Common use of Pfizer Representations and Warranties Clause in Contracts

Pfizer Representations and Warranties. As of the date hereof and as of the Effective Date, Pfizer hereby represents and warrants to Quark as follows: (a) Pfizer has the corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and the execution, delivery and performance of this Agreement by Pfizer have been duly and validly authorized and approved by proper corporate action on the part of Pfizer, and Pfizer has taken all other actions required by applicable Law, its certificate of incorporation or by-laws or any agreement to which it is a party or to which it may be subject required to authorize such execution, delivery and performance (other than compliance with all applicable requirements of the HSR Act and other Laws implicated by the performance by Pfizer and its Affiliates of their obligations hereunder at the time of such performance). Assuming due authorization, execution and delivery on the part of Quark, this Agreement constitutes a legal, valid and binding obligation of Pfizer, enforceable against Pfizer in accordance with its terms. (b) The execution and delivery of this Agreement and the performance by Pfizer contemplated hereunder does not and will not violate any applicable Laws or any order of any Governmental Authority (assuming compliance with all applicable requirements of the HSR Act and other Laws implicated by the performance by Pfizer and its Affiliates of their obligations hereunder at the time of such performance) and will not conflict with or constitute a material default under any contractual obligation of Pfizer or its Affiliates. (c) Neither the execution and delivery of this Agreement nor the performance hereof by Pfizer requires Pfizer or any of its Affiliates to obtain any permits, authorizations or consents from any Governmental Authority (subject to obtaining all necessary Regulatory Approvals with respect to the manufacture, use or sale of Biomolecules and Licensed Products and assuming compliance with all applicable requirements of the HSR Act and other Laws implicated by the performance by Pfizer and its Affiliates of their obligations hereunder at the time of such performance) or from any other person, firm or corporation and such execution, delivery and performance will not result in the breach of or give rise to any termination of, rescission, renegotiation or acceleration under or trigger any other rights under any agreement or contract to which Pfizer or any of its Affiliates may be a party. (d) There is no action, claim, demand, suit, proceeding, arbitration, grievance, citation, summons, subpoena, inquiry or investigation of any nature, civil, criminal, regulatory or otherwise, in Law or in equity, pending or relating to or, to the knowledge of Pfizer, threatened against Pfizer or any of its Affiliates in each case in connection with the Pfizer Patent Rights, the Pfizer Technology, the Biomolecules or Licensed Products or relating to the transactions contemplated by this Agreement.

Pfizer Representations and Warranties. As of the date hereof and as of the Effective Date, Pfizer PFIZER hereby represents and warrants to Quark XXXXXX-XXXXXXX as of the date hereof as follows: (a) Pfizer As of the date hereof, PFIZER has the corporate power and authority to execute and deliver this Agreement the International Agreements and to perform its obligations hereunderthereunder, and the execution, delivery and performance of this Agreement the International Agreements by Pfizer PFIZER have been duly and validly authorized and approved by proper corporate action on the part of PfizerPFIZER, and Pfizer PFIZER has taken all other actions action required by applicable Lawlaw, its certificate of incorporation or incorporation, by-laws or any agreement to which it is a party or to which it may be subject that is required to authorize such execution, delivery and performance (other than compliance with all applicable requirements of the HSR Act and other Laws implicated by the performance by Pfizer and its Affiliates of their obligations hereunder at the time of such performance). Assuming due authorization, execution and delivery on the part of QuarkXXXXXX-XXXXXXX, this Agreement constitutes a the International Agreements constitute legal, valid and binding obligation obligations of PfizerPFIZER, enforceable against Pfizer PFIZER in accordance with its their terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws of general application relating to creditors' rights. (b) The As of the date hereof, the execution and delivery of this Agreement the International Agreements by PFIZER and the performance by Pfizer PFIZER contemplated hereunder does not and thereunder will not violate any applicable Laws or any order of any court or other Governmental Authority (assuming compliance with all applicable requirements of the HSR Act and other Laws implicated by the performance by Pfizer and its Affiliates of their obligations hereunder at the time of such performance) and will not conflict with or constitute a material default under any contractual obligation of Pfizer or its AffiliatesRegulatory Authority. (c) Neither As of the date hereof, the execution and delivery of this Agreement nor the performance hereof International Agreements by Pfizer requires Pfizer or any of its Affiliates PFIZER does not require PFIZER to obtain any permits, authorizations or consents from any Governmental Authority (subject to obtaining all necessary or Regulatory Approvals with respect to Authority. In addition, the manufacture, use or sale of Biomolecules and Licensed Products and assuming compliance with all applicable