Mutual Representations and Warranties. Adolor and GSK each represents ------------------------------------- and warrants to the other as of the Effective Date that: 13.1.1 Such Party (a) is a company duly organized, validly existing, and in good standing under the Laws of its incorporation; (b) is duly qualified as a corporation and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (c) has the requisite corporate power and authority and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; (d) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documents; 13.1.2 The execution, delivery and performance of this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder (a) are within the corporate power of such Party; (b) have been duly authorized by all necessary or proper corporate action; (c) do not conflict with any provision of the charter documents of such Party; (d) will not, to the best of such Party's knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party is a party, or by which such Party or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder; 13.1.3 This Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as such enforceability may be limited by applicable insolvency and other Laws affecting creditors' rights generally, or by the availability of equitable remedies; and 13.1.4 All of its employees, officers, and consultants have executed agreements or have existing obligations under law requiring assignment to such Party of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's obligations under this Agreement.
Appears in 5 contracts
Sources: Collaboration Agreement (Adolor Corp), Collaboration Agreement (Adolor Corp), Collaboration Agreement (Adolor Corp)
Mutual Representations and Warranties. Adolor Vitae and GSK BI each represents ------------------------------------- and warrants to the other as of the Effective Date thatDate:
13.1.1 11.1.1 Such Party (ai) is a company duly organized, validly existing, existing and in good standing under the Laws of the jurisdiction of its incorporationorganization; (b) is duly qualified as a corporation and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (cii) has the requisite corporate power and authority and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; and (diii) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to the extent required for the ownership and operation performance of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documentsthis Agreement;
13.1.2 11.1.2 The execution, delivery and performance of this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder (ai) are within the corporate power of such Party; (bii) have been duly authorized by all necessary or proper corporate action; (ciii) do not conflict with any provision of the charter organizational documents of such Party; (div) will not, to the best of such Party's ’s knowledge, violate any law or regulation Laws or any order or decree of any court of governmental instrumentalityor Governmental Authority; and (ev) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, agreement or other instrument to which such Party is a party, or by which such Party or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder;
13.1.3 11.1.3 This Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms;
11.1.4 No governmental authorization, consent, approval except as such enforceability may Marketing Authorization Approvals, license, registration, filing or exemption therefrom with any court or other Governmental Authority is or will be limited by applicable insolvency and other Laws affecting creditors' rights generallynecessary for, or in connection with, the transaction contemplated by the availability of equitable remediesthis Agreement or any other agreement or instrument executed in connection therewith; and
13.1.4 All of its employees, officers, and consultants have executed agreements or have existing obligations under law requiring assignment to 11.1.5 Neither such Party of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Partynor, to the extent required best of either Party’s knowledge, any of its employees has been debarred by the FDA (or similar action by the EMEA), or subject to support such Party's obligations under this Agreementan FDA debarment investigation or proceeding (or similar proceeding of EMEA) for any reason.
Appears in 5 contracts
Sources: Research Collaboration and License Agreement (Vitae Pharmaceuticals, Inc), Research Collaboration and License Agreement (Vitae Pharmaceuticals, Inc), Research Collaboration and License Agreement (Vitae Pharmaceuticals, Inc)
Mutual Representations and Warranties. Adolor and GSK each Each party, with respect to itself only, hereby represents ------------------------------------- and warrants to the other as of party the Effective Date thatfollowing:
13.1.1 Such Party (a) Each party is a company duly organized, validly existing, existing and in good standing under the Laws applicable laws of the State of its incorporation; (b) formation, and is duly qualified as a corporation to do business and is in good standing under the Laws of each in every other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified qualify would have a material adverse effect on its financial condition or its ability to execute, deliver and perform this Agreement and the other agreements contemplated herein.
(b) Each party has all requisite power and authority to (i) own, lease or operate its assets and properties and to carry on the business as now conducted, and (ii) enter into and perform its obligations hereunder; under this Agreement and to carry out the transactions contemplated hereby.
(c) Each party has taken (or caused to be taken) all acts and other proceedings required to be taken by such party to authorize the requisite corporate power execution, delivery and authority performance by such party of this Agreement and the legal right to conduct its business as now conducted other agreements contemplated herein. This Agreement has been duly executed and hereafter contemplated to be conducted; (d) has or will obtain all necessary licensesdelivered by each party and constitutes the valid and binding obligation of each party, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over enforceable against such Party, to the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is party in compliance accordance with its charter documents;
13.1.2 terms, except as enforceability may be limited by applicable bankruptcy, moratorium, reorganization or similar laws affecting the rights of creditors generally and by principles of equity, whether considered in a proceeding at law or in equity. The execution, delivery and performance of this Agreement by such Party each party does not and all instruments and documents to be delivered by such Party hereunder will not (ai) are within the corporate power conflict with, or result in any violation of such Party; or constitute a breach or default (bwith notice or lapse of time, or both) have been duly authorized by all necessary or proper corporate action; under (cA) do not conflict with any provision of the charter organizational documents of such Party; party, or (B) any applicable statute, law, rule, regulation, order, agreement, instrument or license applicable to such party, except as would not have a material adverse effect, or (ii) except as provided on Schedule 5.1(c) attached hereto, require the submission of any notice, report, consent or other filing with or from any governmental authority or third persons.
(d) will notThere are no actions, suits or proceedings pending or, to the best of such Party's party’s knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument threatened against a party which if decided unfavorably to which such Party is a party, or by which such Party or any of its property is bound, which violation would party could have a material adverse effect on its financial condition or on its the ability to perform its obligations hereunder;
13.1.3 This Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Partyparty to execute, enforceable against such Party in accordance with its terms, except as such enforceability may be limited by applicable insolvency and other Laws affecting creditors' rights generally, deliver or by the availability of equitable remedies; and
13.1.4 All of its employees, officers, and consultants have executed agreements or have existing obligations under law requiring assignment to such Party of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's obligations under perform this Agreement.
(e) No party has incurred any obligation or liability, contingent or otherwise, for any fee payable to a broker or finder with respect to the matters provided for in this Agreement or the other agreements contemplated herein which could be attributable to or charged to the other party. Each party shall indemnify, defend and hold harmless the other party from any claims, damages, liabilities, costs and expenses, including reasonable attorneys’ fees in the event the prior sentence should be or become untrue as to such party.
Appears in 5 contracts
Sources: Limited Liability Company Agreement (Carbon Natural Gas Co), Participation Agreement (Carbon Natural Gas Co), Participation Agreement (Carbon Natural Gas Co)
Mutual Representations and Warranties. Adolor and GSK each Each Party hereby represents ------------------------------------- and warrants to the other Party, as of the Effective Date Date, that:
13.1.1 Such Party (a) Such Party is a company duly organized, organized and validly existingexisting under the laws of its jurisdiction of incorporation or organization, and in good standing under (to the Laws extent such concept is relevant) in each jurisdiction necessary or applicable for the performance of its incorporation; (b) is duly qualified obligations as a corporation and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualificationset forth herein, except where the failure to so be so qualified in good standing would not have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (c) under this Agreement. Such Party is duly qualified to do business in its jurisdiction of organization and has the requisite corporate power and authority and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; (d) has or will obtain obtained all necessary licenses, permits, consents, or licenses and approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having in each jurisdiction over that requires such Partyqualification, to the extent required for the ownership and operation of its business, except where the failure to so qualify or obtain such licenses, permits, consents licenses or approvals, or to make such notices, approvals would not have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and under this Agreement.
(eb) is in compliance with its charter documents;
13.1.2 The execution, delivery and performance of this Agreement by such Party and all instruments and documents to be delivered by such Party the performance of its obligations hereunder (a) are within the corporate power of such Party; (b) have been duly approved and authorized by all necessary or proper corporate action; (c) do not conflict with any provision of the charter documents action of such Party; (d) will not, to the best of such Party's knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party is a party, or by which such Party or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder;
13.1.3 . This Agreement has been duly executed and delivered by such Party and constitutes a the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as such enforceability enforcement thereof may be limited by applicable insolvency bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship, and other Laws laws relating to or affecting creditors' ’ rights generally, or generally and by the availability general principles of equitable remedies; andequity.
13.1.4 All (c) The execution and delivery of its employees, officers, and consultants have executed agreements or have existing obligations under law requiring assignment to such Party of all Inventions made this Agreement by such individuals during Party, the course of and as the result of their association with performance by such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with fulfillment by such Party that of the provisions of this Agreement shall not (i) conflict with, violate or result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under, any material indenture, contract, agreement, mortgage, deed of trust, or other instrument to which such individuals may receive during Party is a party or by which it or any of its properties are bound, (ii) violate the course charter or bylaws or any other equivalent organizational document of and as the result of their association with such Party, (iii) require any consent or approval under any judgment, order, memorandum of understanding, writ, decree, permit or license to which such Party is a party or by which its assets are bound, or (iv) require the consent or approval of any other party to any material contract, instrument, or commitment to which such Party is a party or by which it is bound.
(d) There are no Proceedings pending or, to the extent required to support actual knowledge of such Party's , threatened or contemplated against such Party (i) asserting the invalidity of this Agreement, (ii) seeking any determination or ruling that could materially and adversely affect the exercise by such Party of its rights or performance by such Party of its obligations under this Agreement or (iii) seeking any determination or ruling that could materially and adversely affect the validity or enforceability of this Agreement.
(e) Neither such Party nor any of its Affiliates, nor any of their officers, directors or principals is a Person (i) named on any of the following lists maintained by the US Office of Foreign Assets Control: the Specially Designated Nationals List, the Sectoral Sanctions Identifications List and Non-SDN Iranian Sanctions List, any list of geographic territories subject to comprehensive restrictions (e.g., Cuba, Iran, Sudan, Syria, North Korea, and the Crimea Region of Ukraine), (ii) named on the EU Consolidated List, the UK HM Treasury Consolidated List, the Monetary Authority of Singapore’s Lists of Designated Individuals and Entities, or the Consolidated United Nations Security Council Sanctions List, (iii) which resides or transacts, or is organized under the laws of a country (1) designated as non-cooperative with anti-money laundering laws by a Governmental Authority, including the Financial Action Task Force, or (2) designated as warranting USA Patriot Act Section 311 “special measures,” (iv) which operates under an offshore banking license that prohibits such Person from conducting banking activities with the citizens of, or with the local currency of, the country that issued the license, or (v) which is a “foreign shell bank” or a “senior foreign political figure” as such terms are defined in the USA PATRIOT Act.
Appears in 3 contracts
Sources: Collaboration Agreement (Circle Internet Group, Inc.), Collaboration Agreement (Circle Internet Group, Inc.), Collaboration Agreement (Coinbase Global, Inc.)
Mutual Representations and Warranties. Adolor AstraZeneca and GSK Mereo each represents ------------------------------------- represent and warrants warrant to the other other, as of the Effective Date Date, and covenants, that:
13.1.1 Such Party (a) 11.1.1 it is a company corporation duly organized, validly existing, existing and in good standing under the Laws laws of the jurisdiction of its incorporation; (b) is duly qualified as a corporation organization and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (c) has the all requisite corporate power and authority and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; (d) has authority, corporate or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Partyotherwise, to the extent required for the ownership execute, deliver and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documentsthis Agreement;
13.1.2 The execution, 11.1.2 the execution and delivery and performance of this Agreement and the performance by such Party and all instruments and documents to be delivered by such Party hereunder (a) are within it of the corporate power of such Party; (b) transactions contemplated hereby have been duly authorized by all necessary corporate action and do not violate: (i) such Party’s charter documents, bylaws or proper corporate actionother organizational documents; (cii) do not conflict with in any provision of the charter documents of such Party; (d) will notmaterial respect, to the best of such Party's knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, instrument or other instrument contractual obligation to which such Party is a partybound; (iii) any requirement of any Applicable Law; or (iv) any order, writ, judgment, injunction, decree, determination or by which award of any court or governmental agency presently in effect applicable to such Party or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunderParty;
13.1.3 This 11.1.3 this Agreement has been duly executed and delivered by such Party and constitutes is a legal, valid and binding obligation of such Party, Party enforceable against such Party it in accordance with its termsterms and conditions, except as such enforceability may be limited by applicable subject to the effects of bankruptcy, insolvency and or other Laws laws of general application affecting creditors' rights generallythe enforcement of creditor rights, or by judicial principles affecting the availability of equitable remediesspecific performance and general principles of equity (whether enforceability is considered a proceeding at law or equity);
11.1.4 it is not under any obligation, contractual or otherwise, to any Person that conflicts with or is inconsistent in any material respect with the terms of this Agreement or that would impede the diligent and complete fulfilment of its obligations hereunder; and
13.1.4 All 11.1.5 neither it nor any of its employeesAffiliates has been debarred or is subject to debarment and neither it nor any of its Affiliates has used or will use in any capacity, officersin connection with the services to be performed under this Agreement, and consultants have executed agreements any Person who has been debarred pursuant to Section 306 of the FFDCA or have existing obligations under law requiring assignment to who is the subject of a conviction described in such section. It will inform the other Party in writing promptly if it or any such Person who is performing services hereunder is debarred or is the subject of all Inventions made by such individuals during the course of and as the result of their association with such Partya conviction described in Section 306 or if any action, and obligating such individuals to maintain as confidential such Party's Confidential Informationsuit, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Partyclaim, investigation or legal or administrative proceeding is pending or, to the extent required best of its or its Affiliates’ Knowledge, is threatened, relating to support the debarment or conviction of it or any such Party's obligations under this AgreementPerson performing services hereunder.
Appears in 3 contracts
Sources: Exclusive License and Option Agreement (Mereo Biopharma Group PLC), Exclusive License and Option Agreement (Mereo Biopharma Group PLC), Exclusive License and Option Agreement (Mereo Biopharma Group PLC)
Mutual Representations and Warranties. Adolor Theravance and GSK Clinigen each represents ------------------------------------- and warrants to the other as of the Effective Date that:
13.1.1 Such Party (a) Such Party:
(i) is a company duly organized, validly existing, and in good standing under the Laws of its incorporation; ;
(bii) is duly qualified as a corporation and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; ;
(ciii) has the requisite corporate power and authority and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; ;
(div) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and and
(ev) is in compliance with its charter documents;
13.1.2 (b) The execution, delivery and performance of this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder hereunder:
(ai) are within the corporate power of such Party; ;
(bii) have been duly authorized by all necessary or proper corporate action; ;
(ciii) do not conflict with any provision of the charter documents of such Party; ;
(div) will not, to the best of such Party's ’s knowledge, violate any law Laws or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other ***CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. instrument to which such Party is a party, or by which such Party or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder;
13.1.3 (c) This Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as such enforceability may be limited by applicable insolvency and other Laws affecting creditors' ’ rights generally, or by the availability of equitable remedies; and
13.1.4 (d) All of its employees, officers, and consultants have executed agreements or have existing obligations under law Laws requiring assignment to such Party of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's ’s Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's obligations under this Agreement.
Appears in 3 contracts
Sources: Commercialization Agreement (Theravance Biopharma, Inc.), Commercialization Agreement (Theravance Biopharma, Inc.), Commercialization Agreement (Theravance Inc)
Mutual Representations and Warranties. Adolor Theravance and GSK each represents ------------------------------------- and warrants to the other as of the Effective Date that:
13.1.1 11.1.1 Such Party (a) is a company duly organized, validly existing, and in good standing under the Laws of its incorporation; (b) is duly qualified as a corporation and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (c) has the requisite corporate power and authority and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; (d) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documents;
13.1.2 11.1.2 The execution, delivery and performance of this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder (a) are within the corporate power of such Party; (b) have been duly authorized by all necessary or proper corporate action; (c) do not conflict with any provision of the charter documents of such Party; (d) will not, to the best of such Party's knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party is a partyParty, or by which such Party or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder;
13.1.3 11.1.3 This Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as such enforceability may be limited by applicable insolvency and other Laws affecting creditors' rights generally, or by the availability of equitable remedies; and
13.1.4 11.1.4 All of its employees, officers, and consultants have executed agreements or have existing obligations under law requiring assignment to such Party of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as .
11.1.5 Nothing contained in this Agreement shall give a Party the right to use the Confidential Information received from the other Party in connection with any activity other than Development and Commercialization of Persons doing business an Alliance Product consistent with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's obligations under this Agreement.
Appears in 2 contracts
Sources: Strategic Alliance Agreement (Theravance Inc), Strategic Alliance Agreement (Theravance Inc)
Mutual Representations and Warranties. Adolor Tarsus and GSK Lian each represents ------------------------------------- and warrants to the other as of the Effective Date thatDate:
13.1.1 12.1.1 Such Party Party: (a) is a company duly organized, validly existing, existing and in good standing under the Laws of the jurisdiction of its incorporationorganization; and (b) is duly qualified as a corporation and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (c) has the requisite corporate power and authority and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; (d) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documents;
13.1.2 12.1.2 The execution, delivery and performance of this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder Party: (a) are within the corporate power of such Party; (b) have been duly authorized by all necessary or proper corporate action; (c) do not conflict with any provision of the charter organizational documents of such Party; (d) will not, to the best of such Party's ’s knowledge, violate any law or regulation Laws or any order or decree of any court of governmental instrumentalityor Governmental Authority; and (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, agreement or other instrument to which such Party is a party, or by which such Party or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder;
13.1.3 12.1.3 This Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms;
12.1.4 No governmental authorization, consent, approval (except as such enforceability may Regulatory Approvals), license, registration, filing or exemption therefrom with any court or other Governmental Authority is or will be limited by applicable insolvency and other Laws affecting creditors' rights generallynecessary for, or in connection with, the performance of the transaction contemplated by this Agreement or any other agreement or instrument executed in connection therewith;
12.1.5 Neither such Party nor, to either Party’s knowledge, any of its employees has been debarred by the availability of equitable remedies; and
13.1.4 All of its employeesFDA (or similar action by any other Regulatory Authority), officers, and consultants have executed agreements or have existing obligations under law requiring assignment subject to such Party of all Inventions made an FDA debarment investigation or proceeding (or similar investigation or proceeding by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's obligations under this Agreementany other Regulatory Authority) for any reason.
Appears in 2 contracts
Sources: Development and License Agreement (LianBio), Development and License Agreement (Tarsus Pharmaceuticals, Inc.)
Mutual Representations and Warranties. Adolor Each Party hereby represents, warrants and GSK each represents ------------------------------------- and warrants covenants to the other as of the Effective Date Party that:
13.1.1 Such 10.1.1. such Party (a) is a company corporation or entity duly organized, validly existing, existing and in good standing under the Laws laws of its incorporation; the country (bor applicable subdivision thereof) is duly qualified as a corporation of incorporation and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (c) has the requisite full corporate power and authority to enter into this Agreement and to carry out the provisions hereof;
10.1.2. such Party is duly authorized, by all requisite corporate action, to execute and deliver this Agreement and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; (d) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documents;
13.1.2 The execution, delivery and performance of this Agreement by such Party does not require any shareholder action or approval, and the Person executing this Agreement on behalf of such Party is duly authorized to do so by all instruments requisite corporate action; Portions of this Exhibit, indicated by the ▇▇▇▇ “[***],” were omitted and documents have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended.
10.1.3. no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority or any Third Party is required on the part of such Party in connection with the valid execution, delivery and performance of this Agreement, except where the failure to obtain any of the foregoing would not have a material adverse impact on the ability of such Party to fulfill its obligations hereunder;
10.1.4. this Agreement is a legal and valid obligation binding upon such Party and enforceable in accordance with its terms except as enforceability may be delivered limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights and (ii) equitable principles, in each case of general applicability;
10.1.5. the execution, delivery and performance by such Party hereunder of this Agreement and its compliance with the terms and provisions of this Agreement does not and will not conflict with or result in a breach of any of the terms or provisions of (ai) are within the corporate power any contractual or other obligations of such Party; , (bii) have been duly authorized by all necessary the provisions of its charter, bylaws or proper corporate action; other organizational documents, or (ciii) do not conflict with any provision of the charter documents of such Party; (d) will notorder, to the best of such Party's knowledgewrit, violate any law or regulation or any order injunction or decree of any court of or governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party is a party, authority entered against it or by which such Party it or any of its property is bound, which violation except where such breach or conflict would not have a material adverse effect impact on its financial condition or on its the ability of such Party to perform fulfill its obligations hereunder;
13.1.3 This Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as such enforceability may be limited by applicable insolvency and other Laws affecting creditors' rights generally, or by the availability of equitable remedies; and
13.1.4 All of its employees, officers, and consultants have executed agreements or have existing obligations under law requiring assignment to 10.1.6. such Party of shall comply in all Inventions made by such individuals during the course of material respects with all laws, rules and as the result of their association with such Party, and obligating such individuals regulations applicable to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's obligations its performance under this Agreement.
Appears in 2 contracts
Sources: License Agreement (Rib-X Pharmaceuticals, Inc.), License Agreement (Rib-X Pharmaceuticals, Inc.)
Mutual Representations and Warranties. Adolor Each Party hereby represents, warrants and GSK each represents ------------------------------------- and warrants covenants to the other Party as of the Effective Date that:
13.1.1 Such 10.1.1 such Party (a) is a company corporation or entity duly organized, validly existing, existing and in good standing under the Laws laws of its incorporation; the country (bor applicable subdivision thereof) is duly qualified as a corporation of incorporation and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (c) has the requisite full corporate power and authority to enter into this Agreement and to carry out the provisions hereof;
10.1.2 such Party is duly authorized, by all requisite corporate action, to execute and deliver this Agreement and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; (d) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documents;
13.1.2 The execution, delivery and performance of this Agreement by such Party does not require any shareholder action or approval, and the Person executing this Agreement on behalf of such Party is duly authorized to do so by all instruments requisite corporate action;
10.1.3 no consent, approval, order or authorization of; or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority or any Third Party is required on the part of such Party in connection with the valid execution, delivery and documents performance of this Agreement, except where the failure to obtain any of the foregoing would not have a material adverse impact on the ability of such Party to fulfill its obligations hereunder;
10.1.4 this Agreement is a legal and valid obligation binding upon such Party and enforceable in accordance with its terms except as enforceability may be delivered limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights and (ii) equitable principles, in each case of general applicability;
10.1.5 the execution, delivery and performance by such Party hereunder of this Agreement and its compliance with the terms and provisions of this Agreement does not and will not conflict with or result in a breach of any of the terms or provisions of (ai) are within the corporate power any contractual or other obligations of such Party; , (bii) have been duly authorized by all necessary the provisions of its charter, bylaws or proper corporate action; other organizational documents, or (ciii) do not conflict with any provision of the charter documents of such Party; (d) will notorder, to the best of such Party's knowledgewrit, violate any law or regulation or any order injunction or decree of any court of or governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party is a party, authority entered against it or by which such Party it or any of its property is bound, which violation except where such breach or conflict would not have a material adverse effect impact on its financial condition or on its the ability of such Party to perform fulfill its obligations hereunder;
13.1.3 This Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as such enforceability may be limited by applicable insolvency and other Laws affecting creditors' rights generally, or by the availability of equitable remedies; and
13.1.4 All of its employees, officers, and consultants have executed agreements or have existing obligations under law requiring assignment to 10.1.6 such Party of shall comply in all Inventions made by such individuals during the course of material respects with all laws, rules and as the result of their association with such Party, and obligating such individuals regulations applicable to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's obligations its performance under this Agreement.
