Common use of Representations, Warranties and Covenants of SEQUENOM Clause in Contracts

Representations, Warranties and Covenants of SEQUENOM. SEQUENOM represents ------------------------------------------------------ and warrants to and covenants with GENAISSANCE that: (a) SEQUENOM is a corporation duly organized, validly existing and in corporate good standing under the laws of Delaware; (b) SEQUENOM has the legal right, authority and power to enter into this Agreement; (c) SEQUENOM has taken all necessary action to authorize the execution, delivery and performance of this Agreement; (d) upon the execution and delivery of this Agreement, this Agreement shall constitute a valid and binding obligation of SEQUENOM enforceable in accordance with its 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); (e) the performance of its obligations under this Agreement will not conflict with its charter documents or result in a breach of any agreements, contracts or other arrangements to which it is a party; (f) to the best of SEQUENOM'S knowledge, GENAISSANCE's use of MassARRAY Products and practice of MassEXTEND(TM) Methods and Processes in accordance with the product information, notices, and instructions for use provided therewith, do not and will not infringe any issued patent or valid copyright of any third party that is issued or registered prior to the effective date of this Agreement, respectively; and (g) SEQUENOM will not during the term of this Agreement enter into any agreements, contracts or other arrangements that would be inconsistent with its obligations under this Agreement.

Representations, Warranties and Covenants of SEQUENOM. SEQUENOM represents ------------------------------------------------------ and warrants to and covenants with GENAISSANCE that: (a) SEQUENOM is a corporation duly organized, validly existing and in corporate good standing under the laws of Delaware; (b) SEQUENOM has the legal right, authority and power to enter into this Agreement; (c) SEQUENOM has taken all necessary action to authorize the execution, delivery and performance of this Agreement; (d) upon the execution and delivery of this Agreement, this Agreement shall constitute a valid and binding obligation of SEQUENOM enforceable in accordance with its 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); (e) the performance of its obligations under this Agreement will not conflict with its charter documents or result in a breach of any agreements, contracts or other arrangements to which it is a party; (f) to the best of SEQUENOM'S knowledge, GENAISSANCE's use of MassARRAY Products and practice of MassEXTEND(TM) MassEXTEND-TM- Methods and Processes in accordance with the product information, notices, and instructions for use provided therewith, do not and will not infringe any issued patent or valid copyright of any third party that is issued or registered prior to the effective date of this Agreement, respectively; andand *CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS. (g) SEQUENOM will not during the term of this Agreement enter into any agreements, contracts or other arrangements that would be inconsistent with its obligations under this Agreement.