Representations and Warranties of Merck Sample Clauses

Representations and Warranties of Merck. Merck hereby represents and warrants as follows: 4.1 This Agreement and the Rights Agreement have been duly and validly authorized, executed and delivered on behalf of Merck and are valid and binding agreements of Merck enforceable against Merck in accordance with their terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except to the extent enforcement of Merck’s indemnification obligations set forth in the Rights Agreement may be limited by federal or state securities laws or the public policy underlying such laws. 4.2 Merck represents and warrants to, and covenants with, the Company that: (i) Merck is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in securities representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company and comparable entities, and has had the opportunity to request, receive, review and consider all information it deems relevant in making an informed decision to purchase the Shares; (ii) Merck is acquiring the Shares set forth in Section 1 above in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares (this representation and warranty not limiting Merck’s right to sell pursuant to the Registration Statements or in compliance with the Securities Act and the Rules and Regulations, or Merck’s right to indemnification under the Rights Agreement); (iii) Merck has not been organized, reorganized or recapitalized specifically for the purpose of investing in the Shares; (iv) Merck has completed or caused to be completed the Registration Statement Questionnaire attached hereto as part of Exhibit B, for use in preparation of the Registration Statements, and the answers thereto are true and correct as of the date hereof and will be true and correct as of the effective date of the Registration Statements and Merck will notify the Company promptly of any material change in any such information provide...

Representations and Warranties of Merck. MERCK represents and warrants to RENOVIS as of the Effective Date that: (a) to the best of MERCK’s knowledge, the MERCK Patent Rights exist and are not invalid or unenforceable, in whole or in part; (b) it has the full right, power and authority to enter into this Agreement, to meet its obligations with respect to the Initial Research Program and to grant the licenses granted under Article 3 hereof; (c) it has not previously assigned, transferred, conveyed or otherwise encumbered its right, title and interest in MERCK Patent Rights in any manner that is inconsistent with the licenses granted to RENOVIS hereunder;; (d) to the best of MERCK’s knowledge, the MERCK Patent Rights are free and clear of any liens, charges and other similar encumbrances; (e) to the best of MERCK’s knowledge, the exercise of the license granted to RENOVIS under the MERCK Patent Rights does not interfere with or infringe any intellectual property rights owned or possessed by any Third Party; (f) there are no claims, judgments or settlements against or owed by MERCK or pending or threatened claims or litigation relating to the MERCK Patent Rights; and (g) MERCK has disclosed to RENOVIS all information reasonably relevant to RENOVIS’ performance of the Initial Research Program regarding the MERCK Patent Rights licensed under this Agreement. Notwithstanding the above, [*].

Representations and Warranties of Merck. Merck represents and warrants to deCODE, as of the Effective Date, that: 10.3.1 Merck or Rosetta is the owner of, or has exclusive rights to, all of the Merck Patents in existence on the Effective Date, and has the exclusive right to grant the licenses granted under this Agreement therefor; 10.3.2 to Merck's knowledge, Merck or Rosetta has exclusive rights to all of the Merck Know-How in existence on the Effective Date and the exclusive right to grant licenses with respect thereto; 10.3.3 to Merck's knowledge, deCODE's fulfillment of its obligations under this Agreement does not infringe upon or conflict with any patent or other proprietary rights in the Territory of any Third Party; and 10.3.4 there are no patents or patent applications that Merck owns or controls in the Territory which could preclude deCODE from exercising its rights or carrying out its obligations under this Agreement and which Merck does not have the right to license or otherwise make available to deCODE.

Representations and Warranties of Merck. Merck hereby represents and warrants to Vertex, as of the Execution Date and Effective Date, that:

Representations and Warranties of Merck. Merck represents and warrants to Genetronics that as of the date of this Agreement: (a) this Agreement has been duly executed and delivered by Merck and constitutes the valid and binding obligation of Merck, enforceable against Merck in accordance with its terms except as enforceability may be limited by bankruptcy, fraudulent conveyance, insolvency, bankruptcy, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and by general equitable principles; (b) the execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of Merck, its officers and directors; (c) no provision of this Agreement violates any other agreement that Merck may have with any other person or company, and Merck acknowledges that Genetronics has relied on that representation in entering into this Agreement; (d) to the best of Merck’s knowledge, Merck owns or possesses adequate licenses or other rights to perform its obligations herein.

Representations and Warranties of Merck. Merck represents and warrants to Idera that as of the date of this Agreement it has all requisite corporate power and authority to enter into this Agreement, to perform its obligations under the Research Program, to grant the licenses set forth in Sections 3.2.1 and 3.2.2 and to otherwise perform its obligations under this Agreement.

Representations and Warranties of Merck. Merck represents and warrants to Lumos as follows:

Representations and Warranties of Merck. Merck hereby represents and warrants that: (a) Merck is a corporation with general partners duly incorporated, validly existing and in good standing under the laws of the Federal Republic of Germany, and has all corporate powers and all governmental licenses, authorizations, consents, permits, registrations and approvals required to carry on its business as now conducted except for such matters as would not have a materially adverse effect on the business, assets or results of operations of Merck and its subsidiaries, taken as a whole, and except any such effect resulting from or arising in connection with (i) changes or conditions affecting the biopharmaceuticals industry generally or (ii) changes in economic, regulatory or political conditions generally. (b) The execution, delivery and performance by Merck of this Agreement are within Merck's corporate powers and have been duly authorized by all necessary corporate action on the part of Merck. This Agreement constitutes a valid and binding agreement of Merck, enforceable in accordance with its terms, subject to (i) bankruptcy, insolvency or similar laws affecting creditors' rights generally, (ii) general equitable principles and (iii) the Exon-▇▇▇▇▇▇ Act, Section 721 of Title VII of the Defense Production Act of 1950, as amended, and the rules and regulations promulgated thereunder. (c) The execution, delivery and performance by Merck of this Agreement require no action by or in respect of, or declaration to or filing with, any governmental body, agency, official or authority other than compliance with any applicable requirements of the HSR Act. (d) The execution, delivery and performance by Merck of this Agreement do not and will not (i) contravene or conflict with the Satzung and other constitutive documents of ***Confidential Treatment Requested Merck; (ii) contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to Merck; or (iii) contravene, conflict with, constitute a breach of or default under, or give rise to any right of termination, cancellation or acceleration of any right or obligation of Merck under, any provision of any agreement, contract or other instrument binding upon Merck or any of its properties. (e) In entering into this Agreement, Merck has relied solely on its own scientific, marketing and distribution expertise and experience and its analysis and evaluation of both the scientifi...

Representations and Warranties of Merck. MERCK represents and warrants to DOV that as of the date of this Agreement: (a) MERCK has the full right, power and authority to enter into this Agreement and to perform the Collaboration; (b) MERCK is duly organized and validly existing under the laws of its country of incorporation; (c) to MERCK's knowledge, this Agreement is legally binding upon MERCK and enforceable in accordance with its terms, and the execution, delivery, and performance of this Agreement by MERCK does not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it may be bound, nor violate any material law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it; (d) MERCK is a direct or indirect wholly-owned subsidiary of Merck & Co., Inc.; and (e) MERCK is not actively engaged in the clinical development of any compound for the Indication of depression (as defined under DSM-IV).