knowledge, as of the Amendment Date, the Patent Rights
identified in Exhibit F constitute all the Patent Rights Controlled by
Pharmacopeia relating to the Transferred Programs.
ARTICLE 13
REPRESENTATIONS AND WARRANTIES OF ORGANON
13.1
Organon represents and warrants to Pharmacopeia
as follows:
13.1.1
Organization.
It is a corporation duly organized,
validly existing and in good standing under the laws of the Netherlands.
13.1.2
AUTHORITY.
IT HAS FULL CORPORATE POWER AND AUTHORITY TO
EXECUTE AND DELIVER THIS AGREEMENT AND TO CONSUMMATE THE TRANSACTIONS
CONTEMPLATED HEREBY.
ALL CORPORATE ACTS AND OTHER PROCEEDINGS REQUIRED TO
AUTHORIZE SUCH EXECUTION, DELIVERY, AND CONSUMMATION HAVE BEEN DULY AND PROPERLY
TAKEN AND OBTAINED.
13.1.3
ENFORCEABILITY.
THIS AGREEMENT HAS BEEN DULY EXECUTED
AND DELIVERED BY ORGANON AND CONSTITUTES THE LEGAL, VALID, AND BINDING
OBLIGATIONS OF ORGANON ENFORCEABLE AGAINST ORGANON IN ACCORDANCE WITH ITS TERMS.
13.1.4
APPROVALS AND CONSENTS.
NO APPROVAL, AUTHORIZATION,
CONSENT, OR OTHER ORDER OR ACTION OF OR FILING WITH ANY COURT, ADMINISTRATIVE
AGENCY OR OTHER GOVERNMENTAL AUTHORITY IS REQUIRED FOR THE EXECUTION AND
DELIVERY BY ORGANON OF THIS AGREEMENT OR THE CONSUMMATION BY ORGANON OF THE
TRANSACTION CONTEMPLATED HEREBY (OTHER THAN CONTEMPLATED REGULATORY APPROVALS).
13.1.5
NO CONFLICTS.
NONE OF THE EXECUTION, DELIVERY, OR
PERFORMANCE OF THIS AGREEMENT BY ORGANON (I) CONFLICTS WITH OR RESULTS IN A
BREACH UNDER THE CHARTER DOCUMENTS OR ANY MATERIAL CONTRACTUAL UNDERTAKING OF
ORGANON, OR ITS AFFILIATES OR (II) CONFLICTS WITH OR RESULTS IN A VIOLATION OF
ANY OF THE LAWS OF THE JURISDICTION OF INCORPORATION OF ORGANON.
ORGANON HAS
NOT, TO THE BEST OF ITS KNOWLEDGE ENTERED INTO, NOR WILL ORGANON, AFTER THE
EFFECTIVE DATE, KNOWINGLY ENTER INTO ANY WRITTEN OR ORAL AGREEMENT THAT IS OR
WOULD BE INCONSISTENT WITH ITS OBLIGATIONS UNDER THIS AGREEMENT OR DEPRIVES OR
WOULD DEPRIVE PHARMACOPEIA OF THE BENEFITS OF THIS AGREEMENT.
13.1.6
TITLE.
AS OF THE EFFECTIVE DATE, IT HAS GOOD TITLE TO
OR VALID LEASES OR LICENSES FOR ALL ITS PROPERTIES, RIGHTS, AND ASSETS NECESSARY
FOR THE FULFILLMENT OF ITS OBLIGATIONS AND RESPONSIBILITIES UNDER THIS
AGREEMENT.
13.1.7
Sufficient Rights. As of the Effective Date, it owns or
Controls its Patent Rights, to conduct the Research Collaboration and to grant
the rights and licenses to Pharmacopeia, and to fulfill its duties and
obligations pursuant to this Agreement.
To the knowledge of Organon, as of the
Effective Date the rights and licenses granted to Pharmacopeia hereunder do not
violate the rights of any Third Party to which Organon has granted a license.
36
13.1.8
No Prior Grant or Patents.
As of the Effective Date,
Organon has not (i) knowingly granted any licenses to Third Parties, or (ii)
knowingly filed any patent application, in either case inconsistent with the
licenses granted or to be granted to Pharmacopeia hereunder.
ARTICLE 14
SURVIVAL AND INDEMNIFICATION
14.1
Survival of Representations, Warranties,
Covenants, and Agreement.
The representations, warranties, covenants, and
agreements contained in this Agreement shall ***.
Except as expressly provided
herein, the Parties confirm that they have not relied upon any other
representations, warranties, covenants, and agreements as an