Representations and Warranties by Pfizer. 10.2.1. PFIZER represents and warrants to LICENSEE as of the Effective Date that:
(a) PFIZER Controls the Patent Rights and the Know-How, and is entitled to grant the licenses specified herein; PFIZER has not caused any Patent Rights to be subject to any liens or encumbrances and PFIZER has not granted to any Third Party any rights or licenses under any of the Patent Rights or Know-How that would conflict with the licenses granted to Licensee hereunder; and PFIZER does not hold Control any patents that dominate the Patent Rights;
(b) PFIZER is not subject to any royalty or similar payment obligation to any Third Party with respect to the grant of rights to PFIZER to practice the Licensed Technology, except as set forth in the Collaboration and License Agreement (a true copy of which, including all amendments, has been provided to LICENSEE). The Collaboration and License Agreement remains in full force and effect and, to PFIZER’s Knowledge, Cancer Research Technology Limited is not in material breach under the Collaboration and License Agreement. PFIZER has paid all amounts due and payable under the Collaboration and License Agreement to the extent accrued on or before the Effective Date and is not in material breach of the Collaboration and License Agreement;
(c) to its Knowledge, the Patent Rights have been procured from the respective Patent offices in accordance with Applicable Law;
(d) to its Knowledge, PFIZER has not received any communication from a Third Party alleging that the Use of the Product in the Field within the Territory infringes, misappropriates or otherwise violates the Intellectual Property Rights of a Third Party;
(e) to its Knowledge, there is no claim pending or threatened by PFIZER alleging that a Third Party is or was infringing, misappropriating or otherwise violating the Licensed Technology in the Field within the Territory; and
(f) PFIZER has not, up through and including the Effective Date, Knowingly withheld any material information, including reports of Adverse Event Experiences and warning letters from Regulatory Authorities, in PFIZER’s possession from LICENSEE in connection with its due diligence relating to the Compound, Products, this Agreement and the underlying transaction. To PFIZER’s Knowledge, the clinical data related to Compound or Product that PFIZER has provided to LICENSEE prior to the Effective Date was, when access was provided to LICENSEE, up-to-date and accurate in all material respects and PFIZER has provi...
Representations and Warranties by Pfizer. As of the Effective Date, Pfizer represents, and warrants to GMI that:
(a) it is a corporation duly organized, validly existing and in good standing under the laws of Delaware and has the right, power and authority to enter into this Agreement and to make the promises set forth in this Agreement;
(b) it has taken all necessary action on its part, including but not limited to action required by Law, its certificate of incorporation, by-laws or other organizational documents or any agreement to which it is party or to which it may be subject, required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder;
(c) it has duly executed and delivered the Agreement, and assuming due delivery and execution by GMI this Agreement constitutes a legal, valid and binding obligation of Pfizer, enforceable against Pfizer in accordance with its terms; except to the extent that such enforceability may be limited by bankruptcy, insolvency, or other similar laws relating to creditors’ rights generally; and
(d) the execution, delivery and performance of this Agreement do not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it is bound, nor to its Knowledge, violate any Law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it.
Representations and Warranties by Pfizer. With the exception of the claims described in Schedule G, Pfizer represents and warrants to Licensee as of the Effective Date that:
10.2.1 Pfizer or its Affiliates own all of the Licensed Patent Rights (with respect to each Inactive Case listed on Schedule E, solely to the extent such Inactive Case is determined by Licensee to be in force as of the Effective Date). All Active Cases in the Licensed Patent Rights in the Major Markets have been assigned to Pfizer or its Affiliates and assignment documents with respect to the U.S. Patent Rights have been executed and recorded in the relevant U.S. patent offices; as used herein, “Active Cases” means cases that are not designated by Pfizer as “Inactive” in the column labeled “Status” in Schedule E;
Representations and Warranties by Pfizer. Pfizer represents and warrants to Licensee as of the Effective Date that:
Representations and Warranties by Pfizer. PFIZER represents and warrants to LICENSEE as of the Execution Date (and from and after the Closing, as of the Closing Date, subject to Sections 2.7.2 and 2.7.3) that:
10.2.1. to its Knowledge, the Use of an Existing Product in the form existing as of the Execution Date within the Territory will not infringe, misappropriate or otherwise violate the Intellectual Property Rights of a Third Party;
10.2.2. to its Knowledge, the Use of an Existing Product on or prior to the Execution Date did not infringe, misappropriate or otherwise violate the Intellectual Property Rights of any Third Party;
