THE DATE HEREOF AS FOLLOWS:
(A)
ORGANIZATION.
KING (I) IS A CORPORATION DULY ORGANIZED, VALIDLY
EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE STATE OF TENNESSEE, AND
(II) HAS ALL NECESSARY CORPORATE POWER AND CORPORATE AUTHORITY TO OWN ITS
PROPERTIES AND TO CONDUCT ITS BUSINESS, AS CURRENTLY CONDUCTED.
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(B)
AUTHORIZATION.
THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND
THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY ARE WITHIN THE
CORPORATE POWER OF KING, HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE
PROCEEDINGS OF KING, AND THIS AGREEMENT HAS BEEN DULY EXECUTED AND DELIVERED BY
KING.
(C)
NO CONFLICT.
THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY DO NOT:
(I) CONFLICT WITH
OR RESULT IN A BREACH OF ANY PROVISION OF KING'S ORGANIZATIONAL DOCUMENTS;
(II) RESULT IN A MATERIAL BREACH OF ANY MATERIAL AGREEMENT TO WHICH KING IS
PARTY; (III) RESULT IN A VIOLATION OF ANY ORDER TO WHICH KING IS SUBJECT;
(IV) REQUIRE KING TO OBTAIN ANY MATERIAL APPROVAL OR CONSENT FROM ANY
GOVERNMENTAL AUTHORITY OR THIRD PARTY OTHER THAN THOSE CONSENTS AND APPROVALS
WHICH HAVE BEEN OBTAINED PRIOR TO THE DATE HEREOF; OR (V) VIOLATE ANY LEGAL
REQUIREMENT APPLICABLE TO KING IN ANY MATERIAL RESPECT.
(D)
ENFORCEABILITY.
THIS AGREEMENT CONSTITUTES THE VALID AND BINDING
OBLIGATION OF KING, ENFORCEABLE AGAINST KING IN ACCORDANCE WITH ITS TERMS,
SUBJECT TO BANKRUPTCY REORGANIZATION, INSOLVENCY AND OTHER SIMILAR LAWS
AFFECTING THE ENFORCEMENT OF CREDITORS' RIGHTS IN GENERAL AND TO GENERAL
PRINCIPLES OF EQUITY (REGARDLESS OF WHETHER CONSIDERED IN A PROCEEDING IN EQUITY
OR AN ACTION AT LAW).
(E)
BROKER.
KING HAS NOT EMPLOYED ANY BROKER OR FINDER WITH RESPECT
TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
(F)
KING TRADEMARKS.
TO THE KNOWLEDGE OF KING, THE USE OF THE KING
TRADEMARKS TO PROMOTE AND SELL PRODUCT IN THE TERRITORY IN ACCORDANCE WITH THIS
AGREEMENT WILL NOT INFRINGE ANY TRADEMARKS OR OTHER INTELLECTUAL PROPERTY RIGHTS
OF ANY THIRD PARTY.
(G)
LITIGATION.
THERE IS NO LITIGATION, ARBITRATION PROCEEDING,
GOVERNMENTAL INVESTIGATION, ACTION OR CLAIMS OF ANY KIND, PENDING OR, TO THE
KNOWLEDGE OF KING, THREATENED, BY OR AGAINST KING OR ANY OF ITS AFFILIATES
RELATING TO THE PRODUCT OR WHICH WOULD REASONABLY BE EXPECTED TO MATERIALLY
AFFECT KING'S ABILITY TO PERFORM ITS OBLIGATIONS HEREUNDER.
(H)
GENERIC DRUG ACT.
PURSUANT TO THE GENERIC DRUG ACT,
(I)
NONE OF KING, ITS AFFILIATES, OR ANY PERSON UNDER ITS DIRECTION
OR CONTROL IS CURRENTLY DEBARRED BY THE FDA UNDER THE GENERIC DRUG ACT;
(II)
NONE OF KING, ITS AFFILIATES, OR ANY PERSON UNDER ITS DIRECTION
OR CONTROL IS CURRENTLY USING OR WILL USE IN ANY CAPACITY IN CONNECTION WITH THE
PRODUCT ANY PERSON THAT IS DEBARRED BY FDA UNDER THE GENERIC DRUG ACT; AND
(III)
THERE HAVE BEEN NO CONVICTIONS OF KING, ITS AFFILIATES, OR ANY
PERSON UNDER ITS DIRECTION OR CONTROL FOR ANY OF THE TYPES OF CRIMES SET FORTH
IN THE GENERIC DRUG ACT WITHIN THE FIVE YEARS PRIOR TO THE EFFECTIVE DATE.
(I)
LEGAL REQUIREMENTS.
NONE OF KING,