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.
(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.
19
(XV)
THE INDIVIDUALS IDENTIFIED AS THE OUTSIDE COUNSEL INVOLVED IN THE
DEVELOPMENT OR PROSECUTION OF THE BUSINESS IP ON SCHEDULE 1(OO) 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 DATE HEREOF.
(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 (in their capacity as such)), at Law or in equity, or
before or by any Governmental Authority, and to Isis' or Ibis' Knowledge, there
is no reasonable basis for any of the foregoing.
Neither Ibis nor, with respect
to the Business, Isis is subject to any outstanding order, judgment, or decree
issued by any Governmental Authority or any arbitrator.