Sanofi Clause Samples

Sanofi. Except as otherwise provided in Section 4.2(b)(ii), Sanofi will be responsible for preparing and filing all applicable Regulatory Materials, will be the holder of all applicable Regulatory Materials and will have primary operational responsibility for interactions with the applicable Regulatory Authorities.

Sanofi. As of the Effective Date, Sanofi represents, warrants and covenants to the MK Entities that: (i) the Sanofi has all requisite legal right, power and authority to execute, deliver and perform this Agreement and grant the releases, covenants and other rights granted by the applicable parties in this Agreement, without restriction or requirement of consent of any other Person; (ii) no Sanofi Entity nor any of its respective Related Parties have assigned any Potential Claims to any third party; (iii) no Sanofi Entity has granted, and no Sanofi entity shall grant, any rights to any Person that would conflict with, or prevent, the grant of the releases, covenants, and other rights granted hereunder; (iv) there are no liens, conveyances, mortgages, assignments, encumbrances, or other contracts that would prevent or impair its full and complete performance of the terms and conditions of this Agreement; (v) the Sanofi Entities are not aware of any third Person who has asserted or intends to assert a Potential Claim; (vi) it has the authority to settle and compromise all of the Sanofi Entities’, and the Sanofi Entities’ Related Parties’, Potential Claims without the necessity of obtaining the consent of any other Person; and (vii) the transactions contemplated by this Agreement and the Pay-Off Letter constitute the exchange of reasonable equivalent value for the benefits provided by each Party to the other Party.

Sanofi. Subject to the terms and conditions of this Agreement, Sanofi hereby grants to DiCE a [*] without any right to grant sublicenses, under the Sanofi Technology and Sanofi’s interest in the Program Technology solely to perform DiCE’s obligations in connection with the Research Program.

Sanofi. Aventis shall cause each of Merial or any of its Subsidiaries to deliver, or cause to be delivered, to Merck and Schering-Plough, or Merial, as the case may be, a duly executed counterpart to the Shareholders’ Agreement and to any Related Agreement which Merck or any of such Subsidiaries, pursuant to the express terms thereof, is intended to be a party thereto.

Sanofi. Aventis, a société anonyme organized under the laws of France (“Sanofi-Aventis”) (Schering-Plough, Merck and Sanofi-Aventis are hereinafter referred to individually as a “Party” and collectively as the “Parties”).

Sanofi. Aventis shall timely prepare and file, or cause to be timely prepared and filed, subject to Sellers's review and approval (which approval shall not be unreasonably withheld), all Returns for a Straddle Period relating to each of the I/SP Entities, and timely pay, or cause to be paid, when due, all Taxes relating to such Returns.

Sanofi. Aventis shall cause to be delivered by Merial to Schering-Plough, or any Affiliate that Schering-Plough may designate, newly issued Merial shares as set forth in Clause 3.6, free and clear of any Encumbrances in consideration of the contribution of the shares of the I/SP Entities and shall sell to (or caused to be sold to) or acquire (or cause to be acquired) from Schering-Plough, or any Affiliate that Schering-Plough may designate, (and Schering-Plough agrees to acquire from or sell to Sanofi-Aventis) for cash such number of Merial shares, which results in Schering-Plough owning in aggregate 50% of the share capital in Merial, all as further described in Clause 3.6 hereof;

Sanofi. Aventis may elect, in its sole and unfettered discretion, subject to the conditions set forth herein and only after consummation of the Merger, to exercise or not exercise the Call Right at any time on or prior to 5:00 p.m. New York City time on the Expiration Date in accordance with the provisions of Clause 3.5.1.