Other Declarations. 1. Neither the Company nor the Founders and their direct relatives hold shares in other enterprises which operate in the field of the Company (as described in Annex 2) or a direct competitor of the Company or have business relations with the Company except for holdings detailed in annex 6. 2. The Founders each individually declare that they are not the owner of any intellectual property rights (patents, licenses, other intellectual property rights) on the basis of which any royalty payment could be demanded from the Company or the Company's business conduct could be impeded or prohibited world-wide with the exception of the patents and patent applications of Founder 1 in accordance with annex 13 which are subject to licenses to the Company through the license agreement drafted in annex 14 and the Service Agreement drafted in annex 15. (a) Annex 21 contains a complete and accurate list of all (i) patented or registered intellectual property rights owned by the Company or owned by Founder 1 and being transferred to the Company in connection with the transactions contemplated herein, (ii) pending patent applications and applications for registrations of other intellectual property rights filed by Founder 1 which relate to the technology to be transferred to the Company, (iii) material unregistered trade names and corporate names owned by the Company, (iv) material unregistered trademarks, service marks, copyrights, mask works and computer software owned by the Company and (v) all other intellectual property rights owned by the Company [*] Confidential treatment requested that are material to the operation of the business of the Company as presently conducted and as presently proposed to be conducted. The items listed on Annex 21 constitute all of the intellectual property and intellectual property rights necessary for the operation of the Company's business as contemplated by this Agreement and the other agreements contemplated hereby. (b) Annex 22 also contains a complete and accurate list of (i) all material licenses and other rights granted by the Company to any third party with respect to any intellectual property rights, except with respect to rights granted to customers of the Company with respect to the Company's products in the ordinary course of business, (ii) all material licenses and other rights granted by Founder 1 to any third party with respect to any intellectual property rights to be transferred to the Company, and (iii) to the extent not disclosed pursuant to Paragraph 1(a), all licenses and other rights material to the operation of the businesses of the Company as presently conducted and as presently proposed to be conducted, free and clear of all liens or encumbrances granted by any third party to the Company with respect to any intellectual property rights, in each identifying the subject intellectual property rights. (c) Except to the extent set forth Annex 21 and the schedule of exceptions, (i) the Company and Founder 1 collectively own all right, title and interest in and to all of the intellectual property rights listed or required to be listed on Annex 21 pursuant to Section 2(a), free and clear of all liens or encumbrances; (ii) the Company will have pursuant to the license granted by Founder 1, a valid license to all intellectual property rights not owned by Founder 1 that are material to the operation of the contemplated businesses of the Company as presently conducted and as presently proposed to be conducted (including but not [*] Confidential treatment requested limited to those intellectual property rights listed on Annex 21 pursuant to Sections 2(a), and (b)), free and clear of all liens or encumbrances, and such license or licenses will not be terminated as a result of or require any third party consent to effect an effective transfer via the license to the Company; (iii) the conduct of the Founder 1's business as it relates to the technology being licensed to the Company, to the Knowledge of Founder 1 without having conducted any infringement analysis, has not infringed, misappropriated or conflicted with and does not infringe, misappropriate or confilct with any intellectual property right of other Persons; (iv) Neither the Company nor Founder 1 has received any notices of, any infringement or misappropriation by, or conflict with, any third party with respect to such intellectual property rights (including, without limitation, any demand or request that the Company or Founder 1 license any rights from a third party) nor, to the Company's or Founder 1's knowledge, are there valid grounds for any such assertion of infringement, misappropriation or conflict; (v) to the best of the Company's and Founder 1's knowledge, the intellectual property rights owned by or licensed to the Company have not been infringed, misappropriated or conflicted by other persons or entities; and (vi) Founder 1 has taken all actions reasonably necessary to maintain and protect the Intellectual Property Rights which they own. Each service provider of Founder 1 has executed a proprietary information and inventions agreement that provides for the confidential treatment of the intellectual property rights of Founder 1 and the assignment to Founder 1 of inventions developed in connection with the performance of services for Founder 1, in the form previously furnished or made available to the Investors. To the Founder 1's best knowledge, no such service provider is in violation thereof. To Founder 1's best knowledge, all relevant technology has been assigned to Founder 1 by all service providers. Each service provider of the Company will execute a proprietary information and inventions agreement that provides for the confidential treatment of the intellectual property rights to be held by the Company and the assignment to the Company of inventions to be developed in connection with services performed for the Company. [*] Confidential treatment requested 3. The Founders declare that since the acquisition of the shares by the Founders, the Company did not and does not engage in any anti- competition violations which could have a considerable influence on the profitability and the longevity of the Company. 4. The Company possesses or is applying for all essential official approvals and licenses, which are necessary for the management of the present business enterprise. The Company has not infringed on the rights of third parties or governing law including competition laws, commercial business laws, and the provisions of environmental protection since the acquisition of the shares by the Founders. In the past, the business enterprise has also not infringed on any provisions which serve to protect the environment. 5. To the best of the Founders' knowledge, the Company owns or has entered into agreements to provide it with the production and procedural know-how as well as all related documents to develop and, if necessary, to produce and to sell products. 6. To the best of the Founders' knowledge, there are no special circumstances which could significantly impair the business of the Company in the future. 7. Annex 7 of this Agreement contains a complete and correct list of all bank accounts of the Company and all powers granted to employees for the respective bank accounts. 8. Claims for compensation by an employee as an inventor have not been submitted to the management since the acquisition of the shares by the [*] Confidential treatment requested
Appears in 2 contracts
Sources: Participation Agreement (Ribozyme Pharmaceuticals Inc), Participation Agreement (Ribozyme Pharmaceuticals Inc)
Other Declarations. 1. Neither the Company nor the Founders and their direct relatives hold shares in other enterprises which operate in the field of the Company (as described in Annex 2) or a direct competitor of the Company or have business relations with the Company except for holdings detailed in annex 6.
