Common use of Representations and Warranties of Both Parties Clause in Contracts

Representations and Warranties of Both Parties. Each Party hereby represents and warrants to the other Party, as of the Effective Date, that: (a) such Party is duly organized, validly existing and in good standing under the Applicable Law of the jurisdiction of its formation and has full corporate power and authority to enter into this Agreement, and to carry out the provisions hereof; (b) such Party has taken all necessary corporate action on its part to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder; (c) this Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid, binding obligation, enforceable against it in accordance with its terms, except to the extent that enforcement of the rights and remedies created hereby is subject to (i) bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application affecting the rights and remedies of creditors, or (ii) laws governing specific performance, injunctive relief and other equitable remedies; (d) the execution, delivery and performance of this Agreement by such Party does not breach or conflict with any agreement or any provision thereof, or any instrument or understanding, oral or written, to which such Party (or any of its Affiliates) is a party or by which such Party (or any of its Affiliates) is bound, nor violate any Applicable Law of any Governmental Authority having jurisdiction over such Party (or any of its Affiliates); (e) 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 Law currently in effect, is or will be necessary for, or in connection with, the transaction contemplated by this Agreement, or for the performance by it of its obligations under this Agreement (including, in the case of Prothena, the grant of the rights to Celgene hereunder, including the Options), except (i) as may be required to conduct Clinical Trials or to seek or obtain Regulatory Approvals or applicable Regulatory Materials or (ii) as set forth in Section 3.2; and (f) it has obtained all necessary authorizations, consents and approvals of any Third Party that is required to be obtained by it as of the Effective Date for, or in connection with, the transaction contemplated by this Agreement, or for the performance by it of its obligations under this Agreement (including, in the case of Prothena, the grant of the rights to Celgene hereunder, including the Options), except (i) as may be required to conduct Clinical Trials or to seek or obtain Regulatory Approvals or applicable Regulatory Materials or (ii) as set forth in Section 3.2.

Representations and Warranties of Both Parties. Each Party hereby represents and warrants to the other Party, as of the Effective Date, that: (a) such Party is duly organized, validly existing and in good standing under the Applicable Law of the jurisdiction of its formation and has full corporate power and authority to enter into this Agreement, and to carry out the provisions hereof; (b) such Party has taken all necessary corporate action on its part to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder; (c) this Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid, binding obligation, enforceable against it in accordance with its terms, except to the extent that enforcement of the rights and remedies created hereby is subject to (i) bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application affecting the rights and remedies of creditors, or (ii) laws governing specific performance, injunctive relief and other equitable remedies; (d) the execution, delivery and performance of this Agreement by such Party does not breach or conflict with any agreement or any provision thereof, or any instrument or understanding, oral or written, to which such Party (or any of its Affiliates) is a party or by which such Party (or any of its Affiliates) is bound, nor violate any Applicable Law of any Governmental Authority having jurisdiction over such Party (or any of its Affiliates); (e) 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 Law currently in effect, is or will be necessary for, or in connection with, the transaction contemplated by this Agreement, or for the performance by it of its obligations under this Agreement (including, in the case of Prothena, the grant of the rights to Celgene hereunder, including the Options)Agreement, except (i) as may be required to conduct Clinical Trials or to seek or obtain Regulatory Approvals or applicable Regulatory Materials or (ii) as set forth in Section 3.23.2 of the Master Collaboration Agreement; and (f) it has obtained all necessary authorizations, consents and approvals of any Third Party that is required to be obtained by it as of the Effective Date for, or in connection with, the transaction contemplated by this Agreement, or for the performance by it of its obligations under this Agreement (including, in the case of Prothena, the grant of the rights to Celgene hereunder, including the Options)Agreement, except (i) as may be required to conduct Clinical Trials or to seek or obtain Regulatory Approvals or applicable Regulatory Materials or (ii) as set forth in Section 3.23.2 of the Master Collaboration Agreement.

Representations and Warranties of Both Parties. Each Party hereby represents and warrants to the other Party, as of the Effective DateDate of this Agreement or any Development & Commercialization Agreement, as applicable, that: (a) such Party is duly organized, validly existing and in good standing under the Applicable Law Laws of the jurisdiction of its formation and has full corporate power and authority to enter into this Agreement, Agreement or the applicable Development & Commercialization Agreement and to carry out the provisions hereofhereof or thereof, as applicable; (b) such Party has taken all necessary corporate action on its part to authorize the execution and delivery of this Agreement or the applicable Development & Commercialization Agreement and the performance of its obligations hereunderhereunder or thereunder, as applicable; (c) this Agreement or the applicable Development & Commercialization Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid, binding obligation, enforceable against it in accordance with its termsthe terms hereof or thereof, except to the extent that enforcement of the rights and remedies created hereby is subject to (i) bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application affecting the rights and remedies of creditors, or (ii) laws governing specific performance, injunctive relief and other equitable remediesas applicable; (d) the execution, delivery and performance of this Agreement or the applicable Development & Commercialization Agreement by such Party does not breach or conflict with or result in a breach of or default of any agreement or any provision thereof, or any instrument or understanding, oral or written, to which such Party (or any of its Affiliates) it is a party or by which such Party (or any of its Affiliates) it is bound, nor violate any Applicable Law of any Governmental Authority having jurisdiction over such Party (or any of its Affiliates);Party; and (e) subject to Section 3.2, 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 Law applicable Laws currently in effect, is or will be necessary for, or in connection with, the transaction contemplated by this AgreementAgreement or any other agreement or instrument executed in connection herewith, or for the performance by it of its obligations under this Agreement (including, in the case of Prothena, the grant of the rights to Celgene hereunder, including the Options), and such other agreements except (i) as may be required to conduct Clinical Trials or to seek or obtain Regulatory Approvals or applicable Regulatory Materials or (ii) as set forth in Section 3.2; and (f) it has obtained all necessary authorizations, consents and approvals of any Third Party that is required to be obtained by it as of the Effective Date for, or in connection with, the transaction contemplated by this Agreement, or for the performance by it of its obligations under this Agreement (including, in the case of Prothena, the grant of the rights to Celgene hereunder, including the Options), except (i) as may be required to conduct Clinical Trials or to seek or obtain Regulatory Approvals or applicable Regulatory Materials or (ii) as set forth in Section 3.2Materials.

