Common use of Organization, Standing and Power; Subsidiaries Clause in Contracts

Organization, Standing and Power; Subsidiaries. (i) Each of ▇▇▇▇-▇▇▇▇▇ and each of its Subsidiaries (as defined in Section 8.11) is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority would not reasonably be expected to have a Material Adverse Effect on ▇▇▇▇-▇▇▇▇▇, and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary other than in such jurisdictions where the failure so to qualify or to be in good standing would not reasonably be expected to have a Material Adverse Effect on ▇▇▇▇-▇▇▇▇▇. The copies of the certificate of incorporation and by-laws of ▇▇▇▇-▇▇▇▇▇ which were previously furnished or made available to Oryx are complete and correct copies of such documents as in effect on the date of this Agreement. (ii) Exhibit 21 to ▇▇▇▇-▇▇▇▇▇'▇ Annual Report on Form 10-K for the year ended December 31, 1997 includes all the Subsidiaries of ▇▇▇▇-▇▇▇▇▇ which as of the date of this Agreement are Significant Subsidiaries (as defined in Rule 1-02 of Regulation S-X of the SEC). All the outstanding shares of capital stock of, or other equity interests in, each such Significant Subsidiary have been validly issued and are fully paid and nonassessable and are owned directly or indirectly by ▇▇▇▇-▇▇▇▇▇, free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively "Liens") and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests). As of the date of this Agreement, neither ▇▇▇▇-▇▇▇▇▇ nor any of its Subsidiaries directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any other Person that is or would reasonably be expected to be material to ▇▇▇▇-▇▇▇▇▇ and its Subsidiaries taken as a whole.

Organization, Standing and Power; Subsidiaries. (i) Each of ▇▇▇▇-▇▇▇▇▇ the Company and each of its Subsidiaries (as defined in Section 8.11) is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the requisite corporate (or similar) power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure failures to be so organized, existing and or in good standing or to have such power and authority authority, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on ▇▇▇▇-▇▇▇▇▇the Company, and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary other than in such jurisdictions except where the failure failures so to qualify or to be in good standing standing, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on ▇▇▇▇-▇▇▇▇▇the Company. The copies of the certificate of incorporation and by-laws bylaws of ▇▇▇▇-▇▇▇▇▇ the Company which were previously furnished or made available to Oryx Parent are true, complete and correct copies of such documents as in effect on the date of this Agreement. (ii) Exhibit 21 to ▇▇▇▇-▇▇▇▇▇'▇ the Company’s Annual Report on Form 10-K for the year ended December 31, 1997 2003 includes all the Subsidiaries of ▇▇▇▇-▇▇▇▇▇ the Company which as of the date of this Agreement are thereof were Significant Subsidiaries (as defined in Rule 1-02 of Regulation S-X of the SEC). All the outstanding shares of capital stock of, or other equity interests in, each such Significant Subsidiary have been validly issued and are fully paid and nonassessable non-assessable and are are, except as set forth in Exhibit 21, owned directly or indirectly by ▇▇▇▇-▇▇▇▇▇the Company, free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively "Liens") and free of any other restriction Liens (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests). As of the date of this Agreement, neither ▇▇▇▇-▇▇▇▇▇ nor any of its Subsidiaries directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any other Person that is or would reasonably be expected to be material to ▇▇▇▇-▇▇▇▇▇ and its Subsidiaries taken as a wholeexcept for restrictions imposed by applicable laws.

