PROPERLY AND CORRECTLY AND ALL APPLICABLE FEES HAVE BEEN PAID ON OR
BEFORE THE DUE DATE FOR PAYMENT; AND
13.6.4
THIRD PARTY ACTIONS.
TO THE BEST OF ISIS' KNOWLEDGE, NO ACTIONS,
SUITS, CLAIMS, DISPUTES, OR PROCEEDINGS CONCERNING THE ALICAFORSEN PATENTS OR
THE ICAM-1 SPECIFIC PATENTS LICENSED HEREUNDER OR THE ALICAFORSEN PRODUCT ARE
CURRENTLY PENDING OR ARE THREATENED IN WRITING, THAT IF DETERMINED ADVERSELY TO
ISIS WOULD HAVE A MATERIAL ADVERSE EFFECT ON THE ALICAFORSEN PRODUCT OR WOULD
IMPAIR ISIS' ABILITY TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT.
13.6.5
ALICAFORSEN.
AS OF THE EFFECTIVE DATE, ISIS DOES NOT CONTROL ANY
PATENTS OTHER THAN THE ALICAFORSEN PATENTS AND THE ICAM-1 SPECIFIC PATENTS THAT
WOULD BE NECESSARY TO DEVELOP OR COMMERCIALIZE ALICAFORSEN PRODUCTS OR TO
MANUFACTURE ALICAFORSEN PRODUCT OR ALICAFORSEN API OTHER THAN THE PATENTS WITHIN
EXCLUDED ISIS IP AND, TO THE BEST OF ISIS' KNOWLEDGE, ISIS DOES NOT CONTROL ANY
KNOW-HOW THAT WOULD BE NECESSARY TO DEVELOP OR COMMERCIALIZE ALICAFORSEN
PRODUCTS OTHER THAN THE ISIS DATA AND KNOW-HOW TRANSFERRED TO ATLANTIC UNDER
SECTION 2.2.1.
SECTION 13.7
ENABLED CMOS. ISIS HEREBY REPRESENTS AND WARRANTS, AS OF
THE RESTATEMENT DATE, THAT EACH OF AVECIA BIOTECHNOLOGY, INC., AGILENT
TECHNOLOGIES, INC., AND GIRINDUS AMERICA INC. IS AN ENABLED CMO.
SECTION 13.8
ATLANTIC REPRESENTATIONS, WARRANTIES, AND COVENANTS.
ATLANTIC HEREBY REPRESENTS, WARRANTS AND COVENANTS TO ISIS THAT:
13.8.1
CAPABILITIES.
AS OF THE EFFECTIVE DATE, ATLANTIC HAS THE REQUISITE
PERSONNEL, EXPERTISE, EXPERIENCE AND SKILL TO PERFORM ITS OBLIGATIONS UNDER THIS
AGREEMENT; ATLANTIC'S SALES REPRESENTATIVES WILL PERFORM IN A PROFESSIONAL,
TIMELY, COMPETENT AND EFFICIENT MANNER; AND ATLANTIC, ITS AFFILIATES, AND ITS
SUBLICENSEES WILL AT ALL TIMES COMPLY WITH ALL APPLICABLE LAWS.
21
13.8.2
SUBLICENSES.
AS OF THE RESTATEMENT DATE, ATLANTIC HAS NOT
GRANTED ANY SUBLICENSES (INCLUDING SUBLICENSES) UNDER THE ORIGINAL AGREEMENT,
EXCEPT THAT CERTAIN DEVELOPMENT AND LICENSE AGREEMENT WITH SIGMA PHARMACEUTICALS
(FORMERLY ORPHAN AUSTRALIA PTY. LTD.) EXECUTED ON OR ABOUT DECEMBER 6, 2007,
WHICH IS IN FULL COMPLIANCE WITH, AND REMAINS SUBJECT TO, THE TERMS AND
CONDITIONS OF THIS AGREEMENT.
13.8.3
PAYMENT OBLIGATIONS.
AS OF THE RESTATEMENT DATE, NO PAYMENT
OBLIGATIONS HAVE ACCRUED UNDER THE ORIGINAL AGREEMENT THAT HAVE NOT BEEN PAID BY
ATLANTIC TO ISIS.
SECTION 13.9
DISCLAIMER OF WARRANTY.
EXCEPT FOR THE EXPRESS WARRANTIES
SET FORTH IN THIS ARTICLE 13, ATLANTIC AND ISIS MAKE NO REPRESENTATIONS AND
GRANT NO WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW,
BY STATUTE OR OTHERWISE, AND ATLANTIC AND ISIS EACH SPECIFICALLY DISCLAIM ANY
OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY
WARRANTY OF QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE
OR ANY WARRANTY AS TO THE VALIDITY OF ANY PATENTS OR THE NON-INFRINGEMENT OF ANY
INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES.
ARTICLE 14 -
MISCELLANEOUS
SECTION 14.1
ASSIGNMENT.
WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER
PARTY HERETO, NEITHER PARTY WILL SELL, TRANSFER, ASSIGN, DELEGATE, PLEDGE OR
OTHERWISE DISPOSE OF, WHETHER VOLUNTARILY, INVOLUNTARILY, BY OPERATION OF LAW OR
OTHERWISE, THIS AGREEMENT OR ANY OF ITS RIGHTS OR DUTIES HEREUNDER; PROVIDED,