Common use of SEC Documents and Other Reports Clause in Contracts

SEC Documents and Other Reports. The Company has filed all required documents with the SEC since January 1, 1993 (the "Company SEC Documents"). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and as of their respective dates none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents comply as of their respective dates as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present the consolidated financial position of the Company and its consolidated Subsidiaries as at the dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). The Company has not, since December 31, 1995, made any change in the accounting policies applied in the preparation of financial statements other than as described in the Company Filed SEC Documents (as hereinafter defined).

SEC Documents and Other Reports. The Company has filed all required documents with the SEC since January 1, 1993 1995 (the "Company SEC Documents"). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and as of their and, at the respective dates times they were filed, none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of the Company included in the Company SEC Documents comply as of their respective dates complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with generally accepted accounting principles GAAP (except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). The Except as disclosed in the Company SEC Documents or as required by GAAP, the Company has not, since December 31February 1, 19951997, made any change in the accounting practices or policies applied in the preparation of financial statements other than as described in statements. The books and records of the Company Filed SEC Documents (as hereinafter defined)and its Subsidiaries have been, and are being, maintained in accordance with GAAP and other applicable legal and accounting requirements.

SEC Documents and Other Reports. The Company has filed all required documents with the SEC since January 1, 1993 (the "Company SEC Documents"). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and as of their respective dates none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents comply as of their respective dates as to form in all material respects with the then their applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present the consolidated financial position of the Company and its consolidated Subsidiaries as at the dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to the lack of footnotes thereto, to normal year-end audit adjustments and to any other adjustments described therein). The Company has not, since December 31, 1995, made any change in the accounting practices or policies applied in the preparation of its financial statements other than as described in the Company Filed SEC Documents (as hereinafter defined)statements.

SEC Documents and Other Reports. The Company has filed all required documents with the SEC since January 1, 1993 1995 (the "Company SEC Documents"). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and as of their and, at the respective dates times they were filed, none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of the Company included in the Company SEC Documents comply as of their respective dates complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with generally accepted accounting principles GAAP (except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in accordance with GAAP the consolidated financial position of the Company and its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). The Except as disclosed in the Company SEC Documents or as required by GAAP, the Company has not, since December January 31, 19951998, made any change in the accounting practices or policies applied in the preparation of financial statements other than as described in statements. The books and records of the Company Filed SEC Documents (as hereinafter defined)and its Subsidiaries have been, and are being, maintained in accordance with GAAP and other applicable legal and accounting requirements.

SEC Documents and Other Reports. The Company has timely filed all required documents with the SEC since January 1February 7, 1993 1997 (the "Company SEC Documents"). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and as of their and, at the respective dates times they were filed, none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of the Company included in the Company SEC Documents comply as of their respective dates complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with generally accepted accounting principles (except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). The Except as disclosed in the Company SEC Documents or as required by generally accepted accounting principles, the Company has not, since December October 31, 19951997, made any change in the accounting practices or policies applied in the preparation of financial statements other than as described in the Company Filed SEC Documents (as hereinafter defined)statements.

SEC Documents and Other Reports. The To the actual knowledge of the Stockholders: (i) the Company has filed all required documents with of the SEC since January 1, 1993 Documents; (the "Company SEC Documents"). As ii) as of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and as of their respective dates none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The ; provided, however, that this subsection 3.3 (ii) shall not apply to any information relating to Marvel, Marvel Studios or any of Marvel's affiliates (other than the Company); (iii) the consolidated financial statements of the Company included in the Company SEC Documents comply as of their respective dates complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in GAAP consistently applied throughout the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods period involved (except as may be indicated therein or in the notes thereto) and fairly present the consolidated financial position position, results of operations and cash flows of the Company and its consolidated Subsidiaries subsidiary as at of the dates thereof and the consolidated results of their operations and their consolidated cash flows or for the periods then ended (indicated therein, subject, in the case of the unaudited statements, to normal year-end audit adjustments (which are not, individually or in the aggregate, material) and to any other adjustments described therein). The the absence of footnote disclosure; and (iv) since February 1995, the Company has not, since December 31, 1995, not made any change in the accounting practices or policies applied in the preparation of its financial statements other than as described in the Company Filed SEC Documents (as hereinafter defined).statements. 3.4

SEC Documents and Other Reports. The Company has Maxxxxxx xas filed all required documents with the SEC since January 1, 1993 1998 (the "Company SEC Maxxxxxx XEC Documents"). As of their respective dates, the Company SEC Maxxxxxx XEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and as of their and, at the respective dates times they were filed, none of the Company SEC Maxxxxxx XEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of the Company included Maxxxxxx xncluded in the Company SEC Maxxxxxx XEC Documents comply as of their respective dates complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as of their respective dates of 31 filing, have been were prepared in accordance with generally accepted accounting principles (except, in the case published rules and regulations of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) SEC and fairly present presented in all material respects the consolidated financial position of the Company and Maxxxxxx xnd its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). The Company has Except as disclosed in the Maxxxxxx XEC Documents, Maxxxxxx xas not, since December 31, 19952000, made any change in the accounting practices or policies applied in the preparation of its financial statements other than as described in the Company Filed SEC Documents (as hereinafter defined)statements.

