REQUIREMENT OF APPLICABLE LAW OR ANY PROVISION OF THE CERTIFICATE OF
INCORPORATION, BYLAWS OR ANY SIMILAR INSTRUMENT OF SUCH PARTY, AS APPLICABLE
(II) DO NOT AND WILL NOT REQUIRE ANY NOTICE, CONFLICT WITH, VIOLATE, OR BREACH
OR CONSTITUTE A DEFAULT OR REQUIRE ANY CONSENT OR GIVE RISE TO ANY TERMINATION
OR ACCELERATION RIGHT OR THE CREATION OF ANY ENCUMBRANCE ON THE SHARES, THE
ADDITIONAL SHARES OR THE REMAINING SHARES OR ANY OF THE PROPERTIES OR ASSETS OF
IBIS UNDER, ANY CONTRACTUAL OBLIGATION BY WHICH SUCH PARTY IS BOUND OR SUBJECT
TO AND (III) DO NOT AND WILL NOT CAUSE THE SUSPENSION, REVOCATION, IMPAIRMENT,
FORFEITURE OR NONRENEWAL OF ANY LICENSE APPLICABLE TO IBIS, THE BUSINESS OR ANY
OF IBIS' OPERATIONS, ASSETS OR PROPERTIES.
(E)
DUE ORGANIZATION; QUALIFICATION. EACH OF IBIS AND ISIS IS A CORPORATION
DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE
STATE OF DELAWARE, WITH FULL CORPORATE POWER AND AUTHORITY TO ENTER INTO EACH OF
THE TRANSACTION DOCUMENTS. EXCEPT AS WOULD NOT REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT, IBIS HAS OBTAINED AND CURRENTLY MAINTAINS ALL
QUALIFICATIONS TO DO BUSINESS AS A FOREIGN CORPORATION IN ALL JURISDICTIONS IN
WHICH THE CHARACTER OF THE BUSINESS REQUIRES IT TO BE SO QUALIFIED. IBIS HAS ALL
REQUISITE POWER AND AUTHORITY AND ALL AUTHORIZATIONS AND LICENSES NECESSARY TO
OWN, OPERATE OR CONDUCT THE BUSINESS.
20
(F)
SUBSIDIARIES. IBIS DOES NOT OWN OR CONTROL ANY CAPITAL STOCK OR OTHER
INTEREST OF ANY PERSON. IBIS IS NOT A PARTICIPANT IN ANY JOINT VENTURE,
PARTNERSHIP, LIMITED LIABILITY COMPANY OR SIMILAR ARRANGEMENT. SINCE ITS
INCEPTION IBIS HAS NOT MERGED WITH, ACQUIRED ALL OR SUBSTANTIALLY ALL OF THE
ASSETS OF (EXCEPT PURSUANT TO THE CONTRIBUTION AGREEMENT) OR ACQUIRED THE
CAPITAL STOCK OF OR ANY INTEREST IN ANY PERSON. IBIS DOES NOT HOLD THE RIGHT TO
ACQUIRE ANY CAPITAL STOCK OR INTEREST IN ANY OTHER PERSON OR HAVE ANY OBLIGATION
TO MAKE ANY INVESTMENT IN ANY PERSON AND NO SUCH RIGHTS, CAPITAL STOCK OR
INTERESTS ARE NECESSARY FOR THE OPERATION OF THE BUSINESS. ISIS DOES NOT CONTROL
OR POSSESS THE POWER, DIRECTLY OR INDIRECTLY TO CONTROL THE MANAGEMENT, ACTIONS
OR POLICIES OF REGULUS THERAPEUTICS, LLC.
(G)
CAPITALIZATION; VOTING RIGHTS.
(I)
THE AUTHORIZED CAPITAL STOCK OF IBIS CONSISTS OF 1,228,501 SHARES
OF COMMON STOCK, PAR VALUE $0.001 PER SHARE, 1,228,501 SHARES OF WHICH ARE
ISSUED AND OUTSTANDING, 1,000,000 OF WHICH ARE HELD BY ISIS AND 228,501 SHARES
OF WHICH ARE HELD BY AMI.
(II)
THE ISSUED AND OUTSTANDING CAPITAL STOCK OF IBIS AS OF THE
CLOSING WILL CONSIST EXCLUSIVELY OF THE SHARES, THE ADDITIONAL SHARES AND THE
REMAINING SHARES. EXCEPT AS SET FORTH IN THE INVESTOR RIGHTS AGREEMENT, IBIS
DOES NOT HAVE ANY OBLIGATIONS TO ISSUE OR REDEEM ANY SHARES OF CAPITAL STOCK AND
IBIS HAS NOT ISSUED ANY CAPITAL STOCK OTHER THAN THE SHARES, THE ADDITIONAL
SHARES AND THE REMAINING SHARES. NO CAPITAL STOCK ISSUED BY IBIS IS LISTED ON
ANY STOCK EXCHANGE OR UNREGULATED MARKET. OTHER THAN THE TRANSACTION DOCUMENTS,