PATENT NO.
6,534,676 B2, ISSUED MARCH 18, 2003 AND UNITED STATES PATENT APPLICATION SERIAL
NUMBER 10/368,755, FILED FEBRUARY 18, 2003 (THE "UA LICENSE") PREVIOUSLY
DELIVERED TO TITAN;
(B)
CONSULTING AGREEMENT DATED JULY 22, 2003
BETWEEN EUGENE MORKIN, M.D. AND DTI PREVIOUSLY DELIVERED TO TITAN;
4
(C)
CONSULTING AGREEMENT DATED JULY 29, 2003
BETWEEN STEVEN GOLDMAN, M.D. AND DTI PREVIOUSLY DELIVERED TO TITAN;
(D)
INVENTORY OF THE TANGIBLE ASSETS OWNED BY
DTI AND SPECIFICALLY LISTED IN THE SCHEDULE OF ASSETS ATTACHED HERETO AS EXHIBIT
B; AND
(E)
SCIENTIFIC ADVISORY BOARD AGREEMENT DATED
SEPTEMBER 4, 2003 BETWEEN JAY N. COHN AND DTI PREVIOUSLY DELIVERED TO TITAN.
2.2.
ORGANIZATION; QUALIFICATION.
DTI IS A
CORPORATION DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS
OF THE STATE OF DELAWARE WITH FULL CORPORATE POWER AND AUTHORITY TO OWN ALL OF
ITS PROPERTIES AND ASSETS AND CARRY ON ITS BUSINESS AS IT IS CURRENTLY BEING
CONDUCTED. DTI IS DULY QUALIFIED TO DO BUSINESS AND IS IN GOOD STANDING IN EACH
JURISDICTION IN WHICH THE NATURE OF THE BUSINESS CONDUCTED BY IT OR THE PROPERTY
IT OWNS, LEASES OR OPERATES REQUIRES IT TO SO QUALIFY, EXCEPT WHERE THE FAILURE
TO BE SO QUALIFIED OR IN GOOD STANDING IN SUCH JURISDICTION WOULD NOT HAVE A
MATERIAL ADVERSE EFFECT ON DTI. AS USED IN THIS AGREEMENT, "MATERIAL ADVERSE
EFFECT," WITH RESPECT TO DTI OR TITAN, MEANS A MATERIAL ADVERSE EFFECT ON THE
BUSINESS, PROPERTIES, ASSETS, OPERATIONS, CONDITION (FINANCIAL OR OTHERWISE) OF
SUCH ENTITY TAKEN AS A WHOLE, OR ON THE AUTHORITY OR ABILITY OF DTI OR TITAN, AS
THE CASE MAY BE, TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT. COMPLETE AND
CORRECT COPIES OF THE CERTIFICATE OF INCORPORATION AND BY-LAWS OF DTI AS
CURRENTLY IN EFFECT HAVE BEEN DELIVERED TO TITAN.
DTI HAS NO SUBSIDIARIES.
DTI HAS NOT ASSUMED BY MERGER, CONTRACT, ASSIGNMENT OR ASSUMPTION ANY LIABILITY
OF ANY OTHER PERSON.
2.3.
AUTHORIZATION.
DTI AND EACH FOUNDER HAVE ALL
REQUISITE POWER AND AUTHORITY, CORPORATE OR OTHERWISE, TO EXECUTE AND DELIVER
THIS AGREEMENT AND TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY.
THE
EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED HEREBY BY DTI HAVE BEEN DULY AUTHORIZED BY THE BOARD
OF DIRECTORS OF DTI AND ALL OF THE DTI STOCKHOLDERS AND NO OTHER PROCEEDINGS ON
THE PART OF DTI ARE NECESSARY WITH RESPECT THERETO.
ASSUMING THAT TITAN HAS
DULY AUTHORIZED THE EXECUTION AND DELIVERY OF THIS AGREEMENT, THIS AGREEMENT
CONSTITUTES THE LEGAL, VALID AND BINDING OBLIGATION OF DTI AND THE FOUNDERS,
ENFORCEABLE IN ACCORDANCE WITH ITS TERMS, EXCEPT AS ENFORCEABILITY MAY BE
LIMITED BY (A) ANY APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM
OR SIMILAR LAW AFFECTING CREDITORS' RIGHTS GENERALLY OR (B) GENERAL PRINCIPLES
OF EQUITY, WHETHER CONSIDERED IN A PROCEEDING IN EQUITY OR AT LAW.
2.4.
CONSENTS AND APPROVALS.
EXCEPT FOR THE FILING
OF THE CERTIFICATE OF MERGER WITH THE SECRETARY OF STATE OF THE STATE OF
DELAWARE, NEITHER DTI NOR EITHER FOUNDER IS REQUIRED TO OBTAIN ANY MATERIAL
PERMIT, MAKE ANY FILING WITH,