THE TERMS OF
THE PLAN AS AMENDED FOR SUCH CHANGES IN LAW.
(IX)
NONE OF THE PLANS OBLIGATES ISIS OR IBIS EITHER (A) TO PAY ANY
SEPARATION, SEVERANCE, TERMINATION OR SIMILAR BENEFIT TO IBIS EMPLOYEES OR
(B) TO MAKE AN EXCESS PARACHUTE PAYMENT WITHIN THE MEANING OF CODE SECTION 280G.
(X)
NO PLAN PROVIDES BENEFITS, INCLUDING WITHOUT LIMITATION DEATH OR
MEDICAL BENEFITS (WHETHER OR NOT INSURED), WITH RESPECT TO CURRENT OR FORMER
EMPLOYEES OF IBIS AFTER RETIREMENT OR OTHER TERMINATION OF SERVICE (OTHER THAN
(A) COVERAGE MANDATED BY ANY APPLICABLE LAW, (B) DEATH BENEFITS OR RETIREMENT
BENEFITS
29
UNDER ANY EMPLOYEE PENSION BENEFIT PLAN OR (C) BENEFITS, THE FULL DIRECT COST OF
WHICH ARE BORNE BY THE CURRENT OR FORMER EMPLOYEE (OR BENEFICIARY THEREOF)).
(XI)
TO ISIS' OR IBIS' KNOWLEDGE, OTHER THAN AS PROVIDED UNDER THE
TERMS OF THE PLANS, NEITHER IBIS NOR ISIS HAS MADE ANY REPRESENTATION OR
COMMITMENT TO, OR ENTERED INTO ANY FORMAL OR INFORMAL UNDERSTANDING WITH, ANY
IBIS EMPLOYEE WITH RESPECT TO COMPENSATION, BENEFITS, OR TERMS OF EMPLOYMENT TO
BE PROVIDED BY AMI OR IBIS OR ANY OF THEIR RESPECTIVE AFFILIATES AT OR
SUBSEQUENT TO THE CLOSING.
(XII)
EXCEPT FOR THE BONUS ARRANGEMENT, IBIS NEITHER SPONSORS NOR
MAINTAINS NOR HAS ANY LIABILITY FOR (A) ANY OF THE PLANS OR (B) ANY OTHER
EMPLOYEE BENEFIT PLANS OR ARRANGEMENTS.
(XIII)
ALL CONTRIBUTIONS, PREMIUMS OR PAYMENTS UNDER OR WITH RESPECT TO
EACH PLAN WHICH ARE OR WERE DUE HAVE BEEN PAID.
(Q)
COMPLIANCE WITH LAWS; LICENSES.
(I)
IBIS, THE BUSINESS AND, WITH RESPECT TO THE BUSINESS, ISIS ARE
NOT IN MATERIAL VIOLATION OF ANY LAW. IBIS, THE BUSINESS, AND, WITH RESPECT TO
THE BUSINESS, ISIS AND IBIS' AND ISIS' REPRESENTATIVES HAVE COMPLIED WITH, AND
ARE IN MATERIAL COMPLIANCE WITH, ALL APPLICABLE LAWS, INCLUDING, WITHOUT
LIMITATION, THE FEDERAL FOOD, DRUG, AND COSMETIC ACT, AS AMENDED AND REGULATIONS
PROMULGATED THEREUNDER, AND ALL U.S. FOOD AND DRUG ADMINISTRATION ("FDA") OR ITS
FOREIGN EQUIVALENT REGULATIONS GOVERNING, AMONG OTHER THINGS, THE PROTECTION OF
HUMAN SUBJECTS AND REGULATIONS GOVERNING CLINICAL INVESTIGATORS. NO GOVERNMENTAL
ORDERS, PERMISSIONS, CONSENTS, APPROVALS OR AUTHORIZATIONS ARE REQUIRED TO BE
OBTAINED AND NO REGISTRATIONS OR DECLARATIONS ARE REQUIRED TO BE FILED IN
CONNECTION WITH THE EXECUTION AND DELIVERY OF THE TRANSACTION DOCUMENTS OR THE
TRANSFER OF THE REMAINING SHARES.
(II)
IBIS HOLDS ALL LICENSES NECESSARY FOR THE OPERATION OR CONDUCT OF
THE BUSINESS (INCLUDING PURSUANT TO ENVIRONMENTAL LAWS). SCHEDULE
5.1(Q)(II) SETS FORTH A LIST OF ALL LICENSES MATERIAL TO THE BUSINESS (THE
"MATERIAL LICENSES"). IBIS IS AND HAS BEEN IN COMPLIANCE WITH ALL TERMS AND
CONDITIONS OF SUCH MATERIAL LICENSES AND ALL MATERIAL LICENSES MAY BE RELIED
UPON BY IBIS IMMEDIATELY FOLLOWING THE CLOSING FOR THE LAWFUL OPERATION OF THE
BUSINESS AS CONDUCTED ON AND PRIOR TO THE DATE HEREOF. EACH MATERIAL LICENSE IS
VALID, BINDING AND IN FULL FORCE AND EFFECT AND IBIS AND THE BUSINESS HAVE
COMPLIED IN ALL MATERIAL RESPECTS WITH ALL REQUIREMENTS OF AND ARE NOT IN
DEFAULT UNDER ANY MATERIAL LICENSE AND HAVE NOT RECEIVED WRITTEN