SET FORTH IN SCHEDULE 2.10(G), SELLER
HAS NOT RECEIVED ANY WRITTEN COMPLAINT, CLAIM OR NOTICE ALLEGING ANY SUCH
INFRINGEMENT, VIOLATION OR MISAPPROPRIATION.
14
(H) SELLER HAS PROVIDED BUYER WITH A TRUE AND COMPLETE COPY OF EACH CONTRACT,
AGREEMENT OR ARRANGEMENT (OR IN THE CASE OF ANY ORAL CONTRACTS, AGREEMENTS OR
ARRANGEMENTS, PROVIDED A WRITTEN DESCRIPTION THEREOF) WHICH GIVE ANY THIRD PARTY
ANY RIGHT TO PURCHASE, LICENSE, ACQUIRE OR OTHERWISE OBTAIN, NOW OR IN THE
FUTURE, ANY RIGHT TO THE MAMMOGRAPHY INTELLECTUAL PROPERTY (OTHER THAN
(I) CONTRACTS OR AGREEMENTS RELATING TO THE SALE OF MAMMOGRAPHY PRODUCTS IN EACH
CASE ENTERED INTO IN THE ORDINARY COURSE OF THE SELLER'S BUSINESS CONSISTENT
WITH PAST PRACTICE, AND (II) CONTRACTS OR AGREEMENTS RELATING TO THE SELLER'S
SERVICE OR WARRANTY OBLIGATIONS AS SPECIFICALLY CONTEMPLATED BY
SECTION 5A.1(III) HEREOF AND AS DEFINED THEREIN)(COLLECTIVELY, THE "IP
CONTRACTS").
(I) SCHEDULE 2.10(I) SETS FORTH THE NAME, ADDRESS AND RELEVANT CONTACT
INFORMATION OF ANY PARTY TO AN IP CONTRACT ALONG WITH A DETAILED SUMMARY OF SUCH
PURCHASE, LICENSE OR OTHER ACQUISITION RIGHT AND THE CIRCUMSTANCES UNDER WHICH
SUCH PURCHASE, LICENSE OR OTHER ACQUISITION RIGHT MAY BE EXERCISED.
EXCEPT AS
SET FORTH ON SCHEDULE 2.10(I), EACH OF THE IP CONTRACTS SHALL BE TERMINABLE,
WITHOUT PENALTY, BY THE SELLER AS OF THE CLOSING DATE.
EXCEPT AS SET FORTH ON
SCHEDULE 2.10(I), NO IP CONTRACT GRANTS ANY THIRD PARTY ANY RIGHTS IN THE
MAMMOGRAPHY INTELLECTUAL PROPERTY AFTER THE TERMINATION OF SUCH IP CONTRACT.
EXCEPT AS SET FORTH ON SCHEDULE 2.10(I) NO OTHER PARTY HAS ANY RIGHT TO
PURCHASE, LICENSE, ACQUIRE OR OTHERWISE OBTAIN ANY RIGHT, NOW OR IN THE FUTURE,
TO THE MAMMOGRAPHY INTELLECTUAL PROPERTY.
EXCEPT AS SET FORTH ON
SCHEDULE 2.10(I), EACH OF THE IP CONTRACTS IS VALID, BINDING AND ENFORCEABLE IN
ACCORDANCE WITH ITS TERMS AGAINST SELLER SUBJECT TO APPLICABLE BANKRUPTCY,
INSOLVENCY, REORGANIZATION, MORATORIUM, FRAUDULENT TRANSFER OR OTHER SIMILAR
LAWS RELATING TO OR AFFECTING CREDITORS' RIGHTS GENERALLY AND BY GENERAL
PRINCIPLES OF EQUITY (REGARDLESS OF WHETHER ENFORCEMENT IS SOUGHT IN EQUITY OR
AT LAW), AND TO SELLER'S KNOWLEDGE THE OTHER PARTIES THERETO, IS SUBSISTING AND
NO DEFAULT BY SELLER, OR TO THE KNOWLEDGE OF SELLER, BY ANY OTHER PARTY EXISTS
THEREUNDER.
(j) Schedule 2.10(j) identifies each of the IP Contracts which obligate the
Seller to provide any alteration, upgrade, improvement, modification, adaptation
or feature enhancement (an "Upgrade") to any Mammography Product after the
Closing Date and specifically identifies the Mammography Products to which such
obligations relate to (any such IP Contract relating to the SenoScan Products
being referred to herein as the "SenoScan Upgrade Contracts").
(k) Except as set forth on Schedule 2.10(k), Seller is not a party to or subject