Appears in 2 contracts
Sources: License Agreement (Melinta Therapeutics, Inc. /New/), License Agreement (Melinta Therapeutics, Inc. /New/)
Mutual Representations and Warranties. Adolor Mersana and GSK Recepta each represents ------------------------------------- and warrants to the other as of the Effective Date Date, that:
13.1.1 7.1.1 Such Party (ai) is a company duly organized, validly existing, existing and in good standing under the Applicable Laws of the jurisdiction of its incorporationorganization; (b) is duly qualified as a corporation and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (cii) has the requisite corporate power and authority and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; and (diii) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to the extent required for the ownership and operation performance of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documentsthis Agreement;
13.1.2 7.1.2 The execution, delivery and performance of this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder (ai) are within the corporate power of such Party; (bii) have been duly authorized by all necessary or proper corporate actionaction on the part of such Party; (ciii) do not conflict with any provision of the charter organizational documents of such Party; (div) will does not, to as of the best of such Party's knowledgeEffective Date, violate any law or regulation Applicable Laws or any order or decree of any court of governmental instrumentalityor Governmental Authority; and (ev) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, agreement or other instrument to which such Party is a party, or by which such Party is bound or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunderbecomes bound during the Term;
13.1.3 7.1.3 This Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as such enforceability may be limited by applicable insolvency and other Laws affecting creditors' rights generally, or by the availability of equitable remedies; and
13.1.4 All of its employees7.1.4 No governmental authorization, officersconsent, and consultants have approval except Regulatory Approvals, license, registration, filing or exemption therefrom with any court or other Governmental Authority is or will be necessary for, or in connection with, the transaction contemplated by this Agreement or any other agreement or instrument executed agreements or have existing obligations under law requiring assignment to such Party of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's obligations under this Agreementin connection therewith.
Appears in 2 contracts
Sources: License, Development and Commercialization Agreement (Mersana Therapeutics, Inc.), License, Development and Commercialization Agreement (Mersana Therapeutics, Inc.)
Mutual Representations and Warranties. Adolor and GSK each Each party hereby represents ------------------------------------- and warrants to the other as follows:
(A) It has the corporate power and authority to own its assets and carry on its business as contemplated by this Agreement, and to enter into, and perform in accordance with, the terms of this Agreement.
(B) It has, and its officers acting on its behalf have, the requisite corporate authority to engage in the transactions contemplated by this Agreement, and the execution and delivery of this Agreement, the consummation of the Effective Date that:
13.1.1 Such Party (a) transactions herein contemplated and compliance with the terms, conditions and provisions of this Agreement do not and will not violate, conflict with or result in a breach of any of the terms, conditions or provisions of applicable law, its organizational and governing documents or any agreement or instrument to which it is a company duly organizedparty or by which it is bound, validly existingor constitute a default thereunder; and it is not a party to or bound to any agreement or instrument or subject to any corporate restriction or judgment, order, writ, injunction, decree, law, rule or regulation which may materially and in good standing under the Laws of its incorporation; (b) is duly qualified as a corporation and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or adversely affect its ability to perform its obligations hereunder; under this Agreement.
(cC) has the requisite corporate power and authority and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; (d) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documents;
13.1.2 The execution, delivery and performance of this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder (a) are within the corporate power of such Party; (b) have been duly authorized by all necessary or proper corporate action; (c) do not conflict with any provision of the charter documents of such Party; (d) will not, to the best of such Party's knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party is a party, or by which such Party or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder;
13.1.3 This Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Partyparty, enforceable against such Party it in accordance with its terms, except as such enforceability enforcement may be limited by applicable insolvency bankruptcy, insolvency, receivership, reorganization and other Laws affecting similar laws relating to creditors' ’ rights generallygenerally and to general principles of equity.
(D) It has obtained all consents, approvals, licenses, exemptions or authorizations of, or by filings or registrations with, any government or governmental body which are required in connection with the availability execution and delivery of equitable remedies; and
13.1.4 All this Agreement and the Performance of its employeesobligations hereunder, officers, the failure to obtain which could materially and consultants have executed agreements or have existing obligations under law requiring assignment adversely affect its ability to such Party of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's perform its obligations under this Agreement.
(E) There is no pending action, suit, proceeding, inquiry or investigation with respect to which notice has been served upon it before any court, governmental or public entity or arbitrator against or affecting, directly or indirectly, it or any of its properties, which if adversely determined would have a material adverse effect on its ability to perform its obligations hereunder, and, to the best of its knowledge, no such action or proceeding has been threatened.
Appears in 2 contracts
Sources: Agreement for Servicing Private Student Loans, Agreement for Servicing Private Student Loans (Itt Educational Services Inc)
Mutual Representations and Warranties. Adolor and GSK each Each party represents ------------------------------------- and warrants to the other (as of the Effective Date thatDate) as follows:
13.1.1 Such Party (a) it is a company corporation duly organized, organized and validly existing, and in good standing existing under the Laws laws of the state or country of its incorporation; ;
(b) is duly qualified as a corporation and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (c) it has the requisite corporate complete and unrestricted power and authority and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; (d) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documents;
13.1.2 The execution, delivery and performance of enter into this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder (a) are within the corporate power of such Party; (b) have been duly authorized by all necessary or proper corporate action; (c) do not conflict with any provision of the charter documents of such Party; (d) will not, to the best of such Party's knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party is a party, or by which such Party or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder;
13.1.3 This (c) this Agreement has been duly authorized, executed and delivered by such Party party and constitutes a legal, valid and binding obligation of such Party, party enforceable against such Party party in accordance with its terms, terms except as such enforceability may be limited by applicable insolvency and other Laws affecting creditors' rights generallybankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent transfer, or other similar laws affecting the rights and remedies of creditors generally and by general principles of equity;
(d) the availability execution, delivery and performance of equitable remediesthis Agreement by such party does not conflict with any agreement, instrument or understanding, oral or written, to which such party is a party or by which such party may be bound, nor violate any law or regulation of any court, governmental body or administrative or other agency having authority over such party; andwithout limiting the warranties in this Section,
13.1.4 All (e) all consents, approvals and authorizations from all governmental authorities or other third parties required to be obtained by such party in connection with the execution and delivery of this Agreement have been obtained;
(f) no person or entity has or will have, as a result of the transactions contemplated by this Agreement, any right, interest or valid claim against or upon such party for any commission, fee or other compensation as a finder or broker because of any act by such party or its agents; and *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.
(g) it has not entered into any agreement with any Third Party that is in conflict with the rights granted to the other party pursuant to this Agreement;
(h) there are no suits, claims, or proceedings pending, or to its best knowledge and belief, after due inquiry, threatened against it or any of its employees, officers, and consultants have executed agreements Affiliates in any court or have existing obligations under law requiring assignment by or before any governmental body or agency which would affect its ability to such Party of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's perform its obligations under this Agreement.
Appears in 2 contracts
Sources: License and Supply Agreement (Ligand Pharmaceuticals Inc), License and Supply Agreement (Ligand Pharmaceuticals Inc)
Mutual Representations and Warranties. Adolor and GSK each Each Party represents ------------------------------------- and warrants to the other Party that, as of the Effective Date thatDate:
13.1.1 Such Party (a) it is a company duly organized, validly existing, existing and in good standing under the Laws laws of the jurisdiction of its organization or incorporation; ;
(b) is duly qualified as a corporation it has the power to execute and in good standing deliver this Agreement and to perform its obligations under the Laws this Agreement and has taken all necessary corporate, company, partnership, governmental and/or other actions to authorize such execution and delivery and performance of each jurisdiction where such obligations;
(c) its ownership or lease execution and delivery of property or the conduct this Agreement and its performance of its obligations under this Agreement do not violate or conflict with any law applicable to it; with any provision of its charter or bylaws (or comparable constituent documents); with any order or judgment of any court or other agency of government applicable to it or any of its assets; or with any contractual restriction binding on or affecting it or any of its assets; PUBLIC VERSION
(d) there are no actions, suits, proceedings or investigations pending or, to the knowledge of the Party, threatened against it at law or in equity before any court or tribunal of the United States or any other jurisdiction that individually or in the aggregate could result in any materially adverse effect on the Party's business, properties, or assets or its condition, financial or otherwise, or in any impairment of its ability to perform its obligations under this Agreement;
(e) all authorizations of and exemptions, actions or approvals by, and all notices to or filings with, any governmental authority that are required to have been obtained or made by it at the time this representation is made with respect to this Agreement have been obtained or made and are in full force and effect, and all conditions of any such authorizations, exemptions, actions or approvals have been complied with; (0 the Party has knowledge of all laws and business requires practices that must be followed in performing its obligations under this Agreement and the Party is in compliance with all such qualification, where laws and business practices except to the extent that failure to be so qualified comply therewith would not, in the aggregate, have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (c) has the requisite corporate power and authority and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; (d) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such other Party, to the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documents;
13.1.2 The execution, delivery and performance of this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder (a) are within the corporate power of such Party; (b) have been duly authorized by all necessary or proper corporate action; (c) do not conflict with any provision of the charter documents of such Party; (d) will not, to the best of such Party's knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party is a party, or by which such Party or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder;
13.1.3 This Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as such enforceability may be limited by applicable insolvency and other Laws affecting creditors' rights generally, or by the availability of equitable remedies; and
13.1.4 All of its employees, officers, and consultants have executed agreements or have existing obligations under law requiring assignment to such Party of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's obligations under this Agreement.
Appears in 2 contracts
Sources: Renewable Power Purchase Agreement, Renewable Power Purchase Agreement
Mutual Representations and Warranties. Adolor and GSK each Each Party represents ------------------------------------- and warrants to the other Party, as of the Execution Date, and as of the Effective Date (as though then made), that:
13.1.1 Such 10.1.1. such Party (a) is a company corporation duly organized, validly existing, and in good standing under the Laws of its incorporationjurisdiction of incorporation or formation;
10.1.2. such Party has all requisite corporate power and corporate authority to enter into this Agreement and to carry out its obligations under this Agreement;
10.1.3. all requisite corporate action on the part of such Party and its directors and stockholders required by Law for the authorization, execution, and delivery by such Party of this Agreement, and the performance of all obligations of such Party under this Agreement, has been taken;
10.1.4. the execution, delivery, and performance of this Agreement, and compliance with the provisions of this Agreement, by such Party do not and will not: (a) violate any provision of Law or any ruling, writ, injunction, order, permit, judgment, or decree of any Governmental Authority; (b) is duly qualified as constitute a corporation and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (c) has the requisite corporate power and authority and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; (d) has or will obtain all necessary licenses, permits, consentsbreach of, or approvals from default under (or byan event that, and has made with notice or will make all necessary notices tolapse of time or both, all Governmental Authorities having jurisdiction over such Party, to the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents would become a default under) or approvalsconflict with, or give rise to make such noticesany right of termination, would have a material adverse effect on its financial condition cancellation or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documents;
13.1.2 The executionacceleration of, delivery and performance of this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder (a) are within the corporate power of such Party; (b) have been duly authorized by all necessary or proper corporate action; (c) do not conflict with any provision of the charter documents of such Party; (d) will not, to the best of such Party's knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, arrangement or other instrument to which such Party is a partyinstrument, whether written or oral, by which such Party or any of its property is assets are bound; or (c) violate or conflict with any of the provisions of such Party’s organizational documents (including any articles or memoranda of organization or association, which violation would have a material adverse effect on its financial condition charter, bylaws, or on its ability to perform its obligations hereundersimilar documents);
13.1.3 This 10.1.5. such Party has not entered into any agreement with any Third Party that is in conflict with the rights granted to the other Party under this Agreement, and has not taken any action that would prevent it from granting the rights granted to the other Party under this Agreement, or that would otherwise conflict with or adversely affect the other Party’s rights under this Agreement;
10.1.6. no consent, approval, authorization, or other order of, or filing with, or notice to, any Governmental Authority or other Third Party is required to be obtained or made by such Party in connection with the authorization, execution, and delivery by such Party of this Agreement, except as required pursuant to the HSR Act and any other applicable Antitrust Laws; and
10.1.7. this Agreement has been duly executed and delivered by on behalf of such Party and constitutes is a legal, legal and valid obligation binding upon it and binding obligation of such Party, is enforceable against such Party in accordance with its terms, except as such enforceability may be limited by subject to applicable insolvency bankruptcy, insolvency, moratorium, and other Laws similar laws affecting creditors' ’ rights generally, or generally and by the availability general principles of equitable remedies; and
13.1.4 All of its employees, officers, and consultants have executed agreements or have existing obligations under law requiring assignment to such Party of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's obligations under this Agreementequity.
Appears in 2 contracts
Sources: Exclusive License and Collaboration Agreement (Arrowhead Pharmaceuticals, Inc.), Exclusive License and Collaboration Agreement (Sarepta Therapeutics, Inc.)
Mutual Representations and Warranties. Adolor and GSK each Each of the Parties hereby represents ------------------------------------- and warrants to the other Party as of the Effective Date thatfollows:
13.1.1 Such Party (a) such Party (i) is a company corporation duly organized, validly existing, existing and in good standing under the Laws laws of its incorporation; the state in which it is incorporated, (b) is duly qualified as a corporation and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (cii) has the requisite corporate power and authority and the legal right to conduct own and operate its property and assets, to lease the property and assets it operates under lease, and to carry on its business as it is now conducted and hereafter contemplated to be being conducted; (d) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make (iii) is in compliance with all necessary notices torequirements of applicable law, all Governmental Authorities having jurisdiction over such Party, except to the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, that any noncompliance would not have a material adverse effect on its the properties, business, financial or other condition or its of such Party and would not materially adversely affect such Party’s ability to perform its obligations hereunder; under this Agreement;
(b) this Agreement is a legal and (e) is valid obligation binding upon such Party and enforceable in compliance accordance with its charter documents;
13.1.2 The terms, and the execution, delivery and performance of this the Agreement by such Party and all instruments and documents to be delivered by such Party hereunder (a) are within the corporate power of such Party; (b) have been duly authorized by all necessary or proper corporate action; (c) do does not conflict with any provision of the charter documents of such Party; (d) will notagreement, instrument or understanding, oral or written, to the best of such Party's knowledgewhich it is a party or by which it is bound, nor violate any law or regulation or any order or decree of any court court, governmental body or administrative or other agency having jurisdiction over it. Each Party expressly represents and warrants that it has the full power and authority to enter into this Agreement and to carry out the obligations contemplated hereby;
(c) it has taken all necessary corporate action on its part to authorize the execution and delivery of governmental instrumentalitythis Agreement; [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately.
(d) the manufacture, use, importation, offer for sale or sale of its Product Line as contemplated hereunder does not infringe any Third Party’s intellectual property right;
(e) the use of its trademarks, trade names or trade dress pursuant to the terms of this Agreement and the Marketing Plan does not and will not violate or conflict with any terms infringe the rights of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party is a third party, or by which such Party or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder;
13.1.3 This Agreement has been duly executed (f) that with respect to all regulatory filings to obtain Regulatory Approvals, the data and delivered by such Party and constitutes a legal, valid and binding obligation of information in such Party’s submissions are and shall be free from fraud and/or material falsity, enforceable against that the Regulatory Approvals have not been and will not be obtained either through bribery or the payment of illegal gratuities, that the data and information in such Party in accordance with its terms, except as such enforceability may Party’s submissions are and shall be limited by applicable insolvency accurate and other Laws affecting creditors' rights generally, or by reliable for purposes of supporting approval of the availability of equitable remedies; and
13.1.4 All of its employees, officerssubmissions, and consultants have executed agreements that the Regulatory Approvals shall be obtained without illegal or have existing obligations under law requiring assignment to such Party unethical behavior of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Partyany kind;
(g) it has obtained, to the extent it is required to support such Party's obligations under do so, all necessary governmental approvals required in connection with the manufacture, sale and marketing of its Product Line in the Territory, including but not limited to PMA approval from the FDA; no governmental authority has threatened any action to revoke any governmental approval for its Product Line, and that the submissions which it made to the FDA were made in good faith and contained accurate and complete data and information regarding its Product Line as required by applicable laws, rules and regulations; it shall maintain for the term of this Agreement or any extension thereof all PMA approval for its Product Line; furthermore, it shall file, and maintain at its own cost for its Product Line, all appropriate registrations with the FDA and similar regulatory authorities in the Territory countries which have the authority to approve the sale of its Product Line for use in humans; and
(h) during the term of this Agreement or any extension thereof, its Product Line shall be of merchantable quality, fit for the purpose intended by this Agreement and free from defects in design, material and workmanship and manufactured and delivered in accordance with the terms of this Agreement, all applicable present and future statutes, laws, and regulations, including without limitation, good manufacturing practices (“GMP”), QSRs and ISO 9000 requirements and that during the term of this Agreement or any extension thereof its Product Line will not be adulterated or misbranded at the time of delivery to Third Parties within the meaning of the FD&C Act.
Appears in 2 contracts
Sources: Exclusive Co Promotion Agreement, Exclusive Co Promotion Agreement (Conceptus Inc)
Mutual Representations and Warranties. Adolor Theravance and GSK each represents ------------------------------------- and warrants to the other as of the Effective Date that:
13.1.1 11.1.1 Such Party (a) is a company duly organized, validly existing, and in good standing under the Laws of its incorporation; (b) is duly qualified as a corporation and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (c) has the requisite corporate power and authority and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; (d) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documents;
13.1.2 11.1.2 The execution, delivery and performance of this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder (a) are within the corporate power of such Party; (b) have been duly authorized by all necessary or proper corporate action; (c) do not conflict with any provision of the charter documents of such Party; (d) will not, to the best of such Party's knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party is a party, or by which such Party or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder;
13.1.3 11.1.3 This Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as such enforceability may be limited by applicable insolvency and other Laws affecting creditors' rights generally, or by the availability of equitable remedies; and
13.1.4 11.1.4 All of its employees, officers, and consultants have executed agreements or have existing obligations under law requiring assignment to such Party of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as .
11.1.5 Nothing contained in this Agreement shall give a Party the right to use the Confidential Information received from the other Party in connection with any activity other than Development and Commercialization of Persons doing business a Pooled Compound or Collaboration Product consistent with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's obligations under this Agreement.
11.1.6 As soon as practicably possible after the Effective Date, the Parties will each deliver to each other a schedule listing (i) in the case of GSK, GSK Patents as of the date of signature of this Agreement and (ii) in the case of Theravance, Theravance Patents as of the date of signature of this Agreement.
Appears in 2 contracts
Sources: Collaboration Agreement (Theravance Inc), Collaboration Agreement (Theravance Inc)
Mutual Representations and Warranties. Adolor Arcus and GSK WuXi each represents ------------------------------------- and warrants to the other as of the Effective Date thatDate:
13.1.1 7.1.1 Such Party (ai) is a company duly organized, validly existing, existing and in good standing under the Applicable Laws of its incorporation; (b) is duly qualified as a corporation and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunderorganization; and (cii) has the requisite corporate power and authority and the legal right to conduct its business as now conducted enter into this Agreement and hereafter contemplated to be conducted; (d) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to carry out the extent required for the ownership and operation provisions of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documentsthis Agreement;
13.1.2 7.1.2 The execution, delivery and performance of this Agreement by such Party Party, including, without limitation, in the case of WuXi, the license grant under Section 2.1 and all instruments and documents the delivery by WuXi of any Licensed Technology to be delivered by such Party hereunder Arcus for use as contemplated under this Agreement, (a) are within the corporate power of such Party; (b) have been duly authorized by all necessary or proper corporate action; (ci) do not conflict with any provision of the charter organizational documents of such Party; (dii) will not, to the best of such Party's ’s knowledge, violate any law or regulation or Applicable Laws including any order or decree of any court of governmental instrumentalityor Governmental Authority; and (eiii) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, agreement or other instrument to which such Party is a party, or by which such Party is bound or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder;becomes bound during the Term; and
13.1.3 7.1.3 This Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms. The execution, except as such enforceability may be limited delivery and performance of this Agreement by applicable insolvency it does not materially conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it is bound, nor violate any Applicable Law.
7.1.4 It has not granted, and shall not grant during the Term, any right to any Third Party which would materially conflict with the rights granted to the other Party hereunder. It has, and covenants that it shall, maintain and keep in full force and effect all agreements necessary to perform its obligations hereunder. Each Party further covenants that it will at all times comply with all Applicable Laws affecting creditors' rights generallyrelating to the import and export of Licensed Products, or by the availability of equitable remedies; and
13.1.4 All of its employeesany materials or components related thereto, officers, and consultants have executed agreements or have existing obligations under law requiring assignment to such Party of all Inventions made by such individuals during the course Term of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's obligations under this Agreement.
Appears in 2 contracts
Sources: License Agreement (Arcus Biosciences, Inc.), License Agreement (Arcus Biosciences, Inc.)