Representations and Warranties of Both Parties. Each Party hereby represents and warrants to the other Party, as of the Effective Date, that: (a) such Such Party is duly organized, validly existing and in good standing under the Applicable Law Laws of the jurisdiction of its formation incorporation and has full corporate power and authority to enter into this Agreement, Agreement and to carry out the provisions hereof; (b) such Such Party has taken all necessary corporate action on its part to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder; (c) this This Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid, binding obligation, enforceable against it in accordance with its terms, except to the extent that enforcement of the rights and remedies created hereby is subject to (i) bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application affecting the rights and remedies of creditors, or (ii) laws governing specific performance, injunctive relief and other equitable remediesterms hereof; (d) the The execution, delivery and performance of this Agreement by such Party does not breach or conflict with any agreement or any provision thereof, or any instrument or understanding, oral or written, to which such Party (or any of its Affiliates) it is a party or by which such Party (or any of its Affiliates) it is bound, nor violate any Applicable applicable Law or regulation of any Governmental Authority court, governmental body or administrative or other agency having jurisdiction over such Party (or any of its Affiliates)Party; (e) no 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 Law applicable Laws currently in effect, is or will be necessary for, or in connection with, the transaction contemplated by this AgreementAgreement or any other agreement or instrument executed in connection herewith, or for the performance by it of its obligations under this Agreement (including, in the case of Prothena, the grant of the rights to Celgene hereunder, including the Options), and such other agreements except (i) as may be required to conduct Clinical Trials or to seek or obtain Regulatory Approvals or applicable Regulatory Materials or (ii) as set forth in Section 3.2Approvals; and (f) To its knowledge, it has obtained all necessary authorizationsnot (i) employed and has not used a contractor or consultant that has employed, consents and approvals any individual or entity debarred by the FDA (or subject to a similar sanction of EMA), or, (ii) employed any Third Party individual who or entity that is required to be obtained by it as the subject of the Effective Date for, an FDA debarment investigation or in connection with, the transaction contemplated by this Agreement, proceeding (or for the performance by it similar proceeding of its obligations under this Agreement (includingEMA), in the case conduct of Prothena, the grant any pre-clinical activities or clinical studies of the rights to Celgene hereunder, including the Options), except (i) as may be required to conduct Clinical Trials or to seek or obtain Regulatory Approvals or applicable Regulatory Materials or (ii) as set forth in Section 3.2Compounds.

Representations and Warranties of Both Parties. Each Party hereby represents and warrants to the other Party, as of the Effective Date, that: (a) such Such Party is duly organized, validly existing and in good standing under the Applicable Law Laws of the jurisdiction of its formation organization and has full corporate power and authority to enter into this Agreement, Agreement and to carry out the provisions hereof; (b) such Such Party has taken all necessary corporate action on its part to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder; (c) this This Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid, binding obligation, enforceable against it in accordance with its termsthe terms hereof; [*] = Certain confidential information contained in this document, except marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to the extent that enforcement Rule 24b-2 of the rights and remedies created hereby is subject to (i) bankruptcySecurities Exchange Act of 1934, insolvency, reorganization, moratorium and other similar laws of general application affecting the rights and remedies of creditors, or (ii) laws governing specific performance, injunctive relief and other equitable remedies;as amended. (d) the The execution, delivery and performance of this Agreement by such Party does not breach or conflict with any agreement or any provision thereof, or any instrument or understanding, oral or written, to which such Party (it or any of its Affiliates) Affiliates is a party or by which such Party (it or any of its Affiliates) is Affiliates are bound, nor violate any Applicable Law or regulation of any Governmental Authority court, governmental body or administrative or other agency having jurisdiction over such Party (or any of its Affiliates); (e) no 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 Law applicable Laws currently in effect, is or will be necessary for, or in connection with, the transaction contemplated by this AgreementAgreement or any other agreement or instrument executed in connection herewith, or for the performance by it of its obligations under this Agreement (including, in the case of Prothena, the grant of the rights to Celgene hereunder, including the Options), and such other agreements except (i) as may be required to conduct Clinical Trials clinical trials or to seek or obtain Regulatory Approvals of the Products or applicable Regulatory Materials or (ii) as set forth in Section 3.2patent term extensions; and (f) It is not debarred or excluded from reimbursement by the FDA (or subject to a similar sanction of EMA or any other Regulatory Authority) or subject of an FDA debarment or exclusion investigation or proceeding (or similar proceeding of EMA or other Regulatory Authority). To its knowledge, it has obtained all necessary authorizations, consents and approvals of any Third Party that is required to be obtained by it as of the Effective Date for, or in connection with, the transaction contemplated by this Agreement, or for the performance by it of its obligations under this Agreement (including, in the case of Prothena, the grant of the rights to Celgene hereunder, including the Options), except not (i) as may be required employed and has not used a contractor or consultant that has employed, any individual or entity debarred or excluded from reimbursement by the FDA (or subject to conduct Clinical Trials a similar sanction of EMA or to seek or obtain any other Regulatory Approvals or applicable Regulatory Materials Authority), or (ii) as set forth employed any individual who or entity that is the subject of an FDA debarment or exclusion investigation or proceeding (or similar proceeding of EMA or other Regulatory Authority), in Section 3.2each case in the conduct of any Development of Products.