2. The Founders each individually declare that they are not the owner of any intellectual property rights (patents, licenses, other intellectual property rights) on the basis of which any royalty payment could be demanded from the Company or the Company's business conduct could be impeded or prohibited world-wide with the exception of the patents and patent applications of Founder 1 in accordance with annex 13 which are subject to licenses to the Company through the license agreement drafted in annex 14 and the Service Agreement drafted in annex 15.
(a) Annex 21 contains a complete and accurate list of all (i) patented or registered intellectual property rights owned by the Company or owned by Founder 1 and being transferred to the Company in connection with the transactions contemplated herein, (ii) pending patent applications and applications for registrations of other intellectual property rights filed by Founder 1 which relate to the technology to be transferred to the Company, (iii) material unregistered trade names and corporate names owned by the Company, (iv) material unregistered trademarks, service marks, copyrights, mask works and computer software owned by the Company and (v) all other intellectual property rights owned by the Company [*] Confidential treatment requested that are material to the operation of the business of the Company as presently conducted and as presently proposed to be conducted. The items listed on Annex 21 constitute all of the intellectual property and intellectual property rights necessary for the operation of the Company's business as contemplated by this Agreement and the other agreements contemplated hereby.
(b) Annex 22 also contains a complete and accurate list of (i) all material licenses and other rights granted by the Company to any third party with respect to any intellectual property rights, except with respect to rights granted to customers of the Company with respect to the Company's products in the ordinary course of business, (ii) all material licenses and other rights granted by Founder 1 to any third party with respect to any intellectual property rights to be transferred to the Company, and (iii) to the extent not disclosed pursuant to Paragraph 1(a), all licenses and other rights material to the operation of the businesses of the Company as presently conducted and as presently proposed to be conducted, free and clear of all liens or encumbrances granted by any third party to the Company with respect to any intellectual property rights, in each identifying the subject intellectual property rights.
(c) Except to the extent set forth Annex 21 and the schedule of exceptions, (i) the Company and Founder 1 collectively own all right, title and interest in and to all of the intellectual property rights listed or required to be listed on Annex 21 pursuant to Section 2(a), free and clear of all liens or encumbrances; (ii) the Company will have pursuant to the license granted by Founder 1, a valid license to all intellectual property rights not owned by Founder 1 that are material to the operation of the contemplated businesses of the Company as presently conducted and as presently proposed to be conducted (including but not [*] Confidential treatment requested limited to those intellectual property rights listed on Annex 21 pursuant to Sections 2(a), and (b)), free and clear of all liens or encumbrances, and such license or licenses will not be terminated as a result of or require any third party consent to effect an effective transfer via the license to the Company; (iii) the conduct of the Founder 1's business as it relates to the technology being licensed to the Company, to the Knowledge of Founder 1 without having conducted any infringement analysis, has not infringed, misappropriated or conflicted with and does not infringe, misappropriate or confilct with any intellectual property right of other Persons; (iv) Neither the Company nor Founder 1 has received any notices of, any infringement or misappropriation by, or conflict with, any third party with respect to such intellectual property rights (including, without limitation, any demand or request that the Company or Founder 1 license any rights from a third party) nor, to the Company's or Founder 1's knowledge, are there valid grounds for any such assertion of infringement, misappropriation or conflict; (v) to the best of the Company's and Founder 1's knowledge, the intellectual property rights owned by or licensed to the Company have not been infringed, misappropriated or conflicted by other persons or entities; and (vi) Founder 1 has taken all actions reasonably necessary to maintain and protect the Intellectual Property Rights which they own. Each service provider of Founder 1 has executed a proprietary information and inventions agreement that provides for the confidential treatment of the intellectual property rights of Founder 1 and the assignment to Founder 1 of inventions developed in connection with the performance of services for Founder 1, in the form previously furnished or made available to the Investors. To the Founder 1's best knowledge, no such service provider is in violation thereof. To Founder 1's best knowledge, all relevant technology has been assigned to Founder 1 by all service providers. Each service provider of the Company will execute a proprietary information and inventions agreement that provides for the confidential treatment of the intellectual property rights to be held by the Company and the assignment to the Company of inventions to be developed in connection with services performed for the Company. [*] Confidential treatment requested
3. The Founders declare that since the acquisition of the shares by the Founders, the Company did not and does not engage in any anti- competition violations which could have a considerable influence on the profitability and the longevity of the Company.
4. The Company possesses or is applying for all essential official approvals and licenses, which are necessary for the management of the present business enterprise. The Company has not infringed on the rights of third parties or governing law including competition laws, commercial business laws, and the provisions of environmental protection since the acquisition of the shares by the Founders. In the past, the business enterprise has also not infringed on any provisions which serve to protect the environment.
5. To the best of the Founders' knowledge, the Company owns or has entered into agreements to provide it with the production and procedural know-how as well as all related documents to develop and, if necessary, to produce and to sell products.
6. To the best of the Founders' knowledge, there are no special circumstances which could significantly impair the business of the Company in the future.
7. Annex 7 of this Agreement contains a complete and correct list of all bank accounts of the Company and all powers granted to employees for the respective bank accounts.
8. Claims for compensation by an employee as an inventor have not been submitted to the management since the acquisition of the shares by the [*] Confidential treatment requested
Appears in 1 contract
Sources: Participation Agreement (Ribozyme Pharmaceuticals Inc)