Mutual Representations and Warranties. Adolor and GSK each 10.1. Each Party represents ------------------------------------- and warrants to the other as of the Effective Date that:
13.1.1 Such Party : (ai) it is a company duly organized, validly existing, and corporate entity in good standing under the Laws in its jurisdiction of its incorporation; (bii) is duly qualified as a corporation it has obtained all necessary approvals, rights, licenses, consents and in good standing under authorizations (collectively, the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification“Consents”) to enter into, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability and to perform its obligations hereunderunder, this Contract and each Order and copies of all such Consents have been provided to the other Party; (ciii) the Person executing this Contract and each Order on its behalf has and will have express authority to do so and to bind the requisite corporate power and authority and the legal right to conduct its business as now conducted and hereafter contemplated to be conductedParty; (div) has it is not under any current obligation or restriction, nor will obtain all necessary licensesit assume any such obligation or restriction, permits, consents, that does or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to could materially interfere with the extent required for the ownership and operation performance of its business, where obligations under this Contract; (v) the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documents;
13.1.2 The execution, delivery delivery, and performance of this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder (a) are within the corporate power of such Party; (b) have been duly authorized by all necessary Contract or proper corporate action; (c) do any Order does not conflict with violate any provision of the charter documents of such Party; (d) will notany by applicable Law, to the best of such Party's knowledgecharter, violate any law or regulation regulation, or any order or decree other governing authority of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreementthe Party, or any other instrument agreement to which such Party it is a party, in such a manner as to impede, materially delay, or by which such Party prevent the performance of its obligations under this Contract or any of its property is boundOrder, which violation would have a material adverse effect on its financial condition or on its ability to perform and its obligations hereunder;
13.1.3 This Agreement has been duly executed under this Contract, and delivered by such Party and constitutes a legaleach Order, are valid and binding obligation obligations of that Party; (vi) no filing with or notice to any relevant governmental entity is required on the part of such Party as a condition to the lawful completion of the transactions contemplated by this Contract; (vii) it has complied in all material respects with all applicable Laws, orders, judgments and decrees other than any act of non-compliance which, individually or in the aggregate, is not material; (viii) there is no claim, action, proceeding or investigation pending or in progress or, to the knowledge of such Party, enforceable threatened against or relating to such Party affecting any of its properties or assets before any governmental entity, which could impede, materially delay, or prevent the performance of its obligations under this Contract or any Order; and (ix) it is not insolvent within the meaning of applicable bankruptcy, insolvency or fraudulent conveyance Laws and no act or proceeding has been taken by or against such Party in accordance connection with its termsthe dissolution, except as such enforceability may be limited by applicable insolvency and other Laws affecting creditors' rights generallyliquidation, winding up, bankruptcy or by the availability reorganization of equitable remedies; and
13.1.4 All of its employees, officers, and consultants have executed agreements or have existing obligations under law requiring assignment to such Party of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Partynor, to the extent required to support knowledge of such Party's obligations under this AgreementParty is any such act or proceeding threatened.
Appears in 2 contracts
Sources: Master Services and Supply Agreement (Cipher Mining Inc.), Merger Agreement (Good Works Acquisition Corp.)
Mutual Representations and Warranties. Adolor and GSK each Each Party represents ------------------------------------- and warrants to the other that, as of the Effective Date thatDate:
13.1.1 Such Party (a) it is a corporation or limited liability company duly organized, organized and validly existing, and in good standing existing under the Laws laws of the state of its incorporation; incorporation or formation;
(b) is duly qualified as a corporation and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (c) it has the requisite corporate full power and authority and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; (d) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documents;
13.1.2 The execution, delivery and performance of enter into this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder (a) are within the corporate power of such Party; (b) have been duly authorized by all necessary or proper corporate action; (c) do not conflict with any provision of the charter documents of such Party; (d) will not, to the best of such Party's knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party is a party, or by which such Party or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder;
13.1.3 This (c) this Agreement has been duly authorized, executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Party, Party enforceable against such Party in accordance with its terms, except as such enforceability may be limited by applicable insolvency and other Laws affecting creditors' rights generallybankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent transfer, or other similar laws affecting the rights and remedies of creditors generally and by general principles of equity;
(d) the availability execution, delivery and performance of equitable remediesthis Agreement by such Party does not and will not conflict with, breach or create in any Third Party the right to accelerate, terminate or modify any agreement or instrument to which such Party is a party or by which such Party is bound;
(e) all consents, approvals and authorizations from all governmental authorities or other Third Parties required to be obtained by such Party in connection with the execution and delivery of this Agreement have been obtained; and the execution, delivery and performance of this Agreement by such Party does not and will not violate any order, law or regulation of any court, governmental body or administrative or other agency having authority over such Party;
(f) no person or entity has or will have, as a result of the transactions contemplated by this Agreement, any right, interest or valid claim against or upon the (other) Party for any commission, fee or other compensation as a finder or broker because of any act by such (representing) Party or its Affiliates or agents, or in addition, with respect to Company, because of any act by its Sublicensees; and
13.1.4 All of its employees, officers, (g) it has not entered and consultants have executed agreements or have existing obligations under law requiring assignment to such Party of all Inventions made by such individuals during the course of and as the result of their association shall not enter into any agreement with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such any Third Party that such individuals may receive during is in conflict with the course of and as the result of their association with such Party, rights granted to the extent required other Party pursuant to support such Party's obligations under this Agreement.
Appears in 1 contract
Mutual Representations and Warranties. Adolor REGENX and GSK PARTNER each represents ------------------------------------- and warrants to the other other, as of the Effective Date Execution Date, and covenants, that:
13.1.1 Such Party (a) 11.1.1 it is a company corporation duly organized, validly existing, existing and in good standing under the Laws laws of the jurisdiction of its incorporation; (b) is duly qualified as a corporation organization and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (c) has the all requisite corporate power and authority and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; (d) has authority, corporate or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Partyotherwise, to the extent required for the ownership execute, deliver and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documentsthis Agreement;
13.1.2 The execution, 11.1.2 the execution and delivery and performance of this Agreement and the performance by such Party it of the transactions contemplated hereby and all instruments and documents to be delivered by such Party hereunder (a) are within the corporate power of such Party; (b) thereby have been duly authorized by all necessary corporate action and do not violate: (a) such Party’s charter documents, bylaws or proper corporate actionother organizational documents; (cb) do not conflict with any provision of the charter documents of such Party; (d) will not, to the best of such Party's knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, instrument or other instrument contractual obligation to which such Party is a partybound; (c) any requirement of any Applicable Law, subject to compliance with the HSR Act as set forth herein; or by which (d) any order, writ, judgment, injunction, decree, determination or award of any court or Governmental Authority presently in effect applicable to such Party or any of its property is boundParty, which violation would have a material adverse effect on its financial condition or on its ability subject to perform its obligations hereundercompliance with the HSR Act as set forth herein;
13.1.3 This 11.1.3 Subject to ARTICLE 2, this Agreement has been duly executed and delivered by such Party and constitutes is a legal, valid and binding obligation of such Party, Party enforceable against such Party it in accordance with its termsterms and conditions, except as such enforceability may be limited by applicable subject to the effects of bankruptcy, insolvency and or other Laws laws of general application affecting creditors' rights generallythe enforcement of creditor rights, or by judicial principles affecting the availability of equitable remediesspecific performance and general principles of equity (whether enforceability is considered a proceeding at law or equity); and
13.1.4 All 11.1.4 it is not under any obligation, contractual or otherwise, to any Person that conflicts with or is inconsistent with the terms of this Agreement or that would impede the diligent and complete fulfillment of its employees, officers, obligations hereunder and consultants have executed agreements or have existing obligations under law requiring assignment to such Party of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's obligations under this Agreementthereunder.
Appears in 1 contract
Sources: Collaboration and License Agreement (REGENXBIO Inc.)
Mutual Representations and Warranties. Adolor The Advisor and GSK the Sub-Advisor each hereby represents ------------------------------------- and warrants to to, and agrees with, the other as follows:
(A) Such Party is duly formed and validly existing under the laws of the Effective Date that:jurisdiction of its organization;
13.1.1 (B) Such Party (a) is a company duly organized, validly existing, and in good standing under the Laws of its incorporation; (b) is duly qualified as a corporation and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (c) has the requisite corporate full power and authority to enter into this Agreement and the legal right to conduct its business as now conducted to the extent contemplated in this Agreement;
(C) This Agreement has been duly authorized, executed and hereafter contemplated to be conducted; (d) has or will obtain all necessary licensesdelivered by such Party and, permitsassuming due authorization, consentsexecution and delivery by the other Party, or approvals from or by, constitutes the valid and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over legally binding agreement of such Party, to the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is enforceable in compliance accordance with its charter documents;terms against such Party, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar laws relating to creditors’ rights generally, and by general equitable principles.
13.1.2 (D) The execution, execution and delivery and performance of this Agreement by such Party and all instruments the performance of its duties and documents to be delivered by such Party obligations hereunder (a) are within the corporate power of such Party; (b) have been duly authorized by all necessary or proper corporate action; (c) do not conflict with result in a breach of any provision of the charter documents of such Party; (d) will notterms, to the best of such Party's knowledgeconditions or provisions of, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of constitute a default under, any indenture, mortgage, deed of trust, leasecredit agreement, note or other evidence of indebtedness, or any lease or other agreement, or other instrument any license, permit, franchise or certificate to which such Party is a party, party or by which it is bound or to which its assets are subject or require any authorization or approval under or pursuant to any of the foregoing, or violate any statute, regulation, law, order, writ, injunction, judgment or decree to which such Party is subject;
(E) Such Party is not aware of any facts pertaining to such Party or its Affiliates that would cause such Party, or any of such Party’s Affiliates, to be unable to discharge timely the obligations of such Party or its property Affiliates under this Agreement or the obligations of the Company under any agreement to which any of them is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunderparty;
13.1.3 This (F) To the knowledge of such Party, no consent, approval or authorization of, or filing, registration or qualification with, any court or governmental authority on the part of such Party is required for the execution and delivery of this Agreement has been duly executed and delivered by such Party and constitutes a legalthe performance of its obligations and duties hereunder and such execution, valid delivery and binding obligation performance shall not violate any other agreement to which such Party is bound;
(G) The Party is not acting as the representative or agent or in any other capacity, fiduciary or otherwise, on behalf of another Person in connection with the Company or the other matters referred to in this Agreement. Such Party is aware that the other Party and/or Affiliates of such Partyother Party now and in the future shall be, enforceable against and in the past have been, engaged in businesses which are competitive with that of the Company. Each of the Parties hereby acknowledges and agrees that the Parties’ obligations with respect to all future activities which are in competition with the Company are as set forth in Article 8 hereof;
(H) No Party is required to cause the controlling persons of such Party to devote any specific portion of their time to Company business other than as necessary to fulfill such Parties’ obligations under this Agreement and the Advisory Agreement, as the case may be, and such controlling persons are expected to spend substantial amounts of their time on activities that are unrelated to the Company;
(I) Such Party understands that the other Party is relying on the accuracy of the representations set forth in accordance this Article 11 in entering into this Agreement;
(J) Such Party has not granted to any third party rights that would be inconsistent with its terms, except the rights granted to the other Party by this Agreement;
(K) Such Party has all requisite licenses to do and perform all acts and receive all fees as such enforceability may be limited contemplated by applicable insolvency this Agreement and other Laws affecting creditors' rights generally, or by the availability of equitable remediesAdvisory Agreement; and
13.1.4 All (L) None of its employeesprincipals has been convicted of any felony, officersor convicted of any misdemeanor involving moral turpitude (including fraud), and consultants have executed agreements or have existing obligations under law requiring assignment to entered a plea of nolo contendere in connection with any felony or any such Party of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's obligations under this Agreementmisdemeanor.
Appears in 1 contract
Sources: Sub Advisory Agreement (InPoint Commercial Real Estate Income, Inc.)
Mutual Representations and Warranties. Adolor Company and GSK CDC each represents ------------------------------------- and warrants to the other as of the Effective Date that:
13.1.1 8.1.1 Such Party (a) is a company duly organized, validly existing, and in good standing under the Laws of its incorporation; (b) is duly qualified as a corporation and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (c) has the requisite corporate power and authority and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; (d) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documents;
13.1.2 8.1.2 The execution, delivery and performance of this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder (a) are within the corporate power of such Party; (b) have been duly authorized by all necessary or proper corporate action; (c) do not conflict with any provision of the charter documents of such Party; (d) will not, to the best of such Party's ’s knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party is a party, or by which such Party or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder;
13.1.3 8.1.3 This Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as such enforceability may be limited by applicable insolvency and other Laws affecting creditors' ’ rights generally, or by the availability of equitable remedies; and
13.1.4 8.1.4 All of its employees, officers, and consultants have executed agreements or have existing obligations under law requiring assignment to such Party of all Inventions inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's ’s Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's ’s obligations under this Agreement.
Appears in 1 contract
Sources: Clinical Development and License Agreement (Biodelivery Sciences International Inc)
Mutual Representations and Warranties. Adolor Company and GSK CDC each represents ------------------------------------- and warrants to the other as of the Effective Date that:
13.1.1 8.1.1 Such Party (a) is a company duly organized, validly existing, and in good standing under the Laws of its incorporation; (b) is duly qualified as a corporation and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (c) has the requisite corporate power and authority and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; (d) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documents;
13.1.2 8.1.2 The execution, delivery and performance of this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder (a) are within the corporate power of such Party; (b) have been duly authorized by all necessary or proper corporate action; (c) do not conflict with any provision of the charter documents of such Party; (d) will not, to the best of such Party's ’s knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party is a party, or by which such Party or any of its property is bound, ; ***CONFIDENTIAL TREATMENT REQUESTED*** Note: The portions hereof for which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder;confidential treatment are being requested are denoted with “*****”.
13.1.3 8.1.3 This Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as such enforceability may be limited by applicable insolvency and other Laws affecting creditors' ’ rights generally, or by the availability of equitable remedies; and
13.1.4 8.1.4 All of its employees, officers, and consultants have executed agreements or have existing obligations under law requiring assignment to such Party of all Inventions inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's ’s Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's ’s obligations under this Agreement.
Appears in 1 contract
Sources: Clinical Development and License Agreement (Biodelivery Sciences International Inc)
Mutual Representations and Warranties. Adolor Each Party hereby represents, warrants and GSK each represents ------------------------------------- and warrants covenants to the other as of the Effective Date Party that:
13.1.1 Such Party (a) such Party is a company corporation or entity duly organized, validly existing, existing and in good standing under the Laws laws of its incorporation; (b) is duly qualified as a corporation state of incorporation and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (c) has the requisite full corporate power and authority to enter into this Agreement and to carry out the provisions hereof;
(b) such Party is duly authorized, by all requisite corporate action, to execute and deliver this Agreement and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; (d) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documents;
13.1.2 The execution, delivery and performance of this Agreement by such Party is within such Party’s corporate powers and all instruments does not require any shareholder action or approval, and documents to be delivered by the Person executing this Agreement on behalf of such Party hereunder (a) are within the corporate power of such Party; (b) have been is duly authorized to do so by all necessary or proper requisite corporate action; ;
(c) do not conflict with no consent, waiver, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any provision of Governmental or Regulatory Authority is required on the charter documents part of such Party; Party in connection with the valid execution, delivery and performance of this Agreement;
(d) will not, to the best of such Party's knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party this Agreement is a party, or by which such Party or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder;
13.1.3 This Agreement has been duly executed legal and delivered by valid obligation binding upon such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, terms except as such enforceability may be limited by applicable insolvency (i) bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights and other Laws affecting creditors' rights generally, or by (ii) judicial discretion in the availability of equitable remediesagreeable relief;
(e) the execution, delivery and performance by it of this Agreement and its compliance with the terms and provisions of this Agreement does not and will not (a) contravene or conflict with the provisions of its charter, operating documents or bylaws, (b) contravene or conflict with or constitute a violation of any Applicable Law, or (c) result (with or without the giving of notice or lapse of time or both) in the creation of any Lien or Other Encumbrance upon any of the Licensed Products or, in the case of BioZone, the BioZone Licensed Intellectual Property, or constitute a default under or give rise to any right of termination, cancellation or acceleration of any right or any obligation by it or to a loss of any benefit relating to the Licensed Products or, in the case of BioZone, the BioZone Licensed Intellectual Property, under any provision of any contract binding upon it or by which any of the Licensed Products or, in the case of BioZone, the BioZone Licensed Intellectual Property, are or may be bound;
(f) it shall comply in all material respects with all laws, rules and regulations applicable to its performance under this Agreement; and
13.1.4 All (g) no broker, finder or similar agent has been employed by or on behalf of its employees, officers, and consultants have executed agreements or have existing obligations under law requiring assignment to such Party of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business no Person with which such Party that such individuals may receive during has had any dealings or communications of any kind is entitled to any brokerage commission, finder’s fee or any similar compensation, in connection with this Agreement or the course of and as the result of their association with such Party, to the extent required to support such Party's obligations under this Agreementtransactions contemplated hereby.
Appears in 1 contract
Mutual Representations and Warranties. Adolor UroGen and GSK Allergan each represents ------------------------------------- and warrants to the other other, as of the Effective Date Date, and covenants, that:
13.1.1 Such Party (a) 9.1.1 It is a company corporation duly organized, validly existing, and in good standing under the Laws laws of the jurisdiction of its incorporation; (b) is duly qualified as a corporation and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (c) has the requisite corporate power and authority and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; (d) has or will obtain all necessary licenses, permits, consents, or approvals from or byorganization, and has made all requisite power and authority, corporate or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Partyotherwise, to the extent required for the ownership execute, deliver, and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; this Agreement.
9.1.2 The execution and (e) is in compliance with its charter documents;
13.1.2 The execution, delivery and performance of this Agreement and the performance by such Party it of the transactions contemplated hereby and all instruments and documents to be delivered by such Party hereunder (a) are within the corporate power of such Party; (b) thereby have been duly authorized by all necessary or proper corporate action; (c) , and do not conflict with any provision of the charter documents of violate: (a) such Party; (d) will not’s charter documents, to the best of such Party's knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreementbylaws, or other instrument organizational documents; (b) in any material respect, any agreement, instrument, or contractual obligation to which such Party is a partybound; (c) any requirement of any Applicable Law; or (d) any order, writ, judgment, injunction, decree, determination, or by which award of any court or Governmental Authority presently in effect applicable to such Party or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder;Party.
13.1.3 9.1.3 This Agreement has been duly executed and delivered by such Party and constitutes a legal, valid valid, and binding obligation of such Party, Party enforceable against such Party it in accordance with its termsterms and conditions, except as such enforceability may be limited by applicable insolvency and other Laws affecting creditors' rights generallysubject to the effects of bankruptcy, insolvency, or by other laws of general application affecting the enforcement of creditor rights, judicial principles affecting the availability of equitable remedies; andspecific performance, and general principles of equity (whether enforceability is considered a proceeding at law or equity).
13.1.4 All 9.1.4 It is not under any obligation, contractual or otherwise, to any Person that conflicts with or is inconsistent in any material respect with the terms of this Agreement, or that would impede the diligent and complete fulfillment of its employees, officers, and consultants have executed agreements obligations hereunder or have existing obligations under law requiring assignment thereunder.
9.1.5 Neither it nor any of its Affiliates (nor with respect to such Party of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such PartyUroGen, to the extent required knowledge of UroGen, any Person involved in the research or Development of the RTGel Product or a Licensed Product prior to support such Party's obligations the Effective Date) has been debarred or is subject to debarment and neither it nor any of its Affiliates will use in any capacity, in connection with the activities to be performed under this Agreement, any Person who has been debarred pursuant to Section 306 of the FFDCA or who is the subject of a conviction described in such section. It agrees to inform the other Party in writing promptly if it or any such Person who is performing activities hereunder or thereunder is debarred or is the subject of a conviction described in Section 306 or if any action, suit, claim, investigation or legal or administrative proceeding is pending or, to its or its Affiliates’ knowledge, is threatened, relating to the debarment or conviction of it or any such Person performing activities hereunder or thereunder. [*] = 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 406 of the Securities Act of 1933, as amended.
Appears in 1 contract
Mutual Representations and Warranties. Adolor Each Party hereby represents, warrants, and GSK each represents ------------------------------------- and warrants covenants to the other as of the Effective Date Party that:
13.1.1 Such Party (a) such Party is a company duly organized, validly existing, existing and in good standing under the Laws laws of its incorporation; the jurisdiction in which it is incorporated or formed;
(b) is duly qualified as a corporation such Party has the requisite power and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure authority to be so qualified would have a material adverse effect on its financial condition or its ability execute and deliver this Agreement and to fully perform its obligations hereunder; , and the individual executing this Agreement on behalf of such Party has the authority to do so;
(c) has the requisite corporate power and authority and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; (d) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documents;
13.1.2 The execution, delivery and performance of this Agreement by and the performance of such Party and all instruments and documents to be delivered by such Party Party’s obligations hereunder (ai) are within has been duly authorized by all of its corporate actions necessary on the corporate power part of such Party; (b) have been duly authorized by all necessary or proper corporate action; (cii) do not and will not conflict with or violate any provision requirement of Applicable Law, (iii) do not and will not conflict with or violate the charter certificate of incorporation, certificate of formation, bylaws, limited partnership agreement or other organizational documents of such Party; , and (div) will not, to the best of such Party's knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) do not and will not violate conflict with, violate, breach or conflict with constitute a default under any terms of any indenture, mortgage, deed of trust, lease, agreement, instrument or other instrument to which such Party is a party, or by which contractual obligations of such Party or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunderAffiliates;
13.1.3 This (d) this Agreement has been duly executed and delivered by such Party and constitutes is a legal, valid and binding obligation of such Party, Party enforceable against such Party in accordance with its termsterms and conditions, except as such enforceability may be limited by applicable subject to the effects of bankruptcy, insolvency and or other Laws laws of general application affecting creditors' rights generallythe enforcement of creditor rights, or by judicial principles affecting the availability of equitable remediesspecific performance and general principles of equity (whether enforceability is considered a proceeding at law or equity); and
13.1.4 All of its employees(e) such Party is not debarred or disqualified under the United States Federal Food, officersDrug and Cosmetic Act or any comparable Applicable Law in the Territory and it does not, and consultants have executed agreements will not during the Term, employ or have existing obligations under law requiring assignment use the services of any Person who is debarred or disqualified, in connection with activities relating to any Product (it being understood that, in the event that such Party becomes aware of all Inventions made by such individuals during the course debarment or disqualification or threatened debarment or disqualification of and as the result of their association with any Person providing services to such Party, and obligating such individuals including the Party itself, its Affiliates or sublicensees, which directly or indirectly relate to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's obligations activities under this Agreement, such Party shall immediately notify the other Party in writing and such Party shall cease employing, contracting with, or retaining such Person to perform any services under this Agreement).
