LICENSED INTELLECTUAL PROPERTY.
(H)
THE SELLER'S SOFTWARE DOES NOT INCORPORATE ANY GNU OR "OPEN"
SOURCE CODE OR OBJECT CODE UNDER WHICH THE SELLER'S SOFTWARE IS SUBJECT TO THE
GNU GENERAL PUBLIC LICENSE, GNU LESSER GENERAL PUBLIC LICENSE AND OTHER
"COPYLEFT" LICENSE.
THE SELLER HAS OBTAINED ALL APPROVALS, TO THE EXTENT
NECESSARY FOR ITS BUSINESS, FOR EXPORTING THE SELLER'S SOFTWARE OUTSIDE KOREA
AND IMPORTING THE SELLER'S SOFTWARE INTO ANY COUNTRY IN WHICH THE SELLER'S
SOFTWARE IS NOW SOLD OR
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LICENSED FOR USE, AND ALL SUCH EXPORT AND IMPORT APPROVALS IN THE UNITED STATES
AND THROUGHOUT THE WORLD ARE VALID, CURRENT, OUTSTANDING AND IN FULL FORCE AND
EFFECT.
NO RIGHTS IN THE SELLER'S SOFTWARE HAVE BEEN TRANSFERRED TO ANY THIRD
PARTY EXCEPT THROUGH CUSTOMER LICENSES GRANTED IN THE ORDINARY COURSE OF
BUSINESS.
THE SELLER HAS THE RIGHT TO USE ALL SOFTWARE DEVELOPMENT TOOLS,
LIBRARY FUNCTIONS, COMPILERS, AND OTHER THIRD PARTY SOFTWARE THAT ARE MATERIAL
TO THE BUSINESS OR THAT ARE REQUIRED TO OPERATE OR MODIFY THE SELLER'S SOFTWARE.
(I)
THE SELLER HAS TAKEN REASONABLE STEPS IN ACCORDANCE WITH NORMAL
INDUSTRY PRACTICE TO MAINTAIN THE CONFIDENTIALITY OF THE TRADE SECRETS AND OTHER
CONFIDENTIAL INTELLECTUAL PROPERTY USED IN CONNECTION WITH THE BUSINESS.
EXCEPT
AS DISCLOSED IN SECTION 3.12(I) OF THE DISCLOSURE SCHEDULE, TO THE BEST
KNOWLEDGE OF THE SELLER (I) THERE HAS BEEN NO MISAPPROPRIATION OF ANY MATERIAL
TRADE SECRETS OR OTHER MATERIAL CONFIDENTIAL INTELLECTUAL PROPERTY USED IN
CONNECTION WITH THE BUSINESS BY ANY PERSON; (II) NO EMPLOYEE, INDEPENDENT
CONTRACTOR OR AGENT OF THE SELLER HAS MISAPPROPRIATED ANY TRADE SECRETS OF ANY
OTHER PERSON IN THE COURSE OF PERFORMANCE AS AN EMPLOYEE, INDEPENDENT CONTRACTOR
OR AGENT OF THE SELLER; AND (III) NO EMPLOYEE, INDEPENDENT CONTRACTOR OR AGENT
OF THE SELLER IS IN DEFAULT OR BREACH OF ANY TERM OF ANY EMPLOYMENT AGREEMENT,
NONDISCLOSURE AGREEMENT, ASSIGNMENT OF INVENTION AGREEMENT OR SIMILAR AGREEMENT
OR CONTRACT RELATING IN ANY WAY TO THE PROTECTION, OWNERSHIP, DEVELOPMENT, USE
OR TRANSFER OF INTELLECTUAL PROPERTY.
(J)
ALL CURRENT AND PAST TECHNICAL EMPLOYEES, CONTRACTORS AND
CONSULTANTS OF THE SELLER HAVE ASSIGNED TO THE SELLER ALL INVENTIONS, DESIGNS
AND WORKS MADE BY THEM DURING SUCH EMPLOYMENT WITH THE SELLER AND ARE UNDER
WRITTEN OBLIGATION TO CONTINUE TO ASSIGN ALL INVENTIONS, DESIGNS AND WORKS MADE
BY THEM DURING SUCH EMPLOYMENT WITH THE SELLER.
SECTION 3.13.
Tangible Personal Property.
(a)
Section 3.13(a) of the
Disclosure Schedule lists each item or distinct group of machinery, equipment,
tools, supplies, furniture, fixtures, personalty, vehicles and other tangible
personal property (the "Tangible Personal Property") used in the Business as of
the dates set forth in Section 3.13(a) of the Disclosure Schedule.
(B)
SECTION 3.13(B) OF THE DISCLOSURE SCHEDULE SETS FORTH A TRUE AND
COMPLETE LIST OF ALL LEASES AND SUBLEASES FOR TANGIBLE PERSONAL PROPERTY AND ANY
AND ALL MATERIAL ANCILLARY DOCUMENTS PERTAINING THERETO (INCLUDING ALL
AMENDMENTS, CONSENTS AND EVIDENCE OF COMMENCEMENT DATES AND EXPIRATION DATES).
(C)
THE SELLER OR BTI HAS THE FULL RIGHT TO EXERCISE ANY RENEWAL
OPTIONS CONTAINED IN THE LEASES AND SUBLEASES PERTAINING TO