Organization, Standing and Power; Subsidiaries. (i) Each of ▇▇▇▇▇▇-▇▇▇▇▇▇▇ and each of its Subsidiaries (as defined in Section 8.11) is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure failures to be so organized, existing and in good standing or to have such power and authority authority, in the aggregate, would not reasonably be expected to have a Material Adverse Effect on ▇▇▇▇▇▇-▇▇▇▇▇, ▇▇ and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary other than in such jurisdictions where the failure failures so to qualify or to be in good standing in the aggregate would not reasonably be expected to have a Material Adverse Effect on ▇▇▇▇-▇▇- ▇▇▇▇▇▇▇. The copies of the certificate of incorporation and by-laws Bylaws of ▇▇▇▇▇▇-▇▇▇▇▇▇▇ which were previously furnished or made available to Oryx AHP are true, complete and correct copies of such documents as in effect on the date of this Agreement. (ii) Exhibit 21 to ▇▇▇▇-▇▇- ▇▇▇▇▇▇▇'▇ Annual Report on Form 10-K for the year ended December 31, 1997 1998 includes all the Subsidiaries of ▇▇▇▇▇▇-▇▇▇▇▇▇▇ which as of the date of this Agreement are Significant Subsidiaries (as defined in Rule 1-02 of Regulation S-X of the SEC). All the outstanding shares of capital stock of, or other equity interests in, each such Significant Subsidiary have been validly issued and are fully paid and nonassessable and are are, except as set forth in Exhibit 21, owned directly or indirectly by ▇▇▇▇-▇▇- ▇▇▇▇▇▇▇, free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively "Liens") Liens and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests), except for restrictions imposed by applicable securities laws. As of Except as set forth in the ▇▇▇▇▇▇-▇▇▇▇▇▇▇ SEC Reports (as defined in Section 3.2(d)) filed prior to the date of this Agreementhereof, neither ▇▇▇▇▇▇-▇▇▇▇▇▇▇ nor any of its Subsidiaries directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any corporation, partnership, joint venture or other Person business association or entity (other than Subsidiaries), that is or would reasonably be expected to be material to ▇▇▇▇▇▇-▇▇▇▇▇▇▇ and its Subsidiaries taken as a whole.

Organization, Standing and Power; Subsidiaries. (i) Each of ▇▇▇▇-▇▇▇▇▇ Pfizer and each of its Subsidiaries (as defined in Section 8.11) is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure failures to be so organized, existing and in good standing or to have such power and authority authority, in the aggregate, would not reasonably be expected to have a Material Adverse Effect on ▇▇▇▇-▇▇▇▇▇Pfizer, and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary other than in such jurisdictions where the failure failures so to qualify or to be in good standing standing, in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Pfizer. The copies of the certificate of incorporation and bylaws of Pfizer which were previously furnished or made available to ▇▇▇▇▇▇-▇▇▇▇▇. The copies of the certificate of incorporation and by-laws of ▇▇▇▇-▇▇▇▇▇ which were previously furnished or made available to Oryx are true, complete and correct copies of such documents as in effect on the date of this Agreement. (ii) Exhibit 21 to ▇▇▇▇-▇▇▇▇▇'▇ Pfizer's Annual Report on Form 10-K for the year ended December 31, 1997 1998 includes all the Subsidiaries of ▇▇▇▇-▇▇▇▇▇ Pfizer which as of the date of this Agreement are Significant Subsidiaries (as defined in Rule 1-02 of Regulation S-X of the SEC). All the outstanding shares of capital stock of, or other equity interests in, each such Significant Subsidiary have been validly issued and are fully paid and nonassessable non-assessable and are are, except as set forth in Exhibit 21, owned directly or indirectly by ▇▇▇▇-▇▇▇▇▇Pfizer, free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively "Liens") and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests), except for restrictions imposed by applicable securities laws. As of Except as set forth in the Pfizer SEC Reports (as defined in Section 3.1(d)) filed prior to the date of this Agreementhereof, neither ▇▇▇▇-▇▇▇▇▇ Pfizer nor any of its Subsidiaries directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any corporation, partnership, joint venture or other Person business association or entity (other than Subsidiaries), that is or would reasonably be expected to be material to ▇▇▇▇-▇▇▇▇▇ Pfizer and its Subsidiaries taken as a whole.

Organization, Standing and Power; Subsidiaries. (i) Each of ▇▇▇▇-▇▇▇▇▇ Dianon and each of its Subsidiaries (as defined in Section 8.118.11(i)) is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority authority, in the aggregate, would not reasonably be expected to have a Material Adverse Effect (as defined in Section 8.11(f)) on ▇▇▇▇-▇▇▇▇▇Dianon, and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary other than in such jurisdictions where the failure so to qualify or to be in good standing standing, in the aggregate, would not reasonably be expected to have a Material Adverse Effect on ▇▇▇▇-▇▇▇▇▇Dianon. The copies of the certificate of incorporation and by-laws bylaws of ▇▇▇▇-▇▇▇▇▇ Dianon which were -8- 13 previously furnished or made available to Oryx UroCor are true, complete and correct copies of such documents as in effect on the date of this Agreement. (ii) Exhibit 21 to ▇▇▇▇-▇▇▇▇▇'▇ Annual Report on Form 10-K for Section 3.1(a)(ii) of the year ended December 31, 1997 includes Dianon Disclosure Schedule sets forth all of the Subsidiaries of ▇▇▇▇-▇▇▇▇▇ which as of the date of this Agreement are Significant Subsidiaries (as defined in Rule 1-02 of Regulation S-X of the SEC)Dianon. All the outstanding shares of capital stock of, or other equity interests in, each such Significant Subsidiary have been validly issued and are fully paid and nonassessable non-assessable and are are, except as set forth in Section 3.1(a)(ii) of the Dianon Disclosure Schedule, owned directly or indirectly by ▇▇▇▇-▇▇▇▇▇Dianon, free and clear of all pledges, claims, liens, charges, encumbrances encumbrances, mortgages and security interests of any kind or nature whatsoever (collectively "Liens") and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests). As of the date of this Agreement, neither ▇▇▇▇-▇▇▇▇▇ nor any of its Subsidiaries directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any other Person that is or would reasonably be expected to be material to ▇▇▇▇-▇▇▇▇▇ and its Subsidiaries taken as a wholeexcept for restrictions imposed by applicable securities laws.

