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
MATERIALLY COMPROMISING THE SECURITY, INTEGRITY OR OPERATIONS OF SUCH SYSTEMS OR
NETWORKS.
(XV)
THE INDIVIDUALS IDENTIFIED AS THE OUTSIDE COUNSEL INVOLVED IN THE
DEVELOPMENT OR PROSECUTION OF THE BUSINESS IP ON SCHEDULE 1SECTION 1(QQ)
REPRESENT THE OUTSIDE COUNSEL WHO HAVE PROVIDED ISIS OR IBIS STRATEGIC LEGAL AND
INTELLECTUAL PROPERTY ADVICE RELATED TO THE BUSINESS IP AND THE IBIS BUSINESS
DURING THE THREE (3) YEARS PRIOR TO THE CLOSING DATE.
26
(m)
Compliance with Other Instruments.
Neither Ibis nor, with respect to the
Business, Isis is in violation or default of any term of its charter documents,
each as amended, or of any provision of any Contract to which it is party or by
which the Business is bound or of any judgment, decree, order or writ.
(n)
Litigation.
There is no Claim pending or, to Isis' or Ibis' Knowledge,
threatened against Ibis or, with respect to the Business, Isis (or against any
Ibis or Isis employee