Common use of Rights in Technology Clause in Contracts

Rights in Technology. (a) During the term of this Agreement, each Party shall use commercially reasonable efforts to maintain (but without an obligation to renew) and not to breach any agreements with Third Parties that provide a grant of rights from such Third Party to a Party that are Controlled by such Party and are licensed and/or would become subject to a license from such Party to the other Party under Article 7. Each Party agrees to provide promptly the other Party with notice of any such alleged breach or obligation to renew. As of the Execution Date, each Party is in compliance in all material respects with any aforementioned agreements with Third Parties, and, in the case of PDL, PDL has disclosed the existence of any such agreements with Third Parties (or options to enter into any such agreements with Third Parties) to BMS. (b) PDL represents and warrants that it has as of the Execution Date full legal or beneficial title to, or a sublicensable license to, the PDL Licensed Patents that have been listed on Schedule 1.56 to this Agreement. Each Party represents and warrants to the other that it (i) has no Knowledge as of the Execution Date of claims to inventorship by persons not already listed as inventors with respect to any PDL Licensed Patents owned by PDL, except as set forth on Schedule 12.2(b) to this Agreement; (ii) does not own or have a license to practice any intellectual property rights that would constitute PDL Licensed Patents but for an agreement with a Third Party that precludes PDL from Controlling such intellectual property; (iii) has the ability to grant the licenses contained in or required by this Agreement; and (iv) is not currently subject to any agreement with any Third Party or to any outstanding order, judgment or decree of any court or administrative agency that prohibits it in any way from granting to the other Party such licenses or the right to exercise its rights hereunder. (c) PDL represents and warrants that, to its Knowledge as of the Execution Date, all fees required to maintain the PDL Licensed Patents owned by PDL have been paid to date; and that there are no pending litigations or patent re-examinations ongoing with respect to the PDL Licensed Patents owned by PDL. (d) Each Party represents and warrants that: (i) except as provided in one or more material transfer agreements, clinical trial agreements or sponsored research agreements entered into by PDL prior to the Effective Date or [****]*, it has not granted, and covenants that it shall not grant after the Execution Date and during the term of this Agreement, any right, license or interest in or to, or an option to acquire any of the foregoing with respect to, the intellectual property rights licensed to the other Party hereunder (including the PDL Licensed Patents, the PDL Licensed Know-How, the BMS Licensed Patents, and the BMS Licensed Know-How, as the case may be) that is in conflict with the rights (including the rights set forth in Article 9) or licenses granted or to be granted (including any conditional license rights) to the other Party under this Agreement; and (ii) it has not granted any lien, security interest or other encumbrance (excluding any licenses) with respect to any of the intellectual property rights licensed to the other Party hereunder that would prevent it from performing its obligations under this Agreement. (e) PDL represents and warrants that, to its Knowledge as of the Execution Date, no Third Party has infringed any of the PDL Licensed Patents owned by PDL as they relate to the Licensed Antibodies.

Rights in Technology. (a) During the term of this AgreementTerm, each Party shall use commercially reasonable efforts to maintain (but without an obligation to renew[ * ]) and not to breach any agreements with Third Parties that provide a grant of rights from such Third Party to a Party that are Controlled by such Party and are licensed and/or would or become subject to a license from such Party to the other Party under Article 78. Each Party agrees to provide promptly the other Party with notice of any such alleged breach or obligation to renew. As of the Execution Effective Date, each Party is in compliance in all material respects with any aforementioned agreements with Third Parties. [ * ] = Certain confidential information contained in this document, andmarked by brackets, in has been omitted and filed separately with the case Securities and Exchange Commission pursuant to Rule 24b-2 of PDLthe Securities Exchange Act of 1934, PDL has disclosed the existence of any such agreements with Third Parties (or options to enter into any such agreements with Third Parties) to BMSas amended. (b) PDL represents and warrants that it has as of the Execution Date full legal or beneficial title to, or a sublicensable license to, the PDL Licensed Patents that have been listed on Schedule 1.56 to this Agreement. Each Party represents and warrants to the other that it it: (i) has no Knowledge as of the Execution Date of claims to inventorship by persons not already listed as inventors with respect to any PDL Licensed Patents owned by PDL, except as set forth on Schedule 12.2(b) to this Agreement; (ii) does not own or have a license to practice any intellectual property rights that would constitute PDL Licensed Patents but for an agreement with a Third Party that precludes PDL from Controlling such intellectual property; (iii) has the ability to grant the licenses contained in or required by this Agreement; and (ivii) is not currently subject to any agreement with any Third Party or to any outstanding order, judgment or decree of any court or administrative agency that prohibits restricts it in any way from granting to the other Party such licenses or the right to exercise its rights hereunder. (c) PDL represents and warrants that, to its Knowledge as of the Execution Date, all fees required to maintain the PDL Licensed Patents owned by PDL have been paid to date; and that there are no pending litigations or patent re-examinations ongoing with respect to the PDL Licensed Patents owned by PDL. (d) Each Party represents and warrants that: (i) except as provided in one or more material transfer agreements, clinical trial agreements or sponsored research agreements entered into by PDL prior to the Effective Date or [****]*, it has not granted, and covenants that it shall not grant after the Execution Effective Date and during the term of this AgreementTerm, any right, license or interest in or to, or an option to acquire any of the foregoing with respect to, the intellectual property rights licensed to the other Party hereunder (including the PDL Licensed Patents, the PDL Licensed Know-How, the BMS Licensed Patents, Exelixis Patents and the BMS Licensed KnowSanofi-HowAventis Patents, as the case may be) that is in conflict with the rights (including the rights set forth in Article 9) or licenses granted or to be granted (including any conditional license rights) to the other Party under this Agreement; and (ii) it has not granted any lien, security interest or other encumbrance (excluding any licenses) with respect to any of the intellectual property rights licensed to the other Party hereunder that would prevent it from performing its obligations under this Agreement. , or permitted such a lien, security interest or other encumbrance (eexcluding any permitted licenses) PDL represents and warrants that, to its Knowledge as of the Execution Date, no Third Party has infringed any of the PDL Licensed Patents owned by PDL as they relate attach to the Licensed Antibodiesintellectual property rights licensed to the other Party hereunder.