10.2.3. to its Knowledge, no Third Party is or was infringing, misappropriating or otherwise violating the Licensed Technology within the Territory;
10.2.4. neither PFIZER nor its Affiliates [***] has received [***], and no such entity has [***] of an Existing Product;
10.2.5. to its Knowledge, no Third Parties have any right, title or interest in or to any Patent Right existing as of the Execution Date that claims an Existing Product, or the use or manufacture thereof, other than MGH;
10.2.6. The HKI-357 Compound is the only Back-up Compound for the Neratinib Compound. As used herein, the terms “HKI-357 Compound” and “Neratinib Compound” have the meaning set forth in the definition of “Compound” in Section 1, and “Back-up Compound” means, [***];
10.2.7. PFIZER has not [***] in connection with an Existing Product any [***] that have been or are [***];
10.2.8. PFIZER has not received any notices of [***] with respect to the [***] of a Compound or Existing Product that could reasonably be deemed to adversely affect the [***];
10.2.9. All [***] PFIZER or its Affiliates conducting activities prior to the Execution Date with respect to any Compound or Existing Product have [***] PFIZER or its Affiliate, as applicable, of [***] in connection with the activities [***] conducted with respect to any Compound or Existing Product, [***], if any, to PFIZER or its Affiliate, as applicable, [***];
10.2.10. PFIZER is not a party to any litigation in which any Third Party has alleged that the Use of an Existing Product within the Territory (a) [***] or (b) infringes, misappropriates or otherwise violates the Intellectual Property Rights of such Third Party; and
10.2.11. To the extent material to Development of the Compounds or Existing Product, all [***] by or on behalf of PFIZER or its Affiliates prior to the Execution Date in the course of developing the Compounds or Existing Product h...
Representations and Warranties by Pfizer. With the exception of the claims described in Schedule 10.2, Pfizer represents and warrants to Licensee as of the Effective Date that:
10.2.1. Pfizer has the right to grant right, title and interest in the licenses and other rights granted to Licensee under this Agreement;
10.2.2. there is no ongoing and, to Pfizer’s Knowledge, there is no threatened litigation, opposition or challenge involving the Licensed Patent Rights.
10.2.3. Pfizer is the sole and exclusive owner of the Licensed Patent Rights, free of any encumbrance, lien or claim of ownership by any Third Party.
10.2.4. Pfizer have complied in all material respects with all Applicable Laws, including the U.S. Foreign Corrupt Practices Act, U.K. Bribery Act, and any other applicable anti-bribery or anti-corruption laws (“Compliance Laws”) with respect to the filing, prosecution and maintenance of the Licensed Patent Rights, paid all maintenance and annuity fees with respect to the Licensed Patent Rights, and no dispute regarding inventorship has been alleged or threatened with respect to the Licensed Patent Rights.
10.2.5. to Pfizer’s Knowledge, Pfizer has not infringed or misappropriated any valid and enforceable Patents or Know-How of a Third Party in connection with Developing the Licensed Technology.
10.2.6. it is beneficially entitled to all payments made under this Agreement and fulfils all conditions which must be fulfilled under the United Kingdom and the United States of America double taxation agreement to obtain full exemption from the United Kingdom taxation on royalty payments.
Representations and Warranties by Pfizer. Pfizer represents and warrants to Sxxxx as of the Effective Date that except as set forth on Schedule 12.4, neither Pfizer nor any of its Affiliates is, directly or indirectly, engaged in the research, Development, Manufacture or Commercialization of any [***], whether alone or in combination with other compounds, for any intravenous indication in the Licensed Field.
Representations and Warranties by Pfizer. 33 10.3 Representations, Warranties and Covenants by Licensee. 35 10.4 Representations, Warranties and Covenants related to Compliance Laws. 36
Representations and Warranties by Pfizer. With the exception of the claims described in Schedule 10.2, Pfizer represents and warrants to Licensee as of the Effective Date that:
10.2.1. to its Knowledge, Pfizer has the right to grant the licenses and other rights granted to Licensee under this Agreement;
10.2.2. to Pfizer’s Knowledge, there is no ongoing or threatened litigation involving the Licensed Patent Rights.
Representations and Warranties by Pfizer. PFIZER represents and warrants to AXSOME that as of the EFFECTIVE DATE:
11.2.1 PFIZER (or one or more of its AFFILIATES) is or are the sole owner of the entire right, title and interest in and to the LICENSED IP free and clear from any liens, mortgages, security interests or other encumbrances;
11.2.2 PFIZER has the right to grant the licenses and other rights purported to be granted to AXSOME under this AGREEMENT; and
11.2.3 PFIZER has no KNOWLEDGE of having received any written notice from any THIRD PARTY claiming a right, title, interest, ownership, misappropriation or other proprietary rights to the LICENSED IP of such THIRD PARTY.