Appears in 1 contract
Sources: Exclusive Distribution Agreement (Revance Therapeutics, Inc.)
Mutual Representations and Warranties. Adolor and GSK each (a) Each Party represents ------------------------------------- and warrants to the other Party that, as of the Effective Date thatDate:
13.1.1 Such Party (ai) it is a company duly organizedorganized or formed, as the case may be, validly existing, existing and in good standing under the Laws laws of the jurisdiction of its incorporation; organization, incorporation or formation;
(bii) is duly qualified as a corporation it has the power to execute and in good standing deliver this Agreement and to perform its obligations under the Laws this Agreement and has taken all necessary corporate, limited liability company, partnership, governmental and/ or other actions to authorize such execution and delivery and performance of each jurisdiction where such obligations;
(iii) its ownership or lease execution and delivery of property or the conduct this Agreement and its performance of its obligations under this Agreement do not violate or conflict with any law applicable to it; with any provision of its charter or bylaws (or comparable constituent documents); with any order or judgment of any court or other agency of government applicable to it or any of its assets; or with any contractual restriction binding on or affecting it or any of its assets;
(iv) except as provided in Sections 15.17 and 15.18, all authorizations of and exemptions, actions or approvals by, and all notices to or filings with, any Government Agency that are required to have been obtained or made by it at the time this representation is made with respect to this Agreement have been obtained or made and are in full force and effect, and all conditions of any such authorizations, exemptions, actions or approvals have been complied with;
(v) the Party has knowledge of all laws and business requires practices that must be followed in performing its obligations under this Agreement and the Party is in compliance with all such qualification, where laws and business practices except to the extent that failure to be so qualified comply therewith would not, in the aggregate, have a material adverse effect on the other Party; and
(vi) this Agreement constitutes the Party's legal, valid and binding obligation, enforceable against it in accordance with its terms.
(b) Each Party represents and warrants to the other Party that, as of April30, 2018, and except as disclosed in the Securities and Exchange Commission filings of a Party, its parent company, or any Affiliate of either, or otherwise, there are no actions, suits, proceedings or investigations pending or, to the knowledge of the Party, threatened against it at law or in equity before any court or tribunal of the United States or any other jurisdiction that individually or in the aggregate could result in any materially adverse effect on the Party's business, properties, or assets or its condition, financial condition or otherwise, that would materially impair its ability to perform its obligations hereunder; (c) has the requisite corporate power and authority and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; (d) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documents;
13.1.2 The execution, delivery and performance of this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder (a) are within the corporate power of such Party; (b) have been duly authorized by all necessary or proper corporate action; (c) do not conflict with any provision of the charter documents of such Party; (d) will not, to the best of such Party's knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party is a party, or by which such Party or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder;
13.1.3 This Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as such enforceability may be limited by applicable insolvency and other Laws affecting creditors' rights generally, or by the availability of equitable remedies; and
13.1.4 All of its employees, officers, and consultants have executed agreements or have existing obligations under law requiring assignment to such Party of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's obligations under this Agreement.
Appears in 1 contract
Sources: Power Purchase Agreement
Mutual Representations and Warranties. Adolor ▇▇▇▇▇▇▇ and GSK Recepta each represents ------------------------------------- and warrants to the other as of the Effective Date Date, that:
13.1.1 7.1.1 Such Party (ai) is a company duly organized, validly existing, existing and in good standing under the Applicable Laws of the jurisdiction of its incorporationorganization; (b) is duly qualified as a corporation and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (cii) has the requisite corporate power and authority and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; and (diii) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to the extent required for the ownership and operation performance of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documentsthis Agreement;
13.1.2 7.1.2 The execution, delivery and performance of this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder (ai) are within the corporate power of such Party; (bii) have been duly authorized by all necessary or proper corporate actionaction on the part of such Party; (ciii) do not conflict with any provision of the charter organizational documents of such Party; (div) will does not, to as of the best of such Party's knowledgeEffective Date, violate any law or regulation Applicable Laws or any order or decree of any court of governmental instrumentalityor Governmental Authority; and (ev) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, agreement or other instrument to which such Party is a party, or by which such Party is bound or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunderbecomes bound during the Term;
13.1.3 7.1.3 This Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as such enforceability may be limited by applicable insolvency and other Laws affecting creditors' rights generally, or by the availability of equitable remedies; and
13.1.4 All of its employees7.1.4 No governmental authorization, officersconsent, and consultants have approval except Regulatory Approvals, license, registration, filing or exemption therefrom with any court or other Governmental Authority is or will be necessary for, or in connection with, the transaction contemplated by this Agreement or any other agreement or instrument executed agreements or have existing obligations under law requiring assignment to such Party of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's obligations under this Agreementin connection therewith.
Appears in 1 contract
Sources: License, Development and Commercialization Agreement (Mersana Therapeutics, Inc.)
Mutual Representations and Warranties. Adolor Theravance and GSK each represents ------------------------------------- and warrants to the other as of the Effective Date that:
13.1.1 11.1.1 Such Party (a) is a company duly organized, validly existing, and in good standing under the Laws of its incorporation; (b) is duly qualified as a corporation and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (c) has the requisite corporate power and authority and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; (d) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documents;
13.1.2 11.1.2 The execution, delivery and performance of this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder (a) are within the corporate power of such Party; (b) have been duly authorized by all necessary or proper corporate action; (c) do not conflict with any provision of the charter documents of such Party; (d) will not, to the best of such Party's ’s knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party is a party, or by which such Party or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder;
13.1.3 11.1.3 This Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as such enforceability may be limited by applicable insolvency and other Laws affecting creditors' ’ rights generally, or by the availability of equitable remedies; and
13.1.4 11.1.4 All of its employees, officers, and consultants have executed agreements or have existing obligations under law requiring assignment to such Party of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's ’s Confidential Information, as well as .
11.1.5 Nothing contained in this Agreement shall give a Party the right to use the Confidential Information received from the other Party in connection with any activity other than Development and Commercialization of Persons doing business a Pooled Compound or Collaboration Product consistent with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's obligations under this Agreement.
11.1.6 As soon as practicably possible after the Effective Date, the Parties will each deliver to each other a schedule listing (i) in the case of GSK, GSK Patents as of the date of signature of this Agreement and (ii) in the case of Theravance, Theravance Patents as of the date of signature of this Agreement. ***CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
Appears in 1 contract
Mutual Representations and Warranties. Adolor ▇▇▇▇▇▇ and GSK Cephalon each represents ------------------------------------- and warrants to the other as of the Effective Date that:
13.1.1 10.1.1 Such Party (a) is a company duly organized, validly existing, and in good standing under the Laws of the jurisdiction of its incorporation; (b) is duly qualified as a corporation and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (c) has the requisite corporate power and authority and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; (d) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documents;
13.1.2 10.1.2 The execution, delivery and performance of this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder (a) are within the corporate power of such Party; (b) have been duly authorized by all necessary or proper corporate action; (c) do not conflict with any provision of the charter documents of such Party; (d) will not, **Portions of the Exhibit have been omitted and have been filed separately pursuant to an application for confidential treatment filed with the best Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of such Party's knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party is a party, or by which such Party or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder;
13.1.3 This Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as such enforceability may be limited by applicable insolvency and other Laws affecting creditors' rights generally, or by the availability of equitable remedies; and
13.1.4 All of its employees, officers, and consultants have executed agreements or have existing obligations under law requiring assignment to such Party of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information1934, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's obligations under this Agreementamended.
Appears in 1 contract
Mutual Representations and Warranties. Adolor Each Party hereby represents, warrants and GSK each represents ------------------------------------- and warrants covenants to the other as of the Effective Date Party that:
13.1.1 Such Party (a) the execution, delivery to the other Party and performance by it of this Agreement and its compliance with the terms and provisions of this Agreement does not and will not conflict, in any material respect, with or result in a breach of any of the terms or provisions of (x) any other contractual obligations of such Party, (y) the provisions of its charter, operating documents or bylaws, or (z) any order, writ, injunction or decree of any court or governmental authority entered against it or by which it or any of its property is bound except where such breach or conflict would not materially impact the Party's ability to meet its obligations hereunder, and (ii) it has not granted to any Third Party any right which would conflict in any material respect with the rights granted by it to the other Party hereunder;
(b) this Agreement is a company legal and valid obligation binding upon such Party and enforceable in accordance with its terms except as (i) enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights and (ii) equitable principles of general applicability;
(c) such Party is a corporation duly organized, validly existing, existing and in good standing under the Laws laws of its incorporation; (b) is duly qualified as a corporation the state or other jurisdiction of incorporation or formation and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (c) has the requisite full corporate power and authority to enter into this Agreement and to carry out the legal right to conduct its business as now conducted and hereafter contemplated provisions hereof except where failure to be conducted; in good standing would not materially impact the Party's ability to meet its obligations hereunder;
(d) has or will obtain such Party is duly authorized, by all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Partyrequisite corporate action, to execute and deliver this Agreement and the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documents;
13.1.2 The execution, delivery and performance of this Agreement by such Party does not require any shareholder action or approval, and all instruments and documents to be delivered by the Person executing this Agreement on behalf of such Party hereunder (a) are within the corporate power of such Party; (b) have been is duly authorized to so by all necessary or proper requisite corporate action; (c) do not conflict with any provision of the charter documents of such Party; (d) will not, to the best of such Party's knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; and
(e) will not violate no consent, approval, order or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreementauthorization of, or other instrument to which registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of such Party is a partyin connection with the valid execution, or by which such Party or delivery and performance of this Agreement, except for any filings under any applicable securities laws and except where the failure to obtain any of its property is bound, which violation the foregoing would not have a material adverse effect impact on its financial condition or on its the ability of such Party to perform meets its obligations hereunder;
13.1.3 This Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as such enforceability may be limited by applicable insolvency and other Laws affecting creditors' rights generally, or by the availability of equitable remedies; and
13.1.4 All of its employees, officers, and consultants have executed agreements or have existing obligations under law requiring assignment to such Party of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's obligations under this Agreement.
Appears in 1 contract
Sources: Collaboration and License Agreement (Neurocrine Biosciences Inc)
Mutual Representations and Warranties. Adolor Each Party hereby represents, warrants and GSK each represents ------------------------------------- and warrants covenants to the other as of the Effective Date Party that:
13.1.1 Such Party (a) Such Party is a company duly organized, validly existing, existing and in good standing under the Laws laws of the jurisdiction of its incorporation; (b) is duly qualified as a corporation incorporation and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (c) has the requisite full corporate power and authority to enter into this Agreement and to carry out the provisions hereof;
(b) Such Party has taken all corporate action necessary to authorize the execution and delivery of this Agreement and the legal right to conduct performance of its business as now conducted and hereafter contemplated to be conducted; (d) has or will obtain all necessary licenses, permits, consents, or approvals from or by, obligations under this Agreement and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, full power and authority to the extent required for the ownership enter into this Agreement and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documentsunder this Agreement;
13.1.2 The execution, delivery and performance of this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder (a) are within the corporate power of such Party; (b) have been duly authorized by all necessary or proper corporate action; (c) do not conflict with any provision of the charter documents of such Party; (d) will not, to the best of such Party's knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party is a party, or by which such Party or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder;
13.1.3 This Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and legally binding obligation of such Party, enforceable against such Party in accordance with its terms, except as such enforceability may be subject to and limited by by: (i) applicable insolvency bankruptcy, insolvency, reorganization, moratorium, and other Laws affecting laws generally applicable to creditors' rights generally, or by ’ rights; and (ii) judicial discretion in the availability of equitable remedies; andrelief;
13.1.4 All (d) With the exception of its employeesRegulatory Approvals, officerssuch Party has obtained, or is not required to obtain, the consent, waiver, approval, order or authorization of any third party, or has completed, or is not required to complete, any registration, qualification, designation, declaration or filing with, any governmental entity, in connection with the execution and consultants have executed agreements or have existing obligations under law requiring assignment to delivery of this Agreement and the performance by such Party of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's its obligations under this Agreement, including any grant of rights to the other Party pursuant to this Agreement;
(e) The execution and delivery of this Agreement, and the performance by such Party of its obligations under this Agreement, including the grant of rights to the other Party pursuant to this Agreement, does not and will not: (i) conflict with, nor result in any violation of or default under any instrument, judgment, order, writ, decree, contract or provision to which such Party is otherwise bound; (ii) give rise to any lien, charge or encumbrance upon any assets of such Party or the suspension, revocation, impairment, forfeiture or non-renewal of any material permit, license, authorization or approval that applies to such Party, its business or operations or any of its assets or properties; or (iii) conflict with any rights granted by such Party to any third party or breach any obligation that such Party has to any third party; and
(f) Such Party shall comply in all material respects with all laws, rules and regulations applicable to its performance under this Agreement, including all export laws and regulations.
Appears in 1 contract
Sources: License Agreement (Epicept Corp)
Mutual Representations and Warranties. Adolor Each Party represents, warrants and GSK each represents ------------------------------------- and warrants covenants to the other Party as of the Effective Date that:
13.1.1 (i) Such Party (a) is a company duly organized, validly existing, and in good standing (insofar as relevant under applicable law) under the Laws laws of its incorporationjurisdiction of formation; (b) is duly qualified as a corporation an entity and (insofar as relevant under applicable law) in good standing under the Laws laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunderunder this Agreement; (c) has the requisite corporate power and authority and the legal right to conduct its business as now conducted and hereafter as contemplated to be conductedconducted under this Agreement; (d) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to the extent required for the ownership and operation of its businessbusiness as it exists at the date of this Agreement, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunderunder this Agreement; and (e) is in compliance with its charter documentsdocuments and with all applicable laws necessary to conduct its business in the UK (with respect to Midatech) and the USA (with respect to MSRx), engage in its activities and consummate the transactions contemplated under this Agreement;
13.1.2 (ii) The execution, delivery and performance of this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder (a) are within the corporate power of such Party; (b) have been duly authorized by all necessary or proper corporate action; (c) do not conflict with any provision of the charter documents of such Party; (d) will not, to the best of such Party's knowledge, not violate any applicable law or regulation or any order or decree of any court of governmental instrumentalityor Governmental Authority having jurisdiction over such Party where such violation would have a material adverse effect on its financial condition or its ability to perform its obligations under this Agreement; and (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party is a party, or by which such Party or any of its property is bound, which violation or conflict would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder;
13.1.3 (iii) This Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as such enforceability may be limited by (a) applicable insolvency bankruptcy, insolvency, reorganization, moratorium, and other Laws affecting laws generally applicable to creditors' rights generally, or by ’ rights; and (b) judicial discretion in the availability of equitable remediesrelief; andexpertise and experience to analyze and evaluate both the scientific and commercial value of transactions contemplated herein, including, without limitation, the potential development and Commercialization of the Products, and has solely relied on such analysis and evaluations in deciding to enter into this Agreement;
13.1.4 All (iv) Neither it, nor any of its employeesAffiliates, officersis a party to or otherwise bound by any or written contract or agreement that will result in any Third Party obtaining any interest in, or that would give to any Third Party any right to assert any Claim in or with respect to, any of the Parties’ rights under this Agreement;
(v) It owns or has licenses to all of its IP, Patents Rights, Know-How, trade secrets and all other intellectual property of any nature whatsoever licensed by it to the JV under this Agreement for the Development and Commercialization of the JV Products and it owns or has licenses to such IP, Patent Rights, Know-How, trade secrets and other intellectual property rights free and clear of all liens, Claims and encumbrances and free of all royalty or similar payment obligations to any Third Party, except such liens, Claims, encumbrances and obligations as will not have a material adverse effect on the other Party’s rights to Develop and/or Commercialize the JV Products under this Agreement;
(vi) None of its Patent Rights are subject anywhere in the world to any pending or, to its knowledge but without having made specific investigation, any threatened, re-examination, opposition, interference or litigation proceedings;
(vii) It has not received notice, whether written or oral, from any Third Party of a Claim asserting the invalidity, misuse, unregisterability or unenforceability of any of its Patent Rights, or challenging its right to use or ownership of any of its Patent Rights or Know-How, or making any adverse Claim of ownership thereof;
(viii) It has not received notice, whether written or oral, from any Third Party and knows of no facts or circumstances which would lead to any Claim that any trade secrets or other intellectual property rights of such Third Party would be misappropriated by, or that any issued patent of such Third Party would be infringed by, the JV Products or the manufacture, distribution, marketing or sale of the JV Products;
(ix) So far as it is aware but without having made specific investigation all documents, materials, representations and other information provided or to be provided by it to the other Party concerning the Products are materially accurate, and, taken as whole, do not contain any statement which is false or misleading in any material respect, and consultants have executed agreements it has not omitted or have existing obligations under law requiring assignment to such Party of all Inventions made by such individuals during the course of and as the result of their association with such Partyfailed, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Partyshall not omit or fail, to state any fact that would materially adversely affect the extent required other Party’s ability to support such Party's perform its obligations under this Agreement; and
(x) It has not entered into any agreement or other business arrangement with a Third Party in any jurisdiction for the Development or Commercialization of any Compound, Candidate Drug (as such terms are defined in the Restated CLA) or any Product.
Appears in 1 contract
Mutual Representations and Warranties. Adolor and GSK each Each Party represents ------------------------------------- and warrants to the other as of Party, at the Effective Date Date, that:
13.1.1 Such Party (a) such Party is a company duly organizedformed, validly existing, existing and in good standing under the Laws laws of the jurisdiction of its incorporation; formation and has full corporate or similar power and authority to enter into this Agreement and to carry out the provisions hereof;
(b) is duly qualified as a corporation and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (c) has the requisite corporate power and authority and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; (d) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documents;
13.1.2 The execution, delivery and performance of this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder (a) are within the corporate power of such Party; (b) have been duly authorized by all necessary or proper corporate action; (c) do not conflict with any provision of the charter documents of such Party; (d) will not, to the best of such Party's knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party is a party, or by which such Party or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder;
13.1.3 This Agreement has been duly executed and delivered by on behalf of such Party Party, and constitutes a legal, valid and binding obligation obligation, enforceable against it in accordance with the terms hereof, subject to (i) the effect of applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights of creditors and (ii) the effect or availability of rules of law governing specific performance, injunctive relief or other equitable remedies (regardless of whether any such remedy is considered in a proceeding at law or in equity);
(c) the execution and delivery of this Agreement by such Party does not, and the performance of this Agreement by such Party, enforceable against including the grant of rights to the other Party pursuant to this Agreement, does not: (i) conflict with, or result in any violation of or default under, any agreement, instrument or understanding, oral or written, to which it or any Affiliate is a party or by which it or any Affiliate is bound; (ii) conflict with any rights granted by such Party to any other Third Party or breach any obligation that such Party has to any Third Party; or (iii) to such Party’s knowledge as of the Effective Date, violate any provision of any Applicable Law;
(d) it has the right to grant the rights granted to the other Party under this Agreement, and no rights granted to the other Party pursuant to this Agreement are in accordance violation of any agreement between it or any of its Affiliates and any Third Party;
(e) as of the Effective Date, it has sufficient Control of its Background IP to grant the licenses to the other Party as purported to be granted pursuant to this Agreement;
(f) neither it (nor its Affiliates) or, to its knowledge, any Third Party acting by or on behalf of it or any of its Affiliates in connection with its terms, except as such enforceability may be limited by applicable insolvency and other Laws affecting creditors' rights generally, the Co-Development has been debarred or by the availability of equitable remediesis subject to debarment; and
13.1.4 All (g) with respect to its Background IP: (i) it has not received any written notice, claim or demand from any Third Party asserting that its Background IP infringes any Third Party intellectual property; (ii) the use of its employeesBackground IP does not infringe any Third Party intellectual property; and (iii) to its knowledge, officers, and consultants have executed agreements no Third Parties are conducting activities that constitute infringement or have existing obligations under law requiring assignment to such Party misappropriation of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's obligations under this Agreementits Background IP.
Appears in 1 contract
Sources: Co Development and Profit Sharing Agreement (Vascular Biogenics Ltd.)
Mutual Representations and Warranties. Adolor and GSK each Each Party represents ------------------------------------- and warrants to the other Party that, as of the Effective Date thatDate:
13.1.1 Such 10.1.1. such Party (a) is a company corporation duly organized, validly existing, existing and in good standing under the Laws laws of its incorporation; (b) is duly qualified as a corporation and in good standing under the Laws jurisdiction of each jurisdiction where its ownership incorporation or lease of property or the conduct of its business requires formation;
10.1.2. such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (c) Party has the all requisite corporate power and corporate authority to enter into this Agreement and to carry out its obligations under this Agreement;
10.1.3. all requisite corporate action on the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; (d) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over part of such Party, to the extent its directors and stockholders required by applicable Law for the ownership authorization, execution and operation delivery by such Party of its businessthis Agreement, where and the failure to obtain performance of all obligations of such licensesParty under this Agreement, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documentshas been taken;
13.1.2 The 10.1.4. the execution, delivery and performance of this Agreement Agreement, and compliance with the provisions of this Agreement, by such Party do not and all instruments and documents to be delivered by such Party hereunder will not: (a) are within the corporate power of such Party; (b) have been duly authorized by all necessary or proper corporate action; (c) do not conflict with violate any provision of the charter documents of such Party; (d) will not, to the best of such Party's knowledge, violate any law or regulation applicable Law or any order ruling, writ, injunction, order, permit, judgment or decree of any court Governmental Authority, (b) constitute a breach of, or default under (or an event which, with notice or lapse of governmental instrumentality; (etime or both, would become a default under) will not violate or conflict with with, or give rise to any terms right of termination, cancellation or acceleration of, or adversely affect any indenturerights under, mortgage, deed of trust, lease, any agreement, arrangement or other instrument to which such Party is a partyinstrument, whether written or oral, by which such Party or any of its property assets are bound (including, in the case of C▇▇▇▇▇, the C▇▇▇▇▇ Licensed Technology and the Licensed Products), or (c) violate or conflict with any of the provisions of such Party’s organizational documents (including any articles or memoranda of organization or association, charter, bylaws or similar documents); and
10.1.5. no consent, approval, authorization or other order of, or filing with, or notice to, any Governmental Authority or other Third Party is bound, which violation would have a material adverse effect on its financial condition required to be obtained or on its ability to perform its obligations hereunder;
13.1.3 This Agreement has been duly executed and delivered made by such Party in connection with the authorization, execution and delivery by such Party of this Agreement.