Representations and Warranties of Both Parties. Each Party hereby represents and warrants to the other Party, as of the Effective Date, that: (a) such Party is duly organized, validly existing and in good standing under the Applicable Law Laws of the jurisdiction of its formation incorporation and has full corporate power and authority to enter into this Agreement, Agreement and to carry out the provisions hereof; (b) such Party has taken all necessary corporate action on its part to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder; (c) this Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid, binding obligation, enforceable against it in accordance with its termsthe terms hereof, except to the extent that as enforcement of the rights and remedies created hereby is subject to (i) may be affected by bankruptcy, insolvency, reorganization, moratorium and insolvency or other similar laws and by general principles of general application affecting the rights and remedies of creditors, or (ii) laws governing specific performance, injunctive relief and other equitable remediesequity; (d) the execution, delivery and performance of this Agreement by such Party does not breach or conflict with any agreement or any provision thereofmaterial agreement, or any instrument or understanding, oral or written, to which such Party (or any of its Affiliates) it is a CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY “[***]”, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. party or by which such Party (or any of its Affiliates) it is bound, nor violate any Applicable Law law or regulation of any Governmental Authority court, governmental body or administrative or other agency having jurisdiction over such Party (or any of its Affiliates);Party; and (e) 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 Law Laws currently in effect, is or will be necessary for, or in connection with, for the transaction contemplated by this Agreement, Agreement or for the performance by it of its obligations under this Agreement (including, in the case of Prothena, the grant of the rights to Celgene hereunder, including the Options), except (i) as may be required to conduct Clinical Trials any other agreement or to seek or obtain Regulatory Approvals or applicable Regulatory Materials or (ii) as set forth in Section 3.2; and (f) it has obtained all necessary authorizations, consents and approvals of any Third Party that is required to be obtained by it as of the Effective Date for, or instrument executed in connection with, the transaction contemplated by this Agreement, or for the performance by it of its obligations under this Agreement (including, in the case of Prothena, the grant of the rights to Celgene hereunder, including the Options), except (i) as may be required to conduct Clinical Trials or to seek or obtain Regulatory Approvals or applicable Regulatory Materials or (ii) as set forth in Section 3.2herewith.

Representations and Warranties of Both Parties. Each Party hereby represents and warrants to the other Party, as of the Effective Date, that: (a) such Party is duly organized, validly existing and in good standing under the Applicable Law of the jurisdiction of its formation and has full corporate power and authority to enter into this Agreement, and to carry out the provisions hereof; (b) such Party has taken all necessary corporate action on its part to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder; (c) this Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid, binding obligation, enforceable against it in accordance with its terms, except to the extent that enforcement of the rights and remedies created hereby is subject to (i) bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application affecting the rights and remedies of creditors, or (ii) laws governing specific performance, injunctive relief and other equitable remedies;; [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (d) the execution, delivery and performance of this Agreement by such Party does not breach or conflict with any agreement or any provision thereof, or any instrument or understanding, oral or written, to which such Party (or any of its Affiliates) is a party or by which such Party (or any of its Affiliates) is bound, nor violate any Applicable Law of any Governmental Authority having jurisdiction over such Party (or any of its Affiliates); (e) 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 Law currently in effect, is or will be necessary for, or in connection with, the transaction contemplated by this Agreement, or for the performance by it of its obligations under this Agreement (including, in the case of Prothena, the grant of the rights to Celgene hereunder, including the Options)Agreement, except (i) as may be required to conduct Clinical Trials or to seek or obtain Regulatory Approvals or applicable Regulatory Materials or (ii) as set forth in Section 3.23.2 of the Master Collaboration Agreement; and (f) it has obtained all necessary authorizations, consents and approvals of any Third Party that is required to be obtained by it as of the Effective Date for, or in connection with, the transaction contemplated by this Agreement, or for the performance by it of its obligations under this Agreement (including, in the case of Prothena, the grant of the rights to Celgene hereunder, including the Options)Agreement, except (i) as may be required to conduct Clinical Trials or to seek or obtain Regulatory Approvals or applicable Regulatory Materials or (ii) as set forth in Section 3.23.2 of the Master Collaboration Agreement.

