DAMAGE, DESTRUCTION OR LOSS, WHETHER OR NOT COVERED BY
INSURANCE, WHICH COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT
ON THE TRANSFERRED ASSETS OR THE BUSINESS;
(G)
ANY LABOR TROUBLE OR DISPUTE OR CLAIM OF UNFAIR LABOR PRACTICES
INVOLVING ANY SELLER ENTITY WITH RESPECT TO THE BUSINESS OR THE RELATED
MANUFACTURING OPERATION AT THE EXISTING FACILITY; ANY MATERIAL CHANGE, OR THE
OBTAINING OF INFORMATION CONCERNING A PROSPECTIVE CHANGE, WITH RESPECT TO THE
MANAGEMENT OF BUSINESS; ANY CHANGE IN THE COMPENSATION (IN THE FORM OF SALARIES,
WAGES, INCENTIVE ARRANGEMENTS OR OTHERWISE) PAYABLE OR TO BECOME PAYABLE BY ANY
SELLER ENTITY TO ANY OF ITS OFFICERS, EMPLOYEES, AGENTS OR INDEPENDENT
CONTRACTORS RENDERING SERVICES PRINCIPALLY RELATING TO THE BUSINESS, OR ANY
BONUS PAYMENT OR ARRANGEMENT MADE TO OR WITH ANY OF SUCH OFFICERS, EMPLOYEES,
AGENTS OR INDEPENDENT CONTRACTORS; ANY ENTERING INTO OR AMENDING OF ANY
EMPLOYMENT, DEFERRED COMPENSATION OR OTHER SIMILAR AGREEMENT (OR ANY AMENDMENT
TO ANY SUCH EXISTING AGREEMENT) WITH ANY OFFICER, DIRECTOR OR EMPLOYEE OF ANY
SELLER ENTITY RENDERING SERVICES PRINCIPALLY RELATING TO THE BUSINESS;
(H)
EXCEPT FOR EMPLOYEE TURNOVER IN THE ORDINARY COURSE OF BUSINESS,
ANY MATERIAL CHANGE IN THE PERSONNEL OR IN THE RESPONSIBILITIES OR REPORTING
RELATIONSHIPS OF THE EMPLOYEES (I) OF THE BUSINESS OR (II) WITH RESPECT TO THE
DEVELOPMENT AND MANUFACTURE OF LATERAL FLOW IMMUNOASSAY PRODUCTS AND RELATED
PRODUCTS AT THE EXISTING FACILITY;
(I)
ANY CHANGE IN THE MANNER OF KEEPING BOOKS, ACCOUNTS OR RECORDS,
ACCOUNTING METHODS OR PRACTICES, STANDARD COSTS, CREDIT PRACTICES OR COLLECTION
OR PRICING POLICIES USED BY THE BUSINESS;
(J)
ANY CHANGE IN ANY SELLER ENTITY'S BUSINESS RELATIONSHIP WITH ANY
MATERIAL SUPPLIER, CUSTOMER OR OTHER ENTITY HAVING BUSINESS RELATIONS WITH SUCH
SELLER ENTITY ARISING OUT OF, RELATING TO OR RESULTING FROM THE BUSINESS
INCLUDING ANY MATERIAL INCREASE OR NOTICE THEREOF IN THE COST OF RAW MATERIALS
OTHER THAN SUCH CHANGES WHICH HAVE ARISEN IN THE ORDINARY COURSE OF BUSINESS;
(K)
ANY OTHER TRANSACTION ENTERED INTO BY ANY SELLER ENTITY THAT IS
INDIVIDUALLY OR TAKEN TOGETHER WITH ALL SUCH OTHER TRANSACTIONS MATERIAL TO THE
BUSINESS OTHER THAN TRANSACTIONS IN THE ORDINARY COURSE OF BUSINESS;
(L)
ANY MATERIAL AGREEMENT OR UNDERSTANDING WHETHER IN WRITING OR
OTHERWISE, THAT WOULD RESULT IN ANY OF THE TRANSACTIONS OR EVENTS OR REQUIRE ANY
SELLER ENTITY TO TAKE ANY OF THE ACTIONS SPECIFIED IN PARAGRAPHS (A) THROUGH (K)
ABOVE.
3.9
Intellectual Property.
(A)
FOR PURPOSES OF THIS AGREEMENT,
21
(I)
"ACON INTELLECTUAL PROPERTY ASSETS" MEANS, COLLECTIVELY, THE
ASSIGNED ACON INTELLECTUAL PROPERTY ASSETS AND THE RETAINED ACON INTELLECTUAL
PROPERTY ASSETS. "ACON INTELLECTUAL PROPERTY ASSETS" INCLUDES, WITHOUT
LIMITATION, THE ACON PATENTS, ACON MARKS, ACON COPYRIGHTS AND ACON TRADE
SECRETS.
(II)
"ASSIGNED ACON INTELLECTUAL PROPERTY ASSETS" MEANS ALL
INTELLECTUAL PROPERTY ASSETS OWNED BY OR PURPORTED TO BE OWNED BY ANY OR ALL OF
THE SELLER ENTITIES AND USED EXCLUSIVELY IN THE BUSINESS.
(III)
"RETAINED ACON INTELLECTUAL PROPERTY ASSETS" MEANS ALL
INTELLECTUAL PROPERTY ASSETS OWNED BY, PURPORTED TO BE OWNED BY AND/OR LICENSED
TO ANY OR ALL OF THE SELLER ENTITIES AND