Common use of Covenants of Licensor Clause in Contracts

Covenants of Licensor. From and after the Execution Date through the end of the Term, Licensor covenants to Pfizer as follows: 9.3.1. Licensor will not, and will cause its Affiliates not to (a) license, sell, convey, grant, assign (other than in a connection with a permitted assignment of this Agreement by Licensor pursuant to Section 13.12 (Assignment) or a permitted assignment of the BMS Sublicense pursuant to the terms thereof) or otherwise transfer to any Person (other than Pfizer or its Affiliates or Sublicensees pursuant to the terms of this Agreement) any of its rights, title or interests in or to Licensed Technology or BMS Technology, in each case, in the Territory or (b) incur or permit to exist, with respect to any Licensed Technology or BMS Technology, in each case, in the Territory, any lien, encumbrance, charge, security interest, mortgage, liability, assignment, grant of license or other obligation, in each case of clauses (a) and (b), that is or would be inconsistent with the licenses and other rights granted to Pfizer or its Affiliates under this Agreement; 9.3.2. Licensor will (a) not amend, terminate, breach or otherwise modify the BMS Agreement, Biohaven BioShin Licenses or the BioShin BMS Sublicenses or consent or waive rights with respect thereto in any manner that adversely affects the rights granted to Pfizer or Pfizer’s Affiliates or Sublicensees hereunder or under the BMS Sublicense; (b) promptly furnish Pfizer with true and complete copies of all amendments to the BMS Agreement, Biohaven BioShin Licenses and the BioShin BMS Sublicenses executed following the Execution Date to the extent such amendment relates to the BMS Technology, the BioShin Patent Rights or the BioShin Know-How; (c) remain, and cause its Affiliates to remain, in compliance in all material respects with the BMS Agreement, Biohaven BioShin Licenses and the BioShin BMS Sublicenses; and (d) promptly furnish Pfizer with copies of all notices received by Licensor or its Affiliates relating to any alleged breach or default by Licensor or its Affiliates under the BMS Agreement, Biohaven BioShin Licenses or the BioShin BMS Sublicenses.

Covenants of Licensor. From Licensor represents and after warrants to Licensee that during the Execution Date through term of this Agreement in the end of the Term, Licensor covenants to Pfizer as followsTerritory: 9.3.1. (a) Licensor will nothas, and will cause its Affiliates not continue to (a) licensehave, sell, convey, grant, assign (other than in a connection with a permitted assignment of the legal right to enter into this Agreement by and to assume the obligations hereunder and that there are no (and Licensor pursuant to Section 13.12 (Assignment) shall not enter into during the term hereof), contracts, agreements or a permitted assignment of understandings with anyone which would in any way restrict or prevent it from performing its obligations during the BMS Sublicense pursuant to the terms thereof) or otherwise transfer to any Person (other than Pfizer or its Affiliates or Sublicensees pursuant to the terms term of this Agreement) any of its rights, title or interests in or to Licensed Technology or BMS Technology, in each case, in the Territory or ; (b) incur Licensor will not harm, misuse or permit bring into disrepute the Licensed Material, but, on the contrary, will maintain the value and reputation thereof to existthe best of its ability; and (c) To Licensor’s knowledge (i) it is owner of the Licensed Material and it has the full and sufficient right and authority to grant to Licensee the rights and privileges granted hereby; (ii) the Licensed Material has not been used under circumstances that have caused the loss of the rights therein; (iii) the Licensed Material is not known to infringe upon or interfere with any valid and enforceable patents, trademarks, trade dress, trade secret or other intellectual property right of any third party; (iv) it is not aware of any claim or assertion that the Licensed Material, with respect to Products, infringes upon or interferes with any Licensed Technology or BMS Technologyvalid and enforceable patents, in each casetrade dress, in the Territory, any lien, encumbrance, charge, security interest, mortgage, liability, assignment, grant of license trade secret or other obligation, in each case intellectual property right of clauses (a) and (b), that is or would be inconsistent with the licenses and other rights granted to Pfizer or its Affiliates under this Agreement; 9.3.2. Licensor will (a) not amend, terminate, breach or otherwise modify the BMS Agreement, Biohaven BioShin Licenses or the BioShin BMS Sublicenses or consent or waive rights with respect thereto in any manner that adversely affects the rights granted to Pfizer or Pfizer’s Affiliates or Sublicensees hereunder or under the BMS Sublicense; (b) promptly furnish Pfizer with true and complete copies of all amendments to the BMS Agreement, Biohaven BioShin Licenses and the BioShin BMS Sublicenses executed following the Execution Date to the extent such amendment relates to the BMS Technology, the BioShin Patent Rights or the BioShin Know-How; (c) remain, and cause its Affiliates to remain, in compliance in all material respects with the BMS Agreement, Biohaven BioShin Licenses and the BioShin BMS Sublicensesthird party; and (v) it has not granted any option, right, privileges or license to any third parties which interfere or conflict with the rights and privileges granted to Licensee hereby. (d) promptly furnish Pfizer Licensor shall not enter into negotiations or discussions with copies any third-party regarding ownership or use of all notices received by Licensor or its Affiliates relating to any alleged breach or default by Licensor or its Affiliates under the BMS Licensed Material during the Term of this Agreement, Biohaven BioShin Licenses or the BioShin BMS Sublicenses.

