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. 2.5 includes a complete and correct list, in all respects, of all MTEM Background Patent Rights, said Schedule to be updated in a timely manner with new relevant MTEM Background Patent Rights.
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.
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. 1.21 hereto is a complete listing of each lease of Real Property by each Borrower with annual rent in excess of $1,000,000 or with respect to a location at which more than $1,000,000 of Inventory or Equipment is located as of the date hereof.
Schedule 9. 15.2 contains a true, correct and complete list of all trademarks, patents, utility patents, registered designs and other registered intellectual property rights as well as domain names, other than Assigned & Licensed Proprietary Rights, owned by and/or registered and/or applied for in the name of the Target Company (“Own Registered IP Rights”). Share Sale and Purchase Agreement
Schedule 9. 15.3 contains a true, correct and complete list of software to which the Target Company has been granted or owns the exclusive, unlimited in terms of place, time and content, transferrable and sublicensable rights of use (“Own Software Rights”). To the Managing Directors’ best knowledge, the Own Registered IP Rights, the Own Software Rights and all copyright protected works relating to the use of the Own Registered IP Rights and the Own Software Rights, particularly logos, documentation of the source code, documentation for administrators and users, GUIs (together, “Own Proprietary Rights”):
Schedule 9. 15.3a) lists the open source software incorporated or used by the Target Company as of Signing Date as well as the applicable license terms. To the Managing Directors’ best knowledge, the Target Company has acted in compliance with, and therefore, fulfilled, all obligations resulting from the Open Source license terms applicable to open source software, and the Target Company has no back-license, grant back or to the Managing Directors’ best knowledge copyleft obligations under any open source software license with regard to any of the Target Company’s products using open source software.
