AUTHORITIES IN CONNECTION THEREWITH.
TO
EXACT'S KNOWLEDGE, EXACT AND ALL INDIVIDUALS TO WHOM THE DUTY OF CANDOR AND GOOD
FAITH APPLIES WITH RESPECT TO THE TRANSFERRED TECHNOLOGY HAVE COMPLIED WITH SUCH
DUTY, INCLUDING THE DUTY TO DISCLOSE TO THE UNITED STATES PATENT AND TRADEMARK
OFFICE ALL INFORMATION BELIEVED TO BE MATERIAL TO THE PATENTABILITY OF THE
PATENT RIGHTS INCLUDED IN THE TRANSFERRED TECHNOLOGY.
EXCEPT AS DISCLOSED ON
SCHEDULE 6.8(E)(II), EXACT IS NOT AWARE OF ANY COLORABLE GROUNDS FOR
INVALIDATING ANY ISSUED PATENT RIGHT WITHIN THE TRANSFERRED TECHNOLOGY.
(F)
EXCEPT AS DISCLOSED ON SCHEDULE 6.8(F), THERE ARE NO ROYALTIES OR
OTHER PAYMENTS PAYABLE BY EXACT OR ITS AFFILIATES FOR THE USE OF ANY TRANSFERRED
TECHNOLOGY, INCLUDING PURSUANT TO THE TRANSFERRED IN-LICENSE AGREEMENT.
FOR
EACH ROYALTY DISCLOSED ON SCHEDULE 6.8(F), SUCH SCHEDULE SETS FORTH THE DATE ON
WHICH SUCH ROYALTY WILL CEASE TO BE PAYABLE.
(G)
EXCEPT AS DISCLOSED ON SCHEDULE 6.8(G), ALL CURRENT AND FORMER
EMPLOYEES, AGENTS AND CONSULTANTS OF EXACT OR ITS AFFILIATES WHO HAVE
CONTRIBUTED TO THE DEVELOPMENT OF THE TRANSFERRED TECHNOLOGY IN ANY WAY OR WHO
HAVE HAD ACCESS TO EXACT'S CONFIDENTIAL AND PROPRIETARY INFORMATION WITH RESPECT
TO THE TRANSFERRED TECHNOLOGY PRIOR TO THE CLOSING HAVE ENTERED INTO BINDING
WRITTEN AGREEMENTS WITH EXACT WHEREBY (I) EXACT IS ENTITLED TO ALL OWNERSHIP
RIGHTS IN ANY TRANSFERRED TECHNOLOGY PRIOR TO THE CLOSING THAT THE EMPLOYEE,
AGENT OR CONSULTANT MAY HAVE INVENTED, DISCOVERED, ORIGINATED, MADE OR CONCEIVED
WHILE WORKING FOR EXACT OR ITS AFFILIATES, AND ALL SUCH OWNERSHIP RIGHTS ARE
DULY ASSIGNED TO EXACT, AND (II) THE EMPLOYEE, AGENT OR CONSULTANT AGREES TO
HOLD AND MAINTAIN IN CONFIDENCE ALL CONFIDENTIAL AND PROPRIETARY INFORMATION OF
EXACT.
(H)
EXCEPT AS DISCLOSED ON SCHEDULE 6.8(H), TO EXACT'S KNOWLEDGE, NEITHER
GOVERNMENT FUNDING NOR GOVERNMENT, ACADEMIC OR NON-PROFIT RESEARCH FACILITIES
WERE USED IN THE DEVELOPMENT OF ANY TRANSFERRED TECHNOLOGY.
TO THE EXTENT THAT
ANY OF THE TRANSFERRED TECHNOLOGY AROSE FROM WORK FUNDED IN WHOLE OR IN PART BY
U.S. FEDERAL FUNDING, TO EXACT'S KNOWLEDGE, ALL REQUIREMENTS NECESSARY TO
(I) VEST THE ENTIRE RIGHT, TITLE AND INTEREST IN EXACT OR IN THE LICENSOR OF
SUCH TRANSFERRED TECHNOLOGY AND (II)
PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE
SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING
CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE EXCHANGE ACT; [*] DENOTES
OMISSIONS.
20
ASSIGN (AND, AS APPLICABLE, LICENSE) SUCH TRANSFERRED TECHNOLOGY TO GENZYME
PURSUANT TO THE TERMS OF THIS AGREEMENT, HAVE BEEN SATISFIED.
6.9
GOVERNMENT AUTHORIZATIONS AND REGISTRATIONS.
EXACT HAS BEEN
DULY GRANTED ALL GOVERNMENTAL AUTHORIZATIONS AND DULY FILED ALL GOVERNMENTAL
REGISTRATIONS UNDER ALL LEGAL REQUIREMENTS FOR THE POSSESSION OF THE PURCHASED
ASSETS AND THE USE OF THOSE PURCHASED ASSETS AS USED BY EXACT.
SUCH
AUTHORIZATIONS AND REGISTRATIONS ARE VALID, IN GOOD STANDING AND IN FULL FORCE
AND EFFECT, AND THERE ARE NO PROCEEDINGS PENDING OR, TO THE KNOWLEDGE OF EXACT,
THREATENED THAT SEEK THE REVOCATION, CANCELLATION, SUSPENSION OR ADVERSE
MODIFICATION TO SUCH AUTHORIZATIONS OR REGISTRATIONS.
EXACT IS NOT IN DEFAULT
OR NON-COMPLIANCE UNDER