Common use of Representations and Warranties of the Parties to Each Other Clause in Contracts

Representations and Warranties of the Parties to Each Other. NextCure and Lilly each represent, warrant and covenant (as applicable) with respect to itself that: 11.5.1 as of the Effective Date, the execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of such Party, its officers and directors, and does not conflict with, violate, or breach any agreement to which such Party is a party, or such Party’s corporate charter, bylaws or similar organizational documents; 11.5.2 as of the Effective Date, this Agreement constitutes a legal, valid and binding obligation of such Party that is enforceable against it in accordance with its terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies; 11.5.3 as of the Effective Date, it is a company or corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction in which it is incorporated; 11.5.4 it has not as of the Effective Date, and will not after the Effective Date and during the Term, grant any right to any Third Party that would conflict with the rights granted to the other Party hereunder (but only while such rights remain in effect in accordance with the terms of this Agreement); and 11.5.5 it has not as of the Effective Date, and will not after the Effective Date and during the Term, use any employee, agent, contractor or consultant in connection with the development or commercialization of such Party’s respective Products who has been debarred by any governmental authority, or, to such Party’s Knowledge, is the subject of debarment proceedings by a governmental authority.