and is enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, insolvency or other applicable Laws laws of general application affecting the enforcement of creditor rights and judicial principles affecting the availability of specific performance and general principles of equity.; 12.1.4. (g) Such Party has taken all corporate action necessary to authorize the execution execution, delivery and delivery performance of this Agreement.; 12.1.5(h) Except in connection with or related to the settlement between ALLERGAN and the United States Department of Justice, announced on September 1, 2010, neither such Party, nor any of such Party’s employees, officers, independent contractors, consultants or agents who will render services relating to Product: (i) has ever been debarred or is subject to debarment or convicted of a crime for which an entity or person could be debarred under 21 U.S.C. Section 335a; or (ii) has ever been under indictment for a crime for which a person or entity could be debarred under said Section 335a. Except with respect If during the Term a Party has reason to Marketing Approvals for believe that it or any of its employees, officers, independent contractors, consultants or agents rendering services relating to Product: (x) is or will be debarred or convicted of a crime under 21 U.S.C. Section 335a; or (y) is or will be under indictment under said Section 335a, then such Party shall immediately notify the Licensed Product or as otherwise described other Party of same in this Agreement, such writing; (i) Such Party has obtained all necessary consents, approvals, approvals and authorizations of all Regulatory Authorities and other Third Parties required to be obtained by such Party in connection with the execution and delivery of this Agreement and the performance of its obligations hereunder.; and 12.1.6. (j) The execution and delivery of this Agreement and the performance of such Party’s obligations hereunder hereunder: (ai) do not conflict with or violate any requirement of applicable Laws or any provision of the articles certificate of incorporation, bylaws, limited partnership agreement, agreement or any similar instrument of such Party, as applicable, in any material way; (ii) to such Party’s knowledge, do not conflict with, violate or breach or constitute a default or require any consent under any indenture, mortgage, contract or instrument to which it is party or by which it is bound; and (biii) to such Party’s knowledge, do not conflict with, violate, or breach or constitute a default or require any consent under, any applicable requirement of Applicable Laws or any contractual obligation or court or administrative order by which such Party is bound. 12.1.7. All of such Party’s employees, officers, independent contractors, consultants, and agents have executed agreements requiring assignment to such Party of all Inventions made during the course of and as a result of their association with such Party and obligating the individual to maintain as confidential the confidential information of such Party. 12.1.8. Neither such Party, nor any of such Party’s employees, independent contractors, consultants, agents or officers: (a) has ever been debarred or is subject to debarment or, to such Party’s knowledge, convicted of a crime for which a Person could be debarred before a Regulatory Authority under applicable Laws, or (b) to such Party’s knowledge, has ever been under indictment for a crime for which a Person could be debarred under such Laws. 12.1.9. All documents, information and know-how furnished or transferred by such Party to the other Party under this Agreement shall be, to its knowledge, free of errors in any material respect.

