TPTX » Topics » ERISA Plan

This excerpt taken from the TPTX 8-K filed Dec 18, 2009.
ERISA Plan”) (or any trust created thereunder) has engaged in a “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code that could subject the Company or any of the Subsidiaries to any material tax penalty on prohibited transactions and that has not adequately been corrected.  Each ERISA Plan is in compliance in all material respects with all reporting, disclosure and other requirements of the Code and ERISA as they relate to such ERISA Plan, except for any noncompliance which would not result in the imposition of a material tax or monetary penalty.  With respect to each ERISA Plan that is intended to be “qualified” within the meaning of Section 401(a) of the Code, either (i) a determination letter has been issued by the Internal Revenue Service stating that such ERISA Plan and the attendant trust are qualified thereunder (or may rely on an advisory or opinion letter issued by the IRS as to such qualification), or (ii) the remedial amendment period under Section 401(b) of the Code with respect to the establishment of such ERISA Plan has not ended and a determination letter application will be filed with respect to such ERISA Plan prior to the end of such remedial amendment period.  Neither the Company nor any of the Subsidiaries has completely or partially withdrawn from a “multiemployer plan,” as defined in Section 3(37) of ERISA within the past six (6) years.
 
(cc) Intellectual Property.  To the Company’s knowledge, except as set forth or incorporated by reference in the Prospectus, each of the Company and the Subsidiaries owns, is licensed or otherwise has adequate rights to use Company technology (including but not limited to patented, patentable and unpatented inventions and unpatentable, proprietary or confidential information, systems or procedures), designs, processes, trade secrets, know how, copyrights and other works of authorship, computer programs and technical data and information (collectively, the “Intellectual Property”) that are used in and are material to its business as currently conducted.  Neither the Company nor any of the Subsidiaries has received any written threat of or written notice of infringement of or conflict with asserted intellectual property rights of others with respect to the Company’s or the Subsidiaries’ use of any of the Intellectual Property. Within the previous year, except as described in the Prospectus or the SEC Reports, the Company has not terminated or abandoned any of its Intellectual Property. Neither the Company nor any Subsidiary has, within the previous year, received a written notice that any of its Intellectual Property has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement.  The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of its trade secrets, except where failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
 
(dd) Trademarks.  To the Company’s knowledge, except as set forth or incorporated by reference in the Prospectus, the Company and the Subsidiaries own, are licensed or otherwise have the right to use, all trademarks and trade names that are used in and are material to its business as described in the Prospectus, as currently conducted (collectively, the “Trademarks”).  Neither the Company nor any of the Subsidiaries has received any written notice of infringement of or conflict with asserted trademark rights of others with respect to the Company’s or the Subsidiaries’ use of any of the Trademarks.  Within the previous year, except as described in the Prospectus or the SEC Reports, the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Trademarks has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement.  The Company and its Subsidiaries have taken reasonable security measures to protect the value of all of the Trademarks, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
 
(ee) Related Party Transactions.  No relationship, direct or indirect, exists between or among the Company or any Subsidiary on the one hand, and the directors, officers, stockholders, customers or suppliers of the Company on the other hand, that is required to be described in the Prospectus and that is not so described or incorporated therein by reference,  including any transaction required to be disclosed pursuant to Item 404(a) of regulation S-K.
 
(ff) Environmental Matters.  The Company (i) is in compliance with any and all applicable federal, state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “

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ZIOPHARM ONCOLOGY (ZIOP)
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