Rights in Technology. (a) During the term of this Agreement, each Party shall use commercially reasonable efforts to maintain (but without an obligation to renew) and not to breach any agreements with Third Parties that provide a grant of rights from such Third Party to a Party that are Controlled by such Party and are licensed and/or would or become subject to a license from such Party to the other Party under Article 76. Each Party agrees to provide promptly the other Party Parties with notice of any such alleged breach or obligation to renew. As of the Execution Date, each Party is in compliance in all material respects with any aforementioned agreements with Third Parties, and, in the case of PDL, PDL has disclosed the existence of any such agreements with Third Parties (or options to enter into any such agreements with Third Parties) to BMS. (b) PDL Each of EPC and BMS represents and warrants that it has as of the Execution Date full legal or beneficial title to, or a sublicensable license to, the PDL Licensed Patents that have been listed on Schedule 1.56 to this Agreement. Each Party represents and warrants to the other that it it: (i) has no Knowledge as of the Execution Date of claims to inventorship by persons not already listed as inventors with respect to any PDL Licensed Patents owned by PDL, except as set forth on Schedule 12.2(b) to this Agreement; (ii) does not own or have a license to practice any intellectual property rights that would constitute PDL Licensed Patents but for an agreement with a Third Party that precludes PDL from Controlling such intellectual property; (iii) has the ability to grant the licenses contained in or required by this Agreement; and (ivii) is not currently subject to any agreement with any Third Party or to any outstanding order, judgment or decree of any court or administrative agency that prohibits restricts it in any way from granting to the other another Party such licenses or the right to exercise its rights hereunder. (c) PDL represents Each of EPC and warrants that, to its Knowledge as of the Execution Date, all fees required to maintain the PDL Licensed Patents owned by PDL have been paid to date; and that there are no pending litigations or patent re-examinations ongoing with respect to the PDL Licensed Patents owned by PDL. (d) Each Party BMS represents and warrants that: (i) except as provided in one or more material transfer agreements, clinical trial agreements or sponsored research agreements entered into by PDL prior to the Effective Date or [****]*, it has not granted, and covenants that it shall not grant after the Execution Date and during the term of this Agreement, any right, license or interest in or to, or an option to acquire any of the foregoing with respect to, the intellectual property rights licensed to the other another Party hereunder (including the PDL Exelixis Licensed Patents, the PDL Licensed Know-How, Patents and the BMS Licensed Patents, and the BMS Licensed Know-How, as the case may be) that is in conflict with the rights (including the rights set forth in Article 96) or licenses granted or to be granted (including any [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. conditional license rights) to the other another Party under this Agreement; and (ii) it has not granted any lien, security interest or other encumbrance (excluding any licenses) with respect to any of the intellectual property rights licensed to the other another Party hereunder that would prevent it from performing its obligations under this Agreement, or permitted such a lien, security interest or other encumbrance (excluding any permitted licenses) to attach to the intellectual property rights licensed to another Party hereunder. (ed) PDL represents and warrants that, to its To the Knowledge of Exelixis as of the Execution Original Effective Date, no Third Party has infringed Exelixis does not Control any of Small Molecule Compounds that: (i) [*] TGR5 [*]; (ii) [*] TGR5, [*]; and (iii) are not disclosed in the PDL Exelixis Licensed Patents owned by PDL as they relate to the Licensed Antibodieslisted on Exhibit 1.17.

