LEASE, OTHERWISE DISTRIBUTE, AND PRACTICE THE
COMPANY'S PRODUCTS AND THE SERVICES ASSOCIATED THEREWITH, AS CURRENTLY CONDUCTED
OR PLANNED TO BE CONDUCTED.
THERE ARE NO INTELLECTUAL PROPERTY RIGHTS OF ANY
THIRD PARTY INTERFERING WITH OR NECESSARY FOR SUCH ACTIVITIES.
12
(IV)
TRADE SECRETS.
THE SHAREHOLDERS AND THE COMPANY HAVE TAKEN ALL
REASONABLE STEPS IN ACCORDANCE WITH STANDARD INDUSTRY PRACTICES TO MAINTAIN THE
CONFIDENTIALITY OF ANY CONFIDENTIAL INFORMATION AND TRADE SECRETS IN THE
INTELLECTUAL PROPERTY (THE "PROPRIETARY INFORMATION"), AND THE COMPANY HAS AND
ENFORCES A POLICY REQUIRING EACH OF ITS EMPLOYEES, CONSULTANTS, AND CONTRACTORS
TO ENTER INTO (AND ALL SUCH PERSONS HAVE EXECUTED) AGREEMENTS THAT REQUIRE THE
REASONABLE PROTECTION AND NON-DISCLOSURE OF THE PROPRIETARY INFORMATION.
NONE
OF THE PROPRIETARY INFORMATION HAS BEEN DISCLOSED, NOR IS THE COMPANY (OR THE
SHAREHOLDERS) UNDER ANY OBLIGATION (CONTRACTUAL OR OTHERWISE) TO DISCLOSE THE
PROPRIETARY INFORMATION.
TO THE KNOWLEDGE OF THE SHAREHOLDERS, (A) NO SUCH
AGREEMENT OR UNDERTAKING HAS BEEN BREACHED, AND (B) THERE HAS BEEN NO DISCLOSURE
OF THE PROPRIETARY INFORMATION SUCH THAT THE COMPANY MAY NOT ENFORCE RIGHTS IN
THE PROPRIETARY INFORMATION.
(V)
MAINTENANCE.
NEITHER THE SHAREHOLDERS NOR THE COMPANY HAS TAKEN
ANY ACTION OR FAILED TO TAKE ANY ACTION (INCLUDING, WITHOUT LIMITATION, THE
MANNER IN WHICH THE COMPANY HAS CONDUCTED ITS BUSINESS OR USED OR ENFORCED OR
FAILED TO USE OR ENFORCE ANY OF THE INTELLECTUAL PROPERTY) THAT WOULD RESULT IN
ABANDONMENT, CANCELLATION, FORFEITURE, RELINQUISHMENT, INVALIDATION, OR
UNENFORCEABILITY OF THE INTELLECTUAL PROPERTY.
THE PATENTS, TOGETHER WITH THE
TRADEMARK REFLECTED ON SCHEDULE 2.1(L) HERETO (THE "TRADEMARK"), ARE THE ONLY
INTELLECTUAL PROPERTY REGISTERED WITH ANY GOVERNMENTAL AGENCY.
THE PATENTS AND
THE TRADEMARK HAVE BEEN REGISTERED AND OBTAINED IN ACCORDANCE WITH ALL
APPLICABLE LEGAL REQUIREMENTS.
THE COMPANY HAS TIMELY PAID ALL FILING,
EXAMINATION, ISSUANCE, POST REGISTRATION, AND MAINTENANCE FEES, ANNUITIES, AND
THE LIKE ASSOCIATED WITH THE PATENTS, THE TRADEMARK AND ANY OTHER INTELLECTUAL
PROPERTY THROUGH THE CLOSING DATE.
(VI)
LICENSES.
NEITHER THE SHAREHOLDERS NOR THE COMPANY HAS GRANTED TO
ANY OTHER PERSON ANY LICENSES, AGREEMENTS NOT TO SUE OR SIMILAR RIGHTS IN OR TO
ANY INTELLECTUAL PROPERTY.
(VII)
NO INFRINGEMENT.
TO THE SHAREHOLDERS' KNOWLEDGE, (A) NEITHER THE
SHAREHOLDERS NOR THE COMPANY HAS INFRINGED, MISAPPROPRIATED, OR CONFLICTED WITH
THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS IN CONNECTION WITH THE USE BY THE
COMPANY OF THE INTELLECTUAL PROPERTY OR OTHERWISE IN CONNECTION WITH THE
COMPANY'S OPERATION OF ITS BUSINESS, NOR HAS EITHER THE SHAREHOLDERS OR THE
COMPANY RECEIVED ANY NOTICE OF SUCH INFRINGEMENT, MISAPPROPRIATION, OR CONFLICT
WITH SUCH INTELLECTUAL PROPERTY RIGHTS OF OTHERS; (B) NONE OF THE INTELLECTUAL
PROPERTY OR THE PRODUCTS AND SERVICES ASSOCIATED THEREWITH, AS CURRENTLY
CONDUCTED OR PLANNED TO BE CONDUCTED, ARE SUBJECT TO OR HAVE BEEN SUBJECT TO ANY
PENDING OR THREATENED CHALLENGE OR CLAIM OR DEMAND OF INFRINGEMENT,
MISAPPROPRIATION, VIOLATION, DILUTION, OR UNAUTHORIZED USE, AND THERE IS NO
BASIS UPON WHICH ANY SUCH CLAIM COULD BE MADE; AND (C) NO THIRD PARTY IS
MISAPPROPRIATING, INFRINGING, DILUTING, OR VIOLATING ANY INTELLECTUAL PROPERTY.
NO INTELLECTUAL PROPERTY IS SUBJECT TO ANY OUTSTANDING ORDER, JUDGMENT, DECREE,
STIPULATION, OR