Common use of Representations and Warranties of Each Party Clause in Contracts

Representations and Warranties of Each Party. Each of Licensor and Licensee hereby represents and warrants to the other Party as follows: (a) it is a corporation or entity duly organized and validly existing under the laws of the state or other jurisdiction of its incorporation or formation; (b) the execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate action; (c) it has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder on behalf of itself and its Affiliates as of the Effective Date of this Agreement; (d) the execution, delivery and performance by such Party of this Agreement and its compliance with the terms and provisions hereof does not and will not conflict with or result in a breach of any of the terms and provisions of or constitute a default under (i) any agreement or instrument binding or affecting it or its property; (ii) the provisions of its charter or operative documents or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound; and (e) the person executing this Agreement has all power and authority necessary to do so.

Representations and Warranties of Each Party. Each of Licensor ABX and Licensee SPRI hereby represents represents, warrants and warrants convenants to the other Party party hereto as follows: (a) it is a corporation or entity duly organized and validly existing under the laws of the state or other jurisdiction of its incorporation or formation; (b) the execution, delivery and performance of this Agreement by such Party party has been duly authorized by all requisite corporate action; (c) it has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder on behalf of itself and its Affiliates as of the Effective Date of this Agreement;hereunder; and (d) the execution, delivery delivery, and performance by such Party party of this Agreement and its compliance with the terms and provisions hereof does not and will not conflict with or result in a breach of any of the terms and provisions of of, or constitute a default under under, (i) any a loan agreement, guaranty, financing agreement, or other agreement or instrument binding or affecting it or its property; (ii) the provisions of its charter or operative documents or bylaws; or (iii) any order, writ, injunction or decree of or any court or governmental authority entered against it or by which any of its property is bound; and (e) the person executing this Agreement has all power and authority necessary to do so.

Representations and Warranties of Each Party. Each As of Licensor the Effective Date, each of Horizon and Licensee AHP hereby represents represents, warrants and warrants covenants to the other Party as hereto a follows: (a) it is a corporation or entity duly organized and validly existing under the laws of the state or other jurisdiction of its incorporation or formation; (b) the execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate actionaction and do not require any shareholder action or approval; (c) it has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder on behalf of itself and its Affiliates as of the Effective Date of this Agreementhereunder; (d) the execution, delivery and performance by such Party of this Agreement and its compliance with the terms and provisions hereof does not and will not conflict with or result in a breach of any of the terms and provisions of or constitute a default under (i) any a loan agreement, guaranty, financing agreement, agreement affecting a product or other agreement or instrument binding or affecting it or its property; (ii) the provisions of its charter or operative documents or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound; and (e) the person executing it shall at all times comply with all applicable material laws and regulations relating to its activities under this Agreement has all power and authority necessary to do soAgreement.

Representations and Warranties of Each Party. Each of Licensor and Licensee Party hereby represents and warrants to the other Party as followsthat: (a) it is a corporation or entity duly organized and validly existing under the laws of the state or other jurisdiction of its incorporation or formation; (b) the execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate actionaction and does not require any shareholder action or approval; (c) it has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder on behalf of itself and its Affiliates as of the Effective Date of this Agreementhereunder; (d) the execution, delivery and performance by such Party of this Agreement and its compliance with the terms and provisions hereof does not and will not conflict with or result in a breach of any of the terms and provisions of or constitute a default under (ia) any a loan agreement, guaranty, financing agreement, agreement affecting a product or other agreement or instrument binding or affecting it or its property; (iib) the provisions of its charter or operative documents or bylaws; or (iii( c) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound; and (e) the person executing it shall at all times comply with all applicable material laws and regulations relating to its activities under this Agreement has all power and authority necessary to do soAgreement.