Representations and Warranties of Both Parties. Each Party hereby represents and warrants to the other Party, as of the Effective Date, that: (a) such Party is duly organized, validly existing and in good standing under the Applicable Law of the jurisdiction of its formation and has full corporate power and authority to enter into this Agreement, and to carry out the provisions hereof; (b) such Party has taken all necessary corporate action on its part to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder; (c) this Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid, binding obligation, enforceable against it in accordance with its terms, except to the extent that enforcement of the rights and remedies created hereby is subject to (i) bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application affecting the rights and remedies of creditors, or (ii) laws governing specific performance, injunctive relief and other equitable remedies;; [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (d) the execution, delivery and performance of this Agreement by such Party does not breach or conflict with any agreement or any provision thereof, or any instrument or understanding, oral or written, to which such Party (or any of its Affiliates) is a party or by which such Party (or any of its Affiliates) is bound, nor violate any Applicable Law of any Governmental Authority having jurisdiction over such Party (or any of its Affiliates); (e) 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 Law currently in effect, is or will be necessary for, or in connection with, the transaction contemplated by this Agreement, or for the performance by it of its obligations under this Agreement (including, in the case of Prothena, the grant of the rights to Celgene hereunder, including the Options), except (i) as may be required to conduct Clinical Trials or to seek or obtain Regulatory Approvals or applicable Regulatory Materials or (ii) as set forth in Section 3.2; and (f) it has obtained all necessary authorizations, consents and approvals of any Third Party that is required to be obtained by it as of the Effective Date for, or in connection with, the transaction contemplated by this Agreement, or for the performance by it of its obligations under this Agreement (including, in the case of Prothena, the grant of the rights to Celgene hereunder, including the Options), except (i) as may be required to conduct Clinical Trials or to seek or obtain Regulatory Approvals or applicable Regulatory Materials or (ii) as set forth in Section 3.2.

Representations and Warranties of Both Parties. Each Party hereby represents and warrants to the other Party, as of the Effective Date, that: (a) such Party is duly organized, validly existing and in good standing under the Applicable Law of the jurisdiction of its formation and has full corporate power and authority to enter into this Agreement, and to carry out the provisions hereof; (b) such Party has taken all necessary corporate action on its part to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder; (c) this Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid, binding obligation, enforceable against it in accordance with its terms, except to the extent that enforcement of the rights and remedies created hereby is subject to (i) bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application affecting the rights and remedies of creditors, or (ii) laws governing specific performance, injunctive relief and other equitable remedies; (d) the execution, delivery and performance of this Agreement by such Party does not breach or conflict with any agreement or any provision thereof, or any instrument or understanding, oral or written, to which such Party (or any of its Affiliates) is a party or by which such Party (or any of its Affiliates) is bound, nor violate any Applicable Law of any Governmental Authority having jurisdiction over such Party (or any of its Affiliates); (e) no government authorization, consent, approval, license, exemption of or filing or registration with any court or governmental department, commission, board, bureau, [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. agency or instrumentality, domestic or foreign, under any Applicable Law currently in effect, is or will be necessary for, or in connection with, the transaction contemplated by this Agreement, or for the performance by it of its obligations under this Agreement (including, in the case of Prothena, the grant of the rights to Celgene hereunder, including the Options)Agreement, except (i) as may be required to conduct Clinical Trials or to seek or obtain Regulatory Approvals or applicable Regulatory Materials or (ii) as set forth in Section 3.23.2 of the Master Collaboration Agreement; and (f) it has obtained all necessary authorizations, consents and approvals of any Third Party that is required to be obtained by it as of the Effective Date for, or in connection with, the transaction contemplated by this Agreement, or for the performance by it of its obligations under this Agreement (including, in the case of Prothena, the grant of the rights to Celgene hereunder, including the Options)Agreement, except (i) as may be required to conduct Clinical Trials or to seek or obtain Regulatory Approvals or applicable Regulatory Materials or (ii) as set forth in Section 3.23.2 of the Master Collaboration Agreement.

Representations and Warranties of Both Parties. Each Party hereby represents and warrants to the other Party, as of the Effective Date, that: (a) such Party is duly organized, validly existing and in good standing under the Applicable Law laws of the jurisdiction of its formation and has full corporate power and authority to enter into this Agreement, and to carry out the provisions hereof; (b) such Party has taken all necessary corporate action on its part to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder; (c) this Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid, binding obligation, enforceable against it in accordance with its terms, except to the extent that enforcement of the rights and remedies created hereby is subject to (i) bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application affecting the rights and remedies of creditors, or (ii) laws governing specific performance, injunctive relief and other equitable remedies; (d) the execution, delivery and performance of this Agreement by such Party does not breach or conflict with any agreement or any provision thereof, or any instrument or understanding, oral or written, to which such Party (or any of its Affiliates) it is a party or by which such Party (or any of its Affiliates) it is bound, nor violate any Applicable Law of any Governmental Authority having jurisdiction over such Party (or any of its Affiliates)Party; (e) 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 Law currently in effect, is or will be necessary for, or in connection with, for the transaction consummation of the transactions contemplated by this Agreement, Agreement or for the performance by it of its obligations under this Agreement (including, in the case of ProthenaRelay, the grant of the rights to Celgene Licensee hereunder, including the Options), except for any filing required under Antitrust Laws; (if) as may that no consideration received by such Party under this Agreement is intended by such Party to be required a prohibited payment for the recommending or arranging for the referral of business or ordering of products or services, nor is any such consideration intended by such Party to conduct Clinical Trials or to seek or obtain Regulatory Approvals or applicable Regulatory Materials or (ii) as set forth in Section 3.2induce illegal referrals of business under Applicable Law; and (fg) it has obtained all necessary authorizations, consents and approvals of any Third Party other Person that is required to be obtained by it as of the Effective Date for, or in connection with, the transaction contemplated by this Agreement, or for the performance by it of its obligations under this Agreement (including, in the case of ProthenaRelay, the grant of the rights to Celgene Licensee hereunder, including the Options), except (i) as may be required to conduct Clinical Trials or to seek or obtain Regulatory Approvals or applicable Regulatory Materials or (ii) as set forth in Section 3.2.

