PATENT APPLICATIONS, TRADEMARKS, TRADEMARK
APPLICATIONS, SERVICE MARKS, TRADE NAMES, TRADE SECRETS, INVENTIONS, COPYRIGHTS,
LICENSES AND OTHER INTELLECTUAL PROPERTY RIGHTS AND SIMILAR RIGHTS NECESSARY OR
MATERIAL FOR USE IN CONNECTION WITH THEIR RESPECTIVE BUSINESSES AS DESCRIBED IN
THE SEC REPORTS AND WHICH THE FAILURE TO SO HAVE COULD HAVE A MATERIAL ADVERSE
EFFECT (COLLECTIVELY, THE "INTELLECTUAL PROPERTY RIGHTS").
NONE OF, AND NEITHER
THE COMPANY NOR ANY SUBSIDIARY HAS RECEIVED A NOTICE (WRITTEN OR OTHERWISE) THAT
ANY OF, THE INTELLECTUAL PROPERTY RIGHTS 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.
NEITHER THE COMPANY NOR ANY
SUBSIDIARY HAS RECEIVED, SINCE THE DATE OF THE LATEST AUDITED FINANCIAL
STATEMENTS INCLUDED WITHIN THE SEC REPORTS, A WRITTEN NOTICE OF A CLAIM OR
OTHERWISE HAS ANY KNOWLEDGE THAT THE INTELLECTUAL PROPERTY RIGHTS VIOLATE OR
INFRINGE UPON THE RIGHTS OF ANY PERSON, EXCEPT AS WOULD NOT HAVE A MATERIAL
ADVERSE EFFECT.
TO THE KNOWLEDGE OF THE COMPANY, ALL SUCH INTELLECTUAL PROPERTY
RIGHTS ARE ENFORCEABLE AND THERE IS NO EXISTING INFRINGEMENT BY ANOTHER PERSON
OF ANY OF THE INTELLECTUAL PROPERTY RIGHTS.
THE COMPANY AND ITS SUBSIDIARIES
HAVE TAKEN REASONABLE SECURITY MEASURES TO PROTECT THE SECRECY, CONFIDENTIALITY
AND VALUE OF ALL OF THEIR INTELLECTUAL PROPERTIES, EXCEPT WHERE FAILURE TO DO SO
COULD NOT, INDIVIDUALLY OR IN THE AGGREGATE, REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT.
(P)
INSURANCE.
THE COMPANY AND THE SUBSIDIARIES ARE INSURED BY
INSURERS OF RECOGNIZED FINANCIAL RESPONSIBILITY AGAINST SUCH LOSSES AND RISKS
AND IN SUCH AMOUNTS AS ARE PRUDENT AND CUSTOMARY IN THE BUSINESSES IN WHICH THE
COMPANY AND THE SUBSIDIARIES ARE ENGAGED.
NEITHER THE COMPANY NOR ANY
SUBSIDIARY HAS ANY REASON TO BELIEVE THAT IT WILL NOT BE ABLE TO RENEW ITS
EXISTING INSURANCE COVERAGE AS AND WHEN SUCH COVERAGE EXPIRES OR TO OBTAIN
SIMILAR COVERAGE FROM SIMILAR INSURERS AS MAY BE NECESSARY TO CONTINUE ITS
BUSINESS WITHOUT A SIGNIFICANT INCREASE IN COST.
(Q)
TRANSACTIONS WITH AFFILIATES AND EMPLOYEES.
EXCEPT AS SET FORTH
IN THE SEC REPORTS, NONE OF THE OFFICERS OR DIRECTORS OF THE COMPANY AND, TO THE
KNOWLEDGE OF THE COMPANY, NONE OF THE EMPLOYEES OF THE COMPANY IS PRESENTLY A
PARTY TO ANY TRANSACTION WITH THE COMPANY OR ANY SUBSIDIARY (OTHER THAN FOR
SERVICES AS EMPLOYEES, OFFICERS AND DIRECTORS), INCLUDING ANY CONTRACT,
AGREEMENT OR OTHER ARRANGEMENT PROVIDING FOR THE FURNISHING OF SERVICES TO OR
BY, PROVIDING FOR RENTAL OF REAL OR PERSONAL PROPERTY TO OR FROM, OR OTHERWISE
REQUIRING PAYMENTS TO OR FROM ANY OFFICER, DIRECTOR OR SUCH EMPLOYEE OR, TO THE
KNOWLEDGE OF THE COMPANY, ANY ENTITY IN WHICH ANY OFFICER, DIRECTOR, OR ANY SUCH
EMPLOYEE HAS A SUBSTANTIAL INTEREST OR IS AN OFFICER, DIRECTOR, TRUSTEE OR
PARTNER, IN EACH CASE IN EXCESS OF $120,000 OTHER THAN FOR (I) PAYMENT OF SALARY
OR CONSULTING FEES FOR SERVICES RENDERED, (II) REIMBURSEMENT FOR EXPENSES
INCURRED ON BEHALF
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OF THE COMPANY AND (III) OTHER EMPLOYEE BENEFITS, INCLUDING STOCK OPTION
AGREEMENTS UNDER ANY