Representations and Warranties of Each Party. Each of Licensor CIMA and Licensee WCH hereby represents and warrants to the other Party party hereto as follows: (a) it is a corporation or entity duly organized and validly existing under the laws of the state or other jurisdiction of its incorporation or formation; (b) the execution, delivery and performance of this Agreement by such Party party has been duly authorized by all requisite corporate actionaction and does not require any shareholder action or approval; (c) it has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder on behalf of itself and its Affiliates as of the Effective Date of this Agreement;hereunder; and (d) the execution, delivery and performance by such Party party of this Agreement and its compliance with the terms and provisions hereof does not and will not conflict with or result in a breach of any of the terms and provisions of or constitute a default under (i) any a loan agreement, guaranty, financing agreement, agreement affecting a product or other agreement or instrument binding or affecting it or its property; (ii) the provisions of its charter or operative documents or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound; and (e) the person executing this Agreement has all power and authority necessary to do so.

Representations and Warranties of Each Party. Each of Licensor SCOLR and Licensee Wyeth hereby represents represents, warrants, and warrants covenants to the other Party hereto as follows: (a) it is a corporation or entity duly organized and validly existing under the laws of the state or other jurisdiction of its incorporation or formation; (b) the execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate actionaction and does not require any shareholder action or approval; (c) it has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder on behalf of itself and its Affiliates as of the Effective Date of this Agreementhereunder; (d) the execution, delivery and performance by such Party of this Agreement and its compliance with the terms and provisions hereof does not and will shall not conflict with or result in a breach of any of the terms and provisions of or constitute a default under (i) any a loan agreement, guaranty, financing agreement, agreement affecting a product or other agreement or instrument binding or affecting it or its property; (ii) the provisions of its charter or operative documents or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound; and (e) the person executing it shall at all times comply with all applicable material laws and regulations relating to its activities under this Agreement has all power and authority necessary to do soAgreement.

Representations and Warranties of Each Party. Each of Licensor Dow and Licensee hereby represents represents, warrants, and warrants covenants to the other Party as follows: (a) it is a corporation or entity duly organized and validly existing under the laws of the state or other jurisdiction of its incorporation or formationincorporation; (b) the execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate actionaction and does not require any further corporate action or approval; (c) it has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder on behalf of itself and its Affiliates as of the Effective Date of this Agreement;hereunder; and (d) the execution, delivery and performance by such Party of this Agreement and its compliance with the terms and provisions hereof does not and will not conflict with or result in a breach of any of the terms and provisions of or constitute a default under (i) any other agreement or instrument binding or affecting it or its property; (ii) the provisions of its charter or operative documents or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound; and (e) the person executing this Agreement has all power and authority necessary to do so.

Representations and Warranties of Each Party. Each As of Licensor the Effective Date, each of Inovio and Licensee IAPL hereby represents and warrants to the other Party hereto as follows: (a) it is a corporation or entity duly organized and validly existing under the laws of the state or other jurisdiction of its incorporation or formation; (b) the execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate actionaction and does not require any shareholder action or approval; (c) it has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder on behalf of itself and its Affiliates as of the Effective Date of this Agreementhereunder; (d) the execution, delivery and performance by such Party of this Agreement and its compliance with the terms and provisions hereof does not and will shall not conflict with or result in a breach of any of the terms and provisions of or constitute a default under (i) any a loan agreement, guaranty, financing agreement, agreement affecting a product or other agreement or instrument binding or affecting it or its property; (ii) the provisions of its charter or operative documents or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound; and (e) it has the person executing this Agreement has all full right, power and authority necessary to do sogrant all of the right, title and interest in the licenses granted to the other Party under this Agreement.

Representations and Warranties of Each Party. Each of Licensor Progenics and Licensee Wyeth hereby represents represents, warrants, and warrants covenants to the other Party as follows: (a) it is a corporation or entity duly organized and validly existing under the laws of the state or other jurisdiction of its incorporation or formationincorporation; (b) the execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate actionaction and does not require any shareholder action or approval; (c) it has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder on behalf of itself and its Affiliates as of the Effective Date of under this Agreement; (d) the execution, delivery and performance by such Party of this Agreement and its compliance with the terms and provisions hereof does not and will not conflict with or result in a breach of any of the terms and provisions of or constitute a default under (i) any a loan agreement, guaranty, financing agreement, agreement relating to one or more Patent Rights or other agreement or instrument binding or affecting it or its property; (ii) the provisions of its charter or operative documents or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound; and (e) the person executing it shall at all times comply with all material laws and regulations applicable to its activities under this Agreement has all power and authority necessary to do soAgreement.