SEC Documents and Other Reports. The Company has filed all required documents with the SEC since January 1, 1993 1996 (the "Company SEC Documents"). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and as of their and, at the respective dates times they were filed, none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of the Company included in the Company SEC Documents comply as of their respective dates complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as of their respective dates of filing, have been were prepared in accordance with generally accepted accounting principles (except, in the case of the unaudited statements, as permitted by Form 10Regulation S-Q X of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present presented the consolidated financial position of the Company and its consolidated Subsidiaries as at of the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). The Company has not, since December 31, 1995, made any change in the accounting policies applied in the preparation of financial statements other than as described in the Company Filed SEC Documents (as hereinafter defined).of

SEC Documents and Other Reports. (a) The Company has timely filed all required documents with the SEC Securities and Exchange Commission (the “SEC”) since January May 1, 1993 2003 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the "“Company SEC Documents"”). As of their respective filing dates, the Company SEC Documents complied complied, and all Company SEC Documents filed subsequent to the date of this Agreement will comply, in all material respects with the requirements of the Exchange Act, the Securities Act of 1933, as amended (together with the "rules and regulations promulgated thereunder, the “Securities Act"”), or and the Exchange Sxxxxxxx-Xxxxx Act of 2002 (together with the rules and regulations promulgated thereunder, the “Sxxxxxxx-Xxxxx Act”), as the case may be, and as of their and, at the respective dates times they were filed, none of the Company SEC Documents contained did, and none of the Company SEC Documents filed subsequent to the date of this Agreement will, contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents comply as of their respective dates as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present the consolidated financial position of the Company and its consolidated Subsidiaries as at the dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). The Company has not, since December 31, 1995, made any change in the accounting policies applied in the preparation of financial statements other than as described in the Company Filed SEC Documents (as hereinafter defined).

SEC Documents and Other Reports. The Company has filed all required documents with the SEC since January 1, 1993 (the "Company SEC Documents"). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and as of their and, at the respective dates times they were filed, none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of the Company included in the Company SEC Documents comply as of their respective dates complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with generally accepted accounting principles (except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). The Except as disclosed in the Company SEC Documents or as required by generally accepted accounting principles, the Company has not, since December 31January 28, 1995, made any change in the accounting practices or policies applied in the preparation of financial statements other than as described in the Company Filed SEC Documents (as hereinafter defined)statements.

SEC Documents and Other Reports. The Company has timely filed all required documents with the SEC since January 1February 7, 1993 1997 (the "Company SEC Documents"). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and as of their and, at the respective dates times they were filed, none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of the Company included in the Company SEC Documents comply as of their respective dates complied as to form in 38 all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with generally accepted accounting principles (except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). The Except as disclosed in the Company SEC Documents or as required by generally accepted accounting principles, the Company has not, since December October 31, 19951997, made any change in the accounting practices or policies applied in the preparation of financial statements other than as described in the Company Filed SEC Documents (as hereinafter defined)statements.

SEC Documents and Other Reports. The Company has filed all required documents with the SEC since January 1, 1993 1995 (the "Company SEC Documents"). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and as of their and, at the respective dates times they were filed, none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of the Company included in the Company SEC Documents comply as of their respective dates complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with generally accepted accounting principles GAAP (except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in accordance with GAAP the consolidated financial position of the Company and its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). The Except as disclosed in the Company SEC Documents or as required by GAAP, the Company has not, since December January 31, 19951998, made any change in the accounting practices or policies applied in the preparation of financial statements other than as described in statements. The books and records of the Company Filed SEC Documents (as hereinafter defined).and its Subsidiaries have been, and are being, maintained in accordance with GAAP and other applicable legal and accounting requirements. Section 3.6

SEC Documents and Other Reports. The Company has filed all required documents with the SEC since January 1June 30, 1993 1995 (the "Company COMPANY SEC DocumentsDOCUMENTS"). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and as of their and, at the respective dates times they were filed, none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of the Company included in the Company SEC Documents comply as of their respective dates complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with United States generally accepted accounting principles (except, in the case of the unaudited statements, as to the extent permitted by Form 10-Q 10Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end yearend audit adjustments and to any other adjustments described therein). The Except as disclosed in the Company SEC Documents or as required by generally accepted accounting principles, the Company has not, since December 31June 30, 19951999, made any change in the accounting practices or policies applied in the preparation of financial statements other than as described in the Company Filed SEC Documents (as hereinafter defined)statements.

SEC Documents and Other Reports. The Company has None of the documents (including proxy statements) filed all required documents by Buyer with the SEC since January 1, 1993 Securities and Exchange Commission (the "Company SEC") since October 3, 2002 (the "Buyer SEC Documents"). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and as of their respective dates none of the Company SEC Documents ) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements (including, in each case, any notes thereto) of the Company Buyer included in the Company Buyer SEC Documents comply as of their respective dates as to form complied in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with United States generally accepted accounting principles ("GAAP") (except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present presented in all respects the consolidated financial position of the Company and its consolidated Subsidiaries Buyer as at the respective dates thereof and the consolidated results of their its operations and their consolidated its cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). The Company Except as disclosed in the Buyer SEC Documents or as required by GAAP, the Buyer has not, since December 31September 30, 19952003, made any change in the accounting practices or policies applied in the preparation of financial statements other than as described in the Company Filed SEC Documents (as hereinafter defined)statements.