THE PARTIES; REPRESENTATIONS AND WARRANTIES. Each Party hereby represents and warrants to the other Party, as of the Effective Date, as set forth below. 12.1.1. 10.1.1 Such Party (a) is a corporation or other entity duly organized and subsisting under the applicable Laws of its jurisdiction of incorporation or organization, and (b) has full power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as it is contemplated to be conducted by this Agreement. 12.1.2. 10.1.2 Such Party has the power, authority and legal right, and is free to to, enter into and perform its obligations under this Agreement and, in so doing, will not violate or conflict with (a) any other agreement to which such Party is a party as of the Effective DateDate or (b) any instrument or binding understanding, oral or written, to which such Party is a party or by which it is otherwise bound. 12.1.3. 10.1.3 This Agreement has been duly executed and delivered on behalf of such Party and constitutes a legal, valid, and binding obligation of such Party and is enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, or other applicable Laws of general application affecting the enforcement of creditor rights and judicial principles affecting the availability of specific performance and general principles of equity. 12.1.4. 10.1.4 Such Party has taken all corporate action necessary to authorize the execution and delivery of this Agreement. 12.1.5. 10.1.5 Except with respect to required approvals for the exercise of the Commercial Option pursuant to applicable Antitrust Laws and Marketing Approvals and Reimbursement Approvals for the Licensed Product Products or as otherwise described in this Agreement, such Party has obtained all necessary consents, approvals, and authorizations of all Regulatory Authorities and other Third Parties required to be obtained by such Party in connection with the execution and delivery of this Agreement and the performance of its obligations hereunder. 12.1.6. 10.1.6 The execution and delivery of this Agreement and the performance of such Party’s obligations hereunder (a) do not conflict with or violate any requirement of applicable Laws or any provision of the articles of incorporation, bylaws, limited partnership agreement, or any similar instrument of such Party, as applicable, in any material way, and (b) do not conflict with, violate, or breach or constitute a default or require any consent under, any applicable Laws or any contractual obligation or court or administrative order by which such Party is bound. 12.1.7. All of such Party’s employees, officers, independent contractors, consultants, and agents have executed agreements requiring assignment 10.1.7 Such Party is neither a party to such nor bound by any corporate integrity agreement or similar compliance agreement to which any Governmental Authority or Third Party of all Inventions made during the course of and as payor is a result of their association with such Party and obligating the individual to maintain as confidential the confidential information of such Partycounterparty. 12.1.8. Neither such Party, nor any of such Party’s employees, independent contractors, consultants, agents or officers: (a) has ever been debarred or is subject to debarment or, to such Party’s knowledge, convicted of a crime for which a Person could be debarred before a Regulatory Authority under applicable Laws, or (b) to such Party’s knowledge, has ever been under indictment for a crime for which a Person could be debarred under such Laws. 12.1.9. All documents, information and know-how furnished or transferred by such Party to the other Party under this Agreement shall be, to its knowledge, free of errors in any material respect.

THE PARTIES; REPRESENTATIONS AND WARRANTIES. Each Party Nektar, Aerogen and Bayer (each a “Representing Party”) each hereby represents and warrants to the other Partyeach other, as of the Effective Date, as set forth below.: 12.1.1. Such Party (a) is a corporation duly organized and subsisting under To the applicable Laws best of such Representing Party’s knowledge, all of its jurisdiction employees, officers, contractors and consultants have executed agreements requiring assignment to such Representing Party of organizationall inventions made during the course of and as a result of their association with such Representing Party and obligating each such employee, officer, contractor and consultant to maintain as confidential the Confidential Information of such Representing Party. (b) has full power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as it is contemplated to be conducted by this Agreement. 12.1.2. Such Party It has the power, authority and legal right, and is free free, to enter into this Agreement and, in so doing, will not violate any other agreement to which such Party it is a party as of the Effective Date. 12.1.3. Moreover, during the term of this Agreement, it shall not enter into any agreement with any Third Party that will conflict with the rights granted to another Representing Party under this Agreement. This Agreement has been duly executed and delivered on behalf of such Representing Party and constitutes a legal, valid, valid and binding obligation of such Representing Party and is enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, insolvency or other applicable Laws laws of general application affecting the enforcement of creditor rights and judicial principles affecting the availability of specific performance and general principles of equity, whether enforceability is considered a proceeding at law or equity. 