Organization, Standing and Power; Subsidiaries. (i) Each of ▇▇▇▇-▇▇▇▇▇ the Company and each of its Subsidiaries (as defined in Section 8.11) is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the requisite corporate (or similar) power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure failures to be so organized, existing and in good standing or to have such power and authority authority, in the aggregate, would not reasonably be expected to have a Material Adverse Effect on ▇▇▇▇-▇▇▇▇▇the Company, and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary other than in such jurisdictions where the failure failures so to qualify or to be in good standing standing, in the aggregate, would not reasonably be expected to have a Material Adverse Effect on ▇▇▇▇-▇▇▇▇▇the Company. The copies of the certificate of incorporation and by-laws bylaws of ▇▇▇▇-▇▇▇▇▇ the Company which were previously furnished or made available to Oryx Riverwood are true, complete and correct copies of such documents as in effect on the date of this Agreement. (ii) Exhibit 21 to ▇▇▇▇-▇▇▇▇▇'▇ the Company’s Annual Report on Form 10-K for the year ended December 31, 1997 2002 (“Company Exhibit 21”) includes all the Subsidiaries of ▇▇▇▇-▇▇▇▇▇ the Company which as of the date of this Agreement are Significant Subsidiaries (as defined in Rule 1-02 of Regulation S-X of the SEC). All the outstanding shares of capital stock of, or other equity interests in, each such Significant Subsidiary have been validly issued and are fully paid and nonassessable non-assessable and are are, except as set forth in Company Exhibit 21, owned directly or indirectly by ▇▇▇▇-▇▇▇▇▇the Company, free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively "Liens") Liens and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests), except for restrictions imposed by applicable securities laws. As of Except as set forth in the Company SEC Reports (as defined in Section 3.2(d)) filed prior to the date of this Agreementhereof, neither ▇▇▇▇-▇▇▇▇▇ the Company nor any of its Subsidiaries directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any corporation, partnership, joint venture or other Person business association or entity (other than Subsidiaries), that is or would reasonably be expected to be material to ▇▇▇▇-▇▇▇▇▇ the Company and its Subsidiaries taken as a whole.

Organization, Standing and Power; Subsidiaries. (i) Each of ▇▇▇▇-▇▇▇▇▇ AHP and each of its Subsidiaries (as defined in Section 8.11) is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure failures to be so organized, existing and in good standing or to have such power and authority authority, in the aggregate, would not reasonably be expected to have a Material Adverse Effect on ▇▇▇▇-▇▇▇▇▇AHP, and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary other than in such jurisdictions where the failure failures so to qualify or to be in good standing standing, in the aggregate, would not reasonably be expected to have a Material Adverse Effect on ▇▇▇▇-▇▇▇▇▇AHP. The copies of the certificate of incorporation and by-laws bylaws of ▇▇▇▇-▇▇▇▇▇ AHP which were previously furnished or made available to Oryx ▇▇▇▇▇▇- ▇▇▇▇▇▇▇ are true, complete and correct copies of such documents as in effect on the date of this Agreement. (ii) Exhibit 21 to ▇▇▇▇-▇▇▇▇▇'▇ AHP's Annual Report on Form 10-K for the year ended December 31, 1997 1998 includes all the Subsidiaries of ▇▇▇▇-▇▇▇▇▇ AHP which as of the date of this Agreement are Significant Subsidiaries (as defined in Rule 1-02 of Regulation S-X of the SEC). All the outstanding shares of capital stock of, or other equity interests in, each such Significant Subsidiary have been validly issued and are fully paid and nonassessable and are are, except as set forth in Exhibit 21, owned directly or indirectly by ▇▇▇▇-▇▇▇▇▇AHP, free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively "Liens") and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests), except for restrictions imposed by applicable securities laws. As Except as set forth in the AHP SEC Reports (as defined in Section 3.1(d)) filed prior to the date hereof, as of the date of this Agreement, neither ▇▇▇▇-▇▇▇▇▇ AHP nor any of its Subsidiaries directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any corporation, partnership, joint venture or other Person business association or entity (other than Subsidiaries), that is or would reasonably be expected to be material to ▇▇▇▇-▇▇▇▇▇ AHP and its Subsidiaries taken as a whole.