Representations and Warranties of Each Party. Each of Licensor Dow and Licensee hereby represents represents, warrants, and warrants covenants to the other Party as follows: (a) it is a corporation or entity duly organized and validly existing under the laws of the state or other jurisdiction of its incorporation or formationincorporation; (b) the execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate actionaction and does not require any further corporate action or approval; (c) it has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder on behalf of itself and its Affiliates as of the Effective Date of this Agreement;hereunder; and (d) the execution, delivery and performance by such Party of this Agreement and its compliance with the terms and provisions hereof does not and will not conflict with or result in a breach of any of the terms and provisions of or constitute a default under (i) any other agreement or instrument binding or affecting it or its property; (ii) the provisions of its charter or operative documents or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound; and (e) . [**] Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the person executing this Agreement has all power and authority necessary to do soCommission.

Representations and Warranties of Each Party. Each As of Licensor the Effective Date, each of Forest and Licensee Microbia hereby represents and warrants to the other Party hereto as follows: (a) it is a corporation or entity duly organized and validly existing under the laws of the state or other jurisdiction of its incorporation or formation; (b) the execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate actionaction and does not require any shareholder action or approval; (c) it has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder on behalf of itself and its Affiliates as of the Effective Date of this Agreementhereunder; (d) the execution, delivery and performance by such Party of this Agreement and its compliance with the terms and provisions hereof does not and will shall not conflict with or result in a breach of any of the terms and provisions of or constitute a default under (i) any a loan agreement, guaranty, financing agreement, agreement affecting a product or other agreement or instrument binding or affecting it or its property; (ii) the provisions of its charter or operative documents or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound; and (e) it has the person executing this Agreement has all full right, power and authority necessary to do sogrant all of the right, title and interest in the licenses granted to the other Party under this Agreement.

Representations and Warranties of Each Party. Each As of Licensor and Licensee the Effective Date, each Party hereby represents and warrants to the other Party as follows: (a) it is a corporation or entity duly organized and validly existing under the laws of the state or other jurisdiction of its incorporation or formation; (b) the execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate actionaction and does not require any shareholder action or approval; (c) it has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder on behalf of itself and its Affiliates as of the Effective Date of this Agreementhereunder; (d) the execution, delivery and performance by such Party of this Agreement and its compliance with the terms and provisions hereof does not and will shall not conflict with or result in a breach of any of the terms and provisions of or constitute a default under (i) any a loan agreement, guaranty, financing agreement, agreement affecting a product or other agreement or instrument binding or affecting it or its property; (ii) the provisions of its charter or operative documents or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound; and (e) it has the person executing this Agreement has all full right, power and authority necessary to do sogrant all of the right, title and interest in the licenses granted to the other Party under this Agreement.

Representations and Warranties of Each Party. Each As of Licensor and Licensee the Effective Date, each Party hereby represents and warrants to the other Party as follows: (a) it is a corporation or entity duly organized and validly existing under the laws of the state or other jurisdiction of its incorporation or formation; (b) the execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate actionaction and does not require any shareholder action or approval; (c) it has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder on behalf of itself and its Affiliates as of the Effective Date of this Agreement;hereunder; 44 (d) the execution, delivery and performance by such Party of this Agreement and its compliance with the terms and provisions hereof does not and will shall not conflict with or result in a breach of any of the terms and provisions of or constitute a default under (i) any a loan agreement, guaranty, financing agreement, agreement affecting a product or other agreement or instrument binding or affecting it or its property; (ii) the provisions of its charter or operative documents or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound; and (e) it has the person executing this Agreement has all full right, power and authority necessary to do sogrant all of the right, title and interest in the licenses granted to the other Party under this Agreement.