Covenants of Licensor. From In addition to and after the Execution Date through the end without limiting any other covenants contained in this Agreement, Licensor, on behalf of the Termitself and its Affiliates, Licensor further covenants to Pfizer as follows: 9.3.1. Licensor will not, and will cause its Affiliates not to (a) licenseit will not enter into any agreement that would materially impair or conflict with its obligations hereunder; (b) in the event Licensor transfers, sell, convey, grant, assign assigns or conveys any interest in the Patents to any third party (including any Affiliates) other than to RPX or RPX’s Affiliates, it will obligate such third party to agree in a connection with a permitted assignment of writing to abide by all covenants, releases, rights and obligations owed under this Agreement by Licensor and to take the Patents subject to the Patent License and Hxxxxx Patent License granted by Licensor hereunder and subject to any sublicense (and release and covenant) granted by RPX or Licensor (as applicable) in accordance with Section 1; EXECUTION VERSION RPX CONFIDENTIAL (c) it shall pay all taxes (including, without limitation, sales and value added taxes) imposed on Licensor by the national government, and any state, local or other political subdivision thereof, of any country in which Licensor is subject to taxation, as the result of RPX’s furnishing consideration hereunder; (d) as of the Effective Date, Licensor will not sxx or threaten to sxx (or instruct, encourage, or aid a third party to sxx or threaten to sxx) RPX, any RPX Affiliate, any RPX Licensee, any RPX Licensee Affiliate, or any other Entity that has been granted a sublicense under the Patent License (including Covered Third Parties), unless the sublicense of the applicable RPX Licensee, RPX Licensee Affiliate, or other Entity has been terminated pursuant to Section 13.12 (AssignmentSections 1.2(c) or a permitted assignment of the BMS Sublicense pursuant with respect to the terms thereofapplicable Patents, for direct or indirect infringement (including, without limitation, inducement, or contributory infringement) under any Patent, including for direct or otherwise transfer indirect infringement under any Patent in connection with activities within the Excluded Field, and, except with respect to any Person (other than Pfizer Excluded Supplier’s supply of off-the-shelf hardware or components to an RPX Licensee or RPX Licensee Affiliate, neither Licensor nor its Affiliates will sxx or Sublicensees pursuant threaten to the terms of this Agreementsxx (or instruct, encourage, or aid a third party to sxx or threaten to sxx) any of its rightssuch RPX Licensee’s or RPX Licensee Affiliate’s customers, title suppliers, manufacturers or interests in distributors for direct or to Licensed Technology indirect infringement (including, without limitation, inducement, or BMS Technology, in each case, in the Territory or (bcontributory infringement) incur or permit to existunder any Patent, with respect to any such RPX Licensee’s or RPX Licensee Affiliate’s Licensed Technology Product and Service, unless the sublicense of the applicable RPX Licensee, RPX Licensee Affiliate, or BMS Technologysuch RPX Licensee’s, or RPX Licensee Affiliate’s customers, suppliers, manufacturers or distributors has been terminated pursuant to Sections 1.2(c) with respect to the applicable Patents; (e) as of the Effective Date, Licensor will not sxx or threaten to sxx (or instruct, encourage, or aid a third party to sxx or threaten to sxx) Alcatel-Lucent, any Alcatel-Lucent Affiliate, or any other Entity that has been granted a sublicense under the Hxxxxx Patent License (including Covered Third Parties), unless the sublicense of the applicable Alcatel-Lucent, any Alcatel-Lucent Affiliate, or any other Entity has been terminated pursuant to Sections 1.2(c) with respect to the applicable Hxxxxx Patents, for direct or indirect infringement (including, without limitation, inducement, or contributory infringement) under any Hxxxxx Patent, including for direct or indirect infringement under any Hxxxxx Patent in each caseconnection with activities within the Excluded Field, and, except with respect to any Excluded Supplier’s supply of off-the-shelf hardware or components to Alcatel-Lucent or Alcatel-Lucent Affiliate, neither Licensor nor its Affiliates will sxx or threaten to sxx (or instruct, encourage, or aid a third party to sxx or threaten to sxx) any Alcatel-Lucent or Alcatel-Lucent Affiliate’s customers, suppliers, manufacturers or distributors for direct or indirect infringement (including, without limitation, inducement, or contributory infringement) under any Hxxxxx Patent, with respect to Alcatel-Lucent’s or Alcatel-Lucent Licensee Affiliate’s Hxxxxx Licensed Product and Service, unless the sublicense of Alcatel-Lucent, Alcatel-Lucent Affiliate, or Alcatel-Lucent’s, or Alcatel-Lucent Affiliate’s customers, suppliers, manufacturers or distributors has been terminated pursuant to Sections 1.2(c) with respect to the applicable Hxxxxx Patents; and EXECUTION VERSION RPX CONFIDENTIAL (f) as of the Effective Date, in the Territoryevent that RPX provides written notice to Licensor that Licensor has sued or threatened to sxx (or instructed, encouraged, or aided a third party to sxx or threaten to sxx) any Entity in violation of the Standstill or Section 3(d), Licensor will immediately cease making any such threats and promptly dismiss, with prejudice, any lien, encumbrance, charge, security interest, mortgage, liability, assignment, grant of license such lawsuit (or other obligation, in each case of clauses (a) and (badversarial proceeding), that is or would be inconsistent with the licenses and other rights granted to Pfizer or its Affiliates under this Agreement; 9.3.2. Licensor will (a) not amendand, terminate, breach or otherwise modify the BMS Agreement, Biohaven BioShin Licenses or the BioShin BMS Sublicenses or consent or waive rights with respect thereto in any manner that adversely affects the rights granted to Pfizer or Pfizer’s Affiliates or Sublicensees hereunder or under the BMS Sublicense; (b) promptly furnish Pfizer with true and complete copies of all amendments to the BMS Agreement, Biohaven BioShin Licenses and the BioShin BMS Sublicenses executed following the Execution Date to the extent Licensor fails to take such amendment relates to action within five business (5) days following the BMS Technologywritten notice from RPX, the BioShin Patent Rights Licensor will promptly reimburse RPX and such damaged Entity, as applicable, for any reasonable costs (including reasonable attorney fees) incurred as a result of such threat or the BioShin Know-How; (c) remain, and cause its Affiliates to remain, in compliance in all material respects with the BMS Agreement, Biohaven BioShin Licenses and the BioShin BMS Sublicenses; and (d) promptly furnish Pfizer with copies of all notices received by Licensor or its Affiliates relating to any alleged breach or default by Licensor or its Affiliates under the BMS Agreement, Biohaven BioShin Licenses or the BioShin BMS Sublicenseslawsuit.

Covenants of Licensor. From In addition to and after the Execution Date through the end without limiting any other covenants contained in this Agreement, Licensor, on behalf of the Termitself and its Affiliates, Licensor further covenants to Pfizer as follows: 9.3.1. Licensor will not, and will cause its Affiliates not to (a) license, sell, convey, grant, assign it will not enter into any agreement that would materially impair or conflict with its obligations hereunder; (b) other than with respect to any debt or similar financing, it will not pledge the Patents as collateral for any obligation or grant or cause any lien or security interest to be filed against or otherwise attach to the Patents or otherwise encumber the Patents; (c) in a connection with a permitted assignment of the event it transfers, assigns or conveys any interest in and to the Patents to any third party (including any Affiliates) other than to RPX or RPX’s Affiliates, it will obligate such third party to agree in writing to abide by all covenants, releases, rights and obligations owed under this Agreement by Licensor pursuant and to Section 13.12 (Assignment) or a permitted assignment of take the BMS Sublicense pursuant Patents subject to the terms thereof) or otherwise transfer Patent License granted by Licensor hereunder and subject to any Person sublicense (and release) granted by RPX in accordance with Section 1; [*] CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. (d) it shall take all commercially reasonable actions to maintain and defend the Patents, including without limitation timely paying all maintenance fees, annuities and the like due or payable on the Patents in the PTO and any foreign patent offices; (e) it shall pay all taxes (including, without limitation, sales and value added taxes) imposed on Licensor by the national government, and any state, local or other than Pfizer or its Affiliates or Sublicensees pursuant political subdivision thereof, of any country in which Licensor is subject to taxation, as