Rights in Technology. (a) During the term of this Agreement, each Party shall use commercially reasonable efforts to maintain (but without an obligation to renew) and not to breach any agreements with Third Parties that provide a grant of rights from such Third Party to a Party that are Controlled by such Party and are licensed and/or would or become subject to a license from such Party to the other Party under Article 78. Each Party agrees to provide promptly the other Party with notice of any such alleged breach or obligation to renew. As of the Execution Date, each Party is in compliance in all material respects with any aforementioned agreements with Third Parties, and, in the case of PDL, PDL has disclosed the existence of any such agreements with Third Parties (or options to enter into any such agreements with Third Parties) to BMS. (b) PDL represents and warrants that it has as of the Execution Date full legal or beneficial title to, or a sublicensable license to, the PDL Licensed Patents that have been listed on Schedule 1.56 to this Agreement. Each Party represents and warrants to the other that it it: (i) has no Knowledge as of the Execution Date of claims to inventorship by persons not already listed as inventors with respect to any PDL Licensed Patents owned by PDL, except as set forth on Schedule 12.2(b) to this Agreement; (ii) does not own or have a license to practice any intellectual property rights that would constitute PDL Licensed Patents but for an agreement with a Third Party that precludes PDL from Controlling such intellectual property; (iii) has the ability to grant the licenses contained in or required by this Agreement; and (ivii) is not currently subject to any agreement with any Third Party or to any outstanding order, judgment or decree of any court or administrative agency that prohibits restricts it in any way from granting to the other Party such licenses or the right to exercise its rights hereunder. (c) PDL represents and warrants that, to its Knowledge as of the Execution Date, all fees required to maintain the PDL Licensed Patents owned by PDL have been paid to date; and that there are no pending litigations or patent re-examinations ongoing with respect to the PDL Licensed Patents owned by PDL. (d) Each Party represents and warrants that: (i) except as provided in one or more material transfer agreements, clinical trial agreements or sponsored research agreements entered into by PDL prior to the Effective Date or [****]*, it has not granted, and covenants that it shall not grant after the Execution Date and during the term of this Agreement, any right, license or interest in or to, or an option to acquire any of the foregoing with respect to, the intellectual property rights licensed to the other Party hereunder (including the PDL Exelixis Licensed Patents, the PDL Licensed Know-How, Patents and the BMS Licensed Patents, and the BMS Licensed Know-How, as the case may be) that is in conflict with the rights (including the rights set forth in Article 910) or licenses granted or to be granted (including any conditional license rights) to the other Party under this Agreement; and (ii) it has not granted any lien, security interest or other encumbrance (excluding any licenses) with respect to any of the intellectual property rights licensed to the other Party hereunder that would prevent it from performing its obligations under this Agreement. , or permitted such a lien, security interest or other encumbrance (eexcluding any permitted licenses) PDL represents and warrants that, to its Knowledge as of the Execution Date, no Third Party has infringed any of the PDL Licensed Patents owned by PDL as they relate attach to the Licensed Antibodiesintellectual property rights licensed to the other Party hereunder.

Rights in Technology. (a) During the term of this Agreement, each Party shall use commercially reasonable efforts to maintain (but without an obligation to renew) and not to breach any agreements with Third Parties that provide a grant of rights from such Third Party to a Party that are Controlled by such Party and are licensed and/or would or become subject to a license from such Party to the other Party under Article 7. Each Party agrees to provide promptly the other Party Parties with notice of any such alleged breach or obligation to renew. As of the Execution Original Effective Date, each Party is in compliance in all material respects with any aforementioned agreements with Third Parties, and, in the case of PDL, PDL has disclosed the existence of any such agreements with Third Parties (or options to enter into any such agreements with Third Parties) to BMS. (b) PDL Each of EPC and BMS represents and warrants that it has as of the Execution Date full legal or beneficial title to, or a sublicensable license to, the PDL Licensed Patents that have been listed on Schedule 1.56 to this Agreement. Each Party represents and warrants to the other that it it: (i) has no Knowledge as of the Execution Date of claims to inventorship by persons not already listed as inventors with respect to any PDL Licensed Patents owned by PDL, except as set forth on Schedule 12.2(b) to this Agreement; (ii) does not own or have a license to practice any intellectual property rights that would constitute PDL Licensed Patents but for an agreement with a Third Party that precludes PDL from Controlling such intellectual property; (iii) has the ability to grant the licenses contained in or required by this Agreement; and (ivii) is not currently subject to any agreement with any Third Party or to any outstanding order, judgment or decree of any court or administrative agency that prohibits restricts it in any way from granting to the other another Party such licenses or the right to exercise its rights hereunder. (c) PDL represents Each of EPC and warrants that, to its Knowledge as of the Execution Date, all fees required to maintain the PDL Licensed Patents owned by PDL have been paid to date; and that there are no pending litigations or patent re-examinations ongoing with respect to the PDL Licensed Patents owned by PDL. (d) Each Party BMS represents and warrants that: (i) except as provided in one or more material transfer agreements, clinical trial agreements or sponsored research agreements entered into by PDL prior to the Effective Date or [****]*, it has not granted, and covenants that it shall not grant after the Execution Original Effective Date and during the term of this Agreement, any right, license or interest in or to, or an option to acquire any of the foregoing with respect to, the intellectual property rights licensed to the other another Party hereunder (including the PDL Exelixis Licensed Patents, the PDL Licensed Know-How, Patents and the BMS Licensed Patents, and the BMS Licensed Know-How, as the case may be) that is in conflict with the rights (including the rights set forth in Article 97) or licenses granted or to be granted (including any conditional license rights) to the other another Party under this Agreement; and (ii) it has not granted any lien, security interest or other encumbrance (excluding any licenses) with respect to any of the intellectual property rights licensed to the other another Party hereunder that would prevent it from performing its obligations under this Agreement. , or permitted such a lien, security interest or other encumbrance (eexcluding any permitted licenses) PDL represents and warrants that, to its Knowledge as of the Execution Date, no Third Party has infringed any of the PDL Licensed Patents owned by PDL as they relate attach to the Licensed Antibodiesintellectual property rights licensed to another Party hereunder.