12.1.4. Such Party (c) It has taken all corporate action necessary to authorize the execution and delivery of this Agreement. 12.1.5(d) Neither it, nor any of its employees, officers, subcontractors or consultants who have rendered or will render services relating to the Project or the Product: (i) has ever been debarred or is subject or debarment or convicted of a crime for which an entity or person could be debarred under 21 U.S.C. Section 335a, or (ii) has ever been under indictment for a crime for which a person or entity could be debarred under said Section 335a. Except with respect to Marketing Approvals for If during the Licensed Product or as otherwise described in term of this Agreement, such a Representing Party has obtained all reason to believe that it or any of its employees, officers, subcontractors or consultants rendering services relating to the Project or the Product: (x) is or will be debarred or convicted of a crime under 21 U.S.C. Section 335a, or (y) is or will be under indictment under said Section 335a, then such Representing Party shall immediately notify the other Representing Parties of same in writing. (e) All necessary consents, approvals, approvals and authorizations of all Regulatory Authorities and other Third Parties required to be obtained by such Representing Party in connection with the execution and delivery of this Agreement and the performance of its obligations hereunderhereunder have been obtained. 12.1.6. (f) The execution and delivery of this Agreement and the performance of such Representing Party’s obligations hereunder (ai) do not conflict with or violate any requirement of applicable Laws Applicable Law or any provision of the articles of incorporation, bylaws, limited partnership agreement, agreement or any similar instrument of such Representing Party, as applicable, in any material way, and (bii) do not conflict with, violate, or breach or constitute a default or require any consent under, any applicable Laws Applicable Law or any contractual obligation or court or administrative order by which such Representing Party is bound. 12.1.7. All of such Party’s employees, officers, independent contractors, consultants, and agents have executed agreements requiring assignment to such Party of all Inventions made during the course of and as a result of their association with such Party and obligating the individual to maintain as confidential the confidential information of such Party. 12.1.8. Neither such Party, nor any of such Party’s employees, independent contractors, consultants, agents or officers: (a) has ever been debarred or is subject to debarment or, to such Party’s knowledge, convicted of a crime for which a Person could be debarred before a Regulatory Authority under applicable Laws, or (b) to such Party’s knowledge, has ever been under indictment for a crime for which a Person could be debarred under such Laws. 12.1.9. All documents, information and know-how furnished or transferred by such Party to the other Party under this Agreement shall be, to its knowledge, free of errors in any material respect.

THE PARTIES; REPRESENTATIONS AND WARRANTIES. Each Party hereby represents and warrants to the other Party, as of the Effective Date, as set forth below.: 12.1.1. Such Party (a) Such Party: (i) is a corporation duly organized and subsisting under the applicable Laws laws of its jurisdiction of organization, ; and (bii) has full power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as it is contemplated to be conducted by this Agreement. 12.1.2. (b) Such Party has sufficient legal and/or beneficial title or a license under its intellectual property rights to grant the licenses or sublicenses contained in this Agreement. (c) To such Party’s knowledge, there is no pending or threatened litigation, and such Party received any written communications, in each case alleging that it has violated or would violate, through the manufacture, import and/or sale of Product, or by conducting its obligations as currently proposed under this Agreement, any intellectual property or other rights of any Third Party. (d) To such Party’s knowledge, all of its employees, officers, independent subcontractors, consultants, and agents who have performed or will perform activities under this Agreement or with respect to the Product in the Field have executed agreements requiring assignment to such Party of all inventions made during the course of and as a result of their association with such Party and obligating the individual to maintain as confidential the Confidential Information of such Party. (e) Such Party has the power, authority and legal right, and is free to enter into this Agreement and, in so doing, will not violate any other agreement to which such Party is a party as of the Effective DateDate in any material respect. Moreover, during the Term, such Party shall not enter into any agreement with a Third Party that will conflict in any material respect with the rights granted to the other Party under this Agreement. 