3.1.5
the execution, delivery and
performance by Oncothyreon of this Agreement has been duly and validly
authorized by all necessary action of Oncothyreon;
3.1.6
this Agreement is
a valid and binding obligation of Oncothyreon enforceable in accordance with its
terms, subject to applicable bankruptcy, insolvency, reorganization and other
laws affecting creditor's rights generally and the discretionary nature of
certain remedies (including specific performance and injunctive relief);
3.1.7
the execution and delivery of this Agreement by Oncothyreon and the
consummation by Oncothyreon of the transactions contemplated by this Agreement
have been duly and validly authorized and will not violate, nor be in conflict
with, in either case in a material adverse manner:
any of the articles, by-laws or charter documents of Oncothyreon;
any provisions of any agreement or instrument to which Oncothyreon
is a party or by which it is bound; or
any law applicable to
Oncothyreon or the Assets;
3.1.8
there are no liens for taxes upon the Assets, except for statutory
liens for current taxes not yet due;
3.1.9
Oncothyreon Canada is a GST
registrant and has a subsisting GST registration number of 106795784RT0001;
3.1.10
Oncothyreon Canada is not a non-resident of Canada within the meaning
of the Income Tax Act (Canada);
3.1.11
Oncothyreon has not incurred any
obligation or liability, contingent or otherwise, for brokers' or finders' fees
in respect of the transactions contemplated by this Agreement for which EMD
shall have any obligation or liability;
3.1.12
the Assets are all of the
material assets used in carrying on of the Purchased Business;
3.1.13
no
portion of the Purchased Business is being conducted by anyone other than
Oncothyreon;
+
DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION
11
3.1.14
subject to the provisions thereof, Oncothyreon is the legal and
beneficial owner of the Assets, with good and marketable title thereto free and
clear of all mortgages, charges, liens, pledges, claims, security interests and
other encumbrances of whatsoever nature, and Oncothyreon has good right, power
and authority to sell and assign the Assets to EMD in the manner provided in
this Agreement;
3.1.15
Oncothyreon is not in material default, nor has it
received any written notice of material default, under any agreements relating
to the Assets or any of them and Oncothyreon has no actual knowledge of any
substantial physical damage to or alteration in or to the Assets, or any of
them, which would materially adversely affect the Assets;
3.1.16
the
Inventory Assets will meet the Specifications upon the release thereof as
contemplated in Section 3.4.2;
3.1.17
Oncothyreon is not a party to any
material contract or commitment relating to the Purchased Business outside the
usual and ordinary course of the Purchased Business;
3.1.18
the Lease and
the Manufacturing Contracts are in full force and effect and Oncothyreon is not
in breach or default in any material respect under the Lease and/or any of the
Manufacturing Contracts;
3.1.19
Oncothyreon is not