Rights in Technology. (a) During the term of this Agreement, each Party shall use commercially reasonable efforts to maintain (but without an obligation to renew) and not to breach any agreements with Third Parties that provide a grant of rights from such Third Party to a Party that are Controlled by such Party and are licensed and/or would or become subject to a license from such Party to the other Party under Article 7. Each Party agrees to provide promptly the other Party with notice of any such alleged breach or obligation to renew. As of the Execution Date, each Party is in compliance in all material respects with any aforementioned agreements with Third Parties, and, in the case of PDL, PDL has disclosed the existence of any such agreements with Third Parties (or options to enter into any such agreements with Third Parties) to BMS. (b) PDL represents and warrants that it has as of the Execution Date full legal or beneficial title to, or a sublicensable license to, the PDL Licensed Patents that have been listed on Schedule 1.56 to this Agreement. Each Party represents and warrants to the other that it it: (i) has no Knowledge as of the Execution Date of claims to inventorship by persons not already listed as inventors with respect to any PDL Licensed Patents owned by PDL, except as set forth on Schedule 12.2(b) to this Agreement; (ii) does not own or have a license to practice any intellectual property rights that would constitute PDL Licensed Patents but for an agreement with a Third Party that precludes PDL from Controlling such intellectual property; (iii) has the ability to grant the licenses contained in or required by this Agreement; and (ivii) is not currently subject to any agreement with any Third Party or to any outstanding order, judgment or decree of any court or administrative agency that prohibits restricts it in any way from granting to the other Party such licenses or the right to exercise its rights hereunder. (c) PDL represents and warrants that, to its Knowledge as of the Execution Date, all fees required to maintain the PDL Licensed Patents owned by PDL have been paid to date; and that there are no pending litigations or patent re-examinations ongoing with respect to the PDL Licensed Patents owned by PDL. (d) Each Party represents and warrants that: (i) except as provided in one or more material transfer agreements, clinical trial agreements or sponsored research agreements entered into by PDL prior to the Effective Date or [****]*, it has not granted, and covenants that it shall not grant after the Execution Date and during the term of this Agreement, any right, license or interest in or to, or an option to acquire any of the foregoing with respect to, the intellectual property rights licensed to the other Party hereunder (including the PDL Exelixis Licensed Patents, the PDL Licensed Know-How, Patents and the BMS Licensed Patents, and the BMS Licensed Know-How, as the case may be) that is in conflict with the rights (including the rights set forth in Article 97) or licenses granted or to be granted (including any conditional license rights) to the other Party under this Agreement; and (ii) it has not granted any lien, security interest or other encumbrance (excluding any licenses) with respect to any of the intellectual property rights licensed to the other Party hereunder that would prevent it from [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. performing its obligations under this Agreement. , or permitted such a lien, security interest or other encumbrance (eexcluding any permitted licenses) PDL represents to attach to the intellectual property rights licensed to the other Party hereunder, except for the security interest that Exelixis granted to GSK with respect to XL184 and warrants that, to its Knowledge XL281 under the Loan and Security Agreement dated as of October 28, 2002 between the Execution DateExelixis and GSK, no Third Party has infringed any as amended, and the Patent Security Agreement and Mortgage dated as of October 28, 2002 between the PDL Licensed Patents owned by PDL Exelixis and GSK, as they relate to the Licensed Antibodiesamended, and except as provided in Section 8.6(a).

Rights in Technology. (a) During the term of this Agreement, each Party shall use commercially reasonable efforts to maintain (but without an obligation to renew) and not to breach any agreements with Third Parties that provide a grant of rights from such Third Party to a Party that are Controlled by such Party and are licensed and/or would or become subject to a license from such Party to the other Party under Article 7. Each Party agrees to provide promptly the other Party with notice of any such alleged breach or obligation to renew. As of the Execution Effective Date, each Party is in compliance in all material respects with any aforementioned agreements with Third Parties, and, in the case of PDL, PDL has disclosed the existence of any such agreements with Third Parties (or options to enter into any such agreements with Third Parties) to BMS. (b) PDL represents and warrants that it has as of the Execution Date full legal or beneficial title to, or a sublicensable license to, the PDL Licensed Patents that have been listed on Schedule 1.56 to this Agreement. Each Party represents and warrants to the other that it it: (i) has no Knowledge as of the Execution Date of claims to inventorship by persons not already listed as inventors with respect to any PDL Licensed Patents owned by PDL, except as set forth on Schedule 12.2(b) to this Agreement; (ii) does not own or have a license to practice any intellectual property rights that would constitute PDL Licensed Patents but for an agreement with a Third Party that precludes PDL from Controlling such intellectual property; (iii) has the ability to grant the licenses contained in or required by this Agreement; and (ivii) is not currently subject to any agreement with any Third Party or to any outstanding order, judgment or decree of any court or administrative agency that prohibits restricts it in any way from granting to the other Party such licenses or the right to exercise its rights hereunder. (c) PDL represents and warrants that, to its Knowledge as of the Execution Date, all fees required to maintain the PDL Licensed Patents owned by PDL have been paid to date; and that there are no pending litigations or patent re-examinations ongoing with respect to the PDL Licensed Patents owned by PDL. (d) Each Party represents and warrants that: (i) except as provided in one or more material transfer agreements, clinical trial agreements or sponsored research agreements entered into by PDL prior to the Effective Date or [****]*, it has not granted, and covenants [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. that it shall not grant after the Execution Effective Date and during the term of this Agreement, any right, license or interest in or to, or an option to acquire any of the foregoing with respect to, the intellectual property rights licensed to the other Party hereunder (including the PDL Exelixis Licensed Patents, the PDL Licensed Know-How, Patents and the BMS Licensed Patents, and the BMS Licensed Know-How, as the case may be) that is in conflict with the rights (including the rights set forth in Article 97) or licenses granted or to be granted (including any conditional license rights) to the other Party under this Agreement; and (ii) it has not granted any lien, security interest or other encumbrance (excluding any licenses) with respect to any of the intellectual property rights licensed to the other Party hereunder that would prevent it from performing its obligations under this Agreement. , or permitted such a lien, security interest or other encumbrance (eexcluding any permitted licenses) PDL represents and warrants that, to its Knowledge as of the Execution Date, no Third Party has infringed any of the PDL Licensed Patents owned by PDL as they relate attach to the Licensed Antibodiesintellectual property rights licensed to the other Party hereunder.

