Representations, Warranties and Covenants of Pfizer. Pfizer represents, warrants and covenants that: (a) Pfizer and its Affiliates own all of the Pfizer Patents, provided that Pfizer jointly owns the patents described as “jointly-owned” on Schedule B; (b) there is no Third-Party License Agreement to which Pfizer or any of its Affiliates is a party (a “Pfizer Third-Party Agreement”) (i) pursuant to which Pfizer or any its Affiliates acquired a licensable or sublicensable interest in any Pfizer Patents, (ii) that imposes any restriction on Pfizer’s or any of its Affiliates’ ability to grant the license in Section 2.1.1, or (iii) that otherwise impose any obligation, financial or otherwise, on Medarex or its Affiliates or Sublicensees/Licensees, or otherwise restrict their exercise of their rights, under the license granted in Section 2.1.1; (c) as of the Effective Date, there are no Covered Patents that would be Pfizer Patents but for any Pfizer Third-Party Agreements; (d) as of the Effective Date, Pfizer and its Affiliates have the unencumbered and unrestricted right to grant Medarex rights in the Pfizer Patents in accordance with this Agreement without any payment or other (to the extent material to Medarex’s rights hereunder) obligations to Third Parties other than those set forth in this Agreement; (e) as of the Effective Date, Pfizer and its Affiliates do not have any existing agreements or arrangements with Third Parties relating to the Pfizer Patents that would conflict with Pfizer’s or its Affiliates’ obligations to Medarex and its Affiliates or Pfizer’s or its Affiliates’ performance under this Agreement, and Pfizer and its Affiliates will not enter into any agreements or arrangements with Third Parties relating to the Pfizer Patents that would conflict with Pfizer’s or its Affiliates’ obligations to Medarex and its Affiliates or Pfizer’s or its Affiliates’ performance under this Agreement; (f) as of the Effective Date, no Third Party has notified Pfizer in writing that the Pfizer Patents are invalid or unenforceable; (g) as of the Effective Date, Pfizer 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 B hereto sets forth a true and complete list of all Covered Patents owned or controlled by Pfizer or its Affiliates and neither Pfizer nor its Affiliates has any agreement or arrangement with a Third Party with respect to such Covered ...
Representations, Warranties and Covenants of Pfizer. PFIZER hereby represents, warrants, and covenants to COMPANY as follows:
