EXPIRATION DATE OF THE ISSUED PATENTS.
(D)
THE ISSUED PATENT RIGHTS ARE VALID AND
ENFORCEABLE, AND TO THE KNOWLEDGE OF AVANT, THE OTHER INTELLECTUAL PROPERTY IS
VALID, ENFORCEABLE AND SUBSISTING.
TO THE KNOWLEDGE OF AVANT AND EXCEPT AS SET
FORTH ON SCHEDULE 3.12(D), THERE HAS BEEN NO ACT OR FAILURE TO ACT BY GAMBLE,
THE VIRUS RESEARCH INSTITUTE, INC., OR BY AVANT OR ANY OF THEIR RESPECTIVE
DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS OR AGENTS DURING THE PROSECUTION OR
REGISTRATION OF, OR ANY OTHER PROCEEDING RELATING TO, ANY OF THE INTELLECTUAL
PROPERTY OR ANY OTHER FACT THAT COULD RENDER INVALID OR UNENFORCEABLE, OR NEGATE
THE RIGHT TO ISSUANCE OF ANY OF THE PATENT RIGHTS.
(E)
THE PATENTS AND PATENT APPLICATIONS SET FORTH ON
SCHEDULE 3.12(C) GENERICALLY OR SPECIFICALLY CLAIM AT LEAST ONE VERSION OF THE
"VACCINE" AS DEFINED IN THE GSK LICENSE
15
AGREEMENT.
UPON THE SALES OF ROTARIX®, ROYALTIES ARE DUE AND OWING TO AVANT
UNDER THE TERMS OF THE GSK LICENSE AGREEMENT.
AVANT REPRESENTS AND WARRANTS TO
PRF THE ACCURACY OF THE LAST SENTENCE OF SECTION 3.03 OF THE GSK LICENSE
AGREEMENT.
(F)
SCHEDULE 3.12(F) IS AN ACCURATE AND COMPLETE
LIST OF ALL AGREEMENTS, INCLUDING ANY AND ALL LICENSE AGREEMENTS TO WHICH AVANT
IS A PARTY, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, INCLUDING LICENSES,
OPTIONS, FRANCHISE, DISTRIBUTION, MARKETING AND MANUFACTURING AGREEMENTS,
SPONSORSHIPS, AGREEMENTS NOT TO ENFORCE, CONSENTS, SETTLEMENTS, ASSIGNMENTS,
SECURITY INTERESTS, LIENS AND OTHER ENCUMBRANCES OR MORTGAGES, AND ANY
AMENDMENT(S), RENEWAL(S), NOVATION(S) AND TERMINATION(S) PERTAINING THERETO,
PURSUANT TO WHICH AVANT OR ANY CONTRACT PARTY THERETO EXPLOIT ANY OF THE
INTELLECTUAL PROPERTY LISTED ON SCHEDULE 3.12(C).
TO THE KNOWLEDGE OF AVANT,
EACH AGREEMENT SPECIFIED ON SCHEDULE 3.12(F) (OTHER THAN THE LICENSE AGREEMENTS
WHICH ARE ADDRESSED IN SECTION 3.16) CONSTITUTES A VALID AND BINDING OBLIGATION,
ENFORCEABLE IN ACCORDANCE WITH ITS TERMS, SUBJECT, AS TO ENFORCEMENT OF
REMEDIES, TO BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM OR SIMILAR LAWS
AFFECTING CREDITORS' RIGHTS GENERALLY, THE UCC, OR GENERAL EQUITABLE
PRINCIPLES.
AVANT IS NOT IN BREACH OF SUCH AGREEMENTS AND, TO THE KNOWLEDGE OF
AVANT, NO CIRCUMSTANCES OR GROUNDS EXIST THAT WOULD GIVE RISE TO A CLAIM OF
BREACH OR RIGHT OF RESCISSION, TERMINATION, REVISION, OR AMENDMENT OF ANY OF THE
AGREEMENTS SPECIFIED ON SCHEDULE 3.12(F) (OTHER THAN THE LICENSE AGREEMENTS
WHICH ARE ADDRESSED IN SECTION 3.16), EXCEPT FOR THE SIGNING OF THIS AGREEMENT.
(G)
THERE ARE NO UNPAID MAINTENANCE OR RENEWAL FEES
PAYABLE BY GAMBLE TO ANY THIRD PARTY THAT ARE CURRENTLY OVERDUE FOR ANY OF THE
PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY.
TO THE KNOWLEDGE OF AVANT AND
EXCEPT AS DISCLOSED ON SCHEDULE 3.12(G)(I), NO APPLICATIONS OR REGISTRATIONS
THEREFOR HAVE LAPSED OR BEEN ABANDONED, CANCELLED OR EXPIRED.
TO THE KNOWLEDGE
OF AVANT AND EXCEPT AS DISCLOSED ON SCHEDULE 3.12(G)(II), EACH INDIVIDUAL
ASSOCIATED WITH THE FILING AND PROSECUTION OF THE PATENT RIGHTS, INCLUDING THE
NAMED INVENTORS OF THE PATENT RIGHTS, HAS COMPLIED IN ALL MATERIAL RESPECTS WITH
ALL APPLICABLE DUTIES OF CANDOR AND GOOD FAITH IN DEALING WITH ANY PATENT
OFFICE, INCLUDING ANY DUTY TO