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 of this Agreement, Pfizer hereby represents and warrants to Celldex as follows: (a) Pfizer has the limited liability company 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 limited liability company action on the part of Pfizer, and Pfizer has taken all other action required by Law, its certificate of formation and operating agreement, or any agreement to which it is a party or to which it may be subject, required to authorize such execution, delivery and performance. Assuming due authorization, execution and delivery on the part of Celldex, 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 Laws, except for such violations that would not have an adverse effect on the ability of Pfizer to perform its obligations under this Agreement, or any order of any court or Governmental Authority. (c) 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 to obtain any permits, authorizations or consents from any Governmental Authority (other than any regulatory approvals relating to the manufacture, use, importation or sale of any Compound or Licensed 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 right of termination under any agreement or contract to which Pfizer is a party or to which it may be subject, 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 or in equity, pending or, to the Knowledge of Pfizer, threatened against Pfizer or any of its Affiliates relating to the transactions contemplated by this Agreement. Within five (5) Business Days following the Effective Date, Pfizer shall deliver to Celldex a certificate of Pfizer, signed by an authorized officer of Pfizer, certifying that the representations and warranties of Pfizer contained in this Section 9.2 were true and correct as of the Effective Date.

Pfizer Representations and Warranties. As of the date hereof and as of the Effective Date of this AgreementDate, Pfizer PFIZER hereby represents and warrants to Celldex PSIVIDA as follows: (a) Pfizer PFIZER has the limited liability company 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 limited liability company corporate action on the part of PfizerPFIZER, and Pfizer PFIZER has taken all other action required by Law, its certificate of formation and operating agreementincorporation 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. Assuming due authorization, execution and delivery on the part of CelldexPSIVIDA, this Agreement constitutes a legal, valid and binding obligation of PfizerPFIZER, enforceable against Pfizer PFIZER in accordance with its terms. (b) The execution and delivery of this Agreement by Pfizer PFIZER and the performance by Pfizer PFIZER contemplated hereunder does not and will not violate any Laws, except for such violations that would not have an adverse effect on the ability of Pfizer to perform its obligations under this Agreement, Laws or any order of any court or Governmental Authority. * Confidential information has been omitted and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request. (c) Except for filings pursuant to the HSR Act, if any, neither Neither the execution and delivery of this Agreement nor the performance hereof by Pfizer PFIZER requires Pfizer PFIZER to obtain any permits, authorizations or consents from any Governmental Authority (other than any regulatory approvals relating to the manufacture, use, importation or sale of any Compound Devices, Formulations or Licensed 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 right of termination under any agreement or contract to which Pfizer PFIZER is a party or to which it may be subject, except for those breaches or rights that would not adversely affect the ability of Pfizer 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 or in equity, pending or, to the Knowledge knowledge of PfizerPFIZER, threatened against Pfizer PFIZER or any of its Affiliates relating to the transactions contemplated by this Agreement. Within five (5) Business Days following the Effective Date, Pfizer shall deliver to Celldex a certificate of Pfizer, signed by an authorized officer of Pfizer, certifying that the representations and warranties of Pfizer contained in this Section 9.2 were true and correct as of the Effective Date.

Pfizer Representations and Warranties. As of the date hereof and as of the Effective Date of this Agreement, Pfizer PFIZER hereby represents and warrants to Celldex ATHERSYS as follows: (a) Pfizer PFIZER has the limited liability company 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 limited liability company corporate action on the part of PfizerPFIZER, and Pfizer PFIZER has taken all other action required by Law, its certificate of formation and operating agreementincorporation 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. Assuming due authorization, execution and delivery on the part of CelldexATHERSYS, this Agreement constitutes a legal, valid and binding obligation of PfizerPFIZER, enforceable against Pfizer PFIZER in accordance with its terms. (b) The execution and delivery of this Agreement by Pfizer PFIZER and the performance by Pfizer PFIZER contemplated hereunder does not and will not violate any LawsLaws or any order of any court or Governmental Authority, except for such violations that would not have an adverse effect on the ability of Pfizer PFIZER to perform its obligations obligation under this Agreement, or any order of any court or Governmental Authority. (c) Except for filings pursuant to the HSR Act, if any, neither Neither the execution and delivery of this Agreement nor the performance hereof by Pfizer PFIZER requires Pfizer PFIZER to obtain any permits, authorizations or consents from any Governmental Authority (other than any regulatory approvals relating to the manufacture, use, importation or sale of any Compound or Licensed 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 right of termination under any agreement or contract to which Pfizer PFIZER is a party or to which it may be subject, except for those breaches or rights that would not adversely affect the ability of Pfizer 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 or in equity, pending or, to the Knowledge knowledge of PfizerPFIZER, threatened against Pfizer PFIZER or any of its Affiliates relating to the transactions contemplated by this Agreement. Within five (5) Business Days following the Effective Date, Pfizer shall deliver to Celldex a certificate of Pfizer, signed by an authorized officer of Pfizer, certifying that the representations and warranties of Pfizer contained in this Section 9.2 were true and correct as of the Effective Date.