12.1.3. (f) This Agreement has been duly executed and delivered on behalf of such Party and constitutes a legal, valid, and binding obligation of such Party and is enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, or other applicable Laws laws of general application affecting the enforcement of creditor rights and judicial principles affecting the availability of specific performance and general principles of equity. 12.1.4. (g) Such Party has taken all corporate action necessary to authorize the execution and delivery of this Agreement. 12.1.5(h) Neither such Party, nor any of such Party’s employees, officers, independent contractors, consultants, or agents who will render services relating to the Product: (i) has ever been debarred or is subject to debarment or convicted of a crime for which an entity or person could be debarred under 21 U.S.C. Section 335a (or its equivalent under Applicable Laws); or (ii) has ever been under indictment for a crime for which a person or entity could be debarred under said Section 335a (or its equivalent under Applicable Laws). Except with respect If during the Term, a Party has reason to Marketing Approvals for believe that it or any of its employees, officers, independent contractors, consultants, or agents rendering services relating to the Licensed Product Products: (x) is or as otherwise described will be debarred or convicted of a crime under 21 U.S.C. Section 335a (or its equivalent under Applicable Laws); or (y) is or will be under indictment under said Section 335a (or its equivalent under Applicable Laws), then such Party shall immediately notify the other Party of same in this Agreement, such writing. (i) Such Party has obtained all necessary consents, approvals, and authorizations of all Regulatory Authorities and other Third Parties required to be obtained by such Party in connection with the execution and delivery of this Agreement and the performance of its obligations hereunder. 12.1.6. (j) The execution and delivery of this Agreement and the performance of such Party’s obligations hereunder hereunder: (ai) do not and shall not conflict with or violate any requirement of applicable Applicable Laws or any provision of the articles of incorporation, bylaws, limited partnership agreement, or any similar instrument of such Party, as applicable, in any material way, ; and (bii) do not and shall not conflict with, violate, or breach or constitute a default or require any consent under, any applicable Applicable Laws or any contractual obligation or court or administrative order by which such Party is bound. 12.1.7. All of such Party’s employees(k) [***], officers, independent contractors, consultants, and agents have executed agreements requiring assignment to such Party of all Inventions made has not entered into and, during the course of and as Term, shall not enter into any agreement with a result of their association with such Third Party and obligating the individual to maintain as confidential the confidential information of such Party. 12.1.8. Neither such Party, nor any of such Party’s employees, independent contractors, consultants, agents that would [***] rights or officers: (a) has ever been debarred or is subject to debarment or, to such Party’s knowledge, convicted of a crime for which a Person could be debarred before a Regulatory Authority under applicable Laws, or (b) to such Party’s knowledge, has ever been under indictment for a crime for which a Person could be debarred under such Laws. 12.1.9. All documents, information and know-how furnished or transferred by such Party licenses granted to the other Party under this Agreement shall be, to its knowledge, free of errors in any material respectAgreement.

THE PARTIES; REPRESENTATIONS AND WARRANTIES. Each Party hereby represents and warrants to the other PartyParty that, as of the Effective Date, as set forth below.: 12.1.1. 10.1.1 Such Party (a) is a corporation or other entity duly organized and subsisting under the applicable Laws of its jurisdiction of incorporation or organization, and (b) has full power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as it is contemplated to be conducted by this Agreement. 12.1.2. 10.1.2 Such Party has the power, authority and legal right, and is free to to, enter into and perform its obligations under this Agreement and, in so doing, will not violate or conflict with (a) any other agreement to which such Party is a party as of the Effective DateDate or (b) any instrument or binding understanding, oral or written, to which such Party is a party or by which it is otherwise bound. 12.1.3. 10.1.3 This Agreement has been duly executed and delivered on behalf of such Party and constitutes a legal, valid, and binding obligation of such Party and is enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, or other applicable Laws of general application affecting the enforcement of creditor rights and judicial principles affecting the availability of specific performance and general principles of equity. 12.1.4. 10.1.4 Such Party has taken all corporate action necessary to authorize the execution and delivery of this Agreement. 12.1.5. 10.1.5 Except with respect to Marketing Regulatory Approvals for the Licensed Product or as otherwise described in this Agreement, such Party has obtained all necessary consents, approvals, and authorizations of all Regulatory Authorities and other Third Parties required to be obtained by such Party in connection with the execution and delivery of this Agreement and the performance of its obligations hereunder. 