ACTIVITIES OF THE COMPANY AND ITS
SUBSIDIARIES; THERE ARE NO PENDING, OR TO THE COMPANY'S KNOWLEDGE, THREATENED
JUDICIAL PROCEEDINGS OR INTERFERENCE PROCEEDINGS CHALLENGING THE COMPANY'S OR
ITS SUBSIDIARIES' RIGHTS IN OR TO OR THE VALIDITY OF THE SCOPE OF ANY OF THE
COMPANY'S OR ITS SUBSIDIARIES' PATENTS, PATENT APPLICATIONS OR PROPRIETARY
INFORMATION; NO OTHER ENTITY OR INDIVIDUAL HAS ANY RIGHT OR CLAIM IN ANY OF THE
COMPANY'S OR ITS SUBSIDIARIES' PATENTS, PATENT APPLICATIONS OR ANY PATENT TO BE
ISSUED THEREFROM BY VIRTUE OF ANY CONTRACT, LICENSE OR OTHER AGREEMENT ENTERED
INTO BETWEEN SUCH ENTITY OR INDIVIDUAL AND THE COMPANY OR BY ANY
11
NON-CONTRACTUAL OBLIGATION, OTHER THAN BY WRITTEN LICENSES GRANTED BY THE
COMPANY; THE COMPANY AND ITS SUBSIDIARIES HAVE NOT RECEIVED ANY WRITTEN NOTICE
OF ANY CLAIM CHALLENGING THE RIGHTS OF THE COMPANY OR A SUBSIDIARY IN OR TO ANY
INTELLECTUAL PROPERTY OWNED, LICENSED OR OPTIONED BY THE COMPANY OR SUCH
SUBSIDIARY WHICH CLAIM, IF THE SUBJECT OF AN UNFAVORABLE DECISION WOULD RESULT
IN AN MATERIAL ADVERSE EFFECT.
(AA)
COMPLIANCE PROGRAM.
THE COMPANY HAS ESTABLISHED AND ADMINISTERS A
COMPLIANCE PROGRAM APPLICABLE TO THE COMPANY, TO ASSIST THE COMPANY AND THE
DIRECTORS, OFFICERS AND EMPLOYEES OF THE COMPANY IN COMPLYING WITH APPLICABLE
REGULATORY GUIDELINES.
(BB)
ENVIRONMENTAL LAWS.
EXCEPT AS SET FORTH IN THE REGISTRATION STATEMENT OR
THE PROSPECTUS, THE COMPANY AND ITS SUBSIDIARIES (I) ARE IN COMPLIANCE WITH ANY
AND ALL APPLICABLE FEDERAL, STATE, LOCAL AND FOREIGN LAWS, RULES, REGULATIONS,
DECISIONS AND ORDERS RELATING TO THE PROTECTION OF HUMAN HEALTH AND SAFETY, THE
ENVIRONMENT OR HAZARDOUS OR TOXIC SUBSTANCES OR WASTES, POLLUTANTS OR
CONTAMINANTS (COLLECTIVELY, "ENVIRONMENTAL LAWS"); (II) HAVE RECEIVED AND ARE IN
COMPLIANCE WITH ALL PERMITS, LICENSES OR OTHER APPROVALS REQUIRED OF THEM UNDER
APPLICABLE ENVIRONMENTAL LAWS TO CONDUCT THEIR RESPECTIVE BUSINESSES AS
DESCRIBED IN THE REGISTRATION STATEMENT AND THE PROSPECTUS; AND (III) HAVE NOT
RECEIVED NOTICE OF ANY ACTUAL OR POTENTIAL LIABILITY FOR THE INVESTIGATION OR
REMEDIATION OF ANY DISPOSAL OR RELEASE OF HAZARDOUS OR TOXIC SUBSTANCES OR
WASTES, POLLUTANTS OR CONTAMINANTS, EXCEPT, IN THE CASE OF ANY OF CLAUSES (I),
(II) OR (III) ABOVE, FOR ANY SUCH FAILURE TO COMPLY OR FAILURE TO RECEIVE
REQUIRED PERMITS, LICENSES, OTHER APPROVALS OR LIABILITY AS WOULD NOT,
INDIVIDUALLY OR IN THE AGGREGATE, REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT.
(CC)
DISCLOSURE CONTROLS.
THE COMPANY AND EACH OF ITS SUBSIDIARIES MAINTAIN
SYSTEMS OF INTERNAL ACCOUNTING CONTROLS SUFFICIENT TO PROVIDE REASONABLE
ASSURANCE THAT (I) TRANSACTIONS ARE EXECUTED IN ACCORDANCE WITH MANAGEMENT'S
GENERAL OR SPECIFIC AUTHORIZATIONS; (II) TRANSACTIONS ARE RECORDED AS NECESSARY
TO PERMIT PREPARATION OF FINANCIAL STATEMENTS IN CONFORMITY WITH GENERALLY
ACCEPTED ACCOUNTING PRINCIPLES AND TO MAINTAIN ASSET ACCOUNTABILITY;
(III) ACCESS TO ASSETS IS PERMITTED ONLY IN ACCORDANCE WITH MANAGEMENT'S GENERAL
OR SPECIFIC AUTHORIZATION; AND (IV) THE RECORDED ACCOUNTABILITY FOR ASSETS IS
COMPARED WITH THE EXISTING ASSETS AT REASONABLE INTERVALS AND APPROPRIATE ACTION
IS TAKEN WITH RESPECT TO ANY DIFFERENCES.
THE COMPANY HAS ESTABLISHED
DISCLOSURE CONTROLS AND PROCEDURES (AS DEFINED IN EXCHANGE ACT RULES 13A-15 AND
15D-15) FOR THE