requirements of the HSR Act and other Laws implicated by the performance by Pfizer and its Affiliates of their obligations hereunder at the time of such performance) or from any other person, firm or corporation and such execution, delivery and performance of the International Agreements by PFIZER does not require PFIZER to obtain any permits, authorizations or consents from any other Person. The execution, delivery and performance of the International Agreements by PFIZER will not result in the breach of or give rise to any termination of, rescission, renegotiation or acceleration under or trigger any other rights under of any agreement or contract to which Pfizer or any of its Affiliates PFIZER may be a party. (d) There is As of the date hereof, there are no actionactions, claimsuits, demandproceedings or claims pending against PFIZER or any of its Affiliates, suit, proceeding, arbitration, grievance, citation, summons, subpoena, inquiry or investigation of any nature, civil, criminal, regulatory or otherwise, in Law or in equity, pending or relating to or, to the knowledge of PfizerPFIZER, threatened against Pfizer PFIZER or any of its Affiliates Affiliates, at law or in each case equity, or before or by any court or Governmental or Regulatory Authority relating to any of the matters contemplated under the International Agreements. To the knowledge of PFIZER, there are no investigations, pending or threatened against PFIZER or any of its Affiliates, at law or in connection with the Pfizer Patent Rightsequity, the Pfizer Technology, the Biomolecules or Licensed Products before or by any Governmental or Regulatory Authority relating to the transactions matters contemplated by this Agreementunder the International Agreements or which would otherwise materially adversely affect PFIZER's ability to perform its obligations under the International Agreements. (e) PFIZER will exercise reasonable diligence to ensure that the applications for Marketing Authorization and Price Approval (if applicable) to be filed with the applicable Governmental or Regulatory Authorities in each Country, and all amendments thereto, will be prepared in accordance with all applicable Laws. (f) PFIZER acknowledges that XXXXXX-XXXXXXX is relying, and is entitled to rely, on the foregoing representations, warranties and covenants.

Pfizer Representations and Warranties. As of the date hereof and as of the Effective Date, Pfizer PFIZER hereby represents and warrants to Quark PSIVIDA as follows: (a) Pfizer 10.2.1. PFIZER has the corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and the execution, delivery and performance of this Agreement by Pfizer PFIZER have been duly and validly authorized and approved by proper corporate action on the part of PfizerPFIZER, and Pfizer PFIZER has taken all other actions action required by applicable Law, its certificate of incorporation or by-laws laws, or any agreement to which it is a party or to which it may be subject subject, required to authorize such execution, delivery and performance (other than compliance with all applicable requirements of the HSR Act and other Laws implicated by the performance by Pfizer and its Affiliates of their obligations hereunder at the time of such performance). Assuming due authorization, execution and delivery on the part of QuarkPSIVIDA, this Agreement constitutes a legal, valid and binding obligation of PfizerPFIZER, enforceable against Pfizer PFIZER in accordance with its terms. (b) 10.2.2. The execution and delivery of this Agreement by PFIZER and the performance by Pfizer PFIZER contemplated hereunder does not and will not violate any applicable Laws or any order of any court or Governmental Authority (assuming compliance with all applicable requirements of the HSR Act and other Laws implicated by the performance by Pfizer and its Affiliates of their obligations hereunder at the time of such performance) and will not conflict with or constitute a material default under any contractual obligation of Pfizer or its AffiliatesAuthority. (c) 10.2.3. Neither the execution and delivery of this Agreement nor the performance hereof by Pfizer PFIZER requires Pfizer or any of its Affiliates PFIZER to obtain any permits, authorizations or consents from any Governmental Authority (subject to obtaining all necessary other than any Regulatory Approvals with respect relating to the manufacture, use use, importation or sale of Biomolecules and Licensed Products and assuming compliance with all applicable requirements of the HSR Act and other Laws implicated by the performance by Pfizer and its Affiliates of their obligations hereunder at the time of such performanceProduct) or from any other person, firm or corporation corporation, and such execution, delivery and performance will not result in the breach of or give rise to any right of termination of, rescission, renegotiation or acceleration under or trigger any other rights under any agreement or contract to which Pfizer PFIZER or any of its Affiliates is a party or to which it may be a party. (d) There is no actionsubject, claim, demand, suit, proceeding, arbitration, grievance, citation, summons, subpoena, inquiry except for those breaches or investigation rights that would not adversely affect the ability of any nature, civil, criminal, regulatory or otherwise, in Law or in equity, pending or relating PFIZER to or, to the knowledge of Pfizer, threatened against Pfizer or any of perform its Affiliates in each case in connection with the Pfizer Patent Rights, the Pfizer Technology, the Biomolecules or Licensed Products or relating to the transactions contemplated by obligations under this Agreement.

