ORDERS RELATING TO THE CONVEYED ASSETS.
(B)
TO THE KNOWLEDGE OF PARENT, EACH ASSET SELLING CORPORATION
POSSESSES ALL MATERIAL PERMITS, LICENSES, AUTHORIZATIONS, CERTIFICATES,
EXEMPTIONS AND APPROVALS OF GOVERNMENTAL AUTHORITIES (COLLECTIVELY, "PERMITS")
NECESSARY FOR THE OWNERSHIP OF THE CONVEYED ASSETS AS THEY ARE CURRENTLY OWNED,
AND ALL SUCH PERMITS ARE BEING COMPLIED WITH BY EACH ASSET SELLING CORPORATION
IN ALL MATERIAL RESPECTS.
3.7
Product Registrations; Regulatory Compliance.
Schedule 3.7 of the
Disclosure Schedules sets forth, as of the date hereof, a list of all licenses
and approvals granted to the Asset Selling Corporations with respect to the
Conveyed Assets by or pending with any Governmental Authority to market any
product (the "Product Registrations").
Except as set forth in Schedule 3.7 of
the Disclosure Schedules, an Asset Selling Corporation is the sole and exclusive
owner of the Product Registrations and has not granted any material right of
reference with respect thereto.
3.8
MATERIAL CONTRACTS.
(A)
SCHEDULE 3.8(A) OF THE DISCLOSURE SCHEDULES LISTS EACH OF THE
FOLLOWING CONTRACTS TO WHICH PARENT AND ANY OTHER ASSET SELLING CORPORATION IS A
PARTY, IN EACH CASE RELATING PRIMARILY OR EXCLUSIVELY TO THE FIELD OF
TRANSCERVICAL STERILIZATION OR TO THE CONVEYED ASSETS (SUCH CONTRACTS AND
AGREEMENTS BEING "MATERIAL CONTRACTS"):
(I)
EACH CONTRACT FOR THE PURCHASE OF INVENTORY, OR OTHER PERSONAL
PROPERTY WITH ANY SUPPLIER OR FOR THE FURNISHING OF SERVICES EXTENDING BEYOND
TWELVE (12) MONTHS OR THE TERMS OF WHICH PROVIDE FOR PURCHASES THEREUNDER IN
EXCESS OF $10,000 ON AN ANNUAL BASIS;
(II)
ALL BROKER, DISTRIBUTOR, DEALER, MANUFACTURER'S REPRESENTATIVE,
FRANCHISE AND AGENCY CONTRACTS;
(III)
ALL CONTRACTS RELATING TO INDEBTEDNESS FOR BORROWED MONEY,
FACTORING ARRANGEMENTS, SALE AND LEASEBACK TRANSACTIONS, DEFERRED PURCHASE PRICE
OF PROPERTY AND OTHER SIMILAR FINANCING TRANSACTIONS WITH RESPECT TO WHICH AN
ASSET SELLING CORPORATION IS AN OBLIGOR;
(IV)
ALL LICENSES AND OTHER CONTRACTS RELATING TO THE PURCHASED IP
RIGHTS THAT REQUIRE THE PAYMENT OF A ROYALTY OR A LICENSE FEE, AS WELL AS ALL
RESEARCH AND DEVELOPMENT CONTRACTS PURSUANT TO WHICH ANY PERSON HAS BEEN GRANTED
ANY LICENSE UNDER,
12
OR OTHERWISE HAS RECEIVED OR ACQUIRED ANY RIGHT (WHETHER OR NOT CURRENTLY
EXERCISABLE) OR INTEREST IN, ANY PURCHASED IP RIGHTS;
(V)
ALL CONTRACTS LIMITING THE FREEDOM OF ANY ASSET SELLING
CORPORATION TO OWN OR USE THE CONVEYED ASSETS;
(VI)
ALL CONTRACTS WITH A GOVERNMENTAL AUTHORITY;
(VII)
EACH JOINT VENTURE OR SIMILAR AGREEMENT; AND
(VIII)
ALL CONTRACTS ENTERED INTO SINCE JANUARY 1, 2009 PROVIDING FOR THE
ACQUISITION OR DISPOSITION OF ANY CONVEYED ASSETS.
(B)
EXCEPT AS DISCLOSED IN SCHEDULE 3.8(B) OF THE DISCLOSURE
SCHEDULES, (I) THE TERMINATION AND RELEASE AGREEMENT BY AND AMONG THE MCANDREWS
FIRM, OVION INC. AND PARENT DATED SEPTEMBER 17, 2009 AND THE SEPTEMBER 2009
SETTLEMENT AGREEMENT ARE VALID AND BINDING ON EACH ASSET SELLING CORPORATION
THAT IS A PARTY THERETO, AND, TO THE KNOWLEDGE OF PARENT, ON EACH OTHER PARTY
THERETO, AND ARE IN FULL FORCE AND EFFECT; AND (II) NO SUCH ASSET SELLING
CORPORATION IS IN MATERIAL BREACH OF, OR DEFAULT UNDER, SUCH AGREEMENTS TO WHICH
IT IS A PARTY.