the terms result of RPX’s furnishing consideration under this Agreement and/or the Patent Rights Agreement; (f) following the Effective Date, neither Licensor nor any of its rightsAffiliates will xxx or threaten to xxx (or instruct, title encourage, or interests in aid a third party to xxx or threaten to Licensed Technology xxx) RPX, any RPX Affiliate, any RPX Member, any RPX Licensee, any RPX Licensee Affiliate, or BMS Technologyany other Entity that has been granted a sublicense hereunder for direct or indirect infringement (including, in each casewithout limitation, in inducement or contributory infringement) under any Patent after the Territory Effective Date or such date RPX has paid any Expanded License Fee Payment(s), as applicable, and neither Licensor nor its Affiliates will xxx or threaten to xxx (bor instruct, encourage, or aid a third party to xxx or threaten to xxx) incur any such RPX Member’s, RPX Licensee’s, or permit to existRPX Licensee Affiliate’s customers, suppliers, manufacturers or distributors for direct or indirect infringement (including, without limitation, inducement or contributory infringement) under any Patent after the Effective Date or such date RPX has paid any Expanded License Fee Payment(s), as applicable, with respect to any such RPX Member’s, RPX Licensee’s, or RPX Licensee Affiliate’s Licensed Technology or BMS Technology, in each caseProduct and Service; (g) following the Effective Date, in the Territoryevent that RPX provides written notice to Licensor that Licensor has sued or threatened to xxx (or instructed, encouraged, or aided a third party to xxx or threaten to xxx) any Entity in violation of Section 3(f), Licensor will immediately cease making any such threats and promptly dismiss, with prejudice, any lien, encumbrance, charge, security interest, mortgage, liability, assignment, grant of license such lawsuit (or other obligation, in each case of clauses (a) and (badversarial proceeding), that is or would be inconsistent with the licenses and other rights granted to Pfizer or its Affiliates under this Agreement; 9.3.2. Licensor will (a) not amendand, terminate, breach or otherwise modify the BMS Agreement, Biohaven BioShin Licenses or the BioShin BMS Sublicenses or consent or waive rights with respect thereto in any manner that adversely affects the rights granted to Pfizer or Pfizer’s Affiliates or Sublicensees hereunder or under the BMS Sublicense; (b) promptly furnish Pfizer with true and complete copies of all amendments to the BMS Agreement, Biohaven BioShin Licenses and the BioShin BMS Sublicenses executed following the Execution Date to the extent Licensor fails to take such amendment relates action within five (5) days following the written notice from RPX, Licensor will promptly reimburse RPX and such damaged Entity, as applicable, for any reasonable costs (including reasonable attorney fees) incurred as a result of such threat or lawsuit; (h) after the Effective Date, Licensor shall not acquire any right, title or interest in, or exclusive license rights under, any patents or patent applications other than the Patents; and (i) Licensor shall give RPX prompt written notice of any license under any Patents or covenants not to xxx under any Patents, which notice shall include any identification of the BMS Technology, the BioShin Patent Rights party involved and confirmation of whether any license or the BioShin Know-How; (c) remain, and cause its Affiliates to remain, in compliance in all material respects with the BMS Agreement, Biohaven BioShin Licenses and the BioShin BMS Sublicenses; and (d) promptly furnish Pfizer with copies of all notices received covenant under any Patents has been granted by Licensor or its Affiliates relating to any alleged breach or default by Licensor or its Affiliates under the BMS Agreement, Biohaven BioShin Licenses or the BioShin BMS SublicensesLicensor.

Covenants of Licensor. From and after the Execution Date through the end of the Term, Licensor covenants to Pfizer as followsLicensee that: 9.3.1. Licensor will not, and will cause its Affiliates not to will (a) license, sell, convey, grant, assign (other than in a connection with a permitted assignment maintain Control of this Agreement by Licensor pursuant to Section 13.12 (Assignment) or a permitted assignment of the BMS Sublicense pursuant to the terms thereof) or otherwise transfer to any Person (other than Pfizer or its Affiliates or Sublicensees pursuant to the terms of this Agreement) any of its rights, title or interests in or to all Licensed Technology or BMS Technology, in each case, in the Territory or at all times during the Term (except with respect to the rights granted to Licensee hereunder), (b) incur maintain Control of all Licensed Technology that is in-licensed by Licensor, (c) not assign, transfer, encumber, pledge, or permit otherwise grant any Third Party any rights or security interests with respect thereto that would conflict with, limit the scope of, or adversely affect the rights granted to existLicensee under this Agreement, and (d) not enter into any agreement, whether written or oral, with respect to or otherwise assign, transfer, license, convey, or otherwise encumber its right, title or interest in or to the Licensed Patents or Licensed Know-How for use in connection with any Licensed Technology or BMS Technology, in each case, Product in the Territory, Field in the Territory (including by granting any lien, encumbrance, charge, security interest, mortgage, liability, assignment, grant of license or other obligation, in each case of clauses (acovenant not to sue with respect thereto) and (b), to any Person that is or would be inconsistent with or otherwise diminish the rights and licenses and other rights granted to Pfizer or its Affiliates Licensee under this Agreement; 9.3.2. neither Licensor nor any of its Affiliates will (a) not amend, terminate, breach effect any corporate restructuring or enter into any new agreement or otherwise modify the BMS Agreementobligate itself to any Third Party, Biohaven BioShin Licenses or the BioShin BMS Sublicenses or consent or waive rights with respect thereto in any each case, in a manner that conflicts with or otherwise adversely affects the rights and licenses granted to Pfizer or Pfizer’s Affiliates or Sublicensees hereunder or under the BMS Sublicense; (b) promptly furnish Pfizer with true and complete copies of all amendments to the BMS Agreement, Biohaven BioShin Licenses and the BioShin BMS Sublicenses executed following the Execution Date to the extent such amendment relates to the BMS Technology, the BioShin Patent Rights or the BioShin Know-How; (c) remainLicensee hereunder; 9.3.3. Licensor will, and will cause its Affiliates to remainto, remain in compliance in all material respects with the BMS Existing In-Licenses and Collaboration In-Licenses, and it will not, without Licensee’s written consent, (a) breach or otherwise take any action that could permit the licensor thereunder to terminate such Existing In-License or Collaboration In-License or otherwise adversely affect the rights granted to Licensee under this Agreement, Biohaven BioShin or (b) amend any Existing In-Licenses and the BioShin BMS Sublicenses; and (d) promptly furnish Pfizer with copies or Collaboration In-Licenses. Licensor will provide prompt notice to Licensee of all notices received by Licensor or its Affiliates relating to any alleged breach or default by or request for amendment of any Existing In-Licenses or Collaboration In-Licenses. Licensee will have the right to cure any default or potential default of Licensor under any Existing In-Licenses or Collaboration In-Licenses (including the right to perform any obligation or make any payment on Licensor’s behalf) and if Licensee makes any payments to a Third Party in connection with the cure or other resolution of any alleged breach or default of Licensor, then, notwithstanding any provision to the contrary set forth in this Agreement, Licensee may credit the full amount of such payments against any milestone payments, royalties, or other amounts payable to Licensor under this Agreement; 9.3.4. Licensor will, and will ensure that its Affiliates and subcontractors, obtain written agreements from any and all Persons involved in or performing any Development of the Licensed Antibodies or Licensed Products by or on behalf of Licensor that assign such Persons’ rights, title, and interests in and to any Licensed Technology to Licensor prior to any such Person performing such activities; and 9.3.5. if Licensor grants a license to a Third Party licensee outside the Territory under the BMS AgreementLicensed Technology with respect to Licensed Antibodies or Licensed Products, Biohaven BioShin Licenses or then Licensor will require, in connection with the BioShin BMS Sublicensesnegotiation of any such Third Party license agreement, that such Third Party licensee provides to Licensor the information set forth in Section 3.3 (Data Exchange) such that Licensor Controls such information for the purpose of Licensor’s data sharing obligations to Licensee set forth in Section 3.3 (Data Exchange).

