SAME, EXCEPT FOR LIABILITIES ARISING OR RESULTING FROM ACTS OR
OMISSIONS BY PALIGENT) BY INDEVUS, IN EACH CASE AS OF THE EFFECTIVE DATE
HEREUNDER;
(B)
FROM AND AFTER THE EFFECTIVE DATE, PALIGENT
SHALL HOLD AND DECLARE THAT THEY HOLD ANY AND ALL SUCH THIRD PARTY AGREEMENT FOR
THE BENEFIT OF INDEVUS;
(C)
AT THE REQUEST OF INDEVUS, PALIGENT SHALL
USE COMMERCIALLY REASONABLE EFFORTS TO OBTAIN AND SECURE ANY AND ALL CONSENTS
AND APPROVALS THAT MAY BE NECESSARY TO EFFECT THE VALID TRANSFER, CONVEYANCE OR
ASSIGNMENT OF THE SAME TO INDEVUS WITHOUT ADVERSELY CHANGING ANY OF THE MATERIAL
TERMS OR CONDITIONS THEREOF (INCLUDING, WITHOUT LIMITATION, THE FORMAL
ASSIGNMENT OR NOVATION OF ANY OF THE SAME, IF SO REQUIRED), DESIGNED TO PROVIDE
TO INDEVUS THE BENEFITS OF SUCH THIRD PARTY AGREEMENT THAT IT WOULD HAVE
OBTAINED HAD THE THIRD PARTY AGREEMENT BEEN DEEMED ASSIGNED TO INDEVUS UNDER
THIS AGREEMENT AND, ONCE APPROVAL OR CONSENT FOR THE ASSIGNMENT OF ANY SUCH
THIRD PARTY AGREEMENT IS OBTAINED, PALIGENT SHALL ASSIGN SUCH THIRD PARTY
AGREEMENT TO INDEVUS AT NO ADDITIONAL COST TO INDEVUS; AND
(D)
PALIGENT SHALL COOPERATE WITH INDEVUS IN ANY
OTHER REASONABLE ARRANGEMENT DESIGNED TO PROVIDE FOR INDEVUS THE BENEFITS OF AND
TO SUCH ASSIGNED ASSETS.
ARTICLE III
REPRESENTATION AND WARRANTIES
3.1.
PALIGENT REPRESENTATIONS AND WARRANTIES.
PALIGENT REPRESENTS AND WARRANTS TO INDEVUS THAT AS OF THE EFFECTIVE DATE:
(A)
THIS AGREEMENT HAS BEEN DULY EXECUTED AND
DELIVERED BY PALIGENT AND CONSTITUTES LEGAL, VALID, AND BINDING OBLIGATIONS
ENFORCEABLE AGAINST PALIGENT IN ACCORDANCE
5
with its terms, except as enforceability is limited by (i) any applicable
bankruptcy, insolvency, reorganization, moratorium or similar law affecting
creditor's rights generally, or (ii) general principles of equity, whether
considered in a proceeding in equity or at law;
(B)
NO APPROVAL, AUTHORIZATION, CONSENT, OR
OTHER ORDER OR ACTION OF OR FILING WITH ANY COURT, ADMINISTRATIVE AGENCY OR
OTHER GOVERNMENTAL AUTHORITY IS REQUIRED FOR THE EXECUTION AND DELIVERY BY
PALIGENT OF THIS AGREEMENT OR THE CONSUMMATION BY PALIGENT OF THE TRANSACTIONS
CONTEMPLATED HEREBY; THE EXECUTION, DELIVERY, AND PERFORMANCE BY PALIGENT OF
THIS AGREEMENT AND EACH SUCH AGREEMENT, DOCUMENT AND INSTRUMENT CONTEMPLATED BY
THIS AGREEMENT TO WHICH PALIGENT IS A PARTY (I) DO NOT VIOLATE ANY PROVISION OF
THE CERTIFICATE OR ARTICLES OF INCORPORATION OR OTHER SIMILAR GOVERNING
INSTRUMENTS OR BY-LAWS OF PALIGENT; AND (II) DO NOT AND WILL NOT RESULT IN A
BREACH OF, CONSTITUTE A DEFAULT UNDER ANY MATERIAL AGREEMENT, ORDER, WRIT,
JUDGMENT, OR AWARD TO WHICH PALIGENT IS A PARTY OR BY WHICH ANY PROPERTY OF
PALIGENT IS BOUND OR AFFECTED;
(C)
PALIGENT HAS THE FULL CORPORATE POWER AND
AUTHORITY TO ENTER INTO AND DELIVER THIS AGREEMENT, TO GRANT THE ASSIGNMENT AND
TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY; ALL CORPORATE ACTS AND OTHER
PROCEEDINGS REQUIRED TO BE TAKEN TO AUTHORIZE SUCH EXECUTION, DELIVERY, AND
CONSUMMATION HAVE BEEN DULY AND PROPERLY TAKEN AND OBTAINED;
(D)
SCHEDULE 1.10 IS A COMPLETE AND ACCURATE
LIST OF ALL PATENTS AND PATENT APPLICATIONS IN THE TERRITORY RELATING TO
COMPOUND OR PRODUCT OWNED OR