Common use of Representations and Warranties of Lilly Clause in Contracts

Representations and Warranties of Lilly. Lilly represents and warrants to Arena as follows: (a) The execution and delivery of this Agreement have been duly and validly authorized, and all necessary action has been taken to make this Agreement a legal, valid and binding obligation of Lilly enforceable in accordance with its terms. (b) The execution and delivery of this Agreement and the performance by Lilly of its obligations hereunder will not contravene or result in the breach of the Certificate or Article of Incorporation of Lilly, or Bylaws of Lilly, or result in any material breach or violation of or material default under any material agreement, indenture, license, instrument or understanding or, to the best of its knowledge, result in any law, rule, regulation, statute, order or decree, to which Lilly is a party or by which it or any of its property is subject.