Covenants of Licensor. From In addition to and after the Execution Date through the end without limiting any other covenants contained in this Agreement, Licensor, on behalf of the Termitself and its Affiliates, Licensor further covenants to Pfizer as follows: 9.3.1. Licensor will not, and will cause its Affiliates not to (a) license, sell, convey, grant, assign it will not enter into any agreement that would materially impair or conflict with its obligations hereunder; (b) other than with respect to any debt or similar financing, it will not pledge the Patents as collateral for any obligation or grant or cause any lien or security interest to be filed against or otherwise attach to the Patents or otherwise encumber the Patents; (c) in a connection with a permitted assignment of the event it transfers, assigns or conveys any interest in and to the Patents to any third party (including any Affiliates) other than to RPX or RPX’s Affiliates, it will obligate such third party to agree in writing to abide by all covenants, releases, rights and obligations owed under this Agreement by Licensor pursuant and to Section 13.12 (Assignment) or a permitted assignment of take the BMS Sublicense pursuant Patents subject to the terms thereof) or otherwise transfer Patent License granted by Licensor hereunder and subject to any Person sublicense (and release) granted by RPX in accordance with Section 1; (d) it shall take all commercially reasonable actions to maintain and defend the Patents, including without limitation timely paying all maintenance fees, annuities and the like due or payable on the Patents in the PTO and any foreign patent offices; (e) it shall pay all taxes (including, without limitation, sales and value added taxes) imposed on Licensor by the national government, and any state, local or other than Pfizer or its Affiliates or Sublicensees pursuant political subdivision thereof, of any country in which Licensor is subject to taxation, as the terms result of RPX’s furnishing consideration under this Agreement and/or the Patent Rights Agreement; (f) following the Effective Date, neither Licensor nor any of its rightsAffiliates will xxx or threaten to xxx (or instruct, title encourage, or interests in aid a third party to xxx or threaten to Licensed Technology xxx) RPX, any RPX Affiliate, any RPX Member, any RPX Licensee, any RPX Licensee Affiliate, or BMS Technologyany other Entity that has been granted a sublicense hereunder for direct or indirect infringement (including, in each casewithout limitation, in inducement or contributory infringement) under any Patent after the Territory Effective Date or such date RPX has paid any Expanded License Fee Payment(s), as applicable, and neither Licensor nor its Affiliates will xxx or threaten to xxx (bor instruct, encourage, or aid a third party to xxx or threaten to xxx) incur any such RPX Member’s, RPX Licensee’s, or permit to existRPX Licensee Affiliate’s customers, suppliers, manufacturers or distributors for direct or indirect infringement (including, without limitation, inducement or contributory infringement) under any Patent after the Effective Date or such date RPX has paid any Expanded License Fee Payment(s), as applicable, with respect to any such RPX Member’s, RPX Licensee’s, or RPX Licensee Affiliate’s Licensed Technology or BMS Technology, in each caseProduct and Service; (g) following the Effective Date, in the Territoryevent that RPX provides written notice to Licensor that Licensor has sued or threatened to xxx (or instructed, encouraged, or aided a third party to xxx or threaten to xxx) any Entity in violation of Section 3(f), Licensor will immediately cease making any such threats and promptly dismiss, with prejudice, any lien, encumbrance, charge, security interest, mortgage, liability, assignment, grant of license such lawsuit (or other obligation, in each case of clauses (a) and (badversarial proceeding), that is or would be inconsistent with the licenses and other rights granted to Pfizer or its Affiliates under this Agreement; 9.3.2. Licensor will (a) not amendand, terminate, breach or otherwise modify the BMS Agreement, Biohaven BioShin Licenses or the BioShin BMS Sublicenses or consent or waive rights with respect thereto in any manner that adversely affects the rights granted to Pfizer or Pfizer’s Affiliates or Sublicensees hereunder or under the BMS Sublicense; (b) promptly furnish Pfizer with true and complete copies of all amendments to the BMS Agreement, Biohaven BioShin Licenses and the BioShin BMS Sublicenses executed following the Execution Date to the extent Licensor fails to take such amendment relates action within five (5) days following the written notice from RPX, Licensor will promptly reimburse RPX and such damaged Entity, as applicable, for any reasonable costs (including reasonable attorney fees) incurred as a result of such threat or lawsuit; (h) after the Effective Date, Licensor shall not acquire any right, title or interest in, or exclusive license rights under, any patents or patent applications other than the Patents; and (i) Licensor shall give RPX prompt written notice of any license under any Patents or covenants not to xxx under any Patents, which notice shall include any identification of the BMS Technology, the BioShin Patent Rights party involved and confirmation of whether any license or the BioShin Know-How; (c) remain, and cause its Affiliates to remain, in compliance in all material respects with the BMS Agreement, Biohaven BioShin Licenses and the BioShin BMS Sublicenses; and (d) promptly furnish Pfizer with copies of all notices received covenant under any Patents has been granted by Licensor or its Affiliates relating to any alleged breach or default by Licensor or its Affiliates under the BMS Agreement, Biohaven BioShin Licenses or the BioShin BMS SublicensesLicensor.

Covenants of Licensor. From In addition to and after the Execution Date through the end without limiting any other covenants contained in this Agreement, Licensor, on behalf of the Termitself and its Affiliates, Licensor further covenants to Pfizer as follows: 9.3.1. Licensor will not, and will cause its Affiliates not to : (a) license, sell, convey, grant, assign it will not enter into any agreement that would materially impair or conflict with its obligations hereunder; (b) other than with respect to any debt or similar financing, it will not pledge the Patents as collateral for any obligation or grant or cause any lien or security interest to be filed against or otherwise attach to the Patents or otherwise encumber the Patents; (c) in a connection with a permitted assignment of the event it transfers, assigns or conveys any interest in and to the Patents to any third party (including any Affiliates) other than to RPX or RPX’s Affiliates, it will obligate such third party to agree in writing to abide by all covenants, releases, rights and obligations owed under this Agreement by Licensor pursuant and to Section 13.12 (Assignment) or a permitted assignment of take the BMS Sublicense pursuant Patents subject to the terms thereof) or otherwise transfer Patent License granted by Licensor hereunder and subject to any Person sublicense (and release) granted by RPX in accordance with Section 1; [*] CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. A-6 (d) it shall take all commercially reasonable actions to maintain and defend the Patents, including without limitation timely paying all maintenance fees, annuities and the like due or payable on the Patents in the PTO and any foreign patent offices; (e) it shall pay all taxes (including, without limitation, sales and value added taxes) imposed on Licensor by the national government, and any state, local or other than Pfizer or its Affiliates