12.1.6. 10.1.6 None of such Party, its Affiliates or their respective officers or executive employees, within three (3) years prior to the Effective Date (a) has to such Party’s Knowledge been debarred or is subject to debarment or, convicted of a crime for which a Person could be debarred before a Regulatory Authority under applicable Laws, or (b) to such Party’s Knowledge, has ever been under indictment for a crime for which a Person could be debarred under such Laws. 10.1.7 The execution and delivery of this Agreement and the performance of such Party’s obligations hereunder (a) do not conflict with or violate any requirement of applicable Laws or any provision of the articles of incorporation, bylaws, limited partnership agreement, or any similar instrument of such Party, as applicable, in any material way, and (b) do not conflict with, violate, or breach or constitute a default or require any consent under, any applicable Laws or under any contractual obligation or court or administrative order by which such Party is bound. 12.1.7. All of such Party’s employees, officers, independent contractors, consultants, and agents have executed agreements requiring assignment to such Party of all Inventions made during the course of and as a result of their association with such Party and obligating the individual to maintain as confidential the confidential information of such Party. 12.1.8. Neither such Party, nor any of such Party’s employees, independent contractors, consultants, agents or officers: (a) has ever been debarred or is subject to debarment or, to such Party’s knowledge, convicted of a crime for which a Person could be debarred before a Regulatory Authority under applicable Laws, or (b) to such Party’s knowledge, has ever been under indictment for a crime for which a Person could be debarred under such Laws. 12.1.9. All documents, information and know-how furnished or transferred by such Party to the other Party under this Agreement shall be, to its knowledge, free of errors in any material respect.

THE PARTIES; REPRESENTATIONS AND WARRANTIES. Each Party hereby here by represents and warrants to the other Party, as of the Effective Date, as set forth below.: 12.1.1. 8.1.1 Such Party (a) is a corporation body corporate duly organized and subsisting under the applicable Laws laws of its jurisdiction of organization, and (b) has full power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as it is contemplated to be conducted by this Agreement. 12.1.2. 8.1.2 Such Party has the power, authority and legal right, and is free to enter into this Agreement and, in so doing, will not violate any other agreement to which such Party is a party Party as of the Effective Date, or conflict with the rights granted to any Third Party. 12.1.3. 8.1.3 This Agreement has been duly executed and delivered on behalf of such Party and constitutes a legal, valid, and binding obligation of such Party and is enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, or other applicable Laws laws of general application affecting the enforcement of creditor rights and judicial principles affecting the availability of specific performance and general principles of equity. 12.1.4. 8.1.4 Such Party has taken all corporate action necessary to authorize the execution and delivery of this Agreement. 12.1.5. Except with respect to Marketing Approvals for the Licensed Product or as otherwise described in this Agreement, such 8.1.5 Such Party has obtained all necessary consents, approvals, and authorizations of all Regulatory Authorities and other Third Parties required to be obtained by such Party in connection with the execution and delivery of this Agreement and the performance of its obligations hereunder. 12.1.6. 8.1.6 The execution and delivery of this Agreement and the performance of such Party’s obligations hereunder (ai) do not conflict with or violate any requirement of applicable Applicable Laws or any provision of the articles of incorporation, bylaws, limited partnership agreement, or any similar instrument of such Party, as applicable, in any material way, and (bii) do not conflict with, violate, or breach or constitute a default or require any consent under, any applicable Applicable Laws or any contractual obligation or court or administrative order by which such Party is bound. 12.1.7. All of such Party’s employees, officers, independent contractors, consultants, and agents have executed agreements requiring assignment to such Party of all Inventions made during the course of and as a result of their association with such Party and obligating the individual to maintain as confidential the confidential information of such Party. 12.1.8. Neither such Party, nor any of such Party’s employees, independent contractors, consultants, agents or officers: (a) has ever been debarred or is subject to debarment or, to such Party’s knowledge, convicted of a crime for which a Person could be debarred before a Regulatory Authority under applicable Laws, or (b) to such Party’s knowledge, has ever been under indictment for a crime for which a Person could be debarred under such Laws. 12.1.9. All documents, information and know-how furnished or transferred by such Party to the other Party under this Agreement shall be, to its knowledge, free of errors in any material respect.