Representations and Warranties of Both Parties. Each Party hereby represents and warrants to the other Party, as of the Effective Date, any License Agreement Effective Date, any Co-Co Effective Date and the [***]SM Effective Date, as applicable, that: (a) such Party is duly organized, validly existing and in good standing under the Applicable Law Laws of the jurisdiction of its formation and has full corporate power and authority to enter into this Agreement or the applicable Development & Commercialization Agreement or the [***]SM Agreement, as applicable, and to carry out the provisions hereofhereof or thereof, as applicable; (b) such Party has taken all necessary corporate action on its part to authorize the execution and delivery of this Agreement or the applicable Development & Commercialization Agreement or the [***]SM Agreement, as applicable, and the performance of its obligations hereunderhereunder or thereunder, as applicable; (c) this Agreement or the applicable Development & Commercialization Agreement or the [***]SM Agreement, as applicable, has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid, binding obligation, enforceable against it in accordance with its termsthe terms hereof or thereof, except to the extent that enforcement of the rights and remedies created hereby is subject to (i) bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application affecting the rights and remedies of creditors, or (ii) laws governing specific performance, injunctive relief and other equitable remediesas applicable; (d) the execution, delivery and performance of this Agreement or the applicable Development & Commercialization Agreement or the [***]SM Agreement, as applicable, by such Party does not breach or conflict with any agreement or any provision thereof, or any instrument or understanding, oral or written, to which such Party (or any of its Affiliates) it is a party or by which such Party (or any of its Affiliates) it is bound, nor violate any Applicable Law of any Governmental Authority having jurisdiction over such Party (or any of its Affiliates);Party; and (e) except for any HSR Filings that may be required under the HSR Act as addressed in Section 3.2.2, 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 Law applicable Laws currently in effect, is or will be necessary for, or in connection with, the transaction contemplated by this AgreementAgreement or any other agreement or instrument executed in connection herewith, or for the performance by it of its obligations under this Agreement (including, in the case of Prothena, the grant of the rights to Celgene hereunder, including the Options), and such other agreements except (i) as may be required to conduct Clinical Trials or to seek or obtain Regulatory Approvals or applicable Regulatory Materials or (ii) as set forth in Section 3.2; and (f) it has obtained all necessary authorizations, consents and approvals of any Third Party that is required to be obtained by it as of the Effective Date for, or in connection with, the transaction contemplated by this Agreement, or for the performance by it of its obligations under this Agreement (including, in the case of Prothena, the grant of the rights to Celgene hereunder, including the Options), except (i) as may be required to conduct Clinical Trials or to seek or obtain Regulatory Approvals or applicable Regulatory Materials or (ii) as set forth in Section 3.2Materials.

Representations and Warranties of Both Parties. Each Party of Endorecherche and Schering hereby represents represents, warrants and warrants covenants to the other Party, party as of the Effective Date, thatAddendum Date as follows: (ai) such Party it is a corporation duly organized, organized and validly existing and in good standing under the Applicable Law laws of the state or other jurisdiction of its formation and incorporation or formation; (ii) it has full corporate the power and authority to enter into execute and deliver this Agreement, Addendum and to carry out the provisions hereof; (b) such Party has taken all necessary corporate action on its part to authorize the execution and delivery of this Agreement and the performance of perform its obligations hereunder; (ciii) the execution, delivery and performance by such party of this Agreement has been duly executed Addendum and delivered on behalf its compliance with the terms and provisions hereof does not conflict with or result in a breach of such Partyany of the terms and provisions of, and constitutes or constitute a legaldefault under: (1) a loan agreement, validguaranty, financing agreement, agreement affecting a product, or other agreement or instrument binding obligationor affecting it or its property; (2) the provisions of its charter documents or bylaws (as applicable); or (3) any order, enforceable writ, injunction or decree of any court or governmental authority entered against it in accordance with or by which any of its terms, except to the extent that enforcement of the rights and remedies created hereby property is subject to (i) bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application affecting the rights and remedies of creditors, or (ii) laws governing specific performance, injunctive relief and other equitable remediesbound; (div) it does not have in effect, and during the term of this Addendum shall not enter into, any oral or written agreement or arrangement that would be inconsistent with its obligations under this Addendum; (v) the execution, delivery and performance of this Agreement Addendum by such Party party does not breach or conflict with any agreement or any provision thereof, or any instrument or understanding, oral or written, to which such Party (or any of its Affiliates) is a party or by which such Party (or any of its Affiliates) is bound, nor violate any Applicable Law of any Governmental Authority having jurisdiction over such Party (or any of its Affiliates); (e) no government authorization, require the consent, approval, licenseor authorization of, exemption of or notice, declaration, filing or registration with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, under any Applicable Law currently in effect, is or will be necessary for, or in connection with, any governmental or regulatory authority, and the transaction contemplated by execution, delivery or performance of this AgreementAddendum will not violate any law, rule or for regulation applicable to such party; (vi) the execution, delivery and performance of this Addendum by it has been duly authorized by all requisite corporate action and constitutes such party’s legal, valid and binding obligation enforceable against it in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of its obligations general applicability relating to or affecting creditors’ rights and to the availability of particular remedies under this Agreement (including, in the case of Prothena, the grant of the rights to Celgene hereunder, including the Options), except (i) as may be required to conduct Clinical Trials or to seek or obtain Regulatory Approvals or applicable Regulatory Materials or (ii) as set forth in Section 3.2general equity principles; and (fvii) it has obtained shall comply with all necessary authorizationsapplicable material laws, consents rules and approvals of any Third Party that is required regulations relating to be obtained by it as of the Effective Date for, or in connection with, the transaction contemplated by this Agreement, or for the performance by it of its obligations activities under this Agreement (including, in the case of Prothena, the grant of the rights to Celgene hereunder, including the Options), except (i) as may be required to conduct Clinical Trials or to seek or obtain Regulatory Approvals or applicable Regulatory Materials or (ii) as set forth in Section 3.2Addendum.

