PROMULGATED THEREUNDER APPLICABLE TO THE
SEC DOCUMENTS, AND NONE OF THE SEC DOCUMENTS, AT THE TIME THEY WERE FILED WITH
THE SEC, CONTAINED ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMITTED TO STATE A
MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY IN ORDER TO MAKE THE
STATEMENTS THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE,
NOT MISLEADING.
THE FINANCIAL
3
STATEMENTS HAVE BEEN PREPARED IN ACCORDANCE WITH ACCOUNTING PRINCIPLES GENERALLY
ACCEPTED IN THE UNITED STATES, CONSISTENTLY APPLIED, DURING THE PERIODS INVOLVED
(EXCEPT (I) AS MAY BE OTHERWISE INDICATED IN THE FINANCIAL STATEMENTS OR THE
NOTES THERETO, OR (II) IN THE CASE OF UNAUDITED INTERIM STATEMENTS, TO THE
EXTENT THEY MAY NOT INCLUDE FOOTNOTES, MAY BE CONDENSED OR SUMMARY STATEMENTS OR
MAY CONFORM TO THE SEC'S RULES AND INSTRUCTIONS FOR REPORTS ON FORM 10-Q) AND
FAIRLY PRESENT IN ALL MATERIAL RESPECTS THE CONSOLIDATED FINANCIAL POSITION OF
THE COMPANY AS OF THE DATES THEREOF AND THE CONSOLIDATED RESULTS OF ITS
OPERATIONS AND CASH FLOWS FOR THE PERIODS THEN ENDED (SUBJECT, IN THE CASE OF
UNAUDITED STATEMENTS, TO NORMAL AND RECURRING YEAR-END AUDIT ADJUSTMENTS).
ALL
MATERIAL AGREEMENTS THAT WERE REQUIRED TO BE FILED AS EXHIBITS TO THE SEC
DOCUMENTS UNDER ITEM 601 OF REGULATION S-K (COLLECTIVELY, THE "MATERIAL
AGREEMENTS") TO WHICH THE COMPANY OR ITS SUBSIDIARY ARE A PARTY, OR THE PROPERTY
OR ASSETS OF THE COMPANY OR ITS SUBSIDIARY ARE SUBJECT, HAVE BEEN FILED AS
EXHIBITS TO THE SEC DOCUMENTS.
EACH OF THE COMPANY AND ITS SUBSIDIARY IS NOT IN
BREACH OF OR DEFAULT UNDER ANY OF THE MATERIAL AGREEMENTS TO WHICH IT IS A
PARTY, AND TO THE COMPANY'S KNOWLEDGE, NO OTHER PARTY TO A MATERIAL AGREEMENT IS
IN BREACH OF OR DEFAULT UNDER SUCH MATERIAL AGREEMENT, EXCEPT IN EACH CASE, FOR
SUCH BREACHES OR DEFAULTS AS WOULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT.
NEITHER THE COMPANY NOR ITS SUBSIDIARY HAS RECEIVED A NOTICE OF
TERMINATION OF ANY OF THE MATERIAL AGREEMENTS.
SECTION 2.7
ABSENCE OF LITIGATION.
AS OF THE DATE HEREOF, THERE IS
NO ACTION, SUIT, PROCEEDING OR INVESTIGATION BEFORE OR BY ANY COURT, PUBLIC
BOARD, GOVERNMENT AGENCY, SELF-REGULATORY ORGANIZATION OR BODY PENDING OR, TO
THE COMPANY'S KNOWLEDGE, THREATENED AGAINST THE COMPANY OR ITS SUBSIDIARY
THAT
IF DETERMINED ADVERSELY WOULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT.
THERE HAS NOT BEEN, AND TO THE KNOWLEDGE OF THE COMPANY, THERE IS NOT
PENDING, ANY INVESTIGATION BY THE SEC INVOLVING THE COMPANY OR ANY CURRENT OR
FORMER DIRECTOR OR OFFICER OF THE COMPANY.
THE COMPANY HAS NOT RECEIVED ANY
STOP ORDER OR OTHER ORDER SUSPENDING THE EFFECTIVENESS OF ANY REGISTRATION
STATEMENT FILED BY THE COMPANY UNDER THE EXCHANGE ACT OR THE SECURITIES ACT AND,
TO THE COMPANY'S KNOWLEDGE, THE SEC HAS NOT ISSUED ANY SUCH ORDER.
SECTION 2.8
INTELLECTUAL PROPERTY RIGHTS.
TO THE COMPANY'S
KNOWLEDGE, EACH OF THE COMPANY AND ITS SUBSIDIARY OWNS OR POSSESSES LICENSES OR
SUFFICIENT RIGHTS TO USE ALL PATENTS, PATENT APPLICATIONS, PATENT RIGHTS,
INVENTIONS, KNOW-HOW,