BY, OR SUBJECT TO, ANY NON-COMPETE OR OTHER MATERIAL RESTRICTION ON THE
OPERATION OR SCOPE OF THEIR RESPECTIVE BUSINESSES AS A RESULT OF ANY ENCUMBRANCE
OR CONTRACT TO WHICH ISIS, IBIS OR ANY OF THEIR AFFILIATES IS A PARTY OR BOUND
BY, (C) OTHER THAN AS CONTEMPLATED BY THE ACQUISITION AGREEMENT, IBIS, AMI OR
ANY OF THEIR RESPECTIVE AFFILIATES BEING OBLIGATED TO PAY ANY ROYALTIES OR OTHER
MATERIAL AMOUNTS, TO INCREASE OR ACCELERATE ANY ROYALTY OR PAYMENT OBLIGATION,
OR TO OFFER ANY DISCOUNTS, TO ANY PERSON AS A RESULT OF ANY ENCUMBRANCE OR
CONTRACT TO WHICH ISIS, IBIS OR ANY OF THEIR AFFILIATES IS A PARTY OR BOUND BY,
OR (D) ANY ADVERSE EFFECT ON IBIS' RIGHT, TITLE OR INTEREST IN AND TO ANY OF THE
BUSINESS IP.
(XIII)
ALL COMPONENTS OF THE CURRENT VERSION OF THE T5000 BIOSENSOR
SYSTEM PERFORM IN ALL MATERIAL RESPECTS IN ACCORDANCE WITH THEIR CURRENTLY
ADVERTISED, DISPLAYED, DISTRIBUTED OR PUBLISHED SPECIFICATIONS. ALL SERVICES
THAT HAVE BEEN PERFORMED IN THE CONDUCT OF THE BUSINESS WERE PERFORMED IN
MATERIAL CONFORMITY WITH THE TERMS AND REQUIREMENTS OF THE RELATED CONTRACTS AND
ALL APPLICABLE LAWS. ALL SOFTWARE INCLUDED IN THE BUSINESS IP IS FREE OF ANY
DISABLING CODES OR INSTRUCTIONS, TIMER, COPY PROTECTION DEVICE, CLOCK, COUNTER
OR OTHER LIMITING DESIGN OR ROUTING AND ANY "BACK DOOR," "TIME BOMB," "TROJAN
HORSE," "WORM," "DROP DEAD DEVICE," "VIRUS" OR OTHER SIMILAR DISABLING CODES,
SOFTWARE ROUTINES OR HARDWARE COMPONENTS. NO OPEN SOURCE, PUBLIC SOURCE OR OTHER
SOFTWARE THAT IS LICENSED PURSUANT TO A LICENSE THAT PURPORTS TO REQUIRE THE
DISTRIBUTION OF, OR ACCESS TO, SOURCE CODE OR PURPORTS TO RESTRICT ONE'S ABILITY
TO CHARGE FOR DISTRIBUTION OF SOFTWARE (INCLUDING, WITHOUT LIMITATION, ANY
VERSION OF ANY SOFTWARE LICENSED PURSUANT TO ANY GNU GENERAL PUBLIC LICENSE OR
LIMITED GENERAL PUBLIC LICENSE OR OTHER SOFTWARE), WAS USED IN, INCORPORATED
INTO, INTEGRATED OR BUNDLED WITH ANY SOFTWARE THAT HAS BEEN USED IN THE T5000
BIOSENSOR SYSTEM OR ANY OTHER PRODUCT THAT HAS BEEN DISTRIBUTED OR IS CURRENTLY
DISTRIBUTED. IBIS DOES NOT HAVE ANY PLANS TO INCLUDE ANY SUCH SOFTWARE IN ANY
SUCH SYSTEM OR PRODUCT. THE SOURCE CODE FOR ALL SOFTWARE INCLUDED IN THE
BUSINESS IP IS SUFFICIENTLY DOCUMENTED SUCH THAT A SOFTWARE PROGRAMMER OF
ORDINARY SKILL WOULD BE ABLE TO MAINTAIN AND MODIFY SUCH SOURCE CODE USING
REASONABLE EFFORTS.
(XIV)
WITHOUT LIMITING ANY OTHER REPRESENTATION OR WARRANTY HEREIN, THE
COMPUTER AND OTHER INFORMATION TECHNOLOGY SYSTEMS AND NETWORKS OWNED OR
CONTRACTED FOR BY IBIS HAVE BEEN MAINTAINED IN ACCORDANCE WITH NORMAL INDUSTRY
PRACTICE, ARE IN GOOD OPERATING CONDITION AND REPAIR (EXCEPT FOR ORDINARY WEAR
AND TEAR) AND ARE SUFFICIENT FOR THE OPERATION OF THE BUSINESS. EACH OF IBIS AND
ISIS HAS TAKEN ALL REASONABLY NECESSARY ACTION TO SAFEGUARD THE COMPUTER AND
OTHER INFORMATION TECHNOLOGY SYSTEMS AND NETWORKS USED IN THE OPERATION OF THE
BUSINESS AND THERE HAS BEEN NO UNAUTHORIZED INTRUSIONS OR BREACHES OF THE
SECURITY OF THE COMPUTER AND OTHER INFORMATION TECHNOLOGY SYSTEMS AND NETWORKS
USED IN THE BUSINESS THAT HAVE MATERIALLY COMPROMISED OR ARE CURRENTLY