Schedule 9. 2 (Certain Unsecured Indebtedness) of the Loan Agreement is hereby amended and restated with Schedule 9.2 attached hereto.
Schedule 9. 12.E lists DIP Letters of Credit that will remain with Sellers and the DIP Letters of Credit Cash Collateral associated with each such DIP Letter of Credit shall remain with Sellers and shall continue to be held as cash collateral for such obligations; provided, however, that any remaining cash collateral associated with any expiring DIP Letter of Credit (regardless of whether it was drawn upon) shall be transferred to GM Buyer.
Schedule 9. The existing Schedule 9 of the Agreement shall be replaced with new Schedule 9, attached hereto, with effect from September 1, 2020.
Schedule 9. 2.9 contains a complete and accurate list of all Patents owned by Vividion or its Affiliates as of the Effective Date that are included in the Patents licensed hereunder, indicating any co-owner(s), if applicable. Except as set forth on Schedule 9.2.9, Vividion and its Affiliates do not own any Patent that is necessary or, to Vividion’s reasonable belief as of the Effective Date, reasonably useful to Develop, Manufacture or Commercialize any Program Compounds.
Schedule 9. 6.1 contains a list of all Intellectual Property Rights, the sole and unencumbered holder of which is a Lovoo Company or to which one or more Lovoo Company/ies has or collectively have exclusive and perpetual rights of use that are not limited either geographically or in terms of content (the Own Intellectual Property Rights). The aforementioned Schedule also includes the dates on which any Own Intellectual Property Rights that have a limited term of protection will expire at the earliest. The Lovoo Companies have taken all actions required in order to maintain the Own Intellectual Property Rights. There are no licenses or other rights of use held by third parties relating to the Own Intellectual Property Rights. The Lovoo Companies are also under no obligation to grant any such rights of use.
Schedule 9. 6.2(a) contains a list of all material licenses to, and other rights of use in, Intellectual Property Rights, which were granted to a Lovoo Company and which are not part of the Own Intellectual Property Rights defined in Clause 9.6.1 (the Lovoo Licenses). Schedule 9.6.2(a) also contains information about the licensor, type, scope, duration, any limitations and other material terms of use as well as any license fees or royalties owed by the Lovoo Company in question. Unless otherwise disclosed in Schedule 9.6.2(b), there are no material sub-licenses or other material rights of use held by third parties with respect to the subject matter of the Lovoo Licenses, and the relevant Lovoo Companies are also under no obligation to grant such rights of use. To the Seller’s Knowledge, any contract, under which a third party granted a Lovoo License, is valid and enforceable. For a period of twelve (12) months from the Signing Date, no agreement granting a Lovoo License may be terminated with notice by the respective licensor for reason of the conclusion or performance of this Agreement, and such termination specifically cannot be based on the conclusion or performance of this Agreement. To the Seller’s Knowledge, there are no facts or circumstances that serve as a basis for terminating a Lovoo License prior to the end of the foregoing period either for good cause or for some other reason, and as at the Signing Date, no such facts or circumstances are foreseeable. The Lovoo Companies have duly used, and are currently duly using, the Lovoo Licenses. The Own Intellectual Property Rights and the Lovoo Licenses are hereinafter collectively referred to as the Lovoo Intellectual Property Rights.
Schedule 9. 10.1 contains an anonymized list which is complete and correct with respect to all information as of the Signing Date of all officers, managing directors, board members and employees (including members of the senior management (leitende Angestellte), apprentices and part-time employees) of the Lovoo Companies, in each case with information about the contracting party on the side of the Lovoo Companies, position and job, date of birth, employment start date, gender, gross annual salary, gross annual compensation benefits (including all bonuses and other similar incentives), deferred compensation claims (Entgeltumwandlung), claims for payment in lieu of vacation, weekly working hours, and the term or period of notice for termination of employment. Employees who enjoy special legal protection against dismissal are identified, specifying the legal justification for such protection (e.g., maternity or post-birth parental leave (Elternzeit), severe disability).
Schedule 9. 10.2 contains a complete and accurate list of the individual employment or service agreements with all officers, managing directors, freelancers and management team members of the Lovoo Companies and also with those other employees of the Lovoo Companies, whose gross annual remuneration (including all bonuses and similar incentives) exceeds USD 85,000 (eighty-five thousand) (each a Key Employee), in each case in the version valid on the Signing Date.
Schedule 9. 12.1 contains a true and complete list of all insurance policies which were taken out by, or are for the benefit of, the Lovoo Companies with respect to their assets, their business operations, their officers, managing directors, board members or employees. These insurance policies include all mandatory insurance policies, and to the Seller’s Knowledge also cover all risks which companies of similar size in a similar industry would customarily cover by insurance and specifically in the same scope with respect to insured risks and coverage amounts. All insurance premiums due thereon have been paid in full when due and the Lovoo Companies are in compliance with all terms and conditions of the insurance policies. As at the Signing Date, no notice of cancellation or termination of any insurance policy has been received by any of the Lovoo Companies.
Schedule 9. 2.1 contains a complete and accurate list of all Patents owned by Jounce and/or its Affiliates as of the Effective Date that are included in the Jounce Patents, indicating any co-owner(s), if applicable. Except as set forth on Schedule 9.2.1, Jounce and its Affiliates do not own any Patent that is necessary or, to Jounce’s reasonable belief as of the Effective Date, reasonably useful to research, Develop, Manufacture or Commercialize any Biologics Specifically Directed to Available Targets that have, as of the Effective Date, been identified. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