10.1.6. This Agreement constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as such enforceability may be limited by applicable insolvency and other equitable principles or bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors' ’ rights generally, or by the availability of equitable remedies; and
13.1.4 All of its employees, officers, and consultants have executed agreements or have existing obligations under law requiring assignment to such Party of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's obligations under this Agreement.
Appears in 1 contract
Sources: Collaboration and License Agreement (Corbus Pharmaceuticals Holdings, Inc.)
Mutual Representations and Warranties. Adolor and GSK each Each Party hereby represents ------------------------------------- and warrants to the other Party as of the Effective Date that:
13.1.1 Such Party (a) such Party is a company corporation or entity duly organized, validly existing, existing and in good standing under the Laws laws of its incorporation; (b) is duly qualified as a corporation jurisdiction of incorporation and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (c) has the all requisite corporate power and authority to enter into this Agreement and to carry out the provisions hereof;
(b) the execution and delivery of this Agreement by such Party and the legal right to conduct performance of its business as now conducted and hereafter contemplated to be conducted; (d) has obligations hereunder does not require any shareholder action or will obtain all necessary licenses, permits, consents, or approvals from or byapproval, and has made or will make the Person executing this Agreement on behalf of such Party is duly authorized to do so by all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documentsrequisite corporate action;
13.1.2 The (c) except for FDA approval of the ANDAs, no consent or approval of any Governmental Authority is required in connection with the valid execution, delivery and performance of this Agreement by such Party, except where the failure to obtain any of the foregoing would not have a material adverse impact on the ability of such Party to meet its obligations hereunder;
(d) assuming the due authorization, execution and delivery of this Agreement by the other Party, this Agreement is a valid obligation binding upon such Party and all instruments enforceable in accordance with its terms except as enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally or (ii) equitable principles of general applicability;
(e) the execution, delivery and documents to be delivered performance by such Party hereunder of this Agreement do not and will not, and its compliance with the terms and provisions hereof does not and will not, conflict with, result in a breach of, constitute a default under or result in the termination, cancellation or acceleration (awhether after the giving of notice or the lapse of time or both) are within of any of the corporate power terms, rights, obligations or provisions of (i) any other contractual or other obligations of such Party; , or to which such Party's assets are subject, (bii) have been duly authorized by all necessary the provisions of its certificate of incorporation, operating documents or proper corporate action; bylaws or (iii) assuming compliance with the matters set forth in subsection (c) do not conflict with above, any provision of the charter documents of such Party; (d) will notorder, to the best of such Party's knowledgewrit, violate any law or regulation or any order injunction or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party is a party, Governmental Authority entered against it or by which such Party it or any of its property is boundbound except where such breach or conflict would not materially impact the Party's ability to meet its obligations hereunder;
(f) no broker, finder or investment banker is entitled to any brokerage, finder's or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of such Party; and
(g) no action, audit, litigation, investigation, suit or proceeding ("Proceeding") by or before any Governmental Authority relating to the Licensed Products or the transactions contemplated hereby is pending against or threatened in writing or, to the knowledge of such Party, threatened orally against such Party, in each case which violation has had, or would have a material adverse effect impact on its financial condition or on its such Party's ability to perform meet its obligations hereunder;
13.1.3 This Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as such enforceability may be limited by applicable insolvency and other Laws affecting creditors' rights generally, or by the availability of equitable remedies; and
13.1.4 All of its employees, officers, and consultants have executed agreements or have existing obligations under law requiring assignment to such Party of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's obligations under this Agreement.
Appears in 1 contract
Sources: License and Manufacturing Agreement (Kos Pharmaceuticals Inc)
Mutual Representations and Warranties. Adolor and GSK each Each Party represents ------------------------------------- and warrants to the other Party, as of the Effective Date Execution Date, that:
13.1.1 Such Party (a) such Party is a company duly organized, validly existing, existing and in good standing under the Laws laws of its incorporation; the jurisdiction in which it is organized;
(b) is duly qualified as a corporation and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; Party: (ci) has the requisite corporate power and authority and the legal right to conduct its business as now conducted enter into this Agreement and hereafter contemplated to be conducted; (d) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; , and (eii) is in compliance with has taken all requisite action on its charter documents;
13.1.2 The execution, part to authorize the execution and delivery and performance of this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder (a) are within the corporate power performance of such Party; (b) have been duly authorized by all necessary or proper corporate action; (c) do not conflict with any provision of the charter documents of such Party; (d) will not, to the best of such Party's knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party is a party, or by which such Party or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder;
13.1.3 This (c) this Agreement has been duly executed and delivered by on behalf of such Party and constitutes is a legal, valid and binding obligation of on such Party, enforceable against such Party in accordance with its terms;
(d) all necessary consents, except as such enforceability may be limited by applicable insolvency approvals and authorizations of all Governmental Authorities and other Laws affecting creditors' rights generallyPersons required to be obtained by such Party in connection with the execution and delivery of this Agreement, the activities and transactions contemplated by this Agreement, or the performance by the availability of equitable remedies; and
13.1.4 All of its employees, officers, and consultants have executed agreements or have existing obligations under law requiring assignment to such Party of all Inventions made by such individuals during the course of and as the result of their association with such Partyits obligations under this Agreement have been obtained, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Partyexcept (i) in each case, to the extent required to support conduct Clinical Trials or to seek or obtain Regulatory Approvals or other applicable Regulatory Materials and (ii) as set forth in ARTICLE 15 (Antitrust Matters);
(e) the execution and delivery of this Agreement and the performance of such Party's ’s obligations hereunder: (i) do not conflict with or violate any requirement of Applicable Laws, regulations or orders of Governmental Authorities, (ii) do not conflict with, or constitute a breach or default under, any contractual obligation of such Party, and (iii) do not conflict with or result in a breach of any provision of the organizational documents of such Party; and
(f) (i) neither such Party nor, to the knowledge of Novartis and the Knowledge of Licensor, any employee, agent or subcontractor of such Party involved or to be involved in the Development of the Licensed Products has been debarred under this AgreementSubsection (a) or (b) of Section 306 of the Act (each, a “Debarred Person”); and (ii) to the knowledge of Novartis and the Knowledge of Licensor, no Debarred Person on any of the FDA clinical investigator enforcement lists (including the (1) Disqualified/Totally Restricted List, (2) Restricted List and (3) Adequate Assurances List) will participate in the performance of any activities hereunder.
Appears in 1 contract
Mutual Representations and Warranties. Adolor and GSK each represents ------------------------------------- and warrants to the other as of the Effective Date that:
13.1.1 9.1.1 Such Party (a) is a company duly organized, validly existing, and in good standing under the Laws of its incorporation; (b) is duly qualified as a corporation and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (c) has the requisite corporate power and authority and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; (d) has or will shall obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will shall make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documents;
13.1.2 9.1.2 The execution, delivery and performance of this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder (a) are within the corporate power of such Party; (b) have been duly authorized by all necessary or proper corporate action; (c) do not conflict with any provision of the charter documents of such Party; (d) will shall not, to the best of such Party's ’s knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will shall not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party is a party, or by which such Party or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder;
13.1.3 9.1.3 This Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as such enforceability may be limited by applicable insolvency and other Laws affecting creditors' ’ rights generally, or by the availability of equitable remedies; and;
13.1.4 9.1.4 All of its employees, officers, and consultants have executed agreements or have existing obligations under law requiring assignment to such Party of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's ’s Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's ’s obligations under this Agreement; and
9.1.5 To the best of its knowledge after due inquiry, neither Party nor any of its respective Affiliates is a party to or otherwise bound by any oral or written contract or agreement that shall result in any Person obtaining any interest in, or that would give to any Person any right to assert any claim in or with respect to, any of the other Party’s rights under this Agreement.
Appears in 1 contract
Sources: Row Supply Agreement (Adolor Corp)
Mutual Representations and Warranties. Adolor and GSK each ELECTRONICALLY FILED - 2023 March 6 3:13 PM - SCPSC - Docket # 2023-15-E - Page 43 of 69 Effective on Approval of the Public Service Commission of South Carolina
(a) Each Party represents ------------------------------------- and warrants to the other Party throughout the Term (except as of the Effective Date otherwise provided herein) that, subject to any Regulatory Event as set forth in Section 15.21 below:
13.1.1 Such Party (ai) it is a company duly organizedorganized or formed, as the case may be, validly existing, existing and in good standing under the Laws laws of the jurisdiction of its incorporation; organization, incorporation or formation;
(bii) is duly qualified as a corporation it has the power to execute and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability deliver this Agreement and to perform its obligations hereunder; (c) under this Agreement and has the requisite corporate power and authority and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; (d) has or will obtain taken all necessary licensescorporate, permitslimited liability company, consentspartnership, or approvals from or by, governmental and/or other actions to authorize such execution and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documents;
13.1.2 The execution, delivery and performance of such obligations;
(iii) its execution and delivery of this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder (a) are within the corporate power its performance of such Party; (b) have been duly authorized by all necessary or proper corporate action; (c) its obligations under this Agreement do not conflict with any provision of the charter documents of such Party; (d) will not, to the best of such Party's knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms law applicable to it; with any provision of its charter or bylaws (or comparable constituent documents); with any order or judgment of any indenture, mortgage, deed of trust, lease, agreement, court or other instrument agency of government applicable to which such Party is a party, or by which such Party it or any of its property is bound, which violation would have a material adverse effect assets; or with any contractual restriction binding on or affecting it or any of its financial condition or on its ability to perform its obligations hereunderassets;
13.1.3 This (iv) except as provided in Sections 15.17 and 15.18, all authorizations of and exemptions, actions or approvals by, and all notices to or filings with, any Government Agency that are required to have been obtained or made by it at the time this representation is made with respect to this Agreement has have been duly executed obtained or made and delivered by are in full force and effect, and all conditions of any such Party and authorizations, exemptions, actions or approvals have been complied with;
(v) this Agreement constitutes a the Party’s legal, valid and binding obligation of such Partyobligation, enforceable against such Party it in accordance with its terms, except as such enforceability may be limited by applicable insolvency and other Laws affecting creditors' rights generally, or by the availability of equitable remedies; and
13.1.4 All (vi) As of its employeesthe Effective Date, officersthere is no pending, and consultants have executed agreements or have existing obligations under law requiring assignment to such Party the knowledge of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals threatened action or proceeding affecting the Party before any Governmental Agency that purports to maintain as confidential such Party's Confidential Informationaffect the legality, as well as the Confidential Information validity or enforceability of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's obligations under this Agreement.
Appears in 1 contract
Sources: Power Purchase Agreement
Mutual Representations and Warranties. Adolor and GSK each Each Party represents ------------------------------------- and warrants to the other Party, as of the Execution Date and as of the Effective Date (as though then made), that:
13.1.1 Such Party (a) such Party is a company duly organized, validly existing, existing and in good standing under the Laws of the jurisdiction of its incorporation; incorporation or organization;
(b) is duly qualified as a corporation such Party has taken all action necessary to authorize the execution and in good standing under delivery of this Agreement and the Laws of each jurisdiction where its ownership or lease of property or the conduct performance of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; under this Agreement;
(c) has this Agreement is a legal and valid obligation of such Party, binding upon such Party and enforceable against such Party in accordance with the requisite corporate power terms of this Agreement, except as enforcement may be limited by applicable bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium and authority other laws relating to or affecting creditors’ rights generally and by general equitable principles including judicial principles affecting the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; availability of specific performance;
(d) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documents;
13.1.2 The execution, delivery and performance of this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder (a) are within the corporate power of such Party; (b) have been duly authorized by all necessary or proper corporate action; (c) do does not conflict with with, breach or create in any provision of Person the charter documents of such Party; (d) will notright to accelerate, to the best of such Party's knowledge, violate terminate or modify any law agreement or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party is a party, party or by which such Party or any of its property is bound, which violation and does not violate any Law of any Governmental Body having authority over such Party (assuming compliance with Antitrust Law), such Party’s charter documents, bylaws or other organizational documents or any order, writ, judgment, injunction, decree, determination or award of any court or Governmental Body presently in effect applicable to such Party;
(e) such Party is not under any obligation, contractual or otherwise, to any Person that conflicts with or is inconsistent in any respect with the terms of this Agreement or would have a material adverse effect on its financial condition or on its ability to perform adversely affect the diligent and complete fulfillment of its obligations hereunder;
13.1.3 This Agreement has been duly executed and delivered by (f) such Party has all right, power and constitutes a legal, valid authority to enter into this Agreement and binding obligation of such Party, enforceable against such Party in accordance with to perform its terms, except as such enforceability may be limited by applicable insolvency and other Laws affecting creditors' rights generally, or by the availability of equitable remedies; and
13.1.4 All of its employees, officers, and consultants have executed agreements or have existing obligations under law requiring assignment to such Party of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's obligations under this Agreement, and it has the right to grant to the other the licenses and sublicenses granted pursuant to this Agreement;
(g) there is no pending proceeding that has been commenced against such Party that challenges, or would reasonably be expected to have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the transactions contemplated hereby;
(h) neither such Party nor any of its Affiliates has employed or otherwise used in any capacity the services of any Person debarred under applicable Law, including under 21 U.S.C. § 335a or any foreign equivalent thereof; and
(i) except as set forth in Article 12, no consent, approval or authorization by any Person or Governmental Body is required with respect to the execution and delivery of this Agreement by it or the consummation by it of the transactions contemplated hereby.
Appears in 1 contract
Mutual Representations and Warranties. Adolor Theravance and GSK each represents ------------------------------------- and warrants to the other as of the Effective Date that:
13.1.1 11.1.1 Such Party (a) is a company duly organized, validly existing, and in good standing under the Laws of its incorporation; (b) is duly qualified as a corporation and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (c) has the requisite corporate power and authority and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; (d) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documents;
13.1.2 11.1.2 The execution, delivery and performance of this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder (a) are within the corporate power of such Party; (b) have been duly authorized by all necessary or proper corporate action; (c) do not conflict with any provision of the charter documents of such Party; (d) will not, to the best of such Party's ’s knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party is a partyParty, or by which such Party or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder;
13.1.3 11.1.3 This Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as such enforceability may be limited by applicable insolvency and other Laws affecting creditors' ’ rights generally, or by the availability of equitable remedies; and
13.1.4 11.1.4 All of its employees, officers, and consultants have executed agreements or have existing obligations under law requiring assignment to such Party of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's ’s Confidential Information, as well as .
11.1.5 Nothing contained in this Agreement shall give a Party the right to use the Confidential Information received from the other Party in connection with any activity other than Development and Commercialization of Persons doing business an Alliance Product consistent with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's obligations under this Agreement.
Appears in 1 contract
Mutual Representations and Warranties. Adolor and GSK each Each Party represents ------------------------------------- and warrants to the other Party, as of the Effective Date Date, and covenants to the other Party, that:
13.1.1 Such Party (a) 12.1.1 it is a company corporation duly organized, validly existing, and in good standing under the Laws laws of the jurisdiction of its incorporation; (b) is duly qualified as a corporation and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (c) has the requisite corporate power and authority and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; (d) has or will obtain all necessary licenses, permits, consents, or approvals from or byorganization, and has made all requisite power and authority, corporate or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Partyotherwise, to the extent required for the ownership execute, deliver, and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documentsthis Agreement;
13.1.2 The execution, 12.1.2 its execution and delivery and performance of this Agreement and the performance by such Party and all instruments and documents to be delivered by such Party hereunder (a) are within it of the corporate power of such Party; (b) transactions contemplated hereby have been duly authorized by all necessary or proper corporate action; (c) action and do not conflict violate such Party’s charter documents, bylaws, or other organizational documents or any order, writ, judgment, injunction, decree, determination, or award of any court or governmental agency presently in effect applicable to such Party;
12.1.3 this Agreement is a legal, valid, and binding obligation of such Party enforceable against it in accordance with its terms and conditions, subject to the effects of bankruptcy, insolvency, or other laws of general application affecting the enforcement of creditor rights, judicial principles affecting the availability of specific performance, and general principles of equity (whether enforceability is considered a proceeding at law or equity); [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.
12.1.4 it is not under any obligation, contractual or otherwise, to any Person that conflicts with the terms of this Agreement or that would impede the diligent and complete fulfillment of its obligations hereunder; and
(a) neither such Party nor any of its Affiliates has been debarred or is subject to debarment pursuant to Section 306 of the FFDCA or any similar provision of other Applicable Law, and neither such Party nor any of its Affiliates will use in any capacity, in connection with the charter documents performance of activities under this Agreement, any Person who has been debarred pursuant to Section 306 of the FFDCA or any similar provision of other Applicable Law, or who is the subject of a conviction described in such section or any similar provision of other Applicable Law; and (b) such Party shall inform the other Party in writing promptly if it or any of its Affiliates or any Person who is performing any of such Party; (d) will not’s activities under this Agreement is debarred or is the subject of a conviction described in Section 306 of the FFDCA or any similar provision of other Applicable Law, or if any action, suit, claim, investigation or legal or administrative proceeding is pending or, to the best of such Party's ’s knowledge, violate any law is threatened, relating to the debarment or regulation conviction under Section 306 of the FFDCA or any order or decree similar provision of any court other Applicable Law of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party is a party, or by which such Party or any of its property Affiliates or any Person who is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder;
13.1.3 This Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation performing any of such Party, enforceable against such Party in accordance with its terms, except as such enforceability may be limited by applicable insolvency and other Laws affecting creditors' rights generally, or by the availability of equitable remedies; and
13.1.4 All of its employees, officers, and consultants have executed agreements or have existing obligations under law requiring assignment to such Party of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's obligations ’s activities under this Agreement.
Appears in 1 contract
Sources: Clinical Study Collaboration and Supply Agreement (IDEAYA Biosciences, Inc.)
Mutual Representations and Warranties. Adolor and GSK each Each Party hereby represents ------------------------------------- and warrants to the other Party, as of the Effective Date thatDate, as follows:
13.1.1 Such Party (a) Such Party: (i) is a company duly organized, validly existing, formed and in good standing under the Laws laws of the jurisdiction of its incorporation; formation, (b) is duly qualified as a corporation and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (cii) has the requisite corporate power and authority and the legal right to conduct its business as now conducted enter into this Agreement and hereafter contemplated to be conducted; (d) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; , and (eiii) is in compliance with has taken all necessary action on its charter documents;
13.1.2 The execution, part required to authorize the execution and delivery and performance of this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder (a) are within the corporate power performance of such Party; (b) have been duly authorized by all necessary or proper corporate action; (c) do not conflict with any provision of the charter documents of such Party; (d) will not, to the best of such Party's knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party is a party, or by which such Party or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder;
13.1.3 This (b) Upon execution, this Agreement has will have been duly executed and delivered by on behalf of such Party and constitutes a legal, valid and binding obligation of such Party, Party and is enforceable against such Party it in accordance with its terms, except as such enforceability may be limited by applicable subject to the effects of bankruptcy, insolvency or other similar laws of general application affecting the enforcement of creditor rights and other Laws judicial principles affecting creditors' rights generally, or by the availability of equitable remediesspecific performance and general principles of equity, whether enforceability is considered a proceeding at law or equity;
(c) All necessary consents, approvals and authorizations of all regulatory and governmental authorities and other Persons required to be obtained by such Party in connection with the execution and delivery of this Agreement and the performance of its obligations hereunder have been obtained; except with respect to the receipt by VSI of Regulatory Approval for certain Products; and
13.1.4 All (d) The execution and delivery of its employeesthis Agreement and the performance of such Party’s obligations hereunder: (i) do not conflict with or violate any requirement of Applicable Laws or any provision of the articles of incorporation, officersbylaws or limited partnership agreement of such Party; and (ii) do not conflict with, and consultants have executed agreements violate, or have existing obligations under law requiring assignment to breach, or constitute a default or require any further consent under, any contractual obligation or court or administrative order by which such Party of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's obligations under this Agreementis bound.
Appears in 1 contract
Mutual Representations and Warranties. Adolor Theravance and GSK each represents ------------------------------------- and warrants to the other as of the Effective Date that:
13.1.1 11.1.1 Such Party (a) is a company duly organized, validly existing, and in good standing under the Laws of its incorporation; (b) is duly qualified as a corporation and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (c) has the requisite corporate power and authority and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; (d) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documents;
13.1.2 11.1.2 The execution, delivery and performance of this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder (a) are within the corporate power of such Party; (b) have been duly authorized by all necessary or proper corporate action; (c) do not conflict with any provision of the charter documents of such Party; (d) will not, to the best of such Party's ’s knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party is a party, or by which such Party or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder;
13.1.3 11.1.3 This Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as such enforceability may be limited by applicable insolvency and other Laws affecting creditors' ’ rights generally, or by the availability of equitable remedies; and
13.1.4 11.1.4 All of its employees, officers, and consultants have executed agreements or have existing obligations under law requiring assignment to such Party of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's ’s Confidential Information, as well as .
11.1.5 Nothing contained in this Agreement shall give a Party the right to use the Confidential Information received from the other Party in connection with any activity other than Development and Commercialization of Persons doing business a Pooled Compound or Collaboration Product consistent with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's obligations under this Agreement.
11.1.6 As soon as practicably possible after the Effective Date, the Parties will each deliver to each other a schedule listing (i) in the case of GSK, GSK Patents as of the date of signature of this Agreement and (ii) in the case of Theravance, Theravance Patents as of the date of signature of this Agreement.