SEC Documents and Other Reports. The Company has filed all required documents with the SEC since January 1December 31, 1993 1995 (the "Company COMPANY SEC DocumentsDOCUMENTS"). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and as of their and, at the respective dates times they were filed, none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of the Company included in the Company SEC Documents comply as of their respective dates complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with United States generally accepted accounting principles (except, in the case of the unaudited statements, as to the extent permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). The Except as disclosed in the Company SEC Documents or as required by generally accepted accounting principles, the Company has not, since December March 31, 19951996, made any change in the accounting practices or policies applied in the preparation of financial statements other than as described in the Company Filed SEC Documents (as hereinafter defined)statements.

SEC Documents and Other Reports. The To the actual knowledge of the Stockholder: (i) the Company has filed all required documents with of the SEC since January 1, 1993 Documents; (the "Company SEC Documents"). As ii) as of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and as of their respective dates none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The ; provided, however, that this subsection 3.3 (ii) shall not apply to any information relating to Marvel, Marvel Studios or any of Marvel's affiliates (other than the Company); (iii) the consolidated financial statements of the Company included in the Company SEC Documents comply as of their respective dates complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in GAAP consistently applied throughout the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods period involved (except as may be indicated therein or in the notes thereto) and fairly present the consolidated financial position position, results of operations and cash flows of the Company and its consolidated Subsidiaries subsidiary as at of the dates thereof and the consolidated results of their operations and their consolidated cash flows or for the periods then ended (indicated therein, subject, in the case of the unaudited statements, to normal year-end audit adjustments (which are not, individually or in the aggregate, material) and to any other adjustments described therein). The the absence of footnote disclosure; and (iv) since February 1995, the Company has not, since December 31, 1995, not made any change in the accounting practices or policies applied in the preparation of its financial statements other than as described in the Company Filed SEC Documents (as hereinafter defined).statements. 3.4

SEC Documents and Other Reports. The Company Sangamo has filed all required documents with the SEC since January 1December 31, 1993 2005 (the "Company “Sangamo SEC Documents"”). As of their respective dates, the Company Sangamo SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or and the Exchange ActAct and, as at the case may berespective times they were filed, and as of their respective dates none of the Company Sangamo SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of the Company Sangamo included in the Company Sangamo SEC Documents comply as of their respective dates complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with generally accepted accounting principles GAAP (except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present presented in all material respects the consolidated financial position of the Company Sangamo and its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). The Company Except as disclosed in Sangamo SEC Documents or as required by generally accepted accounting principles, Sangamo has not, since December 31, 19952005, made any change in the accounting practices or policies applied in the preparation of financial statements other than as described in the Company Filed SEC Documents (as hereinafter defined)statements.

SEC Documents and Other Reports. The Company has filed all required documents with the SEC since January 1December 31, 1993 1995 (the "Company SEC Documents"). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and as of their and, at the respective dates times they were filed, none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of the Company included in the Company SEC Documents comply as of their respective dates complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with United States generally accepted accounting principles (except, in the case of the unaudited statements, as to the extent permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). The Except as disclosed in the Company SEC Documents or as required by generally accepted accounting principles, the Company has not, since December March 31, 19951996, made any change in the accounting practices or policies applied in the preparation of financial statements other than as described in the Company Filed SEC Documents (as hereinafter defined)statements.

SEC Documents and Other Reports. The Company Xxxxxxxx has filed all required documents with the SEC since January 1, 1993 1998 (the "Company XXXXXXXX SEC DocumentsDOCUMENTS"). As of their respective dates, the Company Xxxxxxxx SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and as of their and, at the respective dates times they were filed, none of the Company Xxxxxxxx SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of the Company Xxxxxxxx included in the Company Xxxxxxxx SEC Documents comply as of their respective dates complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as of their respective dates of filing, have been were prepared in accordance with generally accepted accounting principles (except, in the case published rules and regulations of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) SEC and fairly present presented in all material respects the consolidated financial position of the Company Xxxxxxxx and its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). The Company Except as disclosed in the Xxxxxxxx SEC Documents, Xxxxxxxx has not, since December 31, 19952000, made any change in the accounting practices or policies applied in the preparation of its financial statements other than as described in the Company Filed SEC Documents (as hereinafter defined)statements.

SEC Documents and Other Reports. The Company has filed all documents required documents to be filed by it with the SEC since January 1June 30, 1993. As of their respective dates, all documents filed by the Company with the SEC since June 30, 1993 (the "Company SEC Documents"). As of their respective dates, the Company SEC Documents ) complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and as of their respective dates none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents comply as of their respective dates complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present the consolidated financial position of the Company and its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). The Except as set forth in the Company has notSEC Documents, since December 31, 19951994, the Company has not made any change in the accounting practices or policies applied in the preparation of its financial statements other than as described in the Company Filed SEC Documents (as hereinafter defined)statements.