Representations and Warranties of Both Parties. Each Party hereby represents and warrants to the other Party, as of the Effective Date, that: (a) such Such Party is duly organized, organized and validly existing and in good standing under the Applicable Law laws of the jurisdiction of its formation incorporation and has full corporate power and authority to enter into this Agreement, Agreement and to carry out the provisions hereof; (b) such Such Party has taken all necessary corporate action on its part necessary to authorize the execution and delivery of this Agreement and the performance of its obligations hereunderunder this Agreement and has full power and authority to enter into this Agreement and perform its obligations under this Agreement; (c) this This Agreement has been duly executed by such Party and delivered on behalf assuming due authorization, execution and delivery by the other Party, constitutes a valid and legally binding obligation of such Party, and constitutes a legal, valid, binding obligation, enforceable against it in accordance with its terms, except to the extent that enforcement of the rights and remedies created hereby is subject to and limited by: (i) applicable bankruptcy, insolvency, reorganization, moratorium moratorium, and other similar laws of general application affecting the rights generally applicable to creditors’ rights; and remedies of creditors, or (ii) laws governing specific performance, injunctive relief and other judicial discretion in the availability of equitable remediesrelief; (d) Such Party is not required to obtain, the execution, delivery and performance of this Agreement by such Party does not breach or conflict with any agreement or any provision thereof, or any instrument or understanding, oral or written, to which such Party (or any of its Affiliates) is a party or by which such Party (or any of its Affiliates) is bound, nor violate any Applicable Law of any Governmental Authority having jurisdiction over such Party (or any of its Affiliates); (e) no government authorization, consent, approval, licenseorder, exemption or authorization of any Third Party, or is not required to complete any registration, qualification, designation, declaration or filing or registration with with, any court or governmental departmentregulatory authority, commission, board, bureau, agency or instrumentality, domestic or foreign, under any Applicable Law currently in effect, is or will be necessary for, or in connection with, with the transaction contemplated by execution and delivery of this Agreement, or for Agreement and the performance by it such Party of its obligations under this Agreement (includingAgreement, in the case of Prothena, the including any grant of the rights to Celgene hereunder, including the Options), except (i) as may be required other Parties pursuant to conduct Clinical Trials or to seek or obtain Regulatory Approvals or applicable Regulatory Materials or (ii) as set forth in Section 3.2this Agreement; and (fe) it has obtained all necessary authorizations, consents The execution and approvals delivery of any Third Party that is required to be obtained by it as of the Effective Date for, or in connection with, the transaction contemplated by this Agreement, or for and the performance by it such Party of its obligations under this Agreement (includingAgreement, in the case of Prothena, including the grant of the rights to Celgene hereunderthe other Party pursuant to this Agreement, including the Options), except does not and will not: (i) as may be required conflict with, nor result in any violation of or default under any such instrument, judgment, order, writ, decree, contract or provision to conduct Clinical Trials or to seek or obtain Regulatory Approvals or applicable Regulatory Materials or which such Party is otherwise bound; (ii) as set forth 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, except any or all of which could not reasonably be expected to have a material adverse effect on its ability to perform its obligations under this Agreement or on the rights of the other Party under this Agreement; 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. (f) No representation or warranty made by a Party in Section 3.2this Agreement or the Other Agreements, nor any statement or record contained in any schedule or exhibit hereto or thereto furnished by a Party, contains any untrue statement of a material fact or omits any material fact necessary to make the statements contained herein or therein not misleading.

