Ambrx represents and warrants to Agensys that (a) it has provided to Agensys in writing prior to the Effective Date a true, correct and complete copy of the UC Berkeley License (b) such copy includes any and all amendments, restatements, side letters, or other modifications thereto, as the UC Berkeley License is in effect as of the Effective Date and (c) with respect to the UC Berkeley License, (i) it is in full force and effect (ii) Ambrx is not in breach ( iii) Ambrx has not received any notice of breach or notice of threatened breach and (iv) Ambrx has not received any notice from the counterparty to the UC Berkeley License of intent to reduce the scope of the field or the licenses thereunder or render any of the licenses thereunder non-exclusive, and no event, act or omission has occurred which would reasonably be expected to give rise to the right of the counterparty to the UC Berkeley License to reduce the scope of the field or the licenses thereunder or render any of the licenses thereunder non-exclusive.
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