Appears in 1 contract
Mutual Representations and Warranties. Adolor Each Party hereby represents, warrants and GSK each represents ------------------------------------- and warrants covenants to the other as of the Effective Date Party that:
13.1.1 Such Party (a) such Party is a company corporation or entity duly organized, validly existing, existing and in good standing under the Laws laws of its incorporation; (b) is duly qualified as a corporation state or country of incorporation and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (c) has the requisite full corporate power and authority to enter into this Agreement and to carry out the provisions hereof;
(b) such Party is duly authorized, by all requisite corporate action, to execute and deliver this Agreement and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; (d) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documents;
13.1.2 The execution, delivery and performance of this Agreement by such Party does not require any shareholder action or approval and all instruments and documents to be delivered by the Person executing this Agreement on behalf of such Party hereunder is duly authorized to do so by all requisite corporate action;
(ac) are within no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the corporate power part of such Party in connection with the valid execution, delivery and performance of this Agreement, except where the failure to obtain any of the foregoing would not have a material adverse impact on the ability of such Party to meet its obligations hereunder;
(d) this Agreement is a legal and valid obligation binding upon such Party and enforceable in accordance with its terms except as enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights and (ii) equitable principles of general applicability; and Certain identified information marked with [***] has been excluded from this exhibit because it is not material and is of the type that the registrant treats as private and confidential.
(e) the execution, delivery and performance by it of this Agreement and its compliance with the terms and provisions of this Agreement does not and will not conflict with or result in a breach of any of the terms or provisions of (i) any other contractual or other obligations of such Party; , (bii) have been duly authorized by all necessary the provisions of its charter, operating documents or proper corporate action; bylaws, or (ciii) do not conflict with any provision of the charter documents of such Party; (d) will notorder, to the best of such Party's knowledgewrit, violate any law or regulation or any order injunction or decree of any court of or governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party is a party, authority entered against it or by which such Party it or any of its property is bound, which violation bound except where such breach or conflict would have a material adverse effect on its financial condition or on its not materially impact the Party’s ability to perform meet its obligations hereunder;
13.1.3 This Agreement has been duly executed ; and delivered by such Party it shall comply in all material respects with all laws, rules and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with regulations applicable to its terms, except as such enforceability may be limited by applicable insolvency and other Laws affecting creditors' rights generally, or by the availability of equitable remedies; and
13.1.4 All of its employees, officers, and consultants have executed agreements or have existing obligations under law requiring assignment to such Party of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's obligations performance under this Agreement, including requirements relating to listing clinical trials on ▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.
Appears in 1 contract
Mutual Representations and Warranties. Adolor Each Party hereby represents, warrants, and GSK each represents ------------------------------------- and warrants covenants (as applicable) to the other Party as follows, as of the Effective Date thatDate:
13.1.1 Such Party (a) is a company duly organized, validly existing, It has the corporate power and in good standing under the Laws of its incorporation; (b) is duly qualified as a corporation authority to execute and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability deliver this Agreement and to perform its obligations hereunder; (c) has the requisite corporate power and authority , and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; (d) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documents;
13.1.2 The execution, delivery and performance of this Agreement has been duly and validly authorized and approved by such Party and all instruments and documents to be delivered by such Party hereunder (a) are within proper corporate action on the corporate power part of such Party; (b) have been duly authorized by all necessary or proper corporate action; (c) do not conflict with any provision . Assuming due authorization, execution and delivery on the part of the charter documents of such other Party; (d) will not, to the best of such Party's knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party is a party, or by which such Party or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder;
13.1.3 This this Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party Party, in accordance with its terms.
(b) The execution and delivery of this Agreement by it and the performance by it contemplated hereunder will not violate any Applicable Laws, except as such enforceability may be limited by and, to its knowledge, it is in compliance in all material respects with all material Applicable Laws applicable insolvency and other Laws affecting creditors' rights generallyto the subject matter of this Agreement.
(c) It is not a party to any agreement or arrangement with any Third Party or under any obligation or restriction (including any outstanding order, judgment or by the availability decree of equitable remedies; and
13.1.4 All any court or administrative agency) which in any way limits or conflicts with its ability to fulfill any of its employees, officers, and consultants have executed agreements or have existing obligations under law requiring assignment to such Party of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's obligations under this Agreement.
(d) Except with respect to Regulatory Approvals for the Development, Manufacturing or Commercialization of the Product or as otherwise described in this Agreement, (i)all necessary consents, approvals and authorizations of, and (ii)all notices to, and filings by such Party with, all Governmental Authorities and other Persons required to be obtained or provided by such Party as of the Effective Date in connection with the execution, delivery and performance of this Agreement have been obtained and provided, except for those approvals, if any, not required at the time of execution of this Agreement.
(e) In the course of the Development of Products, such Party has not used prior to the Effective Date and shall not use, during the Term, any employee, agent or, to its knowledge, independent contractor who has been debarred by any Regulatory Authority, or, to such Party’s knowledge, is the subject of debarment proceedings by a Regulatory Authority.
Appears in 1 contract
Sources: Development, Commercialization and Supply Agreement (Amarin Corp Plc\uk)
Mutual Representations and Warranties. Adolor The Parties each represent and GSK each represents ------------------------------------- and warrants warrant to the other others as of the date of this Agreement and as of the Effective Date that:
13.1.1 8.1.1 Such Party (a) is a company duly organized, validly existing, and in good standing under the Laws of its incorporation; (b) is duly qualified as a corporation and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (c) has the requisite corporate power and authority and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; (d) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documents;
13.1.2 8.1.2 The execution, delivery and performance of this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder (a) are within the corporate power of such Party; (b) have been duly authorized by all necessary or proper corporate action; (c) do not conflict with any provision of the charter documents of such Party; (d) will not, to the best of such Party's ’s knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party is a party, or by which such Party or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder;
13.1.3 8.1.3 This Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as such enforceability may be limited by applicable insolvency and other Laws affecting creditors' ’ rights generally, or by the availability of equitable remedies; and;
13.1.4 8.1.4 All of its employees, officers, and consultants have executed agreements or have existing obligations under law requiring assignment to such Party of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's ’s Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's ’s obligations under this Agreement; and
8.1.5 It has commercialized the POI Product (as defined in the Collaboration Agreement) in the Territory in compliance with all applicable Laws.
Appears in 1 contract
Sources: Termination Agreement (Adolor Corp)
Mutual Representations and Warranties. Adolor and GSK each ELECTRONICALLY FILED - 2023 March 6 3:13 PM - SCPSC - Docket # 2023-15-E - Page 44 of 71 Effective on Approval of the Public Service Commission of South Carolina
(a) Each Party represents ------------------------------------- and warrants to the other Party throughout the Term (except as of the Effective Date otherwise provided herein) that, subject to any Regulatory Event as set forth in Section 15.21 below:
13.1.1 Such Party (ai) it is a company duly organizedorganized or formed, as the case may be, validly existing, existing and in good standing under the Laws laws of the jurisdiction of its incorporation; organization, incorporation or formation;
(bii) is duly qualified as a corporation it has the power to execute and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability deliver this Agreement and to perform its obligations hereunder; (c) under this Agreement and has the requisite corporate power and authority and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; (d) has or will obtain taken all necessary licensescorporate, permitslimited liability company, consentspartnership, or approvals from or by, governmental and/or other actions to authorize such execution and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documents;
13.1.2 The execution, delivery and performance of such obligations;
(iii) its execution and delivery of this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder (a) are within the corporate power its performance of such Party; (b) have been duly authorized by all necessary or proper corporate action; (c) its obligations under this Agreement do not conflict with any provision of the charter documents of such Party; (d) will not, to the best of such Party's knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms law applicable to it; with any provision of its charter or bylaws (or comparable constituent documents); with any order or judgment of any indenture, mortgage, deed of trust, lease, agreement, court or other instrument agency of government applicable to which such Party is a party, or by which such Party it or any of its property is bound, which violation would have a material adverse effect assets; or with any contractual restriction binding on or affecting it or any of its financial condition or on its ability to perform its obligations hereunderassets;
13.1.3 This (iv) except as provided in Sections 15.17 and 15.18, all authorizations of and exemptions, actions or approvals by, and all notices to or filings with, any Government Agency that are required to have been obtained or made by it at the time this representation is made with respect to this Agreement has have been duly executed obtained or made and delivered by are in full force and effect, and all conditions of any such Party and authorizations, exemptions, actions or approvals have been complied with;
(v) this Agreement constitutes a the Party’s legal, valid and binding obligation of such Partyobligation, enforceable against such Party it in accordance with its terms, except as such enforceability may be limited by applicable insolvency and other Laws affecting creditors' rights generally, or by the availability of equitable remedies; and
13.1.4 All (vi) As of its employeesthe Effective Date, officersthere is no pending, and consultants have executed agreements or have existing obligations under law requiring assignment to such Party the knowledge of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals threatened action or proceeding affecting the Party before any Governmental Agency that purports to maintain as confidential such Party's Confidential Informationaffect the legality, as well as the Confidential Information validity or enforceability of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's obligations under this Agreement.
Appears in 1 contract
Sources: Power Purchase Agreement
Mutual Representations and Warranties. Adolor and GSK each represents ------------------------------------- and warrants to the other as of the Effective Date that:
13.1.1 10.1.1 Such Party (a) is a company duly organized, validly existing, and in good standing under the Laws of its incorporation; (b) is duly qualified as a corporation and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (c) has the requisite corporate power and authority and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; (d) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documents;
13.1.2 10.1.2 The execution, delivery and performance of this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder (a) are within the corporate power of such Party; (b) have been duly authorized by all necessary or proper corporate action; (c) do not conflict with any provision of the charter documents of such Party; (d) will not, to the best of such Party's ’s knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party is a party, or by which such Party or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder;
13.1.3 10.1.3 This Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as such enforceability may be limited by applicable insolvency and other Laws affecting creditors' ’ rights generally, or by the availability of equitable remedies; and
13.1.4 All 10.1.4 Neither Party has, nor will pay, offer or promise to pay, or authorize the payment directly or indirectly of its employeesany moneys or anything of value to any government official or employee, officers, and consultants have executed agreements or have existing obligations under law requiring assignment any political party or candidate for political office for the purpose of influencing any act or decision of such official or of the government to such Party of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals obtain or retain business or direct business to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's obligations under this Agreementany person.
Appears in 1 contract
Mutual Representations and Warranties. Adolor THERAVANCE and GSK ASTELLAS each represents ------------------------------------- and warrants to the other as of the Effective Signing Date that:
13.1.1 Such (a) such Party (ai) is a company duly organized, validly existing, and in good standing under the Laws of its jurisdiction of incorporation; (bii) is duly qualified as a corporation and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (cii) has the requisite corporate power and authority and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; (div) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (ev) is in compliance with its charter documents;
13.1.2 The (b) the execution, delivery and performance of this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder (ai) are within the corporate power of such Party; (bii) have been duly authorized by all necessary or proper corporate action; (ciii) do not conflict with any provision of the charter documents of such Party; (div) will not, to the best of such Party's ’s knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; (ev) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party is a party, or by which such Party or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder or the other Party’s enjoyment of its rights hereunder;
13.1.3 This (c) this Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as such enforceability may be limited by applicable insolvency and other Laws affecting creditors' ’ rights generally, or by the availability of equitable remedies; and
13.1.4 All (d) all of its employees, officers, and consultants have executed agreements or have existing obligations under law requiring assignment to such Party of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's ’s Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's obligations under this Agreement.
Appears in 1 contract
Sources: License, Development and Commercialization Agreement (Theravance Inc)
Mutual Representations and Warranties. Adolor Theravance and GSK each represents ------------------------------------- and warrants to the other as of the Effective Date that:
13.1.1 11.1.1 Such Party (a) is a company duly organized, validly existing, and in good standing under the Laws of its incorporation; (b) is duly qualified as a corporation and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (c) has the requisite corporate power and authority and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; (d) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documents;
13.1.2 11.1.2 The execution, delivery and performance of this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder (a) are within the corporate power of such Party; (b) have been duly authorized by all necessary or proper corporate action; (c) do not conflict with any provision of the charter documents of such Party; (d) will not, to the best of such Party's knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party is a partyParty, or by which such Party or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder;
13.1.3 11.1.3 This Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as such enforceability may be limited by applicable insolvency and other Laws affecting creditors' rights generally, or by the availability of equitable remedies; and
13.1.4 All of its employees, officers, and consultants have executed agreements or have existing obligations under law requiring assignment to such Party of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's obligations under this Agreement.
Appears in 1 contract
Mutual Representations and Warranties. Adolor and GSK each Each of the Parties hereby represents ------------------------------------- and warrants to the other Party as of the Effective Date thatfollows:
13.1.1 Such Party (a) such Party (i) is a company corporation duly organized, validly existing, existing and in good standing under the Laws laws of its incorporation; the state in which it is incorporated, (b) is duly qualified as a corporation and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (cii) has the requisite corporate power and authority and the legal right to conduct own and operate its property and assets, to lease the property and assets it operates under lease, and to carry on its business as it is now conducted and hereafter contemplated to be being conducted; (d) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make (iii) is in compliance with all necessary notices torequirements of applicable law, all Governmental Authorities having jurisdiction over such Party, except to the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, that any noncompliance would not have a material adverse effect on its the properties, business, financial or other condition or its of such Party and would not materially adversely affect such Party's ability to perform its obligations hereunder; under this Agreement;
(b) this Agreement is a legal and (e) is valid obligation binding upon such Party and enforceable in compliance accordance with its charter documents;
13.1.2 The terms, and the execution, delivery and performance of this the Agreement by such Party and all instruments and documents to be delivered by such Party hereunder (a) are within the corporate power of such Party; (b) have been duly authorized by all necessary or proper corporate action; (c) do does not conflict with any provision agreement, instrument or understanding, oral or written, to which it is a Party or by which it is bound, nor violate any law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it. Each Party expressly represents and warrants that it has the full power and authority to enter into this Agreement and to carry out the obligations contemplated hereby;
(c) such Party has not, and during the term of the charter documents of such Party; Agreement will not, grant any right to any Third Party relating to its respective Patents and Know-How in the Field in the Territory which would conflict with the rights granted to the other Party hereunder;
(d) will notit has taken all necessary corporate action on its part to authorize the execution and delivery of this Agreement. Each Party expressly represents and warrants that it owns (in whole or in part) or Controls all Patents and that are the subject of the licenses granted to the other Party herein; and
(e) that with respect to all regulatory filings to obtain Regulatory Approvals, the data and information in each Party's submissions shall, to the best of such each Party's knowledge, violate any law be free from fraud or regulation material falsity, that the Regulatory Approvals will not be obtained either through bribery or any order the payment of illegal gratuities, that the data and information in each Party's submissions are and shall be accurate and reliable for purposes of supporting approval of the submissions, and that the Regulatory Approvals shall be obtained without illegal or decree unethical behavior of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party is a party, or by which such Party or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunderkind;
13.1.3 This Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as such enforceability may be limited by applicable insolvency and other Laws affecting creditors' rights generally, or by the availability of equitable remedies; and
13.1.4 All of its employees, officers, and consultants have executed agreements or have existing obligations under law requiring assignment to such Party of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's obligations under this Agreement.
Appears in 1 contract
Mutual Representations and Warranties. Adolor and GSK each Each Party represents ------------------------------------- and warrants to the other Party that, as of the Effective Date thatDate:
13.1.1 Such 10.1.1 such Party (a) is a company corporation duly organized, validly existing, existing and in good standing under the Laws laws of its incorporation; (b) is duly qualified as a corporation and in good standing under the Laws jurisdiction of each jurisdiction where its ownership incorporation or lease of property or the conduct of its business requires formation;
10.1.2 such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (c) Party has the all requisite corporate power and corporate authority to enter into this Agreement and to carry out its obligations under this Agreement;
10.1.3 all requisite corporate action on the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; (d) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over part of such Party, to the extent its directors and stockholders required by Applicable Law for the ownership authorization, execution and operation delivery by such Party of its businessthis Agreement, where and the failure to obtain performance of all obligations of such licensesParty under this Agreement, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documentshas been taken;
13.1.2 The 10.1.4 the execution, delivery and performance of this Agreement Agreement, and compliance with the provisions of this Agreement, by such Party do not and all instruments and documents to be delivered by such Party hereunder will not: (a) are within the corporate power of such Party; (b) have been duly authorized by all necessary or proper corporate action; (c) do not conflict with violate any provision of the charter documents of such Party; (d) will not, to the best of such Party's knowledge, violate any law or regulation Applicable Law or any order ruling, writ, injunction, order, permit, judgment or decree of any court Governmental Authority, (b) constitute a breach of, or default under (or an event which, with notice or lapse of governmental instrumentality; (etime or both, would become a default under) will not violate or conflict with with, or give rise to any terms right of termination, cancellation or acceleration of, or adversely affect any indenturerights under, mortgage, deed of trust, lease, any agreement, arrangement or other instrument to which such Party is a partyinstrument, whether written or oral, by which such Party or any of its property assets are bound (including, in the case of CymaBay, the CymaBay Licensed Technology and the Licensed Products), or (c) violate or conflict with any of the provisions of such Party’s organizational documents (including any articles or memoranda of organization or association, charter, bylaws or similar documents); and
10.1.5 no consent, approval, authorization or other order of, or filing with, or notice to, any Governmental Authority or other Third Party is bound, which violation would have a material adverse effect on its financial condition required to be obtained or on its ability to perform its obligations hereunder;
13.1.3 This Agreement has been duly executed and delivered made by such Party in connection with the authorization, execution and delivery by such Party of this Agreement.
10.1.6 this Agreement constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as such enforceability may be limited by applicable insolvency and other Laws equitable principles or bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' ’ rights generally, or by the availability of equitable remedies; and
13.1.4 All of its employees, officers, and consultants have executed agreements or have existing obligations under law requiring assignment to such Party of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's obligations under this Agreement.
Appears in 1 contract
Sources: Collaboration and License Agreement (CymaBay Therapeutics, Inc.)
Mutual Representations and Warranties. Adolor and GSK each Each Party represents ------------------------------------- and warrants to the other Parties as of the Effective Date thatfollows:
13.1.1 Such Party (a) Such Party is a company duly organized, organized and validly existing, existing under the laws of the jurisdiction of its organization and is in good standing under the Laws of its incorporation; in such jurisdiction.
(b) is duly qualified as a corporation Such Party has all requisite legal and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (c) has the requisite corporate power and authority to execute, deliver and perform the legal right to conduct its business as now conducted obligations under this Agreement and hereafter contemplated to be conducted; (d) has or will obtain taken all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over action to authorize such Party, to the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documents;
13.1.2 The execution, delivery and performance of this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder (a) are within the corporate power of such Party; (b) have been duly authorized by all necessary or proper corporate action; performance.
(c) do not conflict with any provision of the charter documents of such Party; (d) will not, to the best of such Party's knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party is a party, or by which such Party or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder;
13.1.3 This Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as such enforceability may be limited by applicable insolvency and subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws similar laws affecting creditors' ’ rights generallygenerally and (ii) general equitable principles (whether considered in a proceeding in equity or at law).
(d) The execution and delivery of this Agreement by such Party does not, and the performance by such Party of the transactions contemplated by this Agreement does not (i) conflict with, or by the availability of equitable remedies; and
13.1.4 All result in a violation or breach of, any provision of its employeescharter or bylaws (or equivalent organizational documents), officers(ii) conflict with, and consultants have executed agreements or have existing obligations result in any violation or breach of, or constitute (with or without notice of lapse of time, or both) a default under law requiring assignment or require a consent or waiver under, any of the terms, conditions or provisions of any contractual restriction binding on such Party or affecting such Party or any of its assets, or (iii) conflict with or violate any order of any governmental authority applicable to such Party or any of all Inventions made its assets.
(e) All consents, approvals, authorizations, notices to or filings with any governmental authority or any third party that are required to have been obtained by such individuals during Party with respect to this Agreement and the course transactions contemplated hereby have been obtained and are in full force and effect and all conditions of any such consents, approvals, authorizations, notices or filings have been complied with.
(f) The obligations under this Agreement constitute legal, valid and as the result binding obligations of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business enforceable in accordance with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's obligations under this Agreementrespective terms.
Appears in 1 contract
Sources: Mutual Termination Agreement and Release (Air Transport Services Group, Inc.)
Mutual Representations and Warranties. Adolor Each Party hereby represents, warrants and GSK each represents ------------------------------------- and warrants covenants to the other as of the Effective Date Party that:
13.1.1 Such Party (a) the execution, delivery to the other Party and performance by it of this Agreement and its compliance with the terms and provisions of this Agreement does not and will not conflict, in any material respect, with or result in a breach of any of the terms or provisions of (i) any other contractual obligations of such Party, (ii) the provisions of its charter, operating documents or bylaws, or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which it or any of its property is bound except where such breach or conflict would not materially impact the Party's ability to meet its obligations hereunder,
(b) this Agreement is a company legal and valid obligation binding upon such Party and enforceable in accordance with its terms, including Section 10.4, except as (i) enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors' rights and (ii) equitable principles of general applicability;
(c) such Party is a corporation duly organized, validly existing, existing and in good standing under the Laws laws of its incorporation; (b) is duly qualified as a corporation the state or other jurisdiction of incorporation or formation and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (c) has the requisite full corporate power and authority to enter into this Agreement and to carry out the legal right to conduct its business as now conducted and hereafter contemplated provisions hereof except where failure to be conducted; in good standing would not materially impact the Party's ability to meet its obligations hereunder;
(d) has or will obtain such Party is duly authorized, by all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Partyrequisite corporate action, to execute and deliver this Agreement and the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documents;
13.1.2 The execution, delivery and performance of this Agreement by such Party does not require any shareholder action or approval, and all instruments and documents to be delivered by the Person executing this Agreement on behalf of such Party hereunder (a) are within the corporate power of such Party; (b) have been is duly authorized to so by all necessary or proper requisite corporate action; (c) do not conflict with any provision of the charter documents of such Party; (d) will not, to the best of such Party's knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; and
(e) will not violate no consent, approval, order or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreementauthorization of, or other instrument to which registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of such Party is a partyin connection with the valid execution, or by which such Party or delivery and performance of this Agreement, except for any filings under any applicable securities and anti-trust laws (including but not limited to any Hart-Scott-Rodino Act filing) ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇e the failure to obtain any of its property is bound, which violation the foregoing would not have a material adverse effect impact on its financial condition or on its the ability of such Party to perform meets its obligations hereunder;
13.1.3 This Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as such enforceability may be limited by applicable insolvency and other Laws affecting creditors' rights generally, or by the availability of equitable remedies; and
13.1.4 All of its employees, officers, and consultants have executed agreements or have existing obligations under law requiring assignment to such Party of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's obligations under this Agreement.
