CONTROLLED BY PALIGENT; TO PALIGENT'S KNOWLEDGE,
THE ISSUED PATENTS INCLUDED IN THE PALIGENT PATENT ASSETS ARE VALID AND
ENFORCEABLE OVER ANY REFERENCES OR PRIOR ART; PALIGENT IS THE SOLE AND EXCLUSIVE
OWNER OF THE PALIGENT INTELLECTUAL PROPERTY, ALL OF WHICH ARE FREE AND CLEAR OF
ANY LIENS, CHARGES AND ENCUMBRANCES, AND, TO PALIGENT'S KNOWLEDGE, NO OTHER
PERSON, CORPORATE OR OTHER PRIVATE ENTITY, OR GOVERNMENTAL OR UNIVERSITY ENTITY
OR SUBDIVISION THEREOF HAS ANY CLAIM OF OWNERSHIP OR RIGHTS THEREIN, WHATSOEVER
(OTHER THAN, PRIOR TO THE EFFECTIVE DATE, PURSUANT TO THE LICENSE AGREEMENT);
PALIGENT HAS NOT PREVIOUSLY ASSIGNED, TRANSFERRED, CONVEYED, LICENSED OR
OTHERWISE ENCUMBERED ITS RIGHT, TITLE AND INTEREST IN OR TO ANY OF THE PALIGENT
INTELLECTUAL PROPERTY OR THE THIRD PARTY AGREEMENTS OR ENTERED INTO ANY
AGREEMENT WITH ANY THIRD PARTY WHICH IS IN CONFLICT WITH THE RIGHTS GRANTED TO
INDEVUS PURSUANT TO THIS AGREEMENT;
(E)
PALIGENT HAS TRANSFERRED TO INDEVUS THE
FILES FOR THE PALIGENT PATENT ASSETS AS WELL AS ALL INFORMATION RECEIVED BY
PALIGENT AS OF THE EFFECTIVE DATE RELATING TO THE PALIGENT PATENT ASSETS AS WELL
AS ALL INFORMATION RECEIVED BY PALIGENT CONCERNING THE INSTITUTION OR POSSIBLE
INSTITUTION OF ANY INTERFERENCE, OPPOSITION, REEXAMINATION, REISSUE, REVOCATION,
NULLIFICATION, OR ANY OFFICIAL PROCEEDING INVOLVING A PALIGENT PATENT ASSET, AND
WILL CONTINUE TO MAKE ALL SUCH DISCLOSURES TO INDEVUS REGARDING ANY NEW
SIGNIFICANT EVENT OF WHICH PALIGENT BECOMES AWARE RELATING TO THE PALIGENT
PATENT ASSETS;
(F)
THERE ARE NO CLAIMS, JUDGMENTS OR
SETTLEMENTS AGAINST OR OWED BY PALIGENT RELATING TO THE PALIGENT PATENT ASSETS
OR THE TRADEMARKS OR PENDING OR, TO THE BEST OF PALIGENT'S KNOWLEDGE, THREATENED
CLAIMS OR LITIGATION AGAINST PALIGENT RELATING TO THE PALIGENT PATENT ASSETS OR
THE TRADEMARKS;
6
(G)
PALIGENT HAS DISCLOSED TO INDEVUS ALL
RELEVANT INFORMATION KNOWN BY IT REGARDING THE PALIGENT INTELLECTUAL PROPERTY
REASONABLY RELATED TO THE DEVELOPMENT AND COMMERCIALIZATION OF PRODUCT.;
(H)
PRIOR TO AND AS OF THE EFFECTIVE DATE, NO
REGULATORY FILINGS RELATING TO REGULATORY REVIEW OR APPROVAL OF COMPOUND OR
PRODUCT HAVE BEEN FILED BY PALIGENT OR ANY PALIGENT AFFILIATE WITH ANY
GOVERNMENT AUTHORITY IN ANY PART OF THE WORLD FOR ANY PRODUCT RELATING TO
COMPOUND OR PRODUCT, EXCEPT FOR IND NUMBER 56,962, WHICH HAS BEEN TRANSFERRED TO
INDEVUS;
(I)
EXCEPT FOR ANY ROYALTY PAYMENTS THAT MAY
BE OWED PURSUANT TO THE THIRD PARTY AGREEMENTS LISTED ON SCHEDULE 1.16, NO
ROYALTY PAYMENTS ARE OWED BY PALIGENT TO ANY THIRD PARTY WITH RESPECT TO THE
COMPOUND OR PRODUCT; PALIGENT HAS FURNISHED INDEVUS WITH A TRUE AND COMPLETE
COPY OF THE THIRD PARTY AGREEMENTS, EACH OF WHICH, TO PALIGENT'S KNOWLEDGE, IS
IN FULL FORCE AND EFFECT IN ACCORDANCE WITH ITS TERMS AND PALIGENT IS NOT IN
DEFAULT OR BREACH OF ANY OF THE THIRD PARTY AGREEMENTS, NOR HAS IT RECEIVED ANY
NOTICE OF ANY DEFAULTS, BREACHES OR VIOLATION THEREUNDER; AND, TO PALIGENT'S
KNOWLEDGE, NO OTHER PARTY TO THE THIRD PARTY AGREEMENTS IS IN DEFAULT OR BREACH
OF SUCH AGREEMENT; AND
3.2.
INDEVUS REPRESENTATIONS, WARRANTIES.
INDEVUS
REPRESENTS AND WARRANTS TO PALIGENT THAT AS OF THE