IS BOUND,
OR RESULTS IN THE CREATION OR IMPOSITION OF ANY LIEN UPON ANY ACQUIRED ASSET;
(III)
CONFLICTS OR VIOLATES WITH ANY EXISTING LAW (INCLUDING COMMON
LAW), STATUTE, RULE, REGULATION, ORDINANCE, JUDGMENT, ORDER OR DECREE (EACH, A
"LAW") APPLICABLE TO VALENTIS OR THE ACQUIRED ASSETS; OR
(IV)
MATERIALLY IMPAIRS VALENTIS' ABILITY TO CONSUMMATE THE
TRANSACTIONS CONTEMPLATED HEREBY OR MATERIALLY DELAYS THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED HEREBY.
(B)
NO FILING WITH, AND NO PERMIT, AUTHORIZATION, CONSENT OR APPROVAL
OF ANY GOVERNMENTAL ENTITY IS NECESSARY FOR THE CONSUMMATION BY VALENTIS OF THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
SECTION 2.03
TITLE TO ASSETS (A)
AS OF THE EFFECTIVE DATE OF THIS
AGREEMENT, AND SUBJECT TO THE RIGHTS HELD BY VANDERBILT UNIVERSITY TO CERTAIN
PATENTS THAT MEDAREX ACKNOWLEDGES WERE FULLY DISCLOSED TO MEDAREX HERETOFORE AS
ADDRESSED IN A LETTER FROM VALENTIS TO VANDERBILT, CONTAINING A SIGNED
ACKNOWLEDGEMENT FROM VANDERBILT, ATTACHED AS EXHIBIT E TO THIS AGREEMENT,
VALENTIS AND/OR ITS AFFILIATES HAVE GOOD AND VALID TITLE TO ALL OF THE ACQUIRED
ASSETS, IN EACH CASE, FREE AND CLEAR OF ALL LIENS AND VALENTIS AND/OR ITS
AFFILIATES ARE THE SOLE LEGAL AND BENEFICIAL OWNER OF THE ACQUIRED ASSETS AND
HAVE THE RIGHT TO SELL THEM TO MEDAREX IN ACCORDANCE WITH THIS AGREEMENT.
5
(B)
VALENTIS AND/OR ITS AFFILIATES HAVE THE SOLE AND EXCLUSIVE RIGHT
TO ENFORCE, LICENSE OR TRANSFER, WITHOUT PAYMENT TO ANY THIRD PARTY, EACH ITEM
OF THE ACQUIRED ASSETS.
SECTION 2.04
INTELLECTUAL PROPERTY RIGHTS
(A)
EXCEPT AS SET FORTH HEREIN, NEITHER VALENTIS NOR ANY OF ITS
AFFILIATES HAS GRANTED ANY OPTION, LICENSE OR RIGHT TO USE ANY OF THE ACQUIRED
ASSETS.
(B)
VALENTIS HAS NO KNOWLEDGE OF ANY CLAIM MADE AGAINST VALENTIS OR
BROUGHT BY ANY THIRD PARTY ARISING FROM THE ACQUIRED ASSETS AS OF THE EFFECTIVE
DATE OF THIS AGREEMENT.
SECTION 2.05
MATERIAL FACTS NEITHER THIS AGREEMENT NOR ANY WRITTEN STATEMENT
OR CERTIFICATE FURNISHED IN CONNECTION HEREWITH OR ANY OF THE TRANSACTIONS
CONTEMPLATED HEREBY, CONTAINS AN UNTRUE STATEMENT OF A MATERIAL FACT OR OMITS TO
STATE A MATERIAL FACT THAT IS NECESSARY IN ORDER TO MAKE THE STATEMENTS
CONTAINED HEREIN AND THEREIN, IN THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY
ARE MADE, NOT MISLEADING.
THERE ARE NO FACTS THAT AFFECT, OR IN THE FUTURE
MIGHT REASONABLY BE EXPECTED TO AFFECT, ADVERSELY THE ACQUIRED ASSETS IN ANY
MATERIAL RESPECT THAT IS NOT SET FORTH IN THIS AGREEMENT.
Section 2.06
No Proceedings There are no proceedings pending or, to the
Knowledge of Valentis, threatened against Valentis which would reasonably be
expected to affect Valentis' ability to consummate the transactions contemplated
by this Agreement.
SECTION 2.07
BROKERS OR FINDERS NEITHER VALENTIS NOR ITS AFFILIATES HAVE
RETAINED ANY AGENT, BROKER, INVESTMENT BANKER, FINANCIAL ADVISOR OR OTHER FIRM
OR PERSON THAT IS OR WILL BE ENTITLED TO ANY BROKERS' OR FINDER'S FEE OR ANY
OTHER COMMISSION OR SIMILAR FEE IN CONNECTION WITH ANY OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT, AND THERE ARE NO CLAIMS FOR ANY OF THE
FOREGOING.
SECTION 2.08
DISCLAIMER
EXCEPT AS