EQUITY HOLDERS NECESSARY FOR (A) THE AUTHORIZATION,
EXECUTION, DELIVERY AND PERFORMANCE BY IT OF THIS AGREEMENT, AND (B) THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY, HAVE BEEN DULY TAKEN.
(C)
THIS AGREEMENT IS A LEGALLY VALID AND BINDING OBLIGATION OF IT,
ENFORCEABLE AGAINST IT IN ACCORDANCE WITH ITS TERMS.
(D)
NONE OF THE EXECUTION AND DELIVERY OF THIS AGREEMENT, THE
CONSUMMATION OF THE TRANSACTIONS PROVIDED FOR HEREIN OR CONTEMPLATED HEREBY, OR
THE FULFILLMENT BY IT OF THE TERMS HEREOF OR THEREOF, WILL (WITH OR WITHOUT
NOTICE OR PASSAGE OF TIME OR BOTH) (A) CONFLICT WITH OR RESULT IN A BREACH OF
ANY PROVISION OF THE CERTIFICATE OR ARTICLES OF INCORPORATION OR FORMATION,
BY-LAWS, STATUTES, OPERATING AGREEMENT OR OTHER GOVERNING DOCUMENTS OF IT,
(B) RESULT IN A DEFAULT, CONSTITUTE A DEFAULT UNDER, GIVE RISE TO ANY RIGHT OF
TERMINATION, CANCELLATION OR ACCELERATION, OR REQUIRE ANY CONSENT OR APPROVAL
(OTHER THAN APPROVALS THAT HAVE HERETOFORE BEEN OBTAINED) OF ANY GOVERNMENTAL
AUTHORITY OR UNDER ANY OF THE TERMS, CONDITIONS OR PROVISIONS OF ANY MATERIAL
NOTE, BOND, MORTGAGE, INDENTURE, LOAN, ARRANGEMENT, LICENSE, AGREEMENT, LEASE OR
OTHER INSTRUMENT OR OBLIGATION TO WHICH IT IS A PARTY OR BY WHICH ITS ASSETS MAY
BE BOUND, OR (C) VIOLATE ANY RULE OR REGULATION OF ANY STOCK EXCHANGE ON WHICH
SUCH PARTY'S SECURITIES ARE LISTED APPLICABLE TO IT.
5.2
ADDITIONAL REPRESENTATIONS AND WARRANTIES OF ISIS.
ISIS HEREBY
FURTHER REPRESENTS AND WARRANTS TO TEVA, REGARDLESS OF ANY INVESTIGATION BY
TEVA, THAT AS OF THE EFFECTIVE DATE:
(A)
ISIS HAS ASSIGNED TO ATL, FREE AND CLEAR OF ALL LIENS, CLAIMS AND
ENCUMBRANCES OF EVERY KIND OR NATURE, ALL RIGHTS, TITLE AND INTERESTS IN AND TO
THE VLA4 COMPOUND PATENT RIGHTS;
7
(B)
TO THE BEST OF ISIS' KNOWLEDGE AS OF THE EFFECTIVE DATE, THE VLA4
COMPOUND PATENT RIGHTS ARE VALID AND ENFORCEABLE AND ARE NOT SUBJECT TO ANY
PENDING OR THREATENED RE-EXAMINATION, OPPOSITION, INTERFERENCE OR LITIGATION
PROCEEDINGS, AND ALL ASSIGNMENTS AND MAINTENANCE FEES HAVE BEEN TIMELY FILED AND
PAID WITH RESPECT TO THE VLA4 COMPOUND PATENT RIGHTS;
(C)
TO THE BEST OF ISIS'S KNOWLEDGE AS OF THE EFFECTIVE DATE, THE
PRACTICE OF THE ISIS CORE TECHNOLOGY PATENT RIGHTS, AND THE MANUFACTURING
TECHNOLOGY TO MANUFACTURE VLA4 COMPOUNDS, AS CURRENTLY MANUFACTURED BY ISIS AS
OF THE EFFECTIVE DATE, DOES NOT INFRINGE ON ANY THIRD PARTY PATENTS;
(D)
TO THE BEST OF ISIS' KNOWLEDGE AS OF THE EFFECTIVE DATE, WITHOUT
REFERENCE TO A SPECIFIC DEVELOPMENT PLAN AND WITHOUT ANY INVESTIGATION, THE ISIS
CORE TECHNOLOGY PATENT RIGHTS, ISIS FORMULATION PATENT RIGHTS, MANUFACTURING
PATENT RIGHTS AND VLA4 COMPOUND PATENT RIGHTS, CONSIDERED TOGETHER, CONSTITUTE
ALL OF THE PATENTS CONTROLLED BY ISIS (AS OF IMMEDIATELY PRIOR TO THE EFFECTIVE
DATE) THAT ARE NECESSARY FOR THE DEVELOPMENT AND COMMERCIALIZATION OF THE
ATL1102 COMPOUND AND VLA4 COMPOUNDS USING THE ISIS STANDARD CHEMISTRY;
(E)
ISIS HAS NOT GRANTED, DIRECTLY OR INDIRECTLY, ANY LICENSES OR OTHER
RIGHTS UNDER THE VLA4 COMPOUND PATENT RIGHTS TO ANY PERSON OTHER THAN ATL AND
ITS AFFILIATES;
(F)
THE AMENDED AND RESTATED ISIS/ATL AGREEMENT IS