Pfizer Representations and Warranties. As of the date hereof and as of the Effective Date of this Agreement, Pfizer hereby represents and warrants to Celldex as follows: (a) Pfizer PFIZER has the limited liability company 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 PFIZER has been duly and validly authorized and approved by proper limited liability company corporate action on the part of PfizerPFIZER, and Pfizer PFIZER has taken all other action required by Lawlaw, its certificate of formation and operating agreementincorporation, 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. Assuming due authorization, execution and delivery on the part of CelldexPFIZER, this Agreement constitutes a legal, valid and binding obligation of PfizerPFIZER, enforceable against Pfizer PFIZER in accordance with its 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 by Pfizer PFIZER and the performance by Pfizer PFIZER contemplated hereunder does not and will not violate any Laws, except for such violations that would not have an adverse effect on the ability of Pfizer to perform its obligations under this Agreement, Laws or any order of any court or other Governmental or Regulatory Authority. (c) Except for filings pursuant Subject to Section 6.01A, as of the HSR Act, if anydate hereof, neither the execution and delivery of this Agreement nor the performance hereof by Pfizer PFIZER requires Pfizer PFIZER to obtain any permits, authorizations or consents from any Governmental or Regulatory Authority (other than any regulatory approvals relating to the manufacture, use, importation or sale of any Compound or Licensed Product) or from any other person, firm or corporationPerson, and such execution, delivery and performance will not result in the breach of or give rise to any right termination of termination under any agreement or contract to which Pfizer is PFIZER may be a party and which relates to the Products. (d) As of the date hereof, there are no actions, suits, proceedings or claims, pending against PFIZER or any of its Affiliates, or, to which it may be subjectthe knowledge of PFIZER, except for those breaches threatened against PFIZER or rights that would not adversely affect any of its Affiliates, at law or in equity, or before or by any court or Governmental or Regulatory Authority relating to the ability Products or any of Pfizer the matters contemplated under this Agreement. To the knowledge of PFIZER, there are no investigations, pending or threatened against PFIZER or any of its Affiliates, at law or in equity, or before or by any Governmental or Regulatory Authority relating to perform its obligations the Products or any of the matters contemplated under this Agreement. (de) There is no action, claim, demand, suit, proceeding, arbitration, grievance, citation, summons, subpoena, inquiry or investigation As of any nature, civil, criminal, regulatory or otherwise, in law or in equity, pending orthe date hereof, to the Knowledge best of PfizerPFIZER's knowledge, threatened against Pfizer based solely upon the actual knowledge of Xxxxx X. Xxxxxxxxxx, PFIZER's chief patent counsel (located in New York, New York), without due inquiry, the manufacture, use or sale of Products containing Darifenacin, Droloxifene or Eletriptan would not infringe any patents of its Affiliates relating third parties; provided, however, the foregoing representation in the case of Droloxifene is limited to clinical indications for osteoporosis and breast cancer. (f) PFIZER acknowledges that XXXXXX-XXXXXXX is relying, and is entitled to rely, on the transactions contemplated by this Agreement. Within five (5) Business Days following the Effective Date, Pfizer shall deliver to Celldex a certificate of Pfizer, signed by an authorized officer of Pfizer, certifying that the foregoing representations and warranties of Pfizer contained in this Section 9.2 were true and correct as of the Effective Datewarranties.

Pfizer Representations and Warranties. As of the date hereof and as of the License Effective Date of this Agreement, Pfizer hereby represents and warrants to Celldex Lpath as follows: (a) Pfizer has the limited liability company 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 limited liability company corporate action on the part of Pfizer, and Pfizer has taken all other action required by Law, its certificate of formation and operating agreementincorporation 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. Assuming due authorization, execution and delivery on the part of CelldexLpath, 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 LawsLaws or any order of any court or Governmental Authority, except for such violations that would not have an adverse effect on the ability of Pfizer to perform its obligations obligation under this Agreement, or any order of any court or Governmental Authority. (c) 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 to obtain any permits, authorizations or consents from any Governmental Authority (other than any regulatory approvals relating to the manufacture, use, importation or sale of any Compound or Licensed Product) or from any other person, firm or corporationPerson, and such execution, delivery and performance will not result in the breach of or give rise to any right of termination under any agreement or contract to which Pfizer is a party or to which it may be subject, 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 or in equity, pending or, to the Knowledge knowledge of Pfizer, threatened against Pfizer or any of its Affiliates 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. Within five 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: (5i) Business Days following the Effective Dateany elected or appointed Government Official (e.g., Pfizer shall deliver to Celldex a certificate member of Pfizera ministry of health); (ii) any employee or Person acting for or on behalf of a government official, signed by an authorized officer of Pfizeragency, certifying that the representations and warranties of Pfizer contained in this Section 9.2 were true and correct as of the Effective Date.or enterprise performing a governmental function;