BY SUCH PARTY IN CONNECTION WITH THE EXECUTION AND
DELIVERY OF THIS AGREEMENT AND THE PERFORMANCE OF ITS OBLIGATIONS HEREUNDER HAVE
BEEN OBTAINED.
SECTION 13.4
CONFLICTS.
THE EXECUTION AND DELIVERY OF THIS AGREEMENT
AND THE PERFORMANCE OF SUCH PARTY'S OBLIGATIONS HEREUNDER (A) DO NOT CONFLICT
WITH OR VIOLATE ANY REQUIREMENT OF APPLICABLE LAW OR ANY PROVISION OF THE
ARTICLES OF INCORPORATION, BYLAWS OR ANY SIMILAR INSTRUMENT OF SUCH PARTY, AS
APPLICABLE, IN ANY MATERIAL WAY, AND (B) DO NOT CONFLICT WITH, VIOLATE, OR
BREACH OR CONSTITUTE A DEFAULT OR REQUIRE ANY CONSENT NOT ALREADY OBTAINED
UNDER, ANY CONTRACTUAL OBLIGATION OR COURT OR ADMINISTRATIVE ORDER BY WHICH SUCH
PARTY IS BOUND.
SECTION 13.5
INTELLECTUAL PROPERTY.
TO EACH PARTY'S KNOWLEDGE, AS OF
THE EFFECTIVE DATE, NO ADDITIONAL THIRD PARTY LICENSES ARE REQUIRED TO DEVELOP,
USE AND SELL THE ENEMA FORMULATION OF ALICAFORSEN.
SECTION 13.6
ISIS REPRESENTATIONS, WARRANTIES, AND COVENANTS. ISIS
HEREBY REPRESENTS, WARRANTS AND COVENANTS TO ATLANTIC AS OF THE EFFECTIVE DATE
AS FOLLOWS:
13.6.1
IP OWNERSHIP.
ISIS HAS THE SUFFICIENT LEGAL AND/OR BENEFICIAL TITLE
AND OWNERSHIP OF THE ALICAFORSEN PATENTS AND THE ICAM-1 SPECIFIC PATENTS AS IS
NECESSARY TO FULFILL ITS OBLIGATIONS UNDER THIS AGREEMENT AND TO GRANT THE
LICENSES (OR SUBLICENSES AS THE CASE MAY BE) TO ATLANTIC PURSUANT TO THIS
AGREEMENT; ISIS HAS NOT PREVIOUSLY ENTERED INTO ANY AGREEMENT, WHETHER WRITTEN
OR ORAL, WITH RESPECT TO, OR OTHERWISE ASSIGNED, LICENSED, TRANSFERRED, CONVEYED
OR OTHERWISE ENCUMBERED ITS RIGHT, TITLE OR INTEREST IN OR TO THE ISIS DATA
("ISIS BACKGROUND KNOW HOW") OR THE ALICAFORSEN PATENTS AND ICAM-1 SPECIFIC
PATENTS LICENSED HEREUNDER (INCLUDING BY GRANTING ANY COVENANT NOT TO SUE WITH
RESPECT THERETO) (THE ISIS BACKGROUND KNOW HOW AND SUCH ALICAFORSEN PATENTS AND
ICAM-1 SPECIFIC PATENTS LICENSED HEREUNDER TOGETHER BEING THE "ISIS BACKGROUND
IP").
TO THE BEST OF ISIS' KNOWLEDGE, THE CONCEPTION, DEVELOPMENT AND
REDUCTION TO PRACTICE OF THE ISIS BACKGROUND IP EXISTING AS OF THE EFFECTIVE
DATE HAVE NOT CONSTITUTED OR INVOLVED THE MISAPPROPRIATION OF TRADE SECRETS OR
OTHER RIGHTS OR PROPERTY OF ANY THIRD PARTY; AND
20
13.6.2
PATENT MAINTENANCE. TRUE, COMPLETE AND CORRECT COPIES OF THE COMPLETE
FILE WRAPPER AND OTHER MATERIAL CORRESPONDENCE WITH ANY PATENT OFFICE RELATING
TO THE PROSECUTION, VALIDITY AND ENFORCEABILITY OF THE PATENTS WITHIN THE
ALICAFORSEN PATENTS AND THE ICAM-1 SPECIFIC PATENTS EXISTING AT THE EFFECTIVE
DATE HAVE BEEN PROVIDED TO OR MADE AVAILABLE TO ATLANTIC PRIOR TO THE EFFECTIVE
DATE AND, TO THE BEST OF ISIS' KNOWLEDGE, THERE IS NO MATERIAL REASON WHY ANY OF
SUCH PATENTS ARE INVALID.
IN RESPECT OF THE PENDING PATENT APPLICATIONS
INCLUDED WITHIN SUCH PATENTS, ISIS HAS PRESENTED ALL RELEVANT PRIOR ART OF WHICH
IT AND THE INVENTORS ARE AWARE TO THE RELEVANT PATENT EXAMINERS AT THE RELEVANT
PATENT OFFICES; AND
13.6.3
PATENT PROSECUTION.
THE ALICAFORSEN PATENTS AND ICAM-1 SPECIFIC
PATENTS LICENSED HEREUNDER THAT ARE APPLICATIONS AT THE EFFECTIVE DATE ARE BEING
DILIGENTLY PROCURED FROM THE RESPECTIVE PATENT OFFICES AND THE PATENTS WITHIN
SUCH PATENTS LICENSED HEREUNDER THAT ARE GRANTED AT THE EFFECTIVE DATE HAVE BEEN
MAINTAINED