Schedule 18. 2.5.1 sets forth a true and correct list of all Transferred Trademark Rights and Transferred Patent Rights that is registered or filed in the name of BMS or any of its Affiliates, alone or jointly with others (collectively, the “Business Registrations”), in each case enumerating specifically the applicable filing or registration number, issuance number, serial number or application number, as applicable. To BMS’ knowledge, all Business Registrations are valid and enforceable. All issuance, renewal, maintenance and other payments that are or will become due with respect thereto prior to the Collaboration Closing (in the case of Business Registrations applicable to the Collaboration Assets) or the Purchase Closing (in the case of Business Registrations applicable to the Acquired Assets) have been or will be paid by or on behalf of BMS or the applicable Selling Affiliate.
Schedule 18. 2.5.7 sets forth a true and correct list of all Contracts pursuant to which BMS or any of its Affiliates licenses to any Third Party any Transferred Intellectual Property or Transferred Other Intellectual Property used in the Business (“Outbound IP Licenses”), other than customary licenses to Third Parties providing goods or services to BMS or the Selling Affiliates in the ordinary course of business. None of the Outbound IP Licenses grants any exclusive rights to third parties in any material Transferred Intellectual Property or Transferred Other Intellectual Property.
Schedule 18. 2.5.8 sets forth a true and correct list of all Contracts pursuant to which BMS or any of its Affiliates exclusively licenses any material Intellectual Property used exclusively in the Business from any Third Party (“Inbound IP Licenses”).
Schedule 18. 2.6 sets forth a true and correct list, as of the date hereof, of each Transferred Contract or Collaboration Contract that is or contains:
Schedule 18. 2.8 sets forth a true and correct list, as of the date hereof and as of the Effective Date, and description of all Legal Proceedings pending or, to BMS’ knowledge, threatened in writing, with respect to the Business, any Collaboration Asset or any Acquired Asset or seeking to prevent or delay the transactions contemplated hereby. As of the date hereof and as of the Effective Date, there are no judgments, orders, injunctions, decrees, stipulations or awards (whether rendered by a court, administrative agency or other Governmental or Regulatory Authority, by arbitration or otherwise) against or involving the Business, any Collaboration Asset or any Acquired Asset. As of the Purchase Closing Date, there are no judgments, orders, injunctions, decrees, stipulations or awards (whether rendered by a court, administrative agency or other Governmental or Regulatory Authority, by arbitration or otherwise) against or involving the Business or any Acquired Asset as a result of BMS’ or any of its Affiliates manufacture of any Products or any recombinant thrombin active ingredient. As of the date hereof and as of the Effective Date, there is no Legal Proceeding by BMS or any Affiliate pending, or which BMS or any Affiliate has commenced preparations to initiate, against any other Person in connection with the Business, any Collaboration Asset or any Acquired Asset.
Schedule 18. 2.10.1 sets forth a true and correct list of all material “employee pension benefit plans” (as defined in Section 3(2) of ERISA) (sometimes referred to herein as “Pension Plans”), “employee welfare benefit plans” (as defined in Section 3(1) of ERISA), bonus or other incentive, severance or termination pay, change in control, stock option, stock purchase, deferred compensation, group insurance plans, programs or arrangements and other employee fringe benefit plans maintained or contributed to, by BMS or the Selling Affiliates for the benefit of any BMS Employees (collectively, the “Benefit Plans”). BMS has made available to Purchaser true, complete and correct copies of all such written Benefit Plans and applicable summary plan descriptions. Each Benefit Plan has been maintained, operated and administered in compliance in all material respects with its terms, applicable Law and the terms of any related documents or agreements.
Schedule 18. 2.11.4 sets forth a list of each agreement with respect to the employment or termination of employment of any BMS Employee under which BMS or any Selling Affiliate shall have any continuing payment or performance obligations after the Collaboration Closing (in the case of the BMS Employees set forth on Exhibit 3.4.3-1) or after the Purchase Closing (in the case of the BMS Employees set forth on Exhibit 3.4.3-2).
Schedule 18. 2.12.1 sets forth the unaudited financial information representing the United States revenue and direct expenses of the Business for the twelve (12) months ended December 31, 2010, December 31, 2011 and December 31, 2012 (estimated) (collectively, the “Management Accounts”). The Management Accounts have been consistently prepared from the financial records of the Business. The Management Accounts are not intended to be a complete presentation of the results of operations of the Business and exclude costs not directly associated with producing the revenues (e.g., corporate and shared services and other indirect general & administrative costs), other costs (e.g., manufacturing variances, interest income/expense and income taxes) and non-cash expenses (e.g., amortization and impairment charges attributed to the intangible asset and inventory step-up established when BMS acquired ZymoGenetics, Inc.). The Management Accounts do not necessarily represent the revenues and direct expenses of the Business as if it had been operating as a separate / stand-alone entity during the periods presented. In addition, the Management Accounts are not necessarily indicative of the future financial performance of the Business. The Management Accounts do not necessarily represent the Required Financial Statements.
