INTERFERENCE PROCEEDINGS CHALLENGING THE COMPANY'S OR ITS
SUBSIDIARY'S RIGHTS IN OR TO OR THE VALIDITY OF THE SCOPE OF ANY OF THE
COMPANY'S OR ITS SUBSIDIARY'S PATENTS, PATENT APPLICATIONS OR PROPRIETARY
INFORMATION; NO OTHER ENTITY OR INDIVIDUAL HAS ANY RIGHT OR CLAIM IN ANY OF THE
COMPANY'S OR ITS SUBSIDIARY'S PATENTS, PATENT APPLICATIONS OR ANY PATENT TO BE
ISSUED THEREFROM BY VIRTUE OF ANY CONTRACT, LICENSE OR OTHER AGREEMENT ENTERED
INTO BETWEEN SUCH ENTITY OR INDIVIDUAL AND THE COMPANY OR BY ANY NON-CONTRACTUAL
OBLIGATION, OTHER THAN BY WRITTEN LICENSES GRANTED BY THE COMPANY; THE COMPANY
AND ITS SUBSIDIARY HAVE NOT RECEIVED ANY WRITTEN NOTICE OF ANY CLAIM CHALLENGING
THE RIGHTS OF THE COMPANY OR A SUBSIDIARY IN OR TO ANY INTELLECTUAL PROPERTY
OWNED, LICENSED OR OPTIONED BY THE COMPANY OR SUCH SUBSIDIARY WHICH CLAIM, IF
THE SUBJECT OF AN UNFAVORABLE DECISION WOULD RESULT IN AN MATERIAL ADVERSE
EFFECT.
11
(AA)
COMPLIANCE PROGRAM.
THE COMPANY HAS ESTABLISHED
AND ADMINISTERS A COMPLIANCE PROGRAM APPLICABLE TO THE COMPANY, TO ASSIST THE
COMPANY AND THE DIRECTORS, OFFICERS AND EMPLOYEES OF THE COMPANY IN COMPLYING
WITH APPLICABLE REGULATORY GUIDELINES.
(BB)
ENVIRONMENTAL LAWS.
EXCEPT AS SET FORTH IN THE
REGISTRATION STATEMENT OR THE PROSPECTUS, THE COMPANY AND ITS SUBSIDIARY (I) ARE
IN COMPLIANCE WITH ANY AND ALL APPLICABLE FEDERAL, STATE, LOCAL AND FOREIGN
LAWS, RULES, REGULATIONS, DECISIONS AND ORDERS RELATING TO THE PROTECTION OF
HUMAN HEALTH AND SAFETY, THE ENVIRONMENT OR HAZARDOUS OR TOXIC SUBSTANCES OR
WASTES, POLLUTANTS OR CONTAMINANTS (COLLECTIVELY, "ENVIRONMENTAL LAWS");
(II) HAVE RECEIVED AND ARE IN COMPLIANCE WITH ALL PERMITS, LICENSES OR OTHER
APPROVALS REQUIRED OF THEM UNDER APPLICABLE ENVIRONMENTAL LAWS TO CONDUCT THEIR
RESPECTIVE BUSINESSES AS DESCRIBED IN THE REGISTRATION STATEMENT AND THE
PROSPECTUS; AND (III) HAVE NOT RECEIVED NOTICE OF ANY ACTUAL OR POTENTIAL
LIABILITY FOR THE INVESTIGATION OR REMEDIATION OF ANY DISPOSAL OR RELEASE OF
HAZARDOUS OR TOXIC SUBSTANCES OR WASTES, POLLUTANTS OR CONTAMINANTS, EXCEPT, IN
THE CASE OF ANY OF CLAUSES (I), (II) OR (III) ABOVE, FOR ANY SUCH FAILURE TO
COMPLY OR FAILURE TO RECEIVE REQUIRED PERMITS, LICENSES, OTHER APPROVALS OR
LIABILITY AS WOULD NOT, INDIVIDUALLY OR IN THE AGGREGATE, REASONABLY BE EXPECTED
TO HAVE A MATERIAL ADVERSE EFFECT.
(CC)
DISCLOSURE CONTROLS.
THE COMPANY HAS
ESTABLISHED DISCLOSURE CONTROLS AND PROCEDURES (AS DEFINED IN EXCHANGE ACT
RULES 13A-15 AND 15D-15) FOR THE COMPANY AND DESIGNED SUCH DISCLOSURE CONTROLS
AND PROCEDURES TO ENSURE THAT MATERIAL INFORMATION RELATING TO THE COMPANY AND
ITS SUBSIDIARY IS MADE KNOWN TO THE CERTIFYING OFFICERS BY OTHERS WITHIN THOSE
ENTITIES, PARTICULARLY DURING THE PERIOD IN WHICH THE COMPANY'S ANNUAL REPORT ON
FORM 10-K OR QUARTERLY REPORT ON FORM 10-Q, AS THE CASE MAY BE, IS BEING
PREPARED.
THE COMPANY'S CERTIFYING OFFICERS HAVE EVALUATED THE EFFECTIVENESS OF
THE COMPANY'S CONTROLS AND PROCEDURES AS OF A DATE WITHIN 90 DAYS PRIOR TO THE
FILING DATE OF THE FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2009 (SUCH DATE,
THE "EVALUATION DATE").
THE COMPANY PRESENTED IN ITS FORM 10-K FOR THE YEAR
ENDED DECEMBER 31, 2009 THE