Nautilus 2006 Annual Report Download - page 150

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lease or any notice of default under any such lease, and no event has occurred which, with notice or lapse of time or both,
would constitute a default under any such lease. Each such lease is assignable or the premises subject thereto may be
subleased to a third party with the consent of the lessor and no consent from any other Party is required. Seller has not
assigned or subleased its interest under any such lease.
3.5.4 Machinery and Equipment Owned by Seller . Schedule 3.5.4 lists all of the Tangible Personal Property of the Business
owned by Seller having a book value exceeding Twelve Thousand Five Hundred U.S. Dollars (U.S. $12,500) or the
equivalent in RMB. Each item of Tangible Personal Property included in the Assets is suitable for the use in which it is
currently employed, is in good operating condition except for such minor defects as do not interfere with the continued use
of such equipment and properties in the conduct of the normal operations of the Business, and the Assets include supplies of
spare parts for the equipment and machinery included in the Assets in amounts consistent with Seller
’
s past practices.
3.5.5 Machinery and Equipment Leased by Seller . Schedule 3.5.5 sets forth the machinery and equipment used in the Business in
which Seller has a leasehold interest. There is no notice of cancellation or termination under any option or right reserved to
the lessor under any such lease or any notice of default under any such lease and no event has occurred which, with notice or
lapse of time or both, would constitute a default under any such lease. Each such lease is assignable with the consent of the
lessor and no consent from any other Party is required. Seller has not assigned its interest under any such lease.
3.5.6 Inventory . Schedule 3.5.6 is a complete list of the addresses of all warehouses or other facilities in which Inventory used in
and relating to the Business are located as of the date hereof. All Inventory to be reflected on the Audited Closing Balance
Sheet were and will be usable or saleable in the ordinary course of the business and operations of the Business, and the
levels of such Inventory to be reflected on the Audited Closing Balance Sheet will be consistent with customary levels found
in the operations of the Business.
3.5.7 Intellectual Property . Schedule 3.5.7 sets forth all domestic and foreign Intellectual Property used in or relating to the
Business, registered in the name of Seller, or of which Seller is a licensor or licensee, used in, or which have been used in, or
which are under development or have been conceived in, or which have or potentially have application to, the Business.
Seller owns all of the Intellectual Property to be transferred hereunder free and clear of all Liens and pays no royalty to
anyone under or with respect to any of them, except as set forth in such Schedule 3.5.7. All rights of Seller in and to each
item of the Intellectual Property listed on Schedule 3.5.7 and to all processes, lab journals, toxicological and ecological data,
trade secrets, technology including know-how and show-how, product formulae, manufacturing, engineering and other
drawings, intellectual property rights,