Organization, Standing and Power; Subsidiaries. (i) Each of ▇▇▇▇▇▇-▇▇▇▇▇▇▇ and each of its Subsidiaries (as defined in Section 8.11) is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure failures to be so organized, existing and in good standing or to have such power and authority authority, in the aggregate, would not reasonably be expected to have a Material Adverse Effect on ▇▇▇▇▇▇-▇▇▇▇▇▇▇, and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary other than in such jurisdictions where the failure failures so to qualify or to be in good standing in the aggregate would not reasonably be expected to have a Material Adverse Effect on ▇▇▇▇▇▇-▇▇▇▇▇▇▇. The copies of the certificate of incorporation and by-laws bylaws of ▇▇▇▇▇▇-▇▇▇▇▇▇▇ which were previously furnished or made available to Oryx Pfizer are true, complete and correct copies of such documents as in effect on the date of this Agreement. (ii) Exhibit 21 to ▇▇▇▇▇▇-▇▇▇▇▇▇▇'▇ Annual Report on Form 10-K for the year ended December 31, 1997 1998 includes all the Subsidiaries of ▇▇▇▇▇▇-▇▇▇▇▇▇▇ which as of the date of this Agreement are Significant Subsidiaries (as defined in Rule 1-02 of Regulation S-X of the SEC). All the outstanding shares of capital stock of, or other equity interests in, each such Significant Subsidiary have been validly issued and are fully paid and nonassessable non-assessable and are are, except as set forth in Exhibit 21, owned directly or indirectly by ▇▇▇▇▇▇-▇▇▇▇▇▇▇, free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively "Liens") Liens and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests), except for restrictions imposed by applicable securities laws. As of Except as set forth in the ▇▇▇▇▇▇-▇▇▇▇▇▇▇ SEC Reports (as defined in Section 3.2(d)) filed prior to the date of this Agreementhereof, neither ▇▇▇▇▇▇-▇▇▇▇▇▇▇ nor any of its Subsidiaries directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any corporation, partnership, joint venture or other Person business association or entity (other than Subsidiaries), that is or would reasonably be expected to be material to ▇▇▇▇▇▇-▇▇▇▇▇▇▇ and its Subsidiaries taken as a whole.

Organization, Standing and Power; Subsidiaries. (i) Each of ▇▇▇▇-▇▇▇▇▇ the Company and each of its Subsidiaries (as defined in Section 8.11) is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the requisite corporate (or similar) power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure failures to be so organized, existing and or in good standing or to have such power and authority authority, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on ▇▇▇▇-▇▇▇▇▇the Company, and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary other than in such jurisdictions except where the failure failures so to qualify or to be in good standing standing, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on ▇▇▇▇-▇▇▇▇▇the Company. The copies of the certificate of incorporation and by-laws bylaws of ▇▇▇▇-▇▇▇▇▇ the Company which were previously furnished or made available to Oryx Parent are true, complete and correct copies of such documents as in effect on the date of this Agreement. (ii) Exhibit 21 to ▇▇▇▇-▇▇▇▇▇'▇ the Company's Annual Report on Form 10-K for the year ended December 31, 1997 2003 includes all the Subsidiaries of ▇▇▇▇-▇▇▇▇▇ the Company which as of the date of this Agreement are thereof were Significant Subsidiaries (as defined in Rule 1-02 of Regulation S-X of the SEC). All the outstanding shares of capital stock of, or other equity interests in, each such Significant Subsidiary have been validly issued and are fully paid and nonassessable non-assessable and are are, except as set forth in Exhibit 21, owned directly or indirectly by ▇▇▇▇-▇▇▇▇▇the Company, free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively "Liens") and free of any other restriction Liens (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests). As of the date of this Agreement, neither ▇▇▇▇-▇▇▇▇▇ nor any of its Subsidiaries directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any other Person that is or would reasonably be expected to be material to ▇▇▇▇-▇▇▇▇▇ and its Subsidiaries taken as a wholeexcept for restrictions imposed by applicable laws.

