THE ACTUAL KNOWLEDGE OF THE
SHAREHOLDERS THERE HAS BEEN NO BREACH, NOR ANY EVENT THAT WITH THE PASSAGE OF
TIME OR GIVING OF NOTICE WOULD CONSTITUTE A BREACH OF ANY OF SUCH AGREEMENTS.
(Q)
LITIGATION.
EXCEPT AS SET FORTH ON
SCHEDULE 6(Q), SANSROSA HAS NOT RECEIVED WRITTEN NOTICE OF ANY LITIGATIONS OR
OTHER JUDICIAL, ARBITRAL, ADMINISTRATIVE OR OTHER PROCEEDINGS TO WHICH SANSROSA
IS A PARTY OR TO WHICH SANSROSA OR ANY OF ITS PROPERTIES OR RIGHTS IS SUBJECT OR
WHICH, TO THE ACTUAL KNOWLEDGE OF SHAREHOLDERS OR SANSROSA ARE THREATENED IN
WRITING AGAINST SANSROSA.
THERE ARE NO LITIGATIONS OR OTHER JUDICIAL, ARBITRAL,
ADMINISTRATIVE OR OTHER PROCEEDINGS ACTUALLY KNOWN TO THE SHAREHOLDERS TO WHICH
ANY SHAREHOLDER, EITHER IN HIS OWN RIGHT OR AS A DIRECTOR OR OFFICER OF
SANSROSA, IS A PARTY AND WHICH WOULD HAVE A MATERIAL ADVERSE EFFECT ON THE
BUSINESS OF SANSROSA.
TO THE ACTUAL KNOWLEDGE OF SHAREHOLDERS OR SANSROSA NO
SUCH LITIGATION OR OTHER PROCEEDING IS THREATENED IN WRITING.
SHAREHOLDERS HAVE
NO ACTUAL KNOWLEDGE OF ANY VALID BASIS FOR ANY ACTION, PROCEEDING OR
INVESTIGATION BY OR BEFORE, OR ANY INVESTIGATION BY, ANY GOVERNMENTAL OR OTHER
AGENCY WHICH COULD, IF ADVERSELY DECIDED, HAVE A MATERIAL ADVERSE EFFECT ON THE
BUSINESS, OPERATIONS, FINANCIAL CONDITIONS, PROPERTIES, ASSETS, LIABILITIES OR
PROPERTY OF SANSROSA.
SANSROSA IS NOT SUBJECT TO ANY JUDGEMENT, ORDER OR DECREE
ENTERED IN ANY LAWSUIT OR PROCEEDING THAT COULD UPON ENFORCEMENT HAVE AN ADVERSE
EFFECT ON ITS ABILITY TO CONDUCT ITS BUSINESS.
(R)
PRODUCTS.
THERE ARE NO PRODUCTS OF
SANSROSA IN CIRCULATION.
(S)
REGULATORY AND CLINICAL COMPLIANCE.
THERE
IS NO CLINICAL DATA ASSEMBLED BY SANSROSA THAT IS INTENDED TO SUPPORT AN
EVENTUAL APPLICATION TO THE FDA IN SUPPORT OF A NEW INDICATION [**].
SANSROSA
HAS NOT FILED ANY IND OR SIMILAR APPLICATIONS, NOR HAD ANY COMMUNICATIONS WITH
THE FDA OR SIMILAR REGULATORY AGENCY,
(T)
EMPLOYEES.
THERE ARE NO EMPLOYEES OF
SANSROSA.
THERE IS NO LABOR OR EMPLOYMENT DISPUTE, GRIEVANCE, OR OTHER
CONTROVERSY PENDING OR THREATENED AGAINST SANSROSA ARISING OUT OF ANY PREVIOUS
EMPLOYMENT RELATIONSHIP, OR ALLEGED EMPLOYMENT RELATIONSHIP BETWEEN SANSROSA AND
ANY THIRD PARTY.
THERE ARE NO
18
PENSION OR BENEFIT PLANS TO WHICH SANSROSA IS A PARTY, OR IN RESPECT OF WHICH
SANSROSA MAY HAVE ANY ONGOING OR FUTURE LIABILITY OR OBLIGATION.
(U)
INSURANCE.
SCHEDULE 6(U) IS AN ACCURATE AND
COMPLETE LIST OF INSURANCE POLICIES WHICH SANSROSA MAINTAINS WITH RESPECT TO ITS
BUSINESS, INCLUDING ANY ONGOING CLINICAL TRIALS, AND A DESCRIPTION OF THE AMOUNT
OF COVERAGE AND TYPES OF RISKS COVERED BY EACH SUCH POLICY.
SUCH POLICIES ARE
IN THE NAME OF SANSROSA OR NAME SANSROSA AS AN ADDITIONAL INSURED AND A
BENEFICIARY, AND ARE IN FULL FORCE AND EFFECT.
SUCH POLICIES, WITH RESPECT TO
THEIR TYPES AND AMOUNTS OF COVERAGE, ARE ADEQUATE TO INSURE AGAINST THE RISKS TO
WHICH SANSROSA AND ITS PROPERTY AND ASSETS ARE NORMALLY EXPOSED.
ALL
INFORMATION PROVIDED TO INSURERS IN ORDER TO INDUCE THEM TO ISSUE SUCH POLICIES
WAS AND REMAINS TRUE, COMPLETE AND CORRECT IN ALL MATERIAL RESPECTS.
(V)
TAXES.
SANSROSA