or Sublicensees pursuant political subdivision thereof, of any country in which Licensor is subject to taxation, as the terms result of RPX’s furnishing consideration under this Agreement and/or the Patent Rights Agreement; (f) following the Effective Date, neither Licensor nor any of its rightsAffiliates will xxx or threaten to xxx (or instruct, title encourage, or interests in aid a third party to xxx or threaten to Licensed Technology xxx) RPX, any RPX Affiliate, any RPX Member, any RPX Licensee, any RPX Licensee Affiliate, or BMS Technologyany other Entity that has been granted a sublicense hereunder for direct or indirect infringement (including, in each casewithout limitation, in inducement or contributory infringement) under any Patent after the Territory Effective Date or such date RPX has paid any Expanded License Fee Payment(s), as applicable, and neither Licensor nor its Affiliates will xxx or threaten to xxx (bor instruct, encourage, or aid a third party to xxx or threaten to xxx) incur any such RPX Member’s, RPX Licensee’s, or permit to existRPX Licensee Affiliate’s customers, suppliers, manufacturers or distributors for direct or indirect infringement (including, without limitation, inducement or contributory infringement) under any Patent after the Effective Date or such date RPX has paid any Expanded License Fee Payment(s), as applicable, with respect to any such RPX Member’s, RPX Licensee’s, or RPX Licensee Affiliate’s Licensed Technology or BMS Technology, in each caseProduct and Service; (g) following the Effective Date, in the Territoryevent that RPX provides written notice to Licensor that Licensor has sued or threatened to xxx (or instructed, encouraged, or aided a third party to xxx or threaten to xxx) any Entity in violation of Section 3(f), Licensor will immediately cease making any such threats and promptly dismiss, with prejudice, any lien, encumbrance, charge, security interest, mortgage, liability, assignment, grant of license such lawsuit (or other obligation, in each case of clauses (a) and (badversarial proceeding), that is or would be inconsistent with the licenses and other rights granted to Pfizer or its Affiliates under this Agreement; 9.3.2. Licensor will (a) not amendand, terminate, breach or otherwise modify the BMS Agreement, Biohaven BioShin Licenses or the BioShin BMS Sublicenses or consent or waive rights with respect thereto in any manner that adversely affects the rights granted to Pfizer or Pfizer’s Affiliates or Sublicensees hereunder or under the BMS Sublicense; (b) promptly furnish Pfizer with true and complete copies of all amendments to the BMS Agreement, Biohaven BioShin Licenses and the BioShin BMS Sublicenses executed following the Execution Date to the extent Licensor fails to take such amendment relates to action within five (5) days following the BMS Technologywritten notice from RPX, the BioShin Patent Rights Licensor will promptly reimburse RPX and such damaged Entity, as applicable, for any reasonable costs (including reasonable attorney fees) incurred as a result of such threat or the BioShin Know-Howlawsuit; (ch) remainafter the Effective Date, and cause its Affiliates to remainLicensor shall not acquire any right, in compliance in all material respects with title or interest in, or exclusive license rights under, any patents or patent applications other than the BMS Agreement, Biohaven BioShin Licenses and the BioShin BMS SublicensesPatents; and (di) promptly furnish Pfizer with copies Licensor shall give RPX prompt written notice of all notices received any license under any Patents or covenants not to xxx under any Patents, which notice shall include any identification of the party involved and confirmation of whether any license or covenant under any Patents has been granted by Licensor or its Affiliates relating to any alleged breach or default by Licensor or its Affiliates under the BMS AgreementLicensor. Section 4. Disclaimers, Biohaven BioShin Licenses or the BioShin BMS SublicensesIndemnification and Releases 4.1 Disclaimer. NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY EXCEPT AS EXPRESSLY SET FORTH IN SECTIONS 2 AND 3 ABOVE, AND EACH PARTY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. EXCEPT AS EXPRESSLY SET FORTH IN SECTIONS 2 AND 3, NEITHER PARTY GIVES THE OTHER PARTY ANY ASSURANCE: (A) REGARDING THE PATENTABILITY OF ANY CLAIMED INVENTION IN, OR THE VALIDITY, OF ANY PATENT, OR [*] CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. A-7 (B) THAT THE MANUFACTURE, USE, SALE, OFFERING FOR SALE, IMPORTATION, EXPORTATION, OR OTHER DISTRIBUTION OF ANY LICENSED PRODUCT AND SERVICE DISCLOSED AND CLAIMED IN ANY PATENT BY ANY LICENSEE, SUBLICENSEE OR ANYONE ELSE WILL OR WILL NOT CONSTITUTE AN INFRINGEMENT OF SUCH RIGHTS OR ANY INTELLECTUAL PROPERTY RIGHTS OF ANY OTHER PERSONS OR ENTITIES.

Covenants of Licensor. From In addition to and after the Execution Date through the end without limiting any other covenants contained in this Agreement, Licensor, on behalf of the Termitself and its Affiliates, Licensor further covenants to Pfizer as follows: 9.3.1. Licensor will not, and will cause its Affiliates not to (a) license, sell, convey, grant, assign it will not enter into any agreement that would materially impair or conflict with its obligations hereunder; (b) other than with respect to any debt or similar financing, it will not pledge the Patents as collateral for any obligation or grant or cause any lien or security interest to be filed against or otherwise attach to the Patents or otherwise encumber the Patents; (c) in a connection with a permitted assignment of the event it transfers, assigns or conveys any interest in and to the Patents to any third party (including any Affiliates) other than to RPX or RPX’s Affiliates, it will obligate such third party to agree in writing to abide by all covenants, releases, rights and obligations owed under this Agreement by Licensor pursuant and to Section 13.12 (Assignment) or a permitted assignment of take the BMS Sublicense pursuant Patents subject to the terms thereof) or otherwise transfer Patent License granted by Licensor hereunder and subject to any Person sublicense (and release) granted by RPX in accordance with Section 1; (d) it shall take all commercially reasonable actions to maintain and defend the Patents, including without limitation timely paying all maintenance fees, annuities and the like due or payable on the Patents in the PTO and any foreign patent offices; (e) it shall pay all taxes (including, without limitation, sales and value added taxes) imposed on Licensor by the national government, and any state, local or other than Pfizer or its Affiliates or Sublicensees pursuant political subdivision thereof, of any country in which Licensor is subject to taxation, as the terms result of RPX’s furnishing consideration under this Agreement and/or the Patent Rights Agreement; (f) following the Effective Date, neither Licensor nor any of its rightsAffiliates will xxx or threaten to xxx (or instruct, title encourage, or interests in aid a third party to xxx or threaten to Licensed Technology xxx) RPX, any RPX Affiliate, any RPX Member, any RPX Licensee, any RPX Licensee Affiliate, or BMS Technologyany other Entity that has been granted a sublicense hereunder for direct or indirect infringement (including, in each casewithout limitation, in inducement or contributory infringement) under any Patent after the Territory Effective Date or such date RPX has paid any Expanded License Fee Payment(s), as applicable, and neither Licensor nor its Affiliates will xxx or threaten to xxx (bor instruct, encourage, or aid a third party to xxx or threaten to xxx) incur any such RPX Member’s, RPX Licensee’s, or permit to existRPX Licensee