Representations and Warranties of Both Parties. Each Party hereby represents and warrants to the other Party, as of the Effective DateDate (and, for clarity, as of the effective date of each Licensed Program Addendum, as applicable, as though made then), that: (a) such Party is duly organized, validly existing and in good standing under the Applicable applicable Law of the jurisdiction of its formation and has full corporate power and authority to enter into this Agreement, and to carry out the provisions hereof; (b) such Party has taken all necessary corporate action on its part to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder; (c) this Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid, binding obligation, enforceable against it in accordance with its terms, except to the extent that enforcement of the rights and remedies created hereby is subject to (i) bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application affecting the rights and remedies of creditors, or (ii) laws governing specific performance, injunctive relief and other equitable remedies; (d) the execution, delivery and performance of this Agreement by such Party does not breach or conflict with any agreement or any provision thereof, or any instrument or understanding, oral or written, to which such Party (or any of its Affiliates) is a party or by which such Party (or any of its Affiliates) is bound, nor violate any Applicable applicable Law of any Governmental Authority having jurisdiction over such Party (or any of its Affiliates); (e) 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 applicable Law currently in effect, is or will be necessary for, or in connection with, the transaction contemplated by this Agreement, or for the performance by it of its obligations under this Agreement (including, in the case of Prothena, the grant of the rights to Celgene hereunder, including the Options)Agreement, except (i) as may be required to conduct Clinical Trials or to seek or obtain Regulatory Approvals or applicable Regulatory Materials or (ii) as set forth in Section 3.23.5 of the Master Collaboration Agreement; and (f) it has obtained all necessary authorizations, consents and approvals of any Third Party that is required to be obtained by it as of the Effective Date (or, for clarity, the effective date of such Licensed Program Addendum, as applicable), for, or in connection with, the transaction contemplated by this Agreement, or for the performance by it of its obligations under this Agreement (including, in the case of Prothena, the grant of the rights to Celgene hereunder, including the Options)Agreement, except (i) as may be required to conduct Clinical Trials or to seek or obtain Regulatory Approvals or applicable Regulatory Materials or (ii) as set forth in Section 3.23.5 of the Master Collaboration Agreement.

Representations and Warranties of Both Parties. Each Party hereby represents and warrants to the other Party, as of the Effective Date, that: (a) such Party is duly organized, validly existing and in good standing under the Applicable Law laws of the jurisdiction of its formation and has full corporate power and authority to enter into this Agreement, and to carry out the provisions hereof; (b) such Party has taken all necessary corporate action on its part to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder; (c) this Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid, binding obligation, enforceable against it in accordance with its terms, except to the extent that enforcement of the rights and remedies created hereby is subject to (i) bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application affecting the rights and remedies of creditors, or (ii) laws governing specific performance, injunctive relief and other equitable remedies; (d) the execution, delivery and performance of this Agreement by such Party does not breach or conflict with any agreement or any provision thereof, or any instrument or understanding, oral or written, to which such Party (or any of its Affiliates) it is a party or by which such Party (or any of its Affiliates) it is bound, nor violate any Applicable Law of any Governmental Authority having jurisdiction over such Party (or any of its Affiliates)Party; (e) 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 Law currently in effect, is or will be necessary for, or in connection with, for the transaction consummation of the transactions contemplated by this Agreement, or for the performance by it of its obligations under this Agreement (including, in the case of ProthenaSR, the grant of the rights to Celgene Gilead hereunder, including the Options), except (i) as may be required to conduct Clinical Trials or to seek or obtain Regulatory Approvals or applicable Regulatory Materials or (ii) as set forth in Section 3.2; and (f) it has obtained all necessary authorizations, consents and approvals of any Third Party other Person that is required to be obtained by it as of the Effective Date for, or in connection with, the transaction contemplated by this Agreement, or for the performance by it of its obligations under this Agreement (including, in the case of ProthenaSR, the grant of the rights to Celgene Gilead hereunder, including the Options), except (i) as may be required to conduct Clinical Trials or to seek or obtain Regulatory Approvals or applicable Regulatory Materials or (ii) as set forth in Section 3.2.

Representations and Warranties of Both Parties. Each Party hereby represents and warrants to the other Party, as of the Effective Date, that: (a) such Party is duly organized, validly existing and in good standing under the Applicable Law of the jurisdiction of its formation and has full corporate power and authority to enter into this Agreement, and to carry out the provisions hereof; (b) such Party has taken all necessary corporate action on its part to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder; (c) this Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid, binding obligation, enforceable against it in accordance with its terms, except to the extent that enforcement of the rights and remedies created hereby is subject to (i) bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application affecting the rights and remedies of creditors, or (ii) laws governing specific performance, injunctive relief and other equitable remedies; (d) the execution, delivery and performance of this Agreement by such Party does not breach or conflict with any agreement or any provision thereof, or any instrument or understanding, oral or written, to which such Party (or any of its Affiliates) is a party or by which such Party (or any of its Affiliates) is bound, nor violate any Applicable Law of any Governmental Authority having jurisdiction over such Party (or any of its Affiliates); (e) 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 Law currently in effect, is or will be necessary for, or in connection with, the transaction contemplated by this Agreement, or for the performance by it of its obligations under this Agreement (including, in the case of Prothena, the grant of the rights to Celgene hereunder, including the Options)Agreement, except (i) as may be required to conduct Development or Commercialization activities, including conducting Clinical Trials Trials, seeking, obtaining or to seek or obtain maintaining Regulatory Approvals or applicable Regulatory Materials Materials, or Manufacturing or (ii) as set forth in Section 3.23.2 of the Master Collaboration Agreement; and (f) it has obtained all necessary authorizations, consents and approvals of any Third Party that is required to be obtained by it as of the Effective Date for, or in connection with, the transaction contemplated by this Agreement, or for the performance by it of its obligations under this Agreement (including, in the case of Prothena, the grant of the rights to Celgene hereunder, including the Options)Agreement, except (i) as may be required to conduct Development or Commercialization activities, including conducting Clinical Trials Trials, seeking, obtaining or to seek or obtain maintaining Regulatory Approvals or applicable Regulatory Materials Materials, or Manufacturing or (ii) as set forth in Section 3.23.2 of the Master Collaboration Agreement.