THE PARTIES; REPRESENTATIONS AND WARRANTIES. Each Party hereby represents and warrants to the other Party, as of the Effective Date, as set forth below.: 12.1.1. (a) Such Party (ai) is a corporation duly organized and subsisting under the applicable Laws laws of its jurisdiction of organization, organization and (bii) has full power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as it is contemplated to be conducted by this Agreement. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 12.1.2. (b) Such Party has the power, authority and legal right, and is free to enter into this Agreement and, in so doing, will not violate any other agreement to which such Party is a party as of the Effective Date, or conflict with the rights granted to any Third Party. 12.1.3. (c) This Agreement has been duly executed and delivered on behalf of such Party and constitutes a legal, valid, and binding obligation of such Party and is enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, or other applicable Laws laws of general application affecting the enforcement of creditor rights and judicial principles affecting the availability of specific performance and general principles of equity. 12.1.4. (d) Such Party has taken all corporate action necessary to authorize the execution and delivery of this Agreement. 12.1.5. Except with respect to Marketing Approvals for the Licensed Product or as otherwise described in this Agreement, such (e) Such Party has obtained all necessary consents, approvals, and authorizations of all Regulatory Authorities and other Third Parties required to be obtained by such Party in connection with the execution and delivery of this Agreement and the performance of its obligations hereunder. 12.1.6. (f) The execution and delivery of this Agreement and the performance of such Party’s obligations hereunder (ai) do not conflict with or violate any requirement of applicable Applicable Laws or any provision of the articles of incorporation, bylaws, limited partnership agreement, or any similar instrument of such Party, as applicable, in any material way, and (bii) do not conflict with, violate, or breach or constitute a default or require any consent under, any applicable Applicable Laws or any contractual obligation or court or administrative order by which such Party is bound. 12.1.7. All of such Party’s employees, officers, independent contractors, consultants, and agents have executed agreements requiring assignment to such Party of all Inventions made during the course of and as a result of their association with such Party and obligating the individual to maintain as confidential the confidential information of such Party. 12.1.8. Neither such Party, nor any of such Party’s employees, independent contractors, consultants, agents or officers: (a) has ever been debarred or is subject to debarment or, to such Party’s knowledge, convicted of a crime for which a Person could be debarred before a Regulatory Authority under applicable Laws, or (b) to such Party’s knowledge, has ever been under indictment for a crime for which a Person could be debarred under such Laws. 12.1.9. All documents, information and know-how furnished or transferred by such Party to the other Party under this Agreement shall be, to its knowledge, free of errors in any material respect.

THE PARTIES; REPRESENTATIONS AND WARRANTIES. Each Party party hereby represents and warrants to the other Partyparty, as of the Effective Date, as set forth below.: 12.1.115.1.1. Such Party party (a) is a corporation duly organized and subsisting under the applicable Laws laws of its jurisdiction of organization, and (b) has full power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as it is contemplated to be conducted by this Agreement.. ***Confidential Treatment Requested 8 lndustry3200 -BioNano Genomics Sublicense 12.1.215.1.2. Such Party party has the power, authority and legal right, and is free to enter into this Agreement and, in so doing, will not violate any other agreement to which such Party party is a party as of the Effective Date, or conflict with the rights granted to any Third Party. 12.1.315.1.3. This Agreement has been duly executed and delivered on behalf of such Party party and constitutes a legal, valid, and binding obligation of such Party party and is enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, or other applicable Laws laws of general application affecting the enforcement of creditor rights and judicial principles affecting the availability of specific performance and general principles of equity. 12.1.415.1.4. Such Party party has taken all corporate action necessary to authorize the execution and delivery of this Agreement. 12.1.5. Except with respect to Marketing Approvals for the Licensed Product or as otherwise described in this Agreement, such Party has obtained all necessary consents, approvals, and authorizations of all Regulatory Authorities and other Third Parties required to be obtained by such Party in connection with the execution and delivery of this Agreement and the performance of its obligations hereunder. 