Affiliate’s customers, suppliers, manufacturers or distributors for direct or indirect infringement (including, without limitation, inducement or contributory infringement) under any Patent after the Effective Date or such date RPX has paid any Expanded License Fee Payment(s), as applicable, with respect to any such RPX Member’s, RPX Licensee’s, or RPX Licensee Affiliate’s Licensed Technology or BMS Technology, in each caseProduct and Service; (g) following the Effective Date, in the Territoryevent that RPX provides written notice to Licensor that Licensor has sued or threatened to xxx (or instructed, encouraged, or aided a third party to xxx or threaten to xxx) any Entity in violation of Section 3(f), Licensor will immediately cease making any such threats and promptly dismiss, with prejudice, any lien, encumbrance, charge, security interest, mortgage, liability, assignment, grant of license such lawsuit (or other obligation, in each case of clauses (a) and (badversarial proceeding), that is or would be inconsistent with the licenses and other rights granted to Pfizer or its Affiliates under this Agreement; 9.3.2. Licensor will (a) not amendand, terminate, breach or otherwise modify the BMS Agreement, Biohaven BioShin Licenses or the BioShin BMS Sublicenses or consent or waive rights with respect thereto in any manner that adversely affects the rights granted to Pfizer or Pfizer’s Affiliates or Sublicensees hereunder or under the BMS Sublicense; (b) promptly furnish Pfizer with true and complete copies of all amendments to the BMS Agreement, Biohaven BioShin Licenses and the BioShin BMS Sublicenses executed following the Execution Date to the extent Licensor fails to take such amendment relates to action within five (5) days following the BMS Technologywritten notice from RPX, the BioShin Patent Rights Licensor will promptly reimburse RPX and such damaged Entity, as applicable, for any reasonable costs (including reasonable attorney fees) incurred as a result of such threat or the BioShin Know-How; (c) remain, and cause its Affiliates to remain, in compliance in all material respects with the BMS Agreement, Biohaven BioShin Licenses and the BioShin BMS Sublicenses; and (d) promptly furnish Pfizer with copies of all notices received by Licensor or its Affiliates relating to any alleged breach or default by Licensor or its Affiliates under the BMS Agreement, Biohaven BioShin Licenses or the BioShin BMS Sublicenses.lawsuit;

Covenants of Licensor. From In addition to and after the Execution Date through the end without limiting any other covenants contained in this Agreement, Licensor, on behalf of the Termitself and its Affiliates, Licensor further covenants to Pfizer as follows: 9.3.1. Licensor will not, and will cause its Affiliates not to (a) licenseit will not enter into any agreement that would materially impair or conflict with its obligations hereunder; (b) without limiting the restrictions on transfer during the Standstill Period, sellin the event Licensor transfers, convey, grant, assign assigns or conveys any interest in and to the Patents to any third party (including any Affiliates) other than to RPX or RPX’s Affiliates, it will obligate such third party to agree in a connection with a permitted assignment of writing to abide by all covenants, releases, rights and obligations owed under this Agreement by Licensor and to take the Patents subject to the Patent License and Litigation Patent License granted by Licensor hereunder and subject to any sublicense (and release and covenant) granted by RPX or Licensor (as applicable) in accordance with Section 1; (c) it shall pay all taxes (including, without limitation, sales and value added taxes) imposed on Licensor by the national government, and any state, local or other political subdivision thereof, of any country in which Licensor is subject to taxation, as the result of RPX’s furnishing consideration hereunder; (d) as of the Effective Date, Licensor will not sxx or threaten to sxx (or instruct, encourage, or aid a third party to sxx or threaten to sxx) RPX, any RPX Affiliate, any RPX Licensee, any RPX Licensee Affiliate, or any other Entity that has been granted a sublicense under the Patent License (including Covered Third Parties), unless the sublicense of the applicable RPX Licensee, RPX Licensee Affiliate, or other Entity has been terminated pursuant to Section 13.12 (AssignmentSections 1.2(f) or a permitted assignment of the BMS Sublicense pursuant to the terms thereof1.2(g), for direct or indirect infringement (including, without limitation, inducement, or contributory infringement) or otherwise transfer under any Patent, and, except with respect to any Person (other than Pfizer Excluded Supplier’s supply of off-the-shelf hardware or components to an RPX Licensee or RPX Licensee Affiliate, neither Licensor nor its Affiliates will sxx or Sublicensees pursuant threaten to the terms of this Agreementsxx (or instruct, encourage, or aid a third party to sxx or threaten to sxx) any of its rightssuch RPX Licensee’s, title or interests in RPX Licensee Affiliate’s customers, suppliers, manufacturers or to Licensed Technology distributors for direct or BMS Technologyindirect infringement (including, in each casewithout limitation, in the Territory inducement, or (bcontributory infringement) incur or permit to existunder any Patent, with respect to any such RPX Licensee’s, or RPX Licensee Affiliate’s Licensed Technology Product and Service, unless the sublicense of the applicable RPX Licensee, RPX Licensee Affiliate, or BMS Technologysuch RPX Licensee’s, in each caseor RPX Licensee Affiliate’s customers, suppliers, manufacturers or distributors has been terminated pursuant to Sections 1.2(f) or 1.2(g); and (e) as of the Effective Date, in the Territoryevent that RPX provides written notice to Licensor that Licensor has sued or threatened to sxx (or instructed, encouraged, or aided a third party to sxx or threaten to sxx) any Entity in violation of the Standstill or Section 3(d), Licensor will immediately cease making any such threats and promptly dismiss, with prejudice, any lien, encumbrance, charge, security interest, mortgage, liability, assignment, grant of license such lawsuit (or other obligation, in each case of clauses (a) and (badversarial proceeding), that is or would be inconsistent with the licenses and other rights granted to Pfizer or its Affiliates under this Agreement; 9.3.2. Licensor will (a) not amendand, terminate, breach or otherwise modify the BMS Agreement, Biohaven BioShin Licenses or the BioShin BMS Sublicenses or consent or waive rights with respect thereto in any manner that adversely affects the rights granted to Pfizer or Pfizer’s Affiliates or Sublicensees hereunder or under the BMS Sublicense; (b) promptly furnish Pfizer with true and complete copies of all amendments to the BMS Agreement, Biohaven BioShin Licenses and the BioShin BMS Sublicenses executed following the Execution Date to the extent Licensor fails to take such amendment relates to action within five business (5) days following the BMS Technologywritten notice from RPX, the BioShin Patent Rights Licensor will promptly reimburse RPX and such damaged Entity, as applicable, for any reasonable costs (including reasonable attorney fees) incurred as a result of such threat or the BioShin Know-How; (c) remain, and cause its Affiliates to remain, in compliance in all material respects with the BMS Agreement, Biohaven BioShin Licenses and the BioShin BMS Sublicenses; and (d) promptly furnish Pfizer with copies of all notices received by Licensor or its Affiliates relating to any alleged breach or default by Licensor or its Affiliates under the BMS Agreement, Biohaven BioShin Licenses or the BioShin BMS Sublicenseslawsuit.

