HAS NOT RECEIVED
WRITTEN NOTICE OF ANY PENDING CONFLICT WITH OR INFRINGEMENT UPON INTELLECTUAL
PROPERTY RIGHTS OF ANY OTHER PERSON.
EXCEPT AS SPECIFICALLY DISCLOSED IN THE
2002 FORM 10-K, THE COMPANY HAS NOT ENTERED INTO ANY CONSENT AGREEMENT,
INDEMNIFICATION AGREEMENT, FORBEARANCE TO SUE OR SETTLEMENT AGREEMENT WITH
RESPECT TO THE VALIDITY OF THE COMPANY'S OWNERSHIP OR RIGHT TO USE THE
INTANGIBLES AND, TO THE KNOWLEDGE OF THE COMPANY, THERE IS NO REASONABLE BASIS
FOR ANY SUCH CLAIM TO BE SUCCESSFUL.
THE INTANGIBLES ARE VALID AND ENFORCEABLE
AND NO REGISTRATION RELATING THERETO HAS LAPSED, EXPIRED OR BEEN ABANDONED OR
CANCELED OR IS THE SUBJECT OF CANCELLATION OR OTHER ADVERSARIAL PROCEEDINGS, AND
ALL APPLICATIONS THEREFOR ARE PENDING AND IN GOOD STANDING.
THE COMPANY HAS
COMPLIED, IN ALL MATERIAL RESPECTS, WITH ITS CONTRACTUAL OBLIGATIONS RELATING TO
THE PROTECTION OF THE INTANGIBLES USED PURSUANT TO LICENSES.
TO THE KNOWLEDGE
OF THE COMPANY, NO PERSON, NOR SUCH PERSON'S BUSINESS OR OPERATIONS, IS
INFRINGING ON OR VIOLATING THE INTANGIBLES.
THE COMPANY HAS MADE ALL REQUIRED
FILINGS, IF ANY, TO RECORD ITS INTERESTS IN THE INTANGIBLES AND TAKEN REASONABLE
ACTIONS TO PROTECT ITS RIGHT IN THE INTANGIBLES.
ALL EMPLOYEES AND CONSULTANTS
OF THE COMPANY HAVE SIGNED A CONFIDENTIALITY AND ASSIGNMENT OF INVENTIONS
AGREEMENT IN A FORM PREVIOUSLY MADE AVAILABLE TO THE PURCHASERS, AND, TO THE
KNOWLEDGE OF THE COMPANY, EACH SUCH AGREEMENT IS THE LEGAL, BINDING AND
ENFORCEABLE OBLIGATION OF SUCH EMPLOYEE OR CONSULTANT, EXCEPT AS MAY BE LIMITED
BY BANKRUPTCY, INSOLVENCY, REORGANIZATION OR MORATORIUM LAWS OR OTHER SIMILAR
LAWS AFFECTING
9
creditors' rights generally or by judicial limitations on the right to specific
performance or other equitable remedies.
All proprietary technical information
developed by and belonging to the Company which has not been patented has been
kept confidential.
(K)
FOREIGN CORRUPT PRACTICES. THE COMPANY HAS NOT, AND TO THE
KNOWLEDGE OF THE COMPANY, NO DIRECTOR, OFFICER, AGENT, EMPLOYEE OR OTHER PERSON
ACTING ON BEHALF OF THE COMPANY HAS, IN THE COURSE OF HIS ACTIONS FOR, OR ON
BEHALF OF, THE COMPANY, USED ANY CORPORATE FUNDS FOR ANY UNLAWFUL CONTRIBUTION,
GIFT, ENTERTAINMENT OR OTHER UNLAWFUL EXPENSES RELATING TO POLITICAL ACTIVITY;
MADE ANY DIRECT OR INDIRECT UNLAWFUL PAYMENT TO ANY FOREIGN OR DOMESTIC
GOVERNMENT OFFICIAL OR EMPLOYEE FROM CORPORATE FUNDS; VIOLATED OR IS IN
VIOLATION OF ANY PROVISION OF THE U.S. FOREIGN CORRUPT PRACTICES ACT OF 1977; OR
MADE ANY BRIBE, REBATE, PAYOFF, INFLUENCE PAYMENT, KICKBACK OR OTHER UNLAWFUL
PAYMENT TO ANY FOREIGN OR DOMESTIC GOVERNMENT OFFICIAL OR EMPLOYEE.
(L)
DISCLOSURE.
ALL INFORMATION RELATING TO OR CONCERNING THE
COMPANY SET FORTH IN THIS AGREEMENT OR PROVIDED TO THE PURCHASERS IN CONNECTION
WITH THE TRANSACTIONS CONTEMPLATED HEREBY IS TRUE AND CORRECT IN ALL MATERIAL
RESPECTS AND THE COMPANY HAS NOT OMITTED TO STATE ANY MATERIAL FACT NECESSARY IN
ORDER TO MAKE THE STATEMENTS MADE HEREIN OR THEREIN, IN LIGHT OF THE
CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING.
NO EVENT OR
CIRCUMSTANCE HAS OCCURRED OR EXISTS WITH RESPECT TO THE COMPANY OR ITS BUSINESS,
PROPERTIES, OPERATIONS OR