Annex 5. 2.3 (2) contains a complete list of real property leased or rented by the Group Companies, whether as lessee or as lessor, with the respective lessee’s payment obligations under the lease agreements exceeding a value of EUR 100,000.00 p.a.
Annex 5. 2.5 (1) contains a list of patents, trademarks and other registered intellectual property rights owned by the Company and its Subsidiaries (hereinafter referred to as the “Intellectual Property Rights”).
Annex 5. 2.8 (3) contains, as of the Signing Date, a list of material collective bargaining agreements, company practices providing for material financial benefits and material agreements with unions, workers’ councils and similar organizations and of all employee benefit plans (hereinafter referred to as “Collective Agreements”) which are directly, by reference or otherwise in whole or in part applicable to the Employees. No promises or commitments have been made by the Seller or any Group Company to the Employees, the unions and/or workers’ councils to amend any Collective Agreement, to increase or decrease benefits thereunder or to establish any new Collective Agreements. Except as set forth in Annex 5.2.8 (3) none of the Group Companies is member in an employers’ association (Arbeitgeberverband).
Annex 5. 6.1 lists all current employees and there have been no material changes to each of their applicable terms and conditions other than as disclosed in the Disclosure Exhibits and/or Due Diligence information.
Annex 5. 11(c) hereto details the employment conditions of all the Company’s Officeholders and Directors.
Annex 5. (a) to the Funding Agreement is hereby amended by adding the following new sentence at the end of paragraph (a) thereof:
(a) that all Servicing Fees due to the Servicer with respect to the fiscal month covered by such Monthly Report have been paid to the Servicer by the Borrower in accordance with the terms and conditions of the Funding Agreement and the Servicing Agreement or, if that is not the case, describing the nature and status thereof and all efforts undertaken to cure such failure to pay.
(a) thereto in the form attached to this Amendment as Appendix II.
Annex 5. 2.8 (7) contains, as of the date hereof, a list of all Freelancers employed by the Group Companies setting forth with respect to each Freelancer (i) name, (ii) compensation claims, (iii) current salary/commission and (iv) notice period. There have never been any claims or proceedings related to fictitious self-employment (“Scheinselbständigkeit”).
Annex 5. 1.1(d)/1 contains a list of the articles of association, incorporation deed and by-laws of Discovery as well as any merger agreements (or similar agreements) relating to Discovery. There are no further agreements than those disclosed therein and complete copies of such documents have been made available to the Buyer prior to the execution of this Agreement. No changes have been resolved to the articles of association or by-laws (or equivalent documents) which are not reflected in the excerpts contained in Annex 5.1.1(d)/2.
Annex 5. 1.8(c)/1 sets forth (i) a complete and accurate list of all patents, trademarks, domain names, service marks and registered copyrights, and applications therefore, included in the Company Intellectual Property or the Third Party Intellectual Property (noting in each case whether such Intellectual Property is Company Intellectual Property or Third Party Intellectual Property), (ii) a complete and accurate list of all licenses, sublicenses and other agreements under which Discovery is entitled to use Third Party Intellectual Property, and (iii) all other Intellectual Property agreements which are material to the business of Discovery. The Company Intellectual Property includes (x) all Intellectual Property relating to serine protease inhibitors or which may be useful for the development and commercialization of serine protease inhibitors owned or controlled by Seller or any of its Affiliates and (y) all other Intellectual Property used by Discovery or in connection with the Business and owned or controlled by Seller or any of its Affiliates. The agreement between the Seller and Discovery dated July 28, 2008, as attached for identification reasons only (nur zu Beweisz3wecken) hereto as Annex 5.1.8(c)/2 is valid and fully enforceable.
Annex 5. 1.9(a) shows (i) a complete, true and correct list of all employees (including management) of Discovery together with their yearly salary and years of service, bonus arrangements and pension rights, (ii) all collective bargaining agreements, works agreements and general commitments (Gesamtarbeitsverträge, Tarifverträge, Betriebsvereinbarungen, Gesamtzusagen, Regelungsabreden) to which Discovery is bound even if previously terminated, and (iii) any obligation of Discovery to make specific employment-related investments or to guarantee a certain number of employees.
