REPRESENTS AND WARRANTS TO WISTAR (A) THAT THE
ISSUANCE AND DELIVERY TO WISTAR OF THE SHARES HAVE BEEN DULY AUTHORIZED BY ALL
REQUISITE CORPORATE ACTION OF COMPANY AND COMPANY HAS FULL CORPORATE POWER AND
LAWFUL AUTHORITY TO ISSUE AND DELIVER THE SHARES ON THE TERMS AND CONDITIONS
CONTEMPLATED HEREIN, AND WHEN SO ISSUED AND DELIVERED, THE SHARES SHALL BE
VALIDLY ISSUED AND OUTSTANDING, FULLY PAID AND NONASSESSABLE, WITH NO PERSONAL
LIABILITY ATTACHING TO THE OWNERSHIP THEREOF, AND NOT SUBJECT TO PREEMPTIVE OR
ANY SIMILAR RIGHTS OF THE STOCKHOLDERS OF COMPANY OR ANY LIENS OR ENCUMBRANCES
ARISING THROUGH COMPANY; AND (B) THAT (I) THE AUTHORIZED CAPITAL STOCK OF
COMPANY CONSISTS OF
5,000
SHARES OF COMMON STOCK, OF WHICH 950 ARE ISSUED AND
OUTSTANDING, (II) THERE ARE NO OUTSTANDING OPTIONS, WARRANTS, RIGHTS (INCLUDING
CONVERSION OR PREEMPTIVE RIGHTS), OR AGREEMENTS FOR THE PURCHASE OR ACQUISITIONS
FROM THE COMPANY OF ANY SHARES OF COMPANY'S CAPITAL STOCK, (III) NO OFFICER,
DIRECTOR OR STOCKHOLDER OF THE COMPANY OR MEMBER OF HIS OR HER IMMEDIATE FAMILY
ARE CURRENTLY A PARTY TO ANY CONTRACT OR ARRANGEMENT (OR HAS ANY INTEREST IN ANY
ENTITY THAT IS A PARTY TO ANY CONTRACT OR ARRANGEMENT) WITH THE COMPANY (OTHER
THAN CUSTOMARY EMPLOYMENT AND EQUITY INVESTMENT AGREEMENTS) OR IS INDEBTED TO
THE COMPANY, NOR IS THE COMPANY INDEBTED (OR COMMITTED TO MAKE LOANS OR EXTEND
OR GUARANTEE CREDIT) TO ANY OF SUCH INDIVIDUALS, AND (IV) THE COMPANY HAS NO
LIABILITY OR OBLIGATION, ABSOLUTE OR CONTINGENT (INDIVIDUALLY OR IN THE
AGGREGATE), EXCEPT OBLIGATIONS AND LIABILITIES INCURRED IN THE ORDINARY COURSE
OF BUSINESS, NONE OF WHICH, INDIVIDUALLY OR IN THE AGGREGATE, ARE MATERIAL.
5.1.3.
COMPANY AND WISTAR EACH REPRESENT AND WARRANT TO THE OTHER THAT THIS
AGREEMENT, WHEN EXECUTED AND DELIVERED BY A PARTY TO THIS AGREEMENT, SHALL BE
THE LEGAL, VALID AND BINDING OBLIGATION OF SUCH PARTY, ENFORCEABLE AGAINST SUCH
PARTY IN ACCORDANCE WITH ITS TERMS.
5.1.4.
WISTAR
REPRESENTATIONS AND WARRANTIES. WISTAR REPRESENTS AND
WARRANTS THAT, TO ITS KNOWLEDGE
(A)
IT IS THE SOLE AND EXCLUSIVE LEGAL AND
BENEFICIAL OWNER OF THE ENTIRE RIGHT, TITLE, AND INTEREST IN AND TO THE LICENSED
PATENTS, AND IS THE RECORD OWNER OF ALL PATENT APPLICATIONS AND ISSUED PATENTS
THAT ARE LICENSED PATENTS; (B) IT HAS NOT GRANTED ANY LICENSES OR OTHER
CONTINGENT OR NON-CONTINGENT RIGHT, TITLE, OR INTEREST UNDER OR RELATING TO
LICENSED PATENTS, AND IS NOT UNDER ANY OBLIGATION, THAT CONFLICTS WITH THIS
AGREEMENT, INCLUDING ANY OF ITS
REPRESENTATIONS, WARRANTIES, OR OBLIGATIONS, OR
COMPANY'S RIGHTS OR LICENSES HEREUNDER;
(C) THERE ARE NO ENCUMBRANCES, LIENS,
OR SECURITY INTERESTS INVOLVING ANY LICENSED PATENT;
20
(d)
there is no settled, pending, or threatened litigation alleging the
unpatentability, invalidity, misuse, unregisterability, unenforceability, or
noninfringement of, or error in any Licensed Patent challenging Wistar's
ownership of, or right to practice or license, any Licensed Patent, or alleging
any adverse right, title, or interest with respect thereto; and (e)it
has no
knowledge of any factual, legal, or other reasonable basis for any litigation
described
in this Section and has not