Pfizer Representations and Warranties. As of the date hereof and as of the License Effective DateDate of this Agreement, Pfizer hereby represents and warrants to Quark Lpath as follows: (a) Pfizer has the corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and the execution, delivery and performance of this Agreement by Pfizer have been duly and validly authorized and approved by proper corporate action on the part of Pfizer, and Pfizer has taken all other actions action required by applicable Law, its certificate of incorporation or by-laws laws, or any agreement to which it is a party or to which it may be subject subject, required to authorize such execution, delivery and performance (other than compliance with all applicable requirements of the HSR Act and other Laws implicated by the performance by Pfizer and its Affiliates of their obligations hereunder at the time of such performance). Assuming due authorization, execution and delivery on the part of QuarkLpath, this Agreement constitutes a legal, valid and binding obligation of Pfizer, enforceable against Pfizer in accordance with its terms. (b) The execution and delivery of this Agreement by Pfizer and the performance by Pfizer contemplated hereunder does not and will not violate any applicable Laws or any order of any court or Governmental Authority (assuming compliance with all applicable requirements of Authority, except for such violations that would not have an adverse effect on the HSR Act and other Laws implicated by the performance by Pfizer and its Affiliates of their obligations hereunder at the time of such performance) and will not conflict with or constitute a material default under any contractual obligation ability of Pfizer or to perform its Affiliatesobligation under this Agreement. (c) Neither Except for filings pursuant to the HSR Act, if any, neither the execution and delivery of this Agreement nor the performance hereof by Pfizer requires Pfizer or any of its Affiliates to obtain any permits, authorizations or consents from any Governmental Authority (subject to obtaining all necessary Regulatory Approvals with respect other than any regulatory approvals relating to the manufacture, use use, importation or sale of Biomolecules and any Licensed Products and assuming compliance with all applicable requirements of the HSR Act and other Laws implicated by the performance by Pfizer and its Affiliates of their obligations hereunder at the time of such performanceProduct) or from any other personPerson, firm or corporation and such execution, delivery and performance will not result in the breach of or give rise to any right of termination of, rescission, renegotiation or acceleration under or trigger any other rights under any agreement or contract to which Pfizer is a party or any of its Affiliates to which it may be a partysubject, except for those breaches or rights that would not adversely affect the ability of Pfizer to perform its obligations under this Agreement. (d) There is no action, claim, demand, suit, proceeding, arbitration, grievance, citation, summons, subpoena, inquiry or investigation of any nature, civil, criminal, regulatory or otherwise, in Law law or in equity, pending or relating to or, to the knowledge of Pfizer, threatened against Pfizer or any of its Affiliates in each case in connection with the Pfizer Patent Rights, the Pfizer Technology, the Biomolecules or Licensed Products or relating to the transactions contemplated by this Agreement. (e) Pfizer and its Affiliates have not and will not directly or indirectly offer or pay, or authorize such offer or payment, of any money or anything of value to improperly seek, or corruptly seek to influence any Government Official (as defined below) with respect to all activities related to the Licensed Product in the Field. Pfizer and its Affiliates will comply with Pfizer Inc.´s Anti-Bribery and Anti-Corruption Principles as set out in Exhibit C attached hereto with respect to all its activities related to Licensed Products in the Field. For purposes of this Agreement, a “Government Official” is broadly defined as and includes: (i) any elected or appointed Government Official (e.g., a member of a ministry of health); (ii) any employee or Person acting for or on behalf of a government official, agency, or enterprise performing a governmental function; (iii) any political party, officer, employee, or Person acting for or on behalf of a political party or candidate for public office; or (iv) an employee or Person acting for or on behalf of a public international organization; where “government” is meant to include all levels and subdivisions of non-US governments (i.e., local, regional, or national and administrative, legislative, or executive).