Covenants of Licensor. From In addition to and after the Execution Date through the end without limiting any other covenants contained in this Agreement, Licensor, on behalf of the Termitself and its Affiliates, Licensor further covenants to Pfizer as follows: 9.3.1. Licensor will not, and will cause its Affiliates not to : (a) license, sell, convey, grant, assign it will not enter into any agreement that would materially impair or conflict with its obligations hereunder; (b) other than with respect to any debt or similar financing, it will not pledge the Patents as collateral for any obligation or grant or cause any lien or security interest to be filed against or otherwise attach to the Patents or otherwise encumber the Patents; (c) in a connection with a permitted assignment of the event it transfers, assigns or conveys any interest in and to the Patents to any third party (including any Affiliates) other than to RPX or RPX’s Affiliates, it will obligate such third party to agree in writing to abide by all covenants, releases, rights and obligations owed under this Agreement by Licensor pursuant and to Section 13.12 (Assignment) or a permitted assignment of take the BMS Sublicense pursuant Patents subject to the terms thereof) or otherwise transfer Patent License granted by Licensor hereunder and subject to any Person sublicense (and release) granted by RPX in accordance with Section 1; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. (d) it shall take all commercially reasonable actions to maintain and defend the Patents, including without limitation timely paying all maintenance fees, annuities and the like due or payable on the Patents in the PTO and any foreign patent offices; (e) it shall pay all taxes (including, without limitation, sales and value added taxes) imposed on Licensor by the national government, and any state, local or other than Pfizer or its Affiliates or Sublicensees pursuant political subdivision thereof, of any country in which Licensor is subject to taxation, as the terms result of RPX’s furnishing consideration under this Agreement and/or the Patent Rights Agreement; (f) following the Effective Date, neither Licensor nor any of its rightsAffiliates will xxx or threaten to xxx (or instruct, title encourage, or interests in aid a third party to xxx or threaten to Licensed Technology xxx) RPX, any RPX Affiliate, any RPX Member, any RPX Licensee, any RPX Licensee Affiliate, or BMS Technologyany other Entity that has been granted a sublicense hereunder for direct or indirect infringement (including, in each casewithout limitation, in inducement or contributory infringement) under any Patent after the Territory Effective Date or such date RPX has paid any Expanded License Fee Payment(s), as applicable, and neither Licensor nor its Affiliates will xxx or threaten to xxx (bor instruct, encourage, or aid a third party to xxx or threaten to xxx) incur any such RPX Member’s, RPX Licensee’s, or permit to existRPX Licensee Affiliate’s customers, suppliers, manufacturers or distributors for direct or indirect infringement (including, without limitation, inducement or contributory infringement) under any Patent after the Effective Date or such date RPX has paid any Expanded License Fee Payment(s), as applicable, with respect to any such RPX Member’s, RPX Licensee’s, or RPX Licensee Affiliate’s Licensed Technology or BMS Technology, in each caseProduct and Service; (g) following the Effective Date, in the Territoryevent that RPX provides written notice to Licensor that Licensor has sued or threatened to xxx (or instructed, encouraged, or aided a third party to xxx or threaten to xxx) any Entity in violation of Section 3(f), Licensor will immediately cease making any such threats and promptly dismiss, with prejudice, any lien, encumbrance, charge, security interest, mortgage, liability, assignment, grant of license such lawsuit (or other obligation, in each case of clauses (a) and (badversarial proceeding), that is or would be inconsistent with the licenses and other rights granted to Pfizer or its Affiliates under this Agreement; 9.3.2. Licensor will (a) not amendand, terminate, breach or otherwise modify the BMS Agreement, Biohaven BioShin Licenses or the BioShin BMS Sublicenses or consent or waive rights with respect thereto in any manner that adversely affects the rights granted to Pfizer or Pfizer’s Affiliates or Sublicensees hereunder or under the BMS Sublicense; (b) promptly furnish Pfizer with true and complete copies of all amendments to the BMS Agreement, Biohaven BioShin Licenses and the BioShin BMS Sublicenses executed following the Execution Date to the extent Licensor fails to take such amendment relates to action within five (5) days following the BMS Technologywritten notice from RPX, the BioShin Patent Rights Licensor will promptly reimburse RPX and such damaged Entity, as applicable, for any reasonable costs (including reasonable attorney fees) incurred as a result of such threat or the BioShin Know-Howlawsuit; (ch) remainafter the Effective Date, and cause its Affiliates to remainLicensor shall not acquire any right, in compliance in all material respects with title or interest in, or exclusive license rights under, any patents or patent applications other than the BMS Agreement, Biohaven BioShin Licenses and the BioShin BMS SublicensesPatents; and (di) promptly furnish Pfizer with copies Licensor shall give RPX prompt written notice of all notices received any license under any Patents or covenants not to xxx under any Patents, which notice shall include any identification of the party involved and confirmation of whether any license or covenant under any Patents has been granted by Licensor or its Affiliates relating to any alleged breach or default by Licensor or its Affiliates under the BMS AgreementLicensor. Section 4. Disclaimers, Biohaven BioShin Licenses or the BioShin BMS SublicensesIndemnification and Releases 4.1 Disclaimer. NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY EXCEPT AS EXPRESSLY SET FORTH IN SECTIONS 2 AND 3 ABOVE, AND EACH PARTY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. EXCEPT AS EXPRESSLY SET FORTH IN SECTIONS 2 AND 3, NEITHER PARTY GIVES THE OTHER PARTY ANY ASSURANCE: (A) REGARDING THE PATENTABILITY OF ANY CLAIMED INVENTION IN, OR THE VALIDITY, OF ANY PATENT, OR (B) THAT THE MANUFACTURE, USE, SALE, OFFERING FOR SALE, IMPORTATION, EXPORTATION, OR OTHER DISTRIBUTION OF ANY LICENSED PRODUCT AND SERVICE DISCLOSED AND CLAIMED IN ANY PATENT BY ANY LICENSEE, SUBLICENSEE OR ANYONE ELSE WILL OR WILL NOT CONSTITUTE AN INFRINGEMENT OF SUCH RIGHTS OR ANY INTELLECTUAL PROPERTY RIGHTS OF ANY OTHER PERSONS OR ENTITIES. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. 4.2.

