Common use of Representations and Warranties of Lilly Clause in Contracts

Representations and Warranties of Lilly. L▇▇▇▇ represents and warrants to Telix that, as of the Effective Date: (a) L▇▇▇▇ has the right to grant to Telix the rights set forth in Section 3.1; (b) it or an Affiliate thereof owns or has rights to the Licensed Technology; (c) to Lilly’s and its Affiliates’ knowledge, without duty of investigation or inquiry, the Licensed Patents existing as of the Effective Date are valid and enforceable; (d) to L▇▇▇▇’▇ knowledge, without duty of investigation or inquiry, the Licensed Antibody (or the use or manufacture thereof) does not infringe any Third Party’s Patents or constitute any other misappropriation of any Third Party’s other intellectual property rights; and (e) no current or former employee of Lilly or any of its Affiliates engaged in any activities in connection with the Development or Commercialization of the Licensed Antibody is or was debarred or disqualified under United States law, including 21 U.S.C. §335a, or any foreign equivalent thereof.