Pfizer Representations and Warranties. As of the date hereof and as of the Effective Date, Pfizer hereby represents and warrants warrants, as of the date hereof, to Quark Neurocrine as follows: (a) Pfizer has the corporate power and authority to execute and deliver this Agreement and the Collaboration Agreement and to perform its obligations hereunderhereunder and thereunder, and the execution, delivery and performance of this Agreement and the Collaboration Agreement by Pfizer have been duly and validly authorized and approved by proper corporate action on the part of Pfizer, and Pfizer has taken all *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. other actions action required by applicable Lawlaw, its certificate of incorporation or by-laws or any agreement to which it is a party or to which it may be subject required to authorize such execution, delivery and performance (other than compliance with all applicable requirements of the HSR Act and other Laws implicated by the performance by Pfizer and its Affiliates of their obligations hereunder at the time of such performanceAct). Assuming due authorization, execution and delivery on the part of QuarkNeurocrine, each of this Agreement and the Collaboration Agreement constitutes a legal, valid and binding obligation of Pfizer, enforceable against Pfizer in accordance with its respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) The execution and delivery of this Agreement and the Collaboration Agreement and the performance by Pfizer contemplated hereunder does not and thereunder will not violate (subject to obtaining appropriate governmental health, pricing and reimbursement approvals) any applicable Laws state, federal or other statute or regulation or any order of any Governmental Authority (assuming compliance with all applicable requirements of the HSR Act and court or other Laws implicated by the performance by Pfizer and its Affiliates of their obligations hereunder at the time of such performance) and will not conflict with governmental department, authority, agency or constitute a material default under any contractual obligation of Pfizer or its Affiliatesinstrumentality therein. (c) Neither the execution and delivery of this Agreement nor the performance hereof by Pfizer requires Pfizer or any of its Affiliates to obtain any permits, authorizations or consents from any Governmental Authority (subject to obtaining all necessary Regulatory Approvals with respect to the manufacture, use or sale of Biomolecules and Licensed Products and assuming compliance with all applicable requirements of the HSR Act and other Laws implicated by the performance by Pfizer and its Affiliates of their obligations hereunder at the time of such performance) or from any other person, firm or corporation and such execution, delivery and performance will not result in the breach of or give rise to any termination of, rescission, renegotiation or acceleration under or trigger any other rights under any agreement or contract to which Pfizer or any of its Affiliates may be a party. (d) There is no action, claim, demand, suit, proceeding, arbitration, grievance, citation, summons, subpoena, inquiry or investigation of any nature, civil, criminal, regulatory or otherwise, in Law law or in equity, pending or relating to or, to the knowledge of Pfizer, threatened against Pfizer or any of its Affiliates in each case in connection with the Pfizer Patent Rights, the Pfizer Technology, the Biomolecules or Licensed Products or relating to the transactions contemplated by this Agreement or the Collaboration Agreement, and assuming the accuracy of the representations and warranties of Neurocrine contained herein Pfizer is unaware and has no reason to be aware of any basis for the foregoing. (d) Except for filings pursuant to the HSR Act, neither the execution and delivery of this Agreement or the Collaboration Agreement nor the performance hereof or thereof by Pfizer requires Pfizer to obtain any permits, authorizations or consents from any governmental body, (subject to obtaining all necessary governmental approvals with respect to the manufacture, use, sale, offer for sale or importation of the Product) or from any other person, firm or corporation and such execution, delivery and performance will not result in the breach of or give rise to any termination of any agreement or contract to which Pfizer may be a party, except that may reasonably be expected to adversely affect the ability to perform its obligations under this Agreement.