12.1.615.1.5. The execution and delivery of this Agreement and the performance of such Partyparty’s obligations hereunder (ai) do not conflict with or violate any requirement of applicable Laws laws or any provision of the articles of incorporation, bylaws, limited partnership agreement, or any similar instrument of such Partyparty, as applicable, in any material way, and (bii) do not conflict with, violate, or breach or constitute a default or require any consent under, any applicable Laws laws or any contractual obligation or court or administrative order by which such Party party is bound. 12.1.715.1.6. All The parties acknowledge that […***…] makes no representations, extends no warranties of such Party’s employeesany kind, officers, independent contractors, consultantseither express or implied, and agents have executed agreements requiring assignment assumes no responsibilities whatsoever with respect to such Party of all Inventions made during the course of and as a result of their association with such Party and obligating the individual to maintain as confidential the confidential information of such Party. 12.1.8. Neither such Partyuse, nor any of such Party’s employees, independent contractors, consultants, agents or officers: (a) has ever been debarred or is subject to debarment or, to such Party’s knowledge, convicted of a crime for which a Person could be debarred before a Regulatory Authority under applicable Lawssale, or (b) to such Party’s knowledge, has ever been under indictment for a crime for which a Person could be debarred under such Lawsother disposition by Sublicensee or its vendees or other transferees of Products and Services incorporating or made by use of the Patent Rights. 12.1.9. All documents, information and know-how furnished or transferred by such Party to the other Party under this Agreement shall be, to its knowledge, free of errors in any material respect.

THE PARTIES; REPRESENTATIONS AND WARRANTIES. Each Party hereby represents and warrants to the other Party, as of the Effective Date, as set forth below. 12.1.1. (i) Such Party (a) is a corporation duly organized and subsisting under the applicable Laws of its jurisdiction of organization, and (b) has full power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as it is contemplated to be conducted by this Agreement. 12.1.2. (ii) Such Party has the power, authority and legal right, and is free to enter into this Agreement and, in so doing, will not violate any other agreement to which such Party is a party as of the Effective Date. 12.1.3. (iii) This Agreement has been duly executed and delivered on behalf of such Party and constitutes a legal, valid, and binding obligation of such Party and is enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, or other applicable Laws of general application affecting the enforcement of creditor rights and judicial principles affecting the availability of specific performance and general principles of equity. 12.1.4. (iv) Such Party has taken all corporate action necessary to authorize the execution and delivery of this Agreement. 12.1.5. (v) Except with respect to Marketing Approvals for the Licensed Product or as otherwise described in this Agreement, such Party has obtained all necessary consents, approvals, and authorizations of all Regulatory Authorities and other Third Parties required to be obtained by such Party in connection with the execution and delivery of this Agreement and the performance of its obligations hereunder. 12.1.6. (vi) The execution and delivery of this Agreement and the performance of such Party’s obligations hereunder (ai) do not conflict with or violate any requirement of applicable Laws or any provision of the articles of incorporation, bylaws, limited partnership agreement, or any similar instrument of such Party, as applicable, in any material way, and (b) do not conflict with, violate, or breach or constitute a default or require any consent under, any applicable Laws or any contractual obligation or court or administrative order by which such Party is bound. 12.1.7. All of such Party’s employees, officers, independent contractors, consultants, and agents have executed agreements requiring assignment to such Party of all Inventions made during the course of and as a result of their association with such Party and obligating the individual to maintain as confidential the confidential information of such Party. 12.1.8. Neither such Party, nor any of such Party’s employees, independent contractors, consultants, agents or officers: (a) has ever been debarred or is subject to debarment or, to such Party’s knowledge, convicted of a crime for which a Person could be debarred before a Regulatory Authority under applicable Laws, or (b) to such Party’s knowledge, has ever been under indictment for a crime for which a Person could be debarred under such Laws. 12.1.9. All documents, information and know-how furnished or transferred by such Party to the other Party under this Agreement shall be, to its knowledge, free of errors in any material respect.and