Rights in Technology. (a) During the term of this Agreement, each Party shall use commercially reasonable efforts to maintain (but without an obligation to renew) and not to breach any agreements with Third Parties that provide a grant of rights from such Third Party to a Party that are Controlled by such Party and are licensed and/or would or become subject to a license from such Party to the other Party under Article 75. Each Party agrees to provide promptly the other Party with notice of any such alleged breach or obligation to renew. As of the Execution Date, each Party is in compliance in all material respects with any aforementioned agreements with Third Parties, and, in the case of PDL, PDL has disclosed the existence of any such agreements with Third Parties (or options to enter into any such agreements with Third Parties) to BMS. (b) PDL Each Party represents and warrants that it it: (i) has as of the Execution Date full legal or beneficial title to, or a sublicensable license to, to the PDL Licensed Patents that have been listed on a Schedule 1.56 to this Agreement. Each Party represents and warrants to the other that it ; (iii) has no Knowledge as of the Execution Date of claims to inventorship by persons not already listed as inventors with respect to any PDL Licensed Patents owned by PDL, except as set forth on Schedule 12.2(b) to this Agreement; (ii) does not own or have a license to practice any intellectual property rights that would constitute PDL Licensed Patents but for an agreement with a Third Party that precludes PDL from Controlling such intellectual property[ * ]; (iii) has the ability to grant the licenses contained in or required by this Agreement; and (iv) is not currently subject to any agreement with any Third Party or to any outstanding order, judgment or decree of any court or administrative agency that prohibits restricts it in any way from granting to the other Party such licenses or the right to exercise its rights hereunder. (c) PDL Each Party represents and warrants that, to its Knowledge as of the Execution Date, all fees required to maintain the PDL Licensed Patents owned by PDL issued Patent rights of such Party set forth in the Schedules to this Agreement have been paid to date; and that there are no pending litigations or patent re-examinations ongoing with respect to the PDL Licensed Patents owned by PDL. (d) Each Party represents and warrants that: (i) except as provided in one or more material transfer agreements, clinical trial agreements or sponsored research agreements entered into by PDL prior to the Effective Date or [****]*, it has not granted, and covenants that it shall not grant after the Execution Date and during the term of this Agreement, any right, license or interest in or to, or an option to acquire any of the foregoing with respect to, the intellectual property rights licensed to the other Party hereunder (including the PDL Licensed Patents, the PDL Licensed Know-How, the BMS Licensed Patents, Exelixis Patents and the BMS Licensed Know-HowPatents, as the case may be) that is in conflict with the rights (including the rights set forth in Section 3.5 and Article 9) 8) or licenses granted or to be granted (including any conditional license rights) to the other Party under this Agreement; and (ii) it has not granted any lien, security interest or other encumbrance (excluding any licenses) with respect to any of the intellectual property rights licensed to the other Party hereunder that would prevent it from performing its obligations under this Agreement, or permitted such a lien, security interest or other encumbrance (excluding any permitted licenses) to attach to the intellectual property rights licensed to the other Party hereunder. (e) PDL represents and warrants that, to its To such Party’s Knowledge as of the Execution Date, no Third each Party has infringed any of the PDL Licensed Patents owned by PDL as they relate to the Licensed Antibodiesrepresents and warrants that [ * ].

