Schedule 11. 2.10 constitutes a true, complete and correct list of those Targets that Codiak, its Affiliates or its or their (sub)licensees are Exploiting as of the Effective Date using the Codiak Platform Pre-Existing Technology (such Targets, the “Pre-Existing Excluded Targets”).
Schedule 11. 10.1 contains a list of all real property (Grundstücke) and buildings used, but not owned, by the Group Companies and material to the Business (the “Leased Real Property”). Real property or buildings shall be considered material to the Business only if any impediment to, or impossibility of, its use by the relevant Group Company would have an adverse material effect on the Business of such Group Company.
Schedule 11. 3 contains for each Target Group Company a correct and complete list of all Operating Assets leased by such Target Group Company from any third party (including the Sellers, the Sellers’ Affiliates or any other Target Group Company), and correctly states for each such asset the type, location and use, the lessor and the date of the lease agreement, with the exception of Operating Assets with a replacement value of less than EUR 50,000 (the “Material Leased Assets”).
Schedule 11. Under the heading “Allocation of Variable Costs” and sub-heading “Within the SAP system”, a new item is hereby added between the third and fourth items, as follows: “—Actual price of raw materials for the entire site is calculated at month-end and variances (difference between standard and actual) are generated and settled to Kraton. As of January 1, 2005, the variances are then further allocated monthly between Infineum and Kraton based on average annual consumption by material.”
Schedule 11. 4. The Parties hereby agree to amend and restate, in its entirety, Schedule 11.4 of the Agreement, which amended and restated Schedule is attached hereto and incorporated herein. The Parties have agreed (i) to delete Section (B) and Section (C) from Schedule 11.4, and (ii) that the termination fees described in the amended and restated Schedule 11.4 shall apply only to the termination of the ITO Services, and (iii) that the termination fees applicable to the BPO Services, as set forth in Exhibit B of Addendum #1, remain in full force and effect.
Schedule 11. 2.6 sets forth a complete and accurate list of all Enoxaparin Patents.
Schedule 11. 2.1 sets forth a complete and accurate list of all Patents included in the Poseida Patents on the Effective Date, stating: (a) which Poseida Patents are owned by Poseida or any of its Affiliates (the “Owned Patents”) and (b) which Poseida Patents are in-licensed by Poseida or any of its Affiliates (the “In-Licensed Patents” and together with the Owned Patents, the “Existing Patents”), and with respect to any such In-Licensed Patents, a reference to [***].
Schedule 11. 11.1-1 contains in all material aspects an accurate and a complete list of all patents, trademarks, utility patents, design patents, trade names, domain names and equivalent intellectual property rights (gewerbliche Schutzrechte), including applications to the foregoing ("Intellectual Property Rights"), which are owned by the Group Companies, provided that the representation of accuracy is qualified by Sellers’ Knowledge except for (i) nature and description of relevant intellectual property right, (ii) owner, (iii) countries in which the respective intellectual property right is registered, (iv) classes for which the respective intellectual property right is protected, (collectively the “Owned Intellectual Property Rights”) indicating the Group Company or Group Companies by which the respective Material Intellectual Property Right is owned and, to the extent applicable, the countries and classifications for which the respective Owned Intellectual Property Right enjoys protection. Except as disclosed in Schedule 11.11.1-2, the Target Company is the unrestricted legal and beneficial owner of the respective Owned Intellectual Property Rights and no Owned Intellectual Property Right is (i) encumbered with any rights or licenses of any third party, including any of Sellers, Sellers’ Affiliates but except for any encumbrance under the Finance Agreements and any non-exclusive license for the use (but, for the avoidance of doubt, not for the manufacturing) of products to customers granted in the ordinary course of business or (ii) subject to any non-registered or otherwise pending transfer or other disposition or any sale, contribution or other contractual arrangement creating an obligation to transfer or to create, change or abolish any encumbrances.
Schedule 11. 6. Schedule 11.6 to the Agreement is hereby deleted in its entirety and replaced with the Schedule 11.6 attached hereto.
Schedule 11. 2.11 sets forth [***], in each case of the Execution Date.