Appears in 1 contract
Sources: Collaboration and License Agreement (Neurocrine Biosciences Inc)
Mutual Representations and Warranties. Adolor Theravance and GSK Clinigen each represents ------------------------------------- and warrants to the other as of the Effective Date that:
13.1.1 Such Party (a) Such Party:
(i) is a company duly organized, validly existing, and in good standing under the Laws of its incorporation; ;
(bii) is duly qualified as a corporation and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; ;
(ciii) has the requisite corporate power and authority and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; ;
(div) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and and
(ev) is in compliance with its charter documents;
13.1.2 (b) The execution, delivery and performance of this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder hereunder:
(ai) are within the corporate power of such Party; ;
(bii) have been duly authorized by all necessary or proper corporate action; ;
(ciii) do not conflict with any provision of the charter documents of such Party; ;
(div) will not, to the best of such Party's ’s knowledge, violate any law Laws or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other ***CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 27 instrument to which such Party is a party, or by which such Party or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder;
13.1.3 (c) This Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as such enforceability may be limited by applicable insolvency and other Laws affecting creditors' ’ rights generally, or by the availability of equitable remedies; and
13.1.4 (d) All of its employees, officers, and consultants have executed agreements or have existing obligations under law Laws requiring assignment to such Party of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's ’s Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's obligations under this Agreement.
Appears in 1 contract
Sources: Commercialization Agreement
Mutual Representations and Warranties. Adolor and GSK each Article 59. Each Party hereby represents ------------------------------------- and warrants to the other Party that, ---------- as of the date hereof and as of the Effective Date thatDate:
13.1.1 Such (1) such Party (a) is a company duly organized, validly existing, existing and in good standing under the Laws laws of the place of its establishment or incorporation; ;
(b2) is duly qualified as a corporation such Party has carried out all procedures and in good standing obtained all approvals required under the Laws of each jurisdiction where its ownership or lease of property or laws and regulations to which it is subject, and has the conduct of its business requires requisite power under such qualificationlaws and regulations, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability enter into this Contract and to perform all of its obligations hereunder; ;
(c3) such Party has taken all internal actions necessary to authorize it to enter into and perform this Contract and its representative whose signature is affixed hereto is fully authorized to sign this Contract and to bind such Party thereby;
(4) upon the requisite corporate power and authority and date of this Contract, this Contract shall be legally binding on such Party;
(5) neither the legal right to conduct signature of this Contract nor the performance of its business as now conducted and hereafter contemplated to be conducted; (d) has or obligations hereunder will obtain all necessary licenses, permits, consentsconflict with, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvalsresult in a breach of, or to make such noticesconstitute a default under, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documents;
13.1.2 The execution, delivery and performance of this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder (a) are within the corporate power of such Party; (b) have been duly authorized by all necessary or proper corporate action; (c) do not conflict with any provision of the charter documents Articles of Association or By-Laws of such Party; , or any law, regulation, rule, authorization or approval of any government agency or body, or of any contract or agreement, to which such Party is a party or subject;
(d6) will notno lawsuit, arbitration, other legal or administrative proceeding, or governmental investigation is pending, or to the best of such Party's knowledgeknowledge threatened, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which against such Party is a party, that would affect in any way its ability to enter into or by which perform this Contract; and (7) such Party has disclosed all information in its possession relating to the Joint Venture establishment or any of its property is bound, future operations which violation would may have a material adverse effect on its financial condition or on its such Party's ability to fully perform its obligations hereunder;
13.1.3 This Agreement has been duly executed , or which if disclosed to the other Party, would have a material effect on the other Party's willingness to enter into this Contract, and delivered none of the information provided by such Party to the other Party contains any material statements which are false or misleading.
Article 60. Party A represents and constitutes a legalwarrants that as of the date of this ---------- Contract, valid it is in full compliance with all applicable PRC taxation laws, and binding obligation is not subject to any Tax Payment Guarantee or Enforcement Measures. Party A further represents and warrants that no administrative proceeding, or investigation is pending, or to the best of Party A's knowledge threatened, against Party A by the local tax authorities.
Article 61. Either Party shall indemnify the Joint Venture and the other ---------- Party for all losses, damages and claims, including without limitation any related interest, penalties, and reasonable attorneys' fees, in connection with any breach of its representations and warranties set forth in this Contract whatsoever ("Indemnification Liability"). Party A may, with Party B's written consent, discharge its Indemnification Liability to Party B, if any, in part or in whole, by assigning to Party B an amount of registered capital of the Joint Venture equivalent to the monetary value of the Indemnification Liability ("Monetary Value"). The Monetary Value of the Indemnification Liability shall be determined by an independent valuer appointed by the Joint Venture with the consent of both Parties, and the costs of such Partydetermination shall be borne by Party A. Party A's Indemnification Liability under this Article shall only be discharged upon completion of all government approvals and registration procedures necessary to legally effect the assignment of the registered capital of the Joint Venture to Party B. Any taxes, enforceable against such Party in accordance with its termsfees, except as such enforceability may be limited by applicable insolvency and other Laws affecting creditors' rights generallyduties, levies, or by other government charges whatsoever associated with the availability assignment of equitable remedies; and
13.1.4 All of its employees, officers, and consultants have executed agreements or have existing obligations under law requiring assignment registered capital to such Party of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's obligations B under this Agreement.Article shall be borne by Party A.
Appears in 1 contract
Sources: Joint Venture Agreement (Digital Video Systems Inc)
Mutual Representations and Warranties. Adolor VERTEX and GSK TREKtx each represents ------------------------------------- and warrants to the other as of the Effective Date that:
13.1.1 Such : (i) such Party (a) is a company duly organized, validly existing, and in good standing under the Laws laws of its jurisdiction of incorporation; , (b) is duly qualified as a corporation and in good standing under the Laws laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; , (c) has the requisite corporate power and authority and the legal right to conduct its business as now conducted conducted, and hereafter contemplated to be conducted; (d) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documents;
13.1.2 The ; (ii) the execution, delivery and performance of this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder (a) are within the corporate power of such Party; , (b) have been duly authorized by all necessary or proper corporate action; , (c) do not conflict with any provision of the charter documents of such Party; , (d) will not, to the best of such Party's ’s knowledge, violate any law laws or regulation or any order or decree of any court of or governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party is a party, or by which such Party or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder;
13.1.3 This ; and (iii) this Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as such enforceability may be limited by applicable insolvency and other Laws laws affecting creditors' ’ rights generally, or by the availability of equitable remedies; and
13.1.4 All of its employees, officers, and consultants have executed agreements or have existing obligations under law requiring assignment to such Party of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's obligations under this Agreement.
Appears in 1 contract
Sources: Assignment and License Agreement (BioSig Technologies, Inc.)
Mutual Representations and Warranties. Adolor and GSK each Each Party represents ------------------------------------- and warrants to the other Party that, as of the Effective Date thatDate:
13.1.1 Such Party (a) it is a company duly organized, validly existing, existing and in good standing under the Laws laws of the jurisdiction of its organization or incorporation; ;
(b) is duly qualified as a corporation it has the power to execute and in good standing deliver this Agreement and to perform its obligations under the Laws this Agreement and has taken all necessary corporate, company, partnership, governmental and/or other actions to authorize such execution and delivery and performance of each jurisdiction where such obligations;
(c) its ownership or lease execution and delivery of property or the conduct this Agreement and its performance of its obligations under this Agreement do not violate or conflict with any law applicable to it; with any provision of its charter or bylaws (or comparable constituent documents); with any order or judgment of any court or other agency of government applicable to it or any of its assets; or with any contractual restriction binding on or affecting it or any of its assets;
(d) there are no actions, suits, proceedings or investigations pending or, to the knowledge of the Party, threatened against it at law or in equity before any court or tribunal of the United States or any other jurisdiction that individually or in the aggregate could result in any materially adverse effect on the Party's business, properties, or assets or its condition, financial or otherwise, or in any impairment of its ability to perform its obligations under this Agreement;
(e) except as provided in Sections 15.17 and 15.18, all authorizations of and exemptions, actions or approvals by, and all notices to or filings with, any governmental authority that are required to have been obtained or made by it at the time this representation is made with respect to this Agreement have been obtained or made and are in full force and effect, and all conditions of any such authorizations, exemptions, actions or approvals have been complied with;
(f) the Party has knowledge of all laws and business requires practices that must be followed in performing its obligations under this Agreement and the Party is in compliance with all such qualification, where laws and business practices except to the extent that failure to be so qualified comply therewith would not, in the aggregate, have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (c) has the requisite corporate power and authority and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; (d) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such other Party, to the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documents;
13.1.2 The execution, delivery and performance of (g) this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder (a) are within constitutes the corporate power of such Party; (b) have been duly authorized by all necessary or proper corporate action; (c) do not conflict with any provision of the charter documents of such Party; (d) will not, to the best of such Party's knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party is a party, or by which such Party or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder;
13.1.3 This Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Partyobligation, enforceable against such Party it in accordance with its terms, except as such enforceability may be limited by applicable insolvency and other Laws affecting creditors' rights generally, or by the availability of equitable remedies; and
13.1.4 All (h) the Party covenants that, with the exception of its employees(d) above, officers, it will cause these representations and consultants have executed agreements or have existing obligations under law requiring assignment warranties to such Party be true and correct throughout the Term of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's obligations under this Agreement.
Appears in 1 contract
Sources: Power Purchase Agreement
Mutual Representations and Warranties. Adolor and GSK each As of the Effective Date, Each Party represents ------------------------------------- and warrants to the other as of the Effective Date Party, that:
13.1.1 Such 11.1.1 such Party (a) is a company duly organized, validly existing, and in good standing under the Laws of its incorporation; (b) is duly qualified as a corporation and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure incorporation and has full corporate power and authority to be so qualified would have a material adverse effect on its financial condition or its ability enter into this Agreement and to perform its obligations hereunder; (c) ;
11.1.2 such Party has taken all requisite action on its part to authorize the requisite corporate power execution and authority delivery of this Agreement and the legal right to conduct performance by such Party of its business as now conducted obligations hereunder;
11.1.3 this Agreement has been duly executed and hereafter contemplated to be conducted; (d) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over delivered on behalf of such Party, and constitutes a legal, valid, binding obligation of such Party, enforceable against it in accordance with the terms hereof, except to the extent required for that enforcement of the ownership rights and operation remedies created hereby is subject to (a) bankruptcy, insolvency, reorganization, moratorium and other similar laws of its business, where general application affecting the failure to obtain such licenses, permits, consents or approvalsrights and remedies of creditors, or to make such notices(b) laws governing specific performance, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; injunctive relief and (e) is in compliance with its charter documentsother equitable remedies;
13.1.2 The 11.1.4 the execution, delivery and performance of this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder (a) are within the corporate power of such Party; (b) have been duly authorized by all necessary does not constitute a breach or proper corporate action; (c) do not conflict with any provision of the charter documents of such Party; (d) will not, to the best of such Party's knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate default under or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, instrument, or other instrument understanding, oral or written, to which such Party it is a party, party or by which such Party or any of its property it is bound, nor violate any Law of any court, governmental body or administrative or other agency having jurisdiction over such Party, which violation breach, default, conflict or violation, in each case, would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunderadversely affect the other Party;
13.1.3 This Agreement has been duly executed and delivered 11.1.5 no government authorization, consent, approval, license, exemption, filing or registration with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, under any Laws currently in effect, is or will be necessary for, or in connection with, the transaction contemplated by this Agreement, or for the performance by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as such enforceability may be limited by applicable insolvency and other Laws affecting creditors' rights generally, or by the availability of equitable remedies; and
13.1.4 All of its employees, officers, and consultants have executed agreements or have existing obligations under law requiring assignment to such Party of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's obligations under this Agreement, except as may be required to transfer an IND or to Exploit any Product;
11.1.6 such Party has not employed and, to its knowledge, has not used a contractor or consultant that has employed, any individual or entity (a) debarred by the FDA (or subject to a similar sanction of EMA or other applicable Regulatory Authority), (b) who is the subject of an FDA debarment investigation or proceeding (or similar proceeding of EMA or other applicable Regulatory Authority), or (c) has been charged with or convicted under United States Law for conduct relating to the development or approval, or otherwise relating to the regulation of any product under the Generic Drug Enforcement Act of 1992, as amended, in each case, in the conduct of its activities prior to the Effective Date; and
11.1.7 such Party is not aware of any action or petition, pending or otherwise, for bankruptcy or insolvency of such Party in any state, country or other jurisdiction.
Appears in 1 contract
Mutual Representations and Warranties. Adolor Each of Sanofi and GSK each Fulcrum hereby represents ------------------------------------- and warrants to the other Party as of the Effective Date that:
13.1.1 Such Party (a) 11.1.1 It is a corporation or limited company duly organized, validly existing, and in good standing under the Laws laws of the jurisdiction of its incorporation; (b) is duly qualified as a corporation organization, and in good standing under it has the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualificationfull right, where the failure power, and authority to be so qualified would have a material adverse effect on its financial condition or its ability enter into this Agreement and to perform its obligations hereunder; (c) has the requisite corporate power and authority and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; (d) has or will obtain all necessary licenses, permits, .
11.1.2 All consents, or approvals from or byapprovals, and has made or will make all necessary notices to, authorizations from all Governmental Authorities having jurisdiction over or other Third Parties required to be obtained by such Party, to the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would Party in connection with this Agreement have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documents;been obtained.
13.1.2 11.1.3 The execution, delivery delivery, and performance of this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder (a) are within the corporate power of such Party; (b) have it has been duly authorized by all necessary or proper requisite corporate action; .
11.1.4 The execution and delivery of this Agreement and the performance of its obligations hereunder (a) do not conflict with or violate any requirement of Applicable Law or any provision of its articles of incorporation, bylaws, limited partnership agreement, or any similar instrument, as applicable, in any material way, (b) do not conflict with, violate, or breach or constitute a default or require any consent under, any Applicable Law or any contractual obligation or court or administrative order by which it is bound and (c) do not conflict and are not inconsistent with any provision agreement of such Party or its Affiliates with or rights granted by such Party or its Affiliates to any other Person.
11.1.5 To its Knowledge, it has not, directly or indirectly, offered, promised, paid, authorized, or given to any Government Official or Other Covered Party for the purpose, pertaining to this Agreement, of: (a) influencing any act or decision of the charter documents of such Government Official or Other Covered Party; (b) inducing the Government Official or Other Covered Party to do or omit to do an act in violation of a lawful duty; (c) securing any improper advantage; or (d) will inducing the Government Official or Other Covered Party to influence the act or decision
of a government or government instrumentality, in order to obtain or retain business, or direct business to, any Person, in each case in any way related to this Agreement.
11.1.6 It is not aware of any Government Official or Other Covered Party having any financial interest in the subject matter of this Agreement or in any way personally benefiting, directly, or indirectly, from this Agreement.
11.1.7 It is in compliance with all applicable global trade laws (including the Global Trade Control Laws), including those related to import controls, export controls, or economic sanctions. It is not, nor is any of its Affiliates or its or their respective directors, officers, employees, agents, or representatives, or in the last [***] was, a Restricted Party.
(a) Neither it nor any of its or its Affiliates’ employees, agents or independent contractors performing under this Agreement, or in the case of Fulcrum, no employee, agent or independent contractor engaged by Fulcrum or its Affiliates in the Development of Licensed Compound or any Licensed Product prior to the best Effective Date, has ever been or is currently: (i) debarred or suspended under 21 U.S.C. §335(a) or (b) or its equivalent in the Territory, (ii) the subject of such Party's knowledgea conviction described in Section 306 of the FD&C Act or its equivalent in the Territory, violate (iii) excluded, debarred, suspended or otherwise ineligible to participate in a federal or governmental health care program, debarred from federal contracting, convicted of or pled nolo contendere to any law felony, or regulation to any federal or state legal violation (including misdemeanors) relating to prescription drug products or fraud, (iv) subject to OFAC sanctions or on the OFAC list of specially designated nationals, or (v) subject to any order or decree similar sanction of any court Governmental Authority in the Territory (“Debarred/Excluded”), (b) no proceeding that could result in it being Debarred/Excluded is pending, and (c) neither it nor any of governmental instrumentality; (e) will not violate or conflict with its Affiliates has used, in any terms capacity in the performance of obligations relating to the Licensed Compounds and Licensed Products, any indentureemployee, mortgagesubcontractor, deed of trustconsultant, leaseagent, agreementrepresentative, or other instrument to which such Party is a party, or by which such Party or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder;
13.1.3 This Agreement Person who has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as such enforceability may be limited by applicable insolvency and other Laws affecting creditors' rights generally, or by the availability of equitable remedies; and
13.1.4 All of its employees, officers, and consultants have executed agreements or have existing obligations under law requiring assignment to such Party of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's obligations under this AgreementDebarred/Excluded.
Appears in 1 contract
Sources: Collaboration and License Agreement (Fulcrum Therapeutics, Inc.)
Mutual Representations and Warranties. Adolor and GSK each Each Party hereby represents ------------------------------------- and warrants to the other as of the Effective Date Party that:
13.1.1 Such Party (a) Such Party is a company corporation duly organizedformed, validly existing, and in good standing under the Laws laws of the state or country of its incorporation; .
(b) is duly qualified as a corporation and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (c) Such Party has the requisite all necessary corporate power and authority to execute, deliver and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; (d) has or will obtain all necessary licenses, permits, consents, or approvals from or byperform under this Agreement, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to consummate the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and transactions contemplated hereby.
(ec) is in compliance with its charter documents;
13.1.2 The execution, delivery and performance of this Agreement by such Party of this Agreement, and all instruments and documents to be delivered the consummation by such Party hereunder (a) are within of the corporate power of such Party; (b) transactions contemplated hereby, have been duly authorized by all necessary or proper corporate action; (c) do not conflict with any provision of action on the charter documents part of such Party; .
(d) will not, to the best of such Party's knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party is a party, or by which such Party or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder;
13.1.3 This Agreement has been duly executed and delivered by such Party and, assuming the due authorization, execution and constitutes delivery of this Agreement by each other party hereto, is a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as such enforceability may be limited by applicable insolvency and other Laws affecting creditors' rights generallysubject to bankruptcy, insolvency, reorganization, moratorium, or by similar laws affecting the availability rights of creditors generally and to equitable remedies; andprinciples.
13.1.4 All (e) There is no action, suit, investigation or proceeding pending or, to the knowledge of its employees, officers, and consultants have executed agreements or have existing obligations under law requiring assignment to such Party of all Inventions made by such individuals during the course of and as the result of their association with such Party, threatened against or affecting such Party before any Governmental Authority that in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated hereby or that could reasonably be expected to materially and obligating such individuals to maintain as confidential adversely affect such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, ’s ability to the extent required to support such Party's perform its obligations under this Agreement.
(f) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the compliance by such Party with, or the fulfillment of such Party of, the terms, conditions and provision hereof, do not and will not: (i) violate any provision of the charter or bylaws (or similar organizational documents) of such Party; (ii) violate or conflict with any law that is either applicable to, binding upon, or enforceable against such Party; or (iii) require the consent, approval, or authorization of, or the registration, recording, filing or qualification with, or notice to, or the taking of any other action in respect of, any Governmental Authority or any other Person.
Appears in 1 contract
Sources: Asset Assignment and Purchase Agreement (Avid Bioservices, Inc.)
Mutual Representations and Warranties. Adolor Each of Eisai and GSK each the Licensee represents ------------------------------------- and warrants to the other other, as of the Original Effective Date and as of the Execution Date, and covenants, that:
13.1.1 Such Party (a) 8.1.1. it is a company duly organized, validly existing, existing and in good standing under the Laws laws of the jurisdiction of its incorporation; (b) is duly qualified as a corporation organization and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (c) has the all requisite corporate power and authority and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; (d) has authority, corporate or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Partyotherwise, to the extent required for the ownership execute, deliver and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documentsthis Agreement;
13.1.2 The execution, 8.1.2. the execution and delivery and performance of this Agreement and the performance by such Party and all instruments and documents to be delivered by such Party hereunder (a) are within it of the corporate power of such Party; (b) transactions contemplated hereby have been duly authorized by all necessary corporate action and do not violate: (a) such Party’s charter documents, bylaws or proper corporate actionother organizational documents; (cb) do not conflict with in any provision of the charter documents of such Party; (d) will notmaterial respect, to the best of such Party's knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, instrument or other instrument contractual obligation to which such Party is a partybound; (c) any requirement of any Applicable Law; or (d) any order, writ, judgment, injunction, decree, determination or by which award of any court or governmental agency presently in effect applicable to such Party or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunderParty;
13.1.3 This 8.1.3. this Agreement has been duly executed and delivered by such Party and constitutes is a legal, valid and binding obligation of such Party, Party enforceable against such Party it in accordance with its termsterms and conditions, except as such enforceability may be limited by applicable subject to the effects of bankruptcy, insolvency and or other Laws laws of general application affecting creditors' rights generallythe enforcement of creditor rights, or by judicial principles affecting the availability of equitable remediesspecific performance and general principles of equity (whether enforceability is considered a proceeding at law or equity);
8.1.4. except, with respect to Eisai, under the Distribution Agreements, it is not under any obligation, contractual or otherwise, to any Person that conflicts with or is inconsistent in any material respect with the terms of this Agreement or that would impede the diligent and complete fulfillment of its obligations hereunder; and
13.1.4 All 8.1.5. neither it nor any of its employeesAffiliates has been debarred or is subject to debarment and neither it nor any of its Affiliates will use, in any capacity, in connection with the services to be performed under this Agreement, any Person who has been debarred pursuant to Section 306 of the FFDCA or who is the subject of a conviction described in such section. It will inform the other Party in writing promptly if it or any such Person who is performing services hereunder is debarred or is the subject of a conviction described in Section 306 or if any action, suit, claim, investigation or legal or administrative proceeding is pending or, to the best of its or its Affiliates’ Knowledge, is threatened, relating to the debarment or conviction of it or any such Person performing services hereunder. Upon request by either Party (which may be made no more than [***] per Contract Year), the such Party shall (a) screen against the Exclusion Lists all of its directors, officers, and consultants have executed agreements or have existing obligations under law requiring assignment employees, whose responsibilities, to such Party Party’s Knowledge, involve the Development or Commercialization of all Inventions made the Licensed Products as authorized by such individuals during the course of and as the result of their association with such Partythis Agreement, and obligating (b) certify the results of such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, screening to the extent required to support such other Party's obligations under . For purposes of this Agreement, “Exclusion Lists” shall mean: (i) the HHS/OIG List of Excluded Individuals/Entities (available through the Internet at h▇▇▇://▇▇▇.▇▇▇.▇▇▇.▇▇▇) or any successor list; and (ii) the General Services Administration’s List of Parties Excluded from Federal Programs (available through the Internet at h▇▇▇://▇▇▇.▇▇▇▇.▇▇▇) or any successor list.
