ANY AND
ALL OBLIGATIONS TO THE OTHER PARTY THAT ARE SET FORTH IN THIS AGREEMENT,
FINANCIAL OR OTHERWISE, EXCEPT THE SURVIVAL OF COVENANTS OBLIGATIONS.
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(C)
MEDAREX ACKNOWLEDGES AND AGREES THAT IT IS NOT ACQUIRING ANY
RIGHTS, TITLE OR INTEREST IN, TO OR UNDER, AND THE ACQUIRED ASSETS SHALL NOT
INCLUDE, ANY OF THE FOLLOWING ASSET(S) (THE "EXCLUDED ASSETS"):
(I)
ANY AND ALL CASH AND CASH EQUIVALENTS OF VALENTIS OR ANY OF ITS
AFFILIATES;
(II)
ANY AND ALL OTHER MANUFACTURING EQUIPMENT AND PACKAGING ASSETS
OWNED OR LEASED BY VALENTIS OR ANY OF ITS AFFILIATES THAT RELATE TO THE ACQUIRED
ASSETS;
(III)
ANY AND ALL VALENTIS NAMES AND ANY AND ALL LOGOS, VARIATIONS OR
DERIVATIVES THEREOF EXCEPT FOR THE TRADENAMES EXPRESSLY INCLUDED IN EXHIBIT A AS
PART OF THE ACQUIRED ASSETS;
(IV)
ANY AND ALL REFUNDS OR CREDITS OF TAXES NOT ATTRIBUTABLE TO THE
ACQUIRED ASSETS;
(V)
ANY AND ALL RETAINED INFORMATION, EXCEPT AS EXPRESSLY PROVIDED IN
SECTION 1.02 (B);
(VI)
ANY AND ALL OTHER INTELLECTUAL PROPERTY OR INTELLECTUAL PROPERTY
RIGHTS THAT (A) DO NOT PERTAIN TO THE ACQUIRED ASSETS; AND (2) ARE NOT PART OF
THE LIST OF PATENTS IN EXHIBIT A (COLLECTIVELY, "EXCLUDED IP");AND
(VII)
ANY AND ALL RIGHTS, CLAIMS AND CREDITS OF VALENTIS OR ANY OF ITS
AFFILIATES ARISING UNDER INSURANCE POLICIES AND ALL GUARANTEES, WARRANTIES,
INDEMNITIES AND SIMILAR RIGHTS IN FAVOR OF VALENTIS OR ANY OF ITS AFFILIATES
RELATING TO ANY EXCLUDED ASSET.
(D)
MEDAREX SHALL ACQUIRE THE ACQUIRED ASSETS FREE AND CLEAR OF ALL
LIENS AND LIABILITIES.
SECTION 1.03 NO ASSUMED LIABILITIES, MEDAREX ASSUMED OBLIGATIONS AND EXCLUDED
LIABILITIES
(A)
MEDAREX AGREES, EFFECTIVE AS OF THE CLOSING DATE, TO ASSUME THOSE
LIABILITIES OF VALENTIS EXPRESSLY LISTED IN THIS SECTION 1.03 (A) (COLLECTIVELY,
THE "ASSUMED LIABILITIES" AND AS DEFINED IN SECTION 7.02 OF THIS AGREEMENT):
NO
ASSUMED LIABILITIES.
(I) MEDAREX SHALL ASSUME, EFFECTIVE AS OF THE CLOSING DATE, AND FROM AND AFTER
THE CLOSING DATE, ONLY THOSE CONTRACTS, AGREEMENTS, COVENANTS AND/OR OBLIGATIONS
THAT PERTAIN TO THE ACQUIRED ASSETS AND THAT ARE LISTED IN THE EXHIBITS TO THIS
AGREEMENT ("MEDAREX ASSUMED OBLIGATIONS"). THE FOREGOING SHALL NOT IN ANYWAY
LIMIT OR BE CONSTRUED TO LIMIT MEDAREX'S INDEMNITY OBLIGATIONS AS SET FORTH IN
SECTION 4.02(C)
(b)
Except as expressly set forth in Section 1.03 (a) above, Medarex
shall not assume or become obligated in any way to pay any Liabilities, debts or
obligations of Valentis whatsoever, including but not limited to any liabilities
or obligations, including taxes and other
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charges, now or hereafter arising from Valentis' business activities that took
place prior to the Closing Date.
All Liabilities, debts and obligations of
Valentis not expressly assumed by Medarex under this Agreement are "Excluded
Liabilities"; Excluded Liabilities include, but are not limited to:
(i)
any Liens and encumbrances to which the Acquired
Assets are subject, or would have been subject to,
prior to and/or on the
Closing Date;
(ii)
any liability or obligation relating to Taxes of
Valentis, including any interest or penalties related thereto;
(iv)
any warranty or