Covenants of Licensor. From In addition to and after the Execution Date through the end without limiting any other covenants contained in this Agreement, Licensor, on behalf of the Termitself and its Affiliates, Licensor further covenants to Pfizer as follows: 9.3.1. Licensor will not, and will cause its Affiliates not to : (a) license, sell, convey, grant, assign it will not enter into any agreement that would materially impair or conflict with its obligations hereunder; (b) other than with respect to any debt or similar financing, it will not pledge the Patents as collateral for any obligation or grant or cause any lien or security interest to be filed against or otherwise attach to the Patents or otherwise encumber the Patents; [*] CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. B-6 (c) in a connection with a permitted assignment of the event it transfers, assigns or conveys any interest in and to the Patents to any third party (including any Affiliates) other than to RPX or RPX’s Affiliates, it will obligate such third party to agree in writing to abide by all covenants, releases, rights and obligations owed under this Agreement by Licensor pursuant and to Section 13.12 (Assignment) or a permitted assignment of take the BMS Sublicense pursuant Patents subject to the terms thereof) or otherwise transfer Patent License granted by Licensor hereunder and subject to any Person sublicense (and release) granted by RPX in accordance with Section 1; (d) it shall take all commercially reasonable actions to maintain and defend the Patents, including without limitation timely paying all maintenance fees, annuities and the like due or payable on the Patents in the PTO and any foreign patent offices; (e) it shall pay all taxes (including, without limitation, sales and value added taxes) imposed on Licensor by the national government, and any state, local or other than Pfizer or its Affiliates or Sublicensees pursuant political subdivision thereof, of any country in which Licensor is subject to taxation, as the terms result of RPX’s furnishing consideration under this Agreement and/or the Patent Rights Agreement; (f) following the Effective Date, neither Licensor nor any of its rightsAffiliates will xxx or threaten to xxx (or instruct, title encourage, or interests in aid a third party to xxx or threaten to Licensed Technology xxx) RPX, any RPX Affiliate, any RPX Member, any RPX Licensee, any RPX Licensee Affiliate, or BMS Technologyany other Entity that has been granted a sublicense hereunder for direct or indirect infringement (including, in each casewithout limitation, in inducement or contributory infringement) under any Patent after the Territory Effective Date or such date RPX has paid any Expanded License Fee Payment(s), as applicable, and neither Licensor nor its Affiliates will xxx or threaten to xxx (bor instruct, encourage, or aid a third party to xxx or threaten to xxx) incur any such RPX Member’s, RPX Licensee’s, or permit to existRPX Licensee Affiliate’s customers, suppliers, manufacturers or distributors for direct or indirect infringement (including, without limitation, inducement or contributory infringement) under any Patent after the Effective Date or such date RPX has paid any Expanded License Fee Payment(s), as applicable, with respect to any such RPX Member’s, RPX Licensee’s, or RPX Licensee Affiliate’s Licensed Technology or BMS Technology, in each caseProduct and Service; (g) following the Effective Date, in the Territoryevent that RPX provides written notice to Licensor that Licensor has sued or threatened to xxx (or instructed, encouraged, or aided a third party to xxx or threaten to xxx) any Entity in violation of Section 3(f), Licensor will immediately cease making any such threats and promptly dismiss, with prejudice, any lien, encumbrance, charge, security interest, mortgage, liability, assignment, grant of license such lawsuit (or other obligation, in each case of clauses (a) and (badversarial proceeding), that is or would be inconsistent with the licenses and other rights granted to Pfizer or its Affiliates under this Agreement; 9.3.2. Licensor will (a) not amendand, terminate, breach or otherwise modify the BMS Agreement, Biohaven BioShin Licenses or the BioShin BMS Sublicenses or consent or waive rights with respect thereto in any manner that adversely affects the rights granted to Pfizer or Pfizer’s Affiliates or Sublicensees hereunder or under the BMS Sublicense; (b) promptly furnish Pfizer with true and complete copies of all amendments to the BMS Agreement, Biohaven BioShin Licenses and the BioShin BMS Sublicenses executed following the Execution Date to the extent Licensor fails to take such amendment relates to action within five (5) days following the BMS Technologywritten notice from RPX, the BioShin Patent Rights Licensor will promptly reimburse RPX and such damaged Entity, as applicable, for any reasonable costs (including reasonable attorney fees) incurred as a result of such threat or the BioShin Know-Howlawsuit; (ch) remainafter the Effective Date, and cause its Affiliates to remainLicensor shall not acquire any right, in compliance in all material respects with title or interest in, or exclusive license rights under, any patents or patent applications other than the BMS Agreement, Biohaven BioShin Licenses and the BioShin BMS SublicensesPatents; and (di) promptly furnish Pfizer with copies Licensor shall give RPX prompt written notice of all notices received any license under any Patents or covenants not to xxx under any Patents, which notice shall include any identification of the party involved and confirmation of whether any license or covenant under any Patents has been granted by Licensor or its Affiliates relating to any alleged breach or default by Licensor or its Affiliates under the BMS AgreementLicensor. Section 4. Disclaimers, Biohaven BioShin Licenses or the BioShin BMS SublicensesIndemnification and Releases 4.1 Disclaimer. NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY EXCEPT AS EXPRESSLY SET FORTH IN SECTIONS 2 AND 3 ABOVE, AND EACH PARTY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. EXCEPT AS EXPRESSLY SET FORTH IN SECTIONS 2 AND 3, NEITHER PARTY GIVES THE OTHER PARTY ANY ASSURANCE: [*] CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. B-7 (A) REGARDING THE PATENTABILITY OF ANY CLAIMED INVENTION IN, OR THE VALIDITY, OF ANY PATENT, OR (B) THAT THE MANUFACTURE, USE, SALE, OFFERING FOR SALE, IMPORTATION, EXPORTATION, OR OTHER DISTRIBUTION OF ANY LICENSED PRODUCT AND SERVICE DISCLOSED AND CLAIMED IN ANY PATENT BY ANY LICENSEE, SUBLICENSEE OR ANYONE ELSE WILL OR WILL NOT CONSTITUTE AN INFRINGEMENT OF SUCH RIGHTS OR ANY INTELLECTUAL PROPERTY RIGHTS OF ANY OTHER PERSONS OR ENTITIES.

Covenants of Licensor. From Licensor warrants, represents and after the Execution Date through the end of the Term, Licensor covenants to Pfizer as followsthat: 9.3.1. (a) Licensor will nothas, and will cause its Affiliates not continue to (a) licensehave, sell, convey, grant, assign (other than in a connection with a permitted assignment of the legal right to enter into this Agreement by and to assume the obligations hereunder and that there are no, and Licensor pursuant to Section 13.12 will not enter into during the term hereof, contracts, agreements or understandings with anyone which that in any way restrict or prevent it from performing its obligations under this Agreement. (Assignmentb) or a permitted assignment of During the BMS Sublicense pursuant to the terms thereof) or otherwise transfer to any Person (other than Pfizer or its Affiliates or Sublicensees pursuant to the terms term of this Agreement) , Licensor will not market, sell or distribute, nor license any third party to market, sell or distribute, the Licensed Products to Permitted Channels of its rights, title or interests in or to Licensed Technology or BMS Technology, in each case, Trade in the Territory or (b) incur or permit to existbearing the Licensed Marks, with respect to any Licensed Technology or BMS Technology, except as provided in each case, in the Territory, any lien, encumbrance, charge, security interest, mortgage, liability, assignment, grant of license or other obligation, in each case of clauses (a) and (b), that is or would be inconsistent with the licenses and other rights granted to Pfizer or its Affiliates under this Agreement;. 9.3.2. Licensor will (a) not amend, terminate, breach or otherwise modify the BMS Agreement, Biohaven BioShin Licenses or the BioShin BMS Sublicenses or consent or waive rights with respect thereto in any manner that adversely affects the rights granted to Pfizer or Pfizer’s Affiliates or Sublicensees hereunder or under the BMS Sublicense; (b) promptly furnish Pfizer with true and complete copies of all amendments to the BMS Agreement, Biohaven BioShin Licenses and the BioShin BMS Sublicenses executed following the Execution Date to the extent such amendment relates to the BMS Technology, the BioShin Patent Rights or the BioShin Know-How; (c) remainLicensor (i) is the sole and exclusive owner of and has good title to the Licensed Marks and has the full and sufficient right and authority to grant to Licensee the rights and privileges granted hereby and (ii) has not granted any option, and cause its Affiliates right, privileges or license to remain, in compliance in all material respects any third parties that interfere or conflict with the BMS Agreement, Biohaven BioShin Licenses rights and the BioShin BMS Sublicenses; and privileges granted to Licensee hereunder. (d) promptly furnish Pfizer with copies Except as set forth in Section 9.5(b) of all notices received SCHEDULE A hereto, to the knowledge of Licensor, no claims or actions have been asserted or are pending or threatened overtly in writing against Licensor or against any third party (i) based upon or challenging or seeking to expressly deny or restrict the use of any of the Licensed Marks, (ii) alleging expressly that any products manufactured or sold by Licensor infringe on any patent, trademark, copyright, or its Affiliates relating to any alleged breach other right of any third party or default by Licensor (iii) alleging expressly that the use of such Licensed Marks does or its Affiliates under may infringe upon the BMS Agreement, Biohaven BioShin Licenses or the BioShin BMS Sublicensesrights of any third party.