Rights in Technology. (a) During the term of this Agreement, each Party shall use commercially reasonable efforts to maintain (but without an obligation to renew) and not to breach any agreements with Third Parties that provide a grant of rights from such Third Party to a Party that are Controlled by such Party and are licensed and/or would or become subject to a license from such Party to the other Party under Article 7. Each Party agrees to provide promptly the other Party Parties with notice of any such alleged breach or obligation to renew. As of the Execution Date, each Party is in compliance in all material respects with any aforementioned agreements with Third Parties, and, in the case of PDL, PDL has disclosed the existence of any such agreements with Third Parties (or options to enter into any such agreements with Third Parties) to BMS. (b) PDL Each of EPC and BMS represents and warrants that it has as of the Execution Date full legal or beneficial title to, or a sublicensable license to, the PDL Licensed Patents that have been listed on Schedule 1.56 to this Agreement. Each Party represents and warrants to the other that it it: (i) has no Knowledge as of the Execution Date of claims to inventorship by persons not already listed as inventors with respect to any PDL Licensed Patents owned by PDL, except as set forth on Schedule 12.2(b) to this Agreement; (ii) does not own or have a license to practice any intellectual property rights that would constitute PDL Licensed Patents but for an agreement with a Third Party that precludes PDL from Controlling such intellectual property; (iii) has the ability to grant the licenses contained in or required by this Agreement; and (ivii) is not currently subject to any agreement with any Third Party or to any outstanding order, judgment or decree of any court or administrative agency that prohibits restricts it in any way from granting to the other another Party such licenses or the right to exercise its rights hereunder. (c) PDL represents Each of EPC and warrants that, to its Knowledge as of the Execution Date, all fees required to maintain the PDL Licensed Patents owned by PDL have been paid to date; and that there are no pending litigations or patent re-examinations ongoing with respect to the PDL Licensed Patents owned by PDL. (d) Each Party BMS represents and warrants that: (i) except as provided in one or more material transfer agreements, clinical trial agreements or sponsored research agreements entered into by PDL prior to the Effective Date or [****]*, it has not granted, and covenants that it shall not grant after the Execution Date and during the term of this Agreement, any right, license or interest in or to, or an option to acquire any of the foregoing with respect to, the intellectual property rights licensed to the other another Party hereunder (including the PDL Exelixis Licensed Patents, the PDL Licensed Know-How, Patents and the BMS Licensed Patents, and the BMS Licensed Know-How, as the case may be) that is in conflict with the rights (including the rights set forth in Article 97) or licenses granted or to be granted (including any conditional license rights) to the other another Party under this Agreement; and (ii) it has not granted any lien, security interest or other encumbrance (excluding any licenses) with respect to any of the intellectual property rights licensed to the other another Party hereunder that would prevent it from performing its obligations under this Agreement. , or permitted such a lien, security interest or other encumbrance (eexcluding any permitted licenses) PDL represents to attach to the intellectual property rights licensed to another Party hereunder, except for the security interest that Exelixis granted to GSK with respect to XL184 and warrants that, to its Knowledge XL281 under the Loan and Security Agreement dated as of October 28, 2002 between the Execution DateExelixis and GSK, no Third Party has infringed any as amended, and the Patent Security Agreement and Mortgage dated as of October 28, 2002 between the PDL Licensed Patents owned by PDL Exelixis and GSK, as they relate to the Licensed Antibodiesamended, and except as provided in Section 8.6(a).

Rights in Technology. (a) During the term of this AgreementTerm, each Party shall use commercially reasonable efforts to maintain (but without an obligation to renew[ * ]) and not to breach any agreements with Third Parties that provide a grant of rights from such Third Party to a Party that are Controlled by such Party and are licensed and/or would or become subject to a license from such Party to the other Party under Article 78. Each Party agrees to provide promptly the other Party with notice of any such alleged breach or obligation to renew. As of the Execution Effective Date, each Party is in compliance in all material respects with any aforementioned agreements with Third Parties, and, in the case of PDL, PDL has disclosed the existence of any such agreements with Third Parties (or options to enter into any such agreements with Third Parties) to BMS. (b) PDL represents and warrants that it has as of the Execution Date full legal or beneficial title to, or a sublicensable license to, the PDL Licensed Patents that have been listed on Schedule 1.56 to this Agreement. Each Party represents and warrants to the other that it it: (i) has no Knowledge as of the Execution Date of claims to inventorship by persons not already listed as inventors with respect to any PDL Licensed Patents owned by PDL, except as set forth on Schedule 12.2(b) to this Agreement; (ii) does not own or have a license to practice any intellectual property rights that would constitute PDL Licensed Patents but for an agreement with a Third Party that precludes PDL from Controlling such intellectual property; (iii) has the ability to grant the licenses contained in or required by this Agreement; and (ivii) is not currently subject to any agreement with any Third Party or to any outstanding order, judgment or decree of any court or administrative agency that prohibits restricts it in any way from granting to the other Party such licenses or the right to exercise its rights hereunder. (c) PDL represents and warrants that, to its Knowledge as of the Execution Date, all fees required to maintain the PDL Licensed Patents owned by PDL have been paid to date; and that there are no pending litigations or patent re-examinations ongoing with respect to the PDL Licensed Patents owned by PDL. (d) Each Party represents and warrants that: (i) except as provided in one or more material transfer agreements, clinical trial agreements or sponsored research agreements entered into by PDL prior to the Effective Date or [****]*, it has not granted, and covenants that it shall not grant after the Execution Effective Date and during the term of this AgreementTerm, any right, license or interest in or to, or an option to acquire any of the foregoing with respect to, the intellectual property rights licensed to the other Party hereunder (including the PDL Licensed Patents, the PDL Licensed Know-How, the BMS Licensed Patents, Exelixis Patents and the BMS Licensed KnowSanofi-HowAventis Patents, as the case may be) that is in conflict with the rights (including the rights set forth in Article 9) or licenses granted or to be granted (including any conditional license rights) to the other Party under this Agreement; and (ii) it has not granted any lien, security interest or other encumbrance (excluding any licenses) with respect to any of the intellectual property rights licensed to the other Party hereunder that would prevent it from performing its obligations under this Agreement. , or permitted such a lien, security interest or other encumbrance (eexcluding any permitted licenses) PDL represents to attach to the intellectual property rights licensed to the other Party hereunder. [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and warrants that, filed separately with the Securities and Exchange Commission pursuant to its Knowledge as Rule 24b-2 of the Execution DateSecurities Exchange Act of 1934, no Third Party has infringed any of the PDL Licensed Patents owned by PDL as they relate to the Licensed Antibodiesamended.

