1001.952(H)).
(H)
NO SELLER OR AFFILIATE HAS ESTABLISHED ANY REIMBURSEMENT SUPPORT
PROGRAM, SUCH THAT PAYMENT FOR ANY PRODUCT IS CONTINGENT UPON A PURCHASER'S
RECEIPT OF PAYMENT FROM A THIRD PARTY PAYER.
NO SELLER OR AFFILIATE FURNISHES
ANY COVERAGE, CODING, OR BILLING ADVICE TO ANY HEALTH CARE PROFESSIONALS
REGARDING OFF-LABEL INDICATIONS OF ANY PRODUCT.
(I)
EACH SELLER AND EACH AFFILIATE THAT SELLS ANY PRODUCT HAS
IMPLEMENTED A COMPLIANCE PLAN, PURSUANT TO WHICH TRAINING IS FURNISHED TO ALL
MEMBERS OF SUCH SELLER'S OR AFFILIATE'S SALES FORCE AND OTHER PERSONNEL WHO HAVE
MATERIAL CONTACT WITH HEALTH CARE PROFESSIONALS ON BEHALF OF SELLERS OR THEIR
AFFILIATES.
(J)
TO THE KNOWLEDGE OF SELLERS, THERE IS NO PENDING PROPOSED OR
FINAL MEDICARE NATIONAL OR LOCAL COVERAGE DETERMINATION THAT, IF FINALIZED,
WOULD RESTRICT COVERAGE FOR ANY OF THE PRODUCTS.
2.9
TITLE TO PROPERTIES.
(A)
SELLERS COLLECTIVELY HAVE GOOD, VALID, AND MARKETABLE TITLE TO, OR
OWN, THE TRANSFERRED ASSETS.
NONE OF THE TRANSFERRED ASSETS ARE SUBJECT TO ANY
ENCUMBRANCES EXCEPT:
(1) MECHANICS, CARRIERS, WORKERS, REPAIRS AND OTHER
SIMILAR LIENS OR ENCUMBRANCES ARISING OR INCURRED IN THE ORDINARY COURSE OF
BUSINESS WHICH ARE NOT MATERIAL IN AGGREGATE AMOUNT AND WHICH DO NOT MATERIALLY
ADVERSELY AFFECT THE VALUE OR IMPAIR THE USE OF THE PROPERTY SUBJECT THERETO,
AND (2) ENCUMBRANCES FOR TAXES THAT ARE NOT YET DUE AND PAYABLE ("PERMITTED
ENCUMBRANCES").
(B)
SUBJECT TO OBTAINING THE CONSENTS SET FORTH IN SECTION 2.3 OF THE
DISCLOSURE SCHEDULE:
(I) SELLERS HAVE COMPLETE AND UNRESTRICTED POWER AND THE
UNQUALIFIED RIGHT TO SELL, TRANSFER, CONVEY, ASSIGN, AND DELIVER TO BUYERS; AND
(II) ASSUMING BUYERS ARE BONA FIDE PURCHASERS, BUYERS SHALL HEREBY ACQUIRE,
GOOD, VALID AND MARKETABLE TITLE TO, OR OWNERSHIP OF, THE TRANSFERRED ASSETS
FREE AND CLEAR OF ALL ENCUMBRANCES OTHER THAN PERMITTED ENCUMBRANCES.
EXCEPT AS
SET FORTH IN SECTION 2.9(B) OF THE DISCLOSURE SCHEDULE AND EXCEPT FOR MATTERS
COVERED BY SECTION 2.11, THE TRANSFERRED ASSETS, TOGETHER WITH (X) ASSETS,
RIGHTS OR SERVICES TO BE PROVIDED TO BUYERS PURSUANT TO THE ANCILLARY
AGREEMENTS, AND (Y) ASSETS (INCLUDING RECORDS, DATA AND FILES), RIGHTS OR
SERVICES USED IN CONNECTION WITH THE FINANCE, ACCOUNTING, LEGAL, QUALITY,
REGULATORY, LOGISTICS, ADMINISTRATIVE, GOVERNANCE OR OTHER GENERAL CORPORATE
FUNCTIONS OF SELLERS, CONSTITUTE ALL OF THE ASSETS, RIGHTS AND PROPERTIES
NECESSARY FOR BUYERS TO OPERATE AND CONDUCT THE BUSINESS AS IT WAS OPERATED AND
CONDUCTED AS OF SEPTEMBER 30, 2007, THE DATE OF THIS AGREEMENT AND THE CLOSING
DATE.
2.10
Condition of Tangible Assets.
The assets, property, equipment and
other tangible property ("Tangible Assets") included in the Transferred Assets,
whether owned or
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leased, have no material defects, are in good condition and repair in all
material respects, subject only to ordinary wear and tear, and are usable in the
Business as it was operated and conducted as of September 30, 2007, the date of
this Agreement and the Closing Date.
2.11
INTELLECTUAL PROPERTY.
(A)
SECTION 2.11(A)(I)(A) AND (B) OF THE DISCLOSURE SCHEDULE IDENTIFY,
RESPECTIVELY, EACH INTELLECTUAL PROPERTY REGISTRATION AND APPLICATION INCLUDED
WITHIN THE ASSIGNED IP ASSETS AND LICENSED TO BUYERS