Organization, Standing and Power; Subsidiaries. (i) Each of ▇▇▇▇▇▇-▇▇▇▇▇▇▇ and each of its Subsidiaries (as defined in Section 8.11) is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure failures to be so organized, existing and in good standing or to have such power and authority authority, in the aggregate, would not reasonably be expected to have a Material Adverse Effect on ▇▇▇▇▇▇-▇▇▇▇▇▇▇, and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary other than in such jurisdictions where the failure failures so to qualify or to be in good standing in the aggregate would not reasonably be expected to have a Material Adverse Effect on ▇▇▇▇▇▇-▇▇▇▇▇▇▇. The copies of the certificate of incorporation and by-laws bylaws of ▇▇▇▇▇▇-▇▇▇▇▇▇▇ which were previously furnished or made available to Oryx Pfizer are true, complete and correct copies of such documents as in effect on the date of this Agreement. . (ii) Exhibit 21 to ▇▇▇▇▇▇-▇▇▇▇▇▇▇'▇ Annual Report on Form 10-K for the year ended December 31, 1997 1998 includes all the Subsidiaries of ▇▇▇▇▇▇-▇▇▇▇▇▇▇ which as of the date of this Agreement are Significant Subsidiaries (as defined in Rule 1-02 of Regulation S-X of the SEC). All the outstanding shares of capital stock of, or other equity interests in, each such Significant Subsidiary have been validly issued and are fully paid and nonassessable non-assessable and are are, except as set forth in Exhibit 21, owned directly or indirectly by ▇▇▇▇▇▇-▇▇▇▇▇▇▇, free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively "Liens") Liens and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests), except for restrictions imposed by applicable securities laws. As of Except as set forth in the ▇▇▇▇▇▇-▇▇▇▇▇▇▇ SEC Reports (as defined in Section 3.2(d)) filed prior to the date of this Agreementhereof, neither ▇▇▇▇▇▇-▇▇▇▇▇▇▇ nor any of its Subsidiaries directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any corporation, partnership, joint venture or other Person business association or entity (other than Subsidiaries), that is or would reasonably be expected to be material to ▇▇▇▇▇▇-▇▇▇▇▇▇▇ and its Subsidiaries taken as a whole.. (b)

Organization, Standing and Power; Subsidiaries. (i) Each of ▇▇▇▇-▇▇▇▇▇ Pfizer and each of its Subsidiaries (as defined in Section 8.11) is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure failures to be so organized, existing and in good standing or to have such power and authority authority, in the aggregate, would not reasonably be expected to have a Material Adverse Effect on ▇▇▇▇-▇▇▇▇▇Pfizer, and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary other than in such jurisdictions where the failure failures so to qualify or to be in good standing standing, in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Pfizer. The copies of the certificate of incorporation and bylaws of Pfizer which were previously furnished or made available to ▇▇▇▇▇▇-▇▇▇▇▇. The copies of the certificate of incorporation and by-laws of ▇▇▇▇-▇▇▇▇▇ which were previously furnished or made available to Oryx are true, complete and correct copies of such documents as in effect on the date of this Agreement. . (ii) Exhibit 21 to ▇▇▇▇-▇▇▇▇▇'▇ Pfizer's Annual Report on Form 10-K for the year ended December 31, 1997 1998 includes all the Subsidiaries of ▇▇▇▇-▇▇▇▇▇ Pfizer which as of the date of this Agreement are Significant Subsidiaries (as defined in Rule 1-02 of Regulation S-X of the SEC). All the outstanding shares of capital stock of, or other equity interests in, each such Significant Subsidiary have been validly issued and are fully paid and nonassessable non-assessable and are are, except as set forth in Exhibit 21, owned directly or indirectly by ▇▇▇▇-▇▇▇▇▇Pfizer, free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively "Liens") and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests), except for restrictions imposed by applicable securities laws. As of Except as set forth in the Pfizer SEC Reports (as defined in Section 3.1(d)) filed prior to the date of this Agreementhereof, neither ▇▇▇▇-▇▇▇▇▇ Pfizer nor any of its Subsidiaries directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any corporation, partnership, joint venture or other Person business association or entity (other than Subsidiaries), that is or would reasonably be expected to be material to ▇▇▇▇-▇▇▇▇▇ Pfizer and its Subsidiaries taken as a whole.. (b)