Rights in Technology. (a) During the term of this Agreement, each Party shall use commercially reasonable efforts to maintain (but without an obligation to renew) and not to breach any agreements with Third Parties that provide a grant of rights from such Third Party to a Party that are [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Controlled by such Party and are licensed and/or would or become subject to a license from such Party to the other Party under Article 7. Each Party agrees to provide promptly the other Party Parties with notice of any such alleged breach or obligation to renew. As of the Execution Original Effective Date, each Party is in compliance in all material respects with any aforementioned agreements with Third Parties, and, in the case of PDL, PDL has disclosed the existence of any such agreements with Third Parties (or options to enter into any such agreements with Third Parties) to BMS. (b) PDL Each of EPC and BMS represents and warrants that it has as of the Execution Date full legal or beneficial title to, or a sublicensable license to, the PDL Licensed Patents that have been listed on Schedule 1.56 to this Agreement. Each Party represents and warrants to the other that it it: (i) has no Knowledge as of the Execution Date of claims to inventorship by persons not already listed as inventors with respect to any PDL Licensed Patents owned by PDL, except as set forth on Schedule 12.2(b) to this Agreement; (ii) does not own or have a license to practice any intellectual property rights that would constitute PDL Licensed Patents but for an agreement with a Third Party that precludes PDL from Controlling such intellectual property; (iii) has the ability to grant the licenses contained in or required by this Agreement; and (ivii) is not currently subject to any agreement with any Third Party or to any outstanding order, judgment or decree of any court or administrative agency that prohibits restricts it in any way from granting to the other another Party such licenses or the right to exercise its rights hereunder. (c) PDL represents Each of EPC and warrants that, to its Knowledge as of the Execution Date, all fees required to maintain the PDL Licensed Patents owned by PDL have been paid to date; and that there are no pending litigations or patent re-examinations ongoing with respect to the PDL Licensed Patents owned by PDL. (d) Each Party BMS represents and warrants that: (i) except as provided in one or more material transfer agreements, clinical trial agreements or sponsored research agreements entered into by PDL prior to the Effective Date or [****]*, it has not granted, and covenants that it shall not grant after the Execution Original Effective Date and during the term of this Agreement, any right, license or interest in or to, or an option to acquire any of the foregoing with respect to, the intellectual property rights licensed to the other another Party hereunder (including the PDL Exelixis Licensed Patents, the PDL Licensed Know-How, Patents and the BMS Licensed Patents, and the BMS Licensed Know-How, as the case may be) that is in conflict with the rights (including the rights set forth in Article 97) or licenses granted or to be granted (including any conditional license rights) to the other another Party under this Agreement; and (ii) it has not granted any lien, security interest or other encumbrance (excluding any licenses) with respect to any of the intellectual property rights licensed to the other another Party hereunder that would prevent it from performing its obligations under this Agreement. , or permitted such a lien, security interest or other encumbrance (eexcluding any permitted licenses) PDL represents and warrants that, to its Knowledge as of the Execution Date, no Third Party has infringed any of the PDL Licensed Patents owned by PDL as they relate attach to the Licensed Antibodiesintellectual property rights licensed to another Party hereunder.

