Common use of Sanofi Clause in Contracts

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.