Representations and Warranties of Both Parties. Each Party hereby represents and warrants to the other Party, as of the Effective Date, that: (a) such Party is duly organized, validly existing and in good standing under the Applicable Law of the jurisdiction of its formation and has full corporate power and authority to enter into this Agreement, and to carry out the provisions hereof; (b) such Party has taken all necessary corporate action on its part to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder; (c) this Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid, binding obligation, enforceable against it in accordance with its terms, except to the extent that enforcement of the rights and remedies created hereby is subject to (i) bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application affecting the rights and remedies of creditors, or (ii) laws governing specific performance, injunctive relief and other equitable remedies; (d) the execution, delivery and performance of this Agreement by such Party does not breach or conflict with any agreement or any provision thereof, or any instrument or understanding, oral or written, to which such Party (or any of its Affiliates) is a party or by which such Party (or any of its Affiliates) is bound, nor violate any Applicable Law of any Governmental Authority having jurisdiction over such Party (or any of its Affiliates); (e) no government authorization, consent, approval, license, exemption of or filing or registration with any court or governmental department, commission, CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. board, bureau, agency or instrumentality, domestic or foreign, under any Applicable Law currently in effect, is or will be necessary for, or in connection with, the transaction contemplated by this Agreement, or for the performance by it of its obligations under this Agreement (including, in the case of Prothena, the grant of the rights to Celgene hereunder, including the Options)Agreement, except (i) as may be required to conduct Development or Commercialization activities, including conducting Clinical Trials Trials, seeking, obtaining, or to seek or obtain maintaining Regulatory Approvals or applicable Regulatory Materials Materials, or Manufacturing or (ii) as set forth in Section 3.23.2 of the Master Collaboration Agreement; and (f) it has obtained all necessary authorizations, consents and approvals of any Third Party that is required to be obtained by it as of the Effective Date for, or in connection with, the transaction contemplated by this Agreement, or for the performance by it of its obligations under this Agreement (including, in the case of Prothena, the grant of the rights to Celgene hereunder, including the Options)Agreement, except (i) as may be required to conduct Development or Commercialization activities, including conducting Clinical Trials Trials, seeking, obtaining, or to seek or obtain maintaining Regulatory Approvals or applicable Regulatory Materials Materials, or Manufacturing or (ii) as set forth in Section 3.23.2 of the Master Collaboration Agreement.

Representations and Warranties of Both Parties. Each Party hereby represents and warrants to the other Party, as of the Effective Date, that: (a) such Such Party is duly organized, validly existing and in good standing under the Applicable Law Laws of the jurisdiction of its formation organization and has full corporate power and authority to enter into this Agreement, Agreement and to carry out the provisions hereof; (b) such Such Party has taken all necessary corporate action on its part to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder; (c) this This Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid, binding obligation, enforceable against it in accordance with its terms, except to the extent that enforcement of the rights and remedies created hereby is subject to (i) bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application affecting the rights and remedies of creditors, or (ii) laws governing specific performance, injunctive relief and other equitable remediesterms hereof; (d) the The execution, delivery and performance of this Agreement by such Party does not breach or conflict with any agreement or any provision thereof, or any instrument or understanding, oral or written, to which such Party (or any of its Affiliates) it is a party or by which such Party (or any of its Affiliates) it is bound, nor violate any Applicable Law law or regulation of any Governmental Authority court, governmental body or administrative or other agency having jurisdiction over such Party (or any Party; [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of its Affiliates);the Securities Exchange Act of 1934, as amended. (e) no 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 Law applicable Laws currently in effect, is or will be necessary for, or in connection with, the transaction contemplated by this AgreementAgreement or any other agreement or instrument executed in connection herewith, or for the performance by it of its obligations under this Agreement (including, in the case of Prothena, the grant of the rights to Celgene hereunder, including the Options), and such other agreements except (i) as may be required to conduct Clinical Trials clinical trials or to seek or obtain Regulatory Approvals or applicable Regulatory Materials or (ii) as set forth in Section 3.2of the Products; and (f) It is not debarred or excluded from reimbursement by the FDA (or subject to a similar sanction of EMA or any other Regulatory Authority) or subject of an FDA debarment or exclusion investigation or proceeding (or similar proceeding of EMA or other Regulatory Authority). To its knowledge, it has obtained all necessary authorizations, consents and approvals of any Third Party that is required to be obtained by it as of the Effective Date for, or in connection with, the transaction contemplated by this Agreement, or for the performance by it of its obligations under this Agreement (including, in the case of Prothena, the grant of the rights to Celgene hereunder, including the Options), except not (i) as may be required employed and has not used a contractor or consultant that has employed, any individual or entity debarred or excluded from reimbursement by the FDA (or subject to conduct Clinical Trials a similar sanction of EMA or to seek or obtain any other Regulatory Approvals or applicable Regulatory Materials or Authority), or, (ii) as set forth employed any individual who or entity that is the subject of an FDA debarment or exclusion investigation or proceeding (or similar proceeding of EMA or other Regulatory Authority), in Section 3.2each case in the conduct of any Development of the Products.