Appears in 1 contract
Mutual Representations and Warranties. Adolor and GSK each Each Party represents ------------------------------------- and warrants to the other Party that, as of the Effective Date thatDate:
13.1.1 Such Party (a) it is a company duly organized, validly existing, existing and is in good standing under the its Laws of its incorporation; (b) incorporation or formation, is duly qualified as a corporation to do business and is in good standing under the Laws of as a foreign corporation in each jurisdiction where its ownership or lease of property or in which the conduct of its business or the ownership of its properties requires such qualification, where the qualification and failure to be so qualified have such would have a material adverse effect on its financial condition or its ability to perform prevent such Party from performing its obligations hereunder; under this Agreement;
(b) it has validly executed and delivered this Agreement and, assuming the valid authorization, execution and delivery of this Agreement by the other Party, this Agreement is a legal and valid obligation binding upon such Party and enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, or other laws of general application affecting the enforcement of creditor rights, judicial principles affecting the availability of specific performance, and general principles of equity (whether enforceability is considered a proceeding at law or equity);
(c) has the requisite corporate power and authority and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; (d) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documents;
13.1.2 The execution, delivery and performance of this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder (a) are within the corporate power of such Party; (b) have been duly authorized by all necessary corporate or proper corporate action; (c) other legal entity action and do not conflict with any provision of and will not: (i) require the charter documents consent or approval of such Party’s stockholders or violate its charter documents, bylaws, or other organizational documents; (ii) violate any Law, rule, regulation, order, writ, judgment, decree, determination or award of any court, governmental body or administrative or other agency having jurisdiction over it; nor (iii) conflict with, or constitute a default under, any agreement, instrument or understanding, oral or written, to which it is a party or by which it is legally bound;
(d) will notall necessary consents, approvals, waivers, orders and authorizations of, or registrations, declarations or filings with, all Regulatory Authorities, other Governmental Authorities and other persons or entities required to the best of such Party's knowledgebe obtained or made by it in order to execute, violate any law deliver or regulation or any order or decree of any court of governmental instrumentalityperform this Agreement have been obtained; and
(e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreementNeither such Party nor its Affiliates’ employees who have been, or other instrument to which who such Party is a partycurrently expects to be, involved in the Development or Commercialization of the Collaboration Products, or, to such Party’s knowledge, any of their respective licensees, contractors, agents and consultants or their respective employees, consultants or contractors who have been, or by which who such Party or any of its property is boundcurrently expects to be, which violation would have a material adverse effect involved, on its financial condition or on its ability to perform its obligations hereunder;
13.1.3 This Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation behalf of such Party, enforceable against such Party in accordance with its terms, except as such enforceability may be limited by applicable insolvency and other Laws affecting creditors' rights generally, the Development or Commercialization of the Collaboration Products:
(i) are debarred under Section 306(a) or 306(b) of the FD&C Act or by the availability analogous applicable Laws of equitable remediesany Regulatory Authority;
(ii) have been charged with, or convicted of, any felony or misdemeanor within the ambit of 42 U.S.C. §§ 1320a-7(a), 1320a-7(b)(l)-(3), or pursuant to the analogous applicable Laws of any Regulatory Authority, or are proposed for exclusion, or the subject of exclusion or debarment proceedings by a Regulatory Authority; andor
13.1.4 All of its employees(iii) are excluded, officerssuspended or debarred from participation, and consultants have executed agreements or otherwise ineligible to participate, in any U.S. or non-U.S. healthcare programs (or have existing obligations under law requiring assignment been convicted of a criminal offense that falls within the scope of 42 U.S.C. §1320a-7 but such entity or individual is not yet excluded, debarred, suspended, or otherwise declared ineligible), or excluded, suspended or debarred by a Regulatory Authority from participation, or otherwise ineligible to such Party of all Inventions made by such individuals during the course of and as the result of their association with such Partyparticipate, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's obligations under this Agreementin any procurement or non-procurement programs.
Appears in 1 contract
Mutual Representations and Warranties. Adolor and GSK each Each Party represents ------------------------------------- and warrants to the other Party that, as of the Effective Date thatDate:
13.1.1 Such Party (a) it is a company duly organized, validly existing, existing and in good standing under the Laws laws of the jurisdiction of its organization or incorporation; ;
(b) is duly qualified as a corporation it has the power to execute and in good standing deliver this Agreement and to perform its obligations under the Laws this Agreement and has taken all necessary corporate, company, partnership, governmental and/or other actions to authorize such execution and delivery and performance of each jurisdiction where such obligations;
(c) its ownership or lease of property or the conduct execution and delivery ofthis Agreement and its performance of its obligations under this Agreement do not violate or conflict with any law applicable to it; with any provision of its charter or bylaws (or comparable constituent documents); with any order or judgment of any court or other agency of government applicable to it or any of its assets; or with any contractual restriction binding on or affecting it or any of its assets;
(d) there are no actions, suits, proceedings or investigations pending or, to the knowledge of the Party, threatened against it at law or in equity before any court or tribunal ofthe United States or any other jurisdiction that individually or in the aggregate could result in any materially adverse effect on the Party's business, properties, or assets or its condition, financial or otherwise, or in any impairment of its ability to perform its obligations under this Agreement;
(e) except as provided in Sections 15.17 and 15.18, all authorizations of and exemptions, actions or approvals by, and all notices to or filings with, any governmental authority that are required to have been obtained or made by it at the time this representation is made with respect to this Agreement have been obtained or made and are in full force and effect, and all conditions of any such authorizations, exemptions, actions or approvals have been complied with;
(f) the Party has knowledge of all laws and business requires practices that must be followed in performing its obligations under this Agreement and the Party is in compliance with all such qualification, where laws and business practices except to the extent that failure to be so qualified comply therewith would not, in the aggregate, have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (c) has the requisite corporate power and authority and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; (d) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such other Party, to the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documents;
13.1.2 The execution, delivery and performance of (g) this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder (a) are within constitutes the corporate power of such Party; (b) have been duly authorized by all necessary or proper corporate action; (c) do not conflict with any provision of the charter documents of such Party; (d) will not, to the best of such Party's knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party is a party, or by which such Party or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder;
13.1.3 This Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Partyobligation, enforceable against such Party it in accordance with its terms, except as such enforceability may be limited by applicable insolvency and other Laws affecting creditors' rights generally, or by the availability of equitable remedies; and
13.1.4 All (h) the Party covenants that, with the exception of its employees(d) above, officers, it will cause these representations and consultants have executed agreements or have existing obligations under law requiring assignment warranties to such Party be true and correct throughout the Term of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's obligations under this Agreement.
Appears in 1 contract
Sources: Power Purchase Agreement
Mutual Representations and Warranties. Adolor Each Party represents, warrants and GSK each represents ------------------------------------- and warrants covenants to the other Party as of the Effective Date that:
13.1.1 9.1.1 Such Party (a) is a company duly organized, validly existing, and in good standing under the Laws laws of its incorporationjurisdiction of formation; (b) is duly qualified as a corporation an entity and in good standing under the Laws laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunderunder this Agreement; (c) has the requisite corporate power and authority and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; (d) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to the extent required for the ownership and operation of its businessbusiness as it exists at the date of this Agreement, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunderunder this Agreement; and (e) is in compliance in all material respects with its charter documentsdocuments and in all material respects with all applicable laws necessary to conduct its business in the UK (Midatech) and USA (MSRx), own its properties, engage in its activities and consummate the transactions contemplated under this Agreement except where any such noncompliance would not have a material adverse effect on its financial condition or its ability to perform its obligations under this Agreement;
13.1.2 9.1.2 The execution, delivery and performance of this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder (a) are within the corporate power of such Party; (b) have been duly authorized by all necessary or proper corporate action; (c) do not conflict with any provision of the charter documents of such Party; (d) will not, to the best of such Party's knowledge, not violate any applicable law or regulation or any order or decree of any court of governmental instrumentalityor Governmental Authority having jurisdiction over such Party where such violation would have a material adverse effect on its financial condition or its ability to perform its obligations under this Agreement; and (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party is a party, or by which such Party or any of its property is bound, which violation or conflict would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder;; and
13.1.3 9.1.3 This Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as such enforceability may be limited by (a) applicable insolvency bankruptcy, insolvency, reorganization, moratorium, and other Laws affecting laws generally applicable to creditors' rights generally, or by ’ rights; and (b) judicial discretion in the availability of equitable remediesrelief;
9.1.4 It has utilized its own scientific, development and commercialization expertise and experience to analyze and evaluate both the scientific and commercial value of transactions contemplated herein, including, without limitation, the potential Development and Commercialization of the Products, and has solely relied on such analysis and evaluations in deciding to enter into this Agreement; and
13.1.4 All 9.1.5 Neither it, nor any of its employeesAffiliates, officersis a party to or otherwise bound by any oral or written contract or agreement that will result in any Third Party obtaining any interest in, or that would give to any Third Party any right to assert any Claim in or with respect to, any of the Parties rights under this Agreement;
9.1.6 It owns or has licenses to all of its Patents, Know-How, trade secrets and all other intellectual property of any nature whatsoever provided by it to the other Party under this Agreement for the Development and Commercialization of the Products and it owns or has licenses to such Intellectual Property free and clear of all liens, Claims and encumbrances and free of all royalty or similar payment obligations to any Third Party, except such liens, Claims, encumbrances and obligations as will not have a material adverse effect on the other Party’s rights to Develop, Commercialize the Products under this Agreement
9.1.7 Its Patents are not subject anywhere in the world to any pending or, to its knowledge, any threatened, re-examination, opposition, interference or litigation proceedings;
9.1.8 It has not received notice, whether written or oral, from any Third Party of a Claim asserting the invalidity, misuse, unregisterability or unenforceability of any of its Patents, or challenging its right to use or ownership of any of its Patents or Know-How, or making any adverse Claim of ownership thereof;
9.1.9 It has not received notice, whether written or oral, from any Third Party and knows of no facts or circumstances which would lead to any Claim that any trade secrets or other intellectual property rights of such Third Party would be misappropriated by, or that any issued patent of such Third Party in the Territory would be infringed by, the Products or the manufacture, distribution, marketing or sale of the Products in the Territory;
9.1.10 To the best of its knowledge and belief all documents, materials, representations and other information provided or to be provided by it to the other Party concerning the Products are materially accurate, and, taken as whole, do not contain any statement which is false or misleading in any material respect, and consultants have executed agreements it has not omitted or have existing obligations under law requiring assignment to such Party of all Inventions made by such individuals during the course of and as the result of their association with such Partyfailed, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Partyshall not omit or fail, to state any fact that would materially adversely affect the extent required other Party’s ability to support such Party's perform its obligations under this Agreement;
9.1.11 It has not entered into any agreement or other business arrangement with a Third Party for the Development, Commercialization, manufacture, supply, marketing, sales, or offer for sale of the Products in Field;
9.1.12 It will use Commercially Reasonable Efforts to perform its obligations and any actions required of it under this Agreement or any Development Plan with reasonable skill and care and within any timetables provided.
Appears in 1 contract
Sources: Collaboration and License Agreement (Midatech Pharma PLC)
Mutual Representations and Warranties. Adolor and GSK each Each Party hereby represents ------------------------------------- and warrants to the other Parties as of the Effective Date thatfollows:
13.1.1 Such Party (a) is a company duly organized, validly existingthat such Party has obtained the advice of legal counsel prior to such Party’s execution and delivery of the Settlement Documents, and in good standing under that such Party’s execution and delivery of this Settlement Agreement containing the Laws releases set forth above are made voluntarily, with full knowledge of its incorporation; their significance, and with the express intention of extinguishing all obligations;
(b) is duly qualified as a corporation that such Party has the corporate, partnership or limited liability company power and in good standing under authority to enter into the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability Settlement Documents and to perform its obligations hereunder; hereunder and thereunder;
(c) has the requisite corporate power Settlement Documents have been duly authorized, executed and authority delivered and constitute the legal right to conduct its business as now conducted legal, valid, and hereafter contemplated to be conducted; binding obligations of such Party, enforceable in accordance with their terms;
(d) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documents;
13.1.2 The execution, delivery delivery, and performance of this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder (a) are within the corporate power of such Party; (b) have been duly authorized by all necessary or proper corporate action; (c) Settlement Documents do not conflict with any provision of the charter documents of such Party; (d) will not, to the best of such Party's knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) and will not violate or conflict with any terms provision of any indenture, mortgage, deed such Party’s Certificate of trust, lease, agreementIncorporation or bylaws, or other instrument operating or partnership agreement, as applicable and in effect on the Execution Date;
(e) that the execution and delivery of the Settlement Documents and the performance by the Party of any of its obligations hereunder do not and will not conflict with or result in a breach of any other agreement to which such Party it or any of its Affiliates is a party, any judgment of any court or by which such governmental body applicable to the Party or its properties, or, to the Party’s knowledge, any statute, decree, order, rule or regulation of any court or governmental authority applicable to the Party or its properties;
(f) that such Party: (i) has read the Settlement Documents, (ii) fully understands all the terms and conditions thereof and the meaning of each provision thereof (including specifically the releases and covenants contained herein), and (iii) has entered into the Settlement Documents of its property is boundown free will and volition, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder;
13.1.3 This Agreement has been duly executed advised to consult counsel, has had the opportunity to consult with counsel concerning the Settlement Documents, and delivered by such Party freely and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as such enforceability may be limited by applicable insolvency and other Laws affecting creditors' rights generally, or by the availability of equitable remediesvoluntarily enters into them; and
13.1.4 All of its employees, officers(g) the Settlement Documents were negotiated by the Parties on an arm’s-length basis, and consultants have executed agreements nothing in the Settlement Documents shall be construed as establishing a special relationship of trust and confidence, fiduciary, partnership or have existing obligations under law requiring assignment to such Party of all Inventions made by such individuals during joint venture relationship between the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's obligations under this AgreementParties.
(h) [***]
Appears in 1 contract
Mutual Representations and Warranties. Adolor and GSK each Each Party represents ------------------------------------- and warrants to the other Party as of the Execution Date and the Effective Date Date, that:
13.1.1 Such 17.1.1 such Party (a) is a company duly organized, validly existing, existing and in good standing under the Laws of its incorporation; (b) is duly qualified as a corporation and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (c) incorporation and has the requisite full corporate power and authority and the legal right to conduct its business as now conducted enter into this Agreement and hereafter contemplated to carry out the provisions hereof;
17.1.2 such Party has the right to grant the licenses to the other Party purported to be conducted; (d) granted pursuant to this Agreement;
17.1.3 such Party has or will obtain taken all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect action on its financial condition or its ability part required to perform authorize the execution and delivery of this Agreement and the performance of its obligations hereunder; ;
17.1.4 such Party has received all necessary laboratory licenses and (e) certificates with respect to facilities within such Party’s ownership or control sufficient to allow such Party to conduct the activities assigned to such Party under this Agreement, and such Party is in compliance with its charter documentsthe requirements of such licenses and certificates;
13.1.2 The 17.1.5 this Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid and binding obligation of such Party that is enforceable against it in accordance with the terms and conditions hereof, subject to the effects of bankruptcy, insolvency or other laws of general application affecting the enforcement of creditor rights, judicial principles affecting the availability of specific performance and general principles of equity (whether enforceability is considered a proceeding at law or equity);
17.1.6 the execution, delivery and performance of this Agreement by such Party (i) will not constitute a default under, or conflict with, any agreement, instrument or understanding, oral or written, to which it is a party or by which it is bound, (ii) violate any Law or regulation of any court, governmental body or administrative or other agency having jurisdiction over such Party; and all instruments (iii) is not prohibited or limited by, and documents shall not result in the breach of or a default under, any provision of the certificate or articles of incorporation or bylaws of such Party;
17.1.7 no government authorization, consent, approval, license, exemption of or filing or registration with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, under any applicable Laws, rules or regulations currently in effect, is or will be necessary for, or in connection with, the transaction contemplated by this Agreement or any other agreement or instrument executed in connection herewith, or for the performance by it of its obligations under this Agreement and such other agreements;
17.1.8 such Party and its Affiliates have not employed (and, to be delivered its knowledge, has not used a (sub)contractor or consultant that has employed) and, during the Term, will not knowingly employ (or, to its knowledge, use any (sub)contractor or consultant that employs, provided that such Party may reasonably rely on a representation made by such (sub)contractor or consultant) any Person debarred by the FDA (or subject to a similar sanction of EMA or foreign equivalent), or any Person which is the subject of an FDA debarment investigation or proceeding (or similar proceeding of EMA or foreign equivalent);
17.1.9 such Party and its Affiliates performing activities under the Collaboration has in place or will have in place prior to its conduct of its activities under the Collaboration a written agreement with its employees and other personnel it appoints to perform such activities hereunder sufficient to ensure that such Party has sufficient ownership or license rights to any Program Technology developed or created by such Party hereunder to grant the rights to the other Party as required to be granted under this Agreement;
17.1.10 with respect to any Research and Development activities conducted by such Party or its Affiliates under this Agreement that involve the use of animals, including any animal studies, such Party and its Affiliates agree to comply with the terms of Schedule 5.6.5;
17.1.11 to the knowledge of such Party, as it is relevant to this Agreement:
(a) are within such Party respects the corporate power human rights of its staff and does not employ child labor, forced labor, unsafe working conditions, or cruel or abusive disciplinary practices in the workplace;
(b) such PartyParty does not discriminate against any workers on any ground (including race, religion, disability, gender, sexual orientation or gender identity);
(c) such Party pays each employee at least the minimum wage, provides each employee with all legally mandated benefits, and complies with the laws on working hours and employment rights in the countries in which it operates; and
(d) such Party is respectful of its employees right to freedom of association; and
17.1.12 such Party is in [***] compliance with (a) all applicable Laws relating to data privacy and data security, including with respect to the collection, use, storage, sharing, transfer, disposition, protection and processing of PII; (b) have been duly authorized by all necessary or proper corporate actionprivacy policies and other related policies, programs and other notices of such Party relating to the privacy, protection and security of PII; and (c) do not conflict with any provision of the charter documents of such Party; (d) will not, to the best of such Party's knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or all contractual and other instrument legal requirements to which such Party is a partysubject with respect to the privacy, or by which such Party or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder;
13.1.3 This Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as such enforceability may be limited by applicable insolvency and other Laws affecting creditors' rights generally, or by the availability of equitable remedies; and
13.1.4 All of its employees, officersprotection, and consultants have executed agreements security of PII; and has in place reasonable safeguards to protect the confidentiality and security of PII, including from unauthorized access or have existing obligations under law requiring assignment to such Party of all Inventions made by such individuals during the course of and as the result of their association with such Partymisuse, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's obligations under this Agreementbased on applicable Law.
Appears in 1 contract
Mutual Representations and Warranties. Adolor and GSK each Each Party hereby represents ------------------------------------- and warrants to the other Party as of the Effective Date thatfollows:
13.1.1 (a) Such Party (ai) is a company duly organized, validly existing, existing and in good standing under the Laws laws of its incorporationthe state and/or country in which it is organized; (b) is duly qualified as a corporation and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (cii) has the requisite corporate power and authority and the legal right to conduct own and operate its property and assets, to lease the property and assets it operates under lease, and to carry on its business as it is now conducted and hereafter contemplated to be being conducted; and (diii) has or will obtain is in compliance with all necessary licensesrequirements of applicable law, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, except to the extent required for the ownership and operation of its business, where the failure to obtain that any noncompliance would not materially adversely affect such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its Party's ability to perform its obligations hereunder; and (e) is in compliance with its charter documents;under the Agreement.
13.1.2 The execution, delivery and performance of this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder (a) are within the corporate power of such Party; (b) have been duly authorized by all necessary or proper corporate action; Such Party (ci) do not conflict with any provision of has the charter documents of such Party; (d) will not, power and authority and the legal right to enter into the best of such Party's knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party is a party, or by which such Party or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability Agreement and to perform its obligations hereunder and (ii) has taken all necessary action on its part to authorize the execution and delivery of the Agreement and the performance of its obligations hereunder;
13.1.3 This . The Agreement has been duly executed and delivered by on behalf of such Party Party, and constitutes a legal, valid and valid, binding obligation of such Partyobligation, enforceable against such Party in accordance with its terms.
(c) All necessary consents, except as such enforceability may be limited by applicable insolvency approvals and authorizations of all governmental authorities and other Laws affecting creditors' rights generally, or persons required to be obtained by the availability of equitable remedies; and
13.1.4 All of its employees, officers, and consultants have executed agreements or have existing obligations under law requiring assignment to such Party in connection with the Agreement have been obtained, including without limitation, the consent of all Inventions made by such individuals during Genentech.
(d) The execution and delivery of the course Agreement and the performance of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the extent required to support such Party's obligations hereunder (i) do not conflict with or violate any requirement of applicable laws or regulations or any material contractual obligation of such Party and (ii) do not materially conflict with, or constitute a material default or require any consent under this Agreementany material contractual obligation of such Party.
(e) The Disclosure Documents are true, accurate and complete in all material respects, and each Party represents and warrants that it shall timely update such Disclosure Documents.
Appears in 1 contract
Sources: Development and Marketing Agreement (Intermune Pharmaceuticals Inc)