Wxxxxxxx. All assets held under lease or license by the Partnership Entities are held under valid, subsisting and enforceable leases or licenses, with such exceptions as are not material and do not materially interfere with the use made in the past and proposed to be made in the future of such assets by the Partnership Entities taken as a whole as described in the most recent Preliminary Prospectus and the Prospectus.
Wxxxxxxx. Wxxxxxxx shall be appointed the Executive Chair (the “Chair”) of the Company and a director of the Company (subject to any applicable shareholder approval) and to hold such offices as the Board of Directors of the Company and the Consultant agree from time to time. Wxxxxxxx’ duties will generally be to provide the Company and its subsidiaries with the executive services (the “Chair Services”, and collectively with the CEO Services, the “Services”) customary for a Chair of a public company and to perform any and all duties and responsibilities reasonably assigned to him from time to time by the Board of Directors of the Company in connection therewith. The parties expect that Wxxxxxxx will devote the working time and attention commensurate with the duties of an Executive Chair.
Wxxxxxxx. All assets held under lease or license by the Partnership Entities are held under valid, subsisting and enforceable leases or licenses, with such exceptions as are not material and do not materially interfere with the use made in the past and proposed to be made in the future of such assets by the Partnership Entities taken as a whole as described in the most recent Preliminary Prospectus and the Prospectus. The Operative Agreements are legally sufficient to transfer to or vest in Four Corners LLC all properties that are, individually or in the aggregate, required to enable Four Corners LLC to conduct its operations in all material respects as contemplated by the most recent Preliminary Prospectus and the Prospectus, subject to the conditions, reservations and limitations contained in the Operative Agreements or as described in the most recent Preliminary Prospectus and the Prospectus. Four Corners LLC, after giving effect to the Transactions as contemplated by the Operative Agreements, succeeded or will succeed in all material respects to the applicable businesses, assets, properties, liabilities and operations reflected in the pro forma financial statements of the Partnership included in the most recent Preliminary Prospectus and the Prospectus, except as disclosed in the most recent Preliminary Prospectus, the Prospectus and in the Operative Agreements.
Wxxxxxxx. All assets held under lease or license by the Partnership Entities are held under valid, subsisting and enforceable leases or licenses, with such exceptions as are not material and do not materially interfere with the use made in the past and proposed to be made in the future of such assets by the Partnership Entities taken as a whole as described in the Preliminary Memorandum and the Final Memorandum. The Operative Agreements are legally sufficient to transfer to or vest in Four Corners LLC all properties that are, individually or in the aggregate, required to enable Four Corners LLC to conduct its operations in all material respects as contemplated by the Preliminary Memorandum and the Final Memorandum, subject to the conditions, reservations and limitations contained in the Operative Agreements or as described in the Preliminary Memorandum and the Final Memorandum. Four Corners LLC, after giving effect to the Transactions as contemplated by the Operative Agreements, succeeded or will succeed in all material respects to the applicable businesses, assets, properties, liabilities and operations reflected in the pro forma financial statements of the Partnership included in the Preliminary Memorandum and the Final Memorandum, except as disclosed in the Preliminary Memorandum, the Final Memorandum and in the Operative Agreements.
Wxxxxxxx. (ii) The Company is a party to the following consulting agreements: H. Kxxxxx (xxted 01/19/96); Dale X. Xxxxx (dated 05/01/94); Kim X. Xxxxx (xxted 08/09/94); Sydnxx Xxxxxxx (xxted 08/10/94); and Chi-Huey Xxxx (dated 08/11/94). The Company entered into a letter agreement dated July 25, 1995 with Transpect Incorporated ("Transpect") pursuant to which Transpect is retained as an advisor and consultant with respect to the establishment of a relationship with Daiichi Pharmaceutical Co., Ltd (or any company mutually agreed to). In addition, the Company is a party to Scientific Advisory Board Agreement with the following individuals: A. Bxxx (xxted 09/07/95); D. Xxxxxxxxxxx (xxted 04/08/95); W. Jxxxxxxxx (xxted 05/18/95). Schedule 2.7 22 (e) (i) Agreement for Purchase and Sale of Assets dated September 28, 1994 among the Company, Combichem, Inc., a Delaware corporation, KPCB VI and KPCB IV-FF.
