Representations, Warranties and Covenants of Medarex. Medarex represents, warrants and covenants that: (a) as of the Effective Date, Medarex and its Affiliates own all of the Medarex Patents; (b) there is no Third-Party License Agreement to which Medarex or any of its Affiliates is a party (a “Medarex Third-Party Agreement”) (i) pursuant to which Medarex or any its Affiliates acquired a licensable or sublicensable interest in any Medarex Patents, (ii) that imposes any restriction on Medarex’s or any of its Affiliates’ ability to grant the license in Section 2.1.2, or (iii) that otherwise impose any obligation, financial or otherwise, on Pfizer or its Affiliates or Sublicensees/Licensees, or otherwise restrict their exercise of their rights, under the license granted in Section 2.1.2; (c) as of the Effective Date, there are no Covered Patents that would be Medarex Patents but for any Medarex Third-Party Agreements; (d) as of the Effective Date, Medarex and its Affiliates have the unencumbered and unrestricted right to grant Pfizer rights in the Medarex Patents in accordance with this Agreement without any payment or other (to the extent material to Pfizer’s rights hereunder) obligations to Third Parties other than those set forth in this Agreement; (e) as of the Effective Date, Medarex and its Affiliates do not have any existing agreements or arrangements with Third Parties relating to the Medarex Patents that would conflict with Medarex’s or its Affiliates’ obligations to Pfizer and its Affiliates or Medarex’s or its Affiliates’ performance under this Agreement, and Medarex and its Affiliates will not enter into any agreements or arrangements with Third Parties relating to the Medarex Patents that would conflict with Medarex’s or its Affiliates’ obligations to Pfizer and its Affiliates or Medarex’s or its Affiliates’ performance under this Agreement; (f) as of the Effective Date, no Third Party has notified Medarex in writing that the Medarex Patents are invalid or unenforceable; (g) as of the Effective Date, Medarex has full right, power and authority to grant the licenses and sublicenses granted by it under this Agreement and to enter into and perform its obligations under this Agreement; and (h) as of the Effective Date, Schedule C hereto sets forth a true and complete list of all Covered Patents owned or controlled by Medarex or its Affiliates and neither Medarex nor its Affiliates has any agreement or arrangement with a Third Party with respect to such Covered Patents that affects its Control of the Meda...
Representations, Warranties and Covenants of Medarex. Medarex represents, warrants and covenants that as of October 24, 2002 and as of the Effective Date:
Representations, Warranties and Covenants of Medarex. Medarex represents, warrants and covenants that: (a) as of the Effective Date, the License Agreements are the only Third-Party agreements pursuant to which Medarex or any of its Affiliates Control a Licensed Patent; (b) as of the Effective Date, to the Knowledge of Medarex, the UC Agreement is in full force and effect, there are no defaults or threatened defaults under the UC Agreement, and there exists no disputes between UC and Gilead, with respect to each party’s performance under the