Rights in Technology. (a) During the term of this Agreement, each Party shall use commercially reasonable efforts to maintain (but without an obligation to renew) and not to breach any agreements with Third Parties that provide a grant of rights from such Third Party to a Party that are Controlled by such Party and are licensed and/or would or become subject to a license from such Party to the other Party under Article 78. Each Party agrees to provide promptly the other Party Parties with notice of any such alleged breach or obligation to renew. As of the Execution Date, each Party is in compliance in all material respects with any aforementioned agreements with Third Parties, and, in the case of PDL, PDL has disclosed the existence of any such agreements with Third Parties (or options to enter into any such agreements with Third Parties) to BMS. (b) PDL Each of EPC and BMS represents and warrants that it has as of the Execution Date full legal or beneficial title to, or a sublicensable license to, the PDL Licensed Patents that have been listed on Schedule 1.56 to this Agreement. Each Party represents and warrants to the other that it it: (i) has no Knowledge as of the Execution Date of claims to inventorship by persons not already listed as inventors with respect to any PDL Licensed Patents owned by PDL, except as set forth on Schedule 12.2(b) to this Agreement; (ii) does not own or have a license to practice any intellectual property rights that would constitute PDL Licensed Patents but for an agreement with a Third Party that precludes PDL from Controlling such intellectual property; (iii) has the ability to grant the licenses contained in or required by this Agreement; and (ivii) is not currently subject to any agreement with any Third Party or to any outstanding order, judgment or decree of any court or administrative agency that prohibits restricts it in any way from granting to the other another Party such licenses or the right to exercise its rights hereunder. (c) PDL represents Each of EPC and warrants that, to its Knowledge as of the Execution Date, all fees required to maintain the PDL Licensed Patents owned by PDL have been paid to date; and that there are no pending litigations or patent re-examinations ongoing with respect to the PDL Licensed Patents owned by PDL. (d) Each Party BMS represents and warrants that: (i) except as provided in one or more material transfer agreements, clinical trial agreements or sponsored research agreements entered into by PDL prior to the Effective Date or [****]*, it has not granted, and covenants that it shall not grant after the Execution Date and during the term of this Agreement, any right, license or interest in or to, or an option to acquire any of the foregoing with respect to, the intellectual property rights licensed to the other another Party hereunder (including the PDL Exelixis Licensed Patents, the PDL Licensed Know-How, Patents and the BMS Licensed Patents, and the BMS Licensed Know-How, as the case may be) that is in conflict with the rights (including the rights set forth in Article 910) or licenses granted or to be granted (including any conditional license rights) to the other another Party under this Agreement; and (ii) it has not granted any lien, security interest or other encumbrance (excluding any licenses) with respect to any of the intellectual property rights licensed to the other another Party hereunder that would prevent it from performing its obligations under this Agreement. , or permitted such a lien, security interest or other encumbrance (eexcluding any permitted licenses) PDL represents and warrants that, to its Knowledge as of the Execution Date, no Third Party has infringed any of the PDL Licensed Patents owned by PDL as they relate attach to the Licensed Antibodiesintellectual property rights licensed to another Party hereunder.

Rights in Technology. (a) During the term of this Agreement, each Party shall use commercially reasonable efforts to maintain (but without an obligation to renew) and not to breach any agreements with Third Parties that provide a grant of rights from such Third Party to a Party that are Controlled by such Party and are licensed and/or would or become subject to a license from such Party to the other Party under Article 76. Each Party agrees to provide promptly the other Party with notice of any such alleged breach or obligation to renew. As of the Execution Date, each Party is in compliance in all material respects with any aforementioned agreements with Third Parties, and, in the case of PDL, PDL has disclosed the existence of any such agreements with Third Parties (or options to enter into any such agreements with Third Parties) to BMS. (b) PDL represents and warrants that it has as of the Execution Date full legal or beneficial title to, or a sublicensable license to, the PDL Licensed Patents that have been listed on Schedule 1.56 to this Agreement. Each Party represents and warrants to the other that it it: (i) has no Knowledge as of the Execution Date of claims to inventorship by persons not already listed as inventors with respect to any PDL Licensed Patents owned by PDL, except as set forth on Schedule 12.2(b) to this Agreement; (ii) does not own or have a license to practice any intellectual property rights that would constitute PDL Licensed Patents but for an agreement with a Third Party that precludes PDL from Controlling such intellectual property; (iii) has the ability to grant the licenses contained in or required by this Agreement; and (ivii) is not currently subject to any agreement with any Third Party or to any outstanding order, judgment or decree of any court or administrative agency that prohibits restricts it in any way from granting to the other Party such licenses or the right to exercise its rights hereunder. (c) PDL represents and warrants that, to its Knowledge as of the Execution Date, all fees required to maintain the PDL Licensed Patents owned by PDL have been paid to date; and that there are no pending litigations or patent re-examinations ongoing with respect to the PDL Licensed Patents owned by PDL. (d) Each Party represents and warrants that: (i) except as provided in one or more material transfer agreements, clinical trial agreements or sponsored research agreements entered into by PDL prior to the Effective Date or [****]*, it has not granted, and covenants that it shall not grant after the Execution Date and during the term of this Agreement, any right, license or interest in or to, or an option to acquire any of the foregoing with respect to, the intellectual property rights licensed to the other Party hereunder (including the PDL Exelixis Licensed Patents, the PDL Licensed Know-How, Patents and the BMS Licensed Patents, and the BMS Licensed Know-How, as the case may be) that is in conflict with the rights (including the rights set forth in Article 96) or licenses granted or to be granted (including any conditional license rights) to the other Party under this Agreement; and (ii) it has not granted any lien, security interest or other encumbrance (excluding any licenses) with respect to any of the intellectual property rights licensed to the other Party hereunder that would prevent it from performing its obligations under this Agreement, or permitted such a lien, security interest or other encumbrance (excluding any permitted licenses) to attach to the intellectual property rights licensed to the other Party hereunder. (ed) PDL represents and warrants that, to its To the Knowledge of Exelixis as of the Execution Effective Date, no Third Party has infringed Exelixis does not Control any of Small Molecule Compounds that: (i) [ * ] TGR5 [ * ]; (ii) [ * ] TGR5, [ * ]; and (iii) are not disclosed in the PDL Exelixis Licensed Patents owned by PDL as they relate to the Licensed Antibodieslisted on Exhibit 1.17.