SET FORTH IN EXHIBIT E(IV).
(F)
[RESERVED].
(G)
SECURITY AGREEMENT.
THE SECURITY AGREEMENT SHALL HAVE BEEN DULY
EXECUTED AND DELIVERED BY ALL THE PARTIES THERETO AND SHALL BE IN FORM OF
EXHIBIT C HERETO, TOGETHER WITH PROPER FINANCING STATEMENTS (INCLUDING
FORM UCC-1S) FOR FILING UNDER THE UCC AND/OR ANY OTHER APPLICABLE LAW, RULE,
STATUTE OR REGULATION RELATING TO THE PERFECTION OF A SECURITY INTEREST IN
FILING OFFICES IN THE JURISDICTIONS LISTED ON SCHEDULE 6.02(G), AS WELL AS A
COLLATERAL SECURITY AGREEMENTS FOR FILING IN THE US PATENT AND TRADEMARK OFFICE
AND COPYRIGHT OFFICE.
(H)
LOCKBOX AGREEMENT.
THE LOCKBOX AGREEMENT SHALL HAVE BEEN DULY
EXECUTED AND DELIVERED BY ALL THE PARTIES THERETO AND SHALL BE IN THE FORM OF
EXHIBIT D HERETO.
Confidential materials omitted and filed separately with the Securities and
Exchange
Commission.
Asterisks denote such omission.
38
(I)
GENZYME RELEASE.
ASSIGNEE SHALL HAVE RECEIVED A RELEASE OF ANY
INTEREST OF GENZYME CORPORATION IN THE COLLATERAL, IN FORM AND SUBSTANCE
SATISFACTORY TO ASSIGNEE.
(J)
CORPORATE DOCUMENTS OF COMPANY.
ASSIGNEE SHALL HAVE RECEIVED ON
THE CLOSING DATE, A CERTIFICATE, DATED THE CLOSING DATE, OF A SENIOR OFFICER OF
COMPANY (THE STATEMENTS MADE IN WHICH SHALL BE TRUE AND CORRECT ON AND AS OF THE
CLOSING DATE):
(I) ATTACHING COPIES, CERTIFIED BY SUCH OFFICER AS TRUE AND
COMPLETE, OF COMPANY'S CERTIFICATE OF INCORPORATION OR OTHER ORGANIZATIONAL
DOCUMENTS (TOGETHER WITH ANY AND ALL AMENDMENTS THERETO) CERTIFIED BY THE
APPROPRIATE GOVERNMENTAL AUTHORITY AS BEING TRUE, CORRECT AND COMPLETE COPIES;
(II) ATTACHING COPIES, CERTIFIED BY SUCH OFFICER AS TRUE AND COMPLETE, OF
RESOLUTIONS OF THE BOARD OF DIRECTORS OF COMPANY AUTHORIZING AND APPROVING THE
EXECUTION, DELIVERY AND PERFORMANCE BY COMPANY OF THIS AGREEMENT, THE OTHER
TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREIN AND THEREIN;
(III) SETTING FORTH THE INCUMBENCY OF THE OFFICER OR OFFICERS OF COMPANY WHO
HAVE EXECUTED AND DELIVERED THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS
INCLUDING THEREIN A SIGNATURE SPECIMEN OF EACH SUCH OFFICER OR OFFICERS; AND
(IV) ATTACHING COPIES, CERTIFIED BY SUCH OFFICER AS TRUE AND COMPLETE, OF
CERTIFICATES OF THE APPROPRIATE GOVERNMENTAL AUTHORITY OF THE JURISDICTION OF
FORMATION, STATING THAT COMPANY IS IN GOOD STANDING UNDER THE LAWS OF SUCH
JURISDICTION.
(K)
LACK OF PURCHASE OPTION EVENT.
THERE SHALL NOT HAVE OCCURRED A
PURCHASE OPTION EVENT.
(L)
COVENANTS.
COMPANY SHALL HAVE COMPLIED IN ALL MATERIAL RESPECTS
WITH THE COVENANTS SET FORTH IN THIS AGREEMENT AND EACH OTHER TRANSACTION
DOCUMENT.
SECTION 6.03
CONDITIONS APPLICABLE TO COMPANY.
The obligations of Company to effect the Closing shall be subject to the
satisfaction of each of the following conditions, any of which may be waived by
Company in their sole discretion:
(A)
ACCURACY OF REPRESENTATIONS AND WARRANTIES.
THE REPRESENTATIONS
AND WARRANTIES OF ASSIGNEE SET FORTH IN THIS AGREEMENT SHALL HAVE BEEN TRUE,
CORRECT AND COMPLETE AS OF THE CLOSING DATE.
(B)
LITIGATION.
NO ACTION, SUIT, LITIGATION, PROCEEDING OR
INVESTIGATION SHALL HAVE BEEN FORMALLY INSTITUTED, BE PENDING OR THREATENED
(I) CHALLENGING OR SEEKING TO MAKE ILLEGAL, TO DELAY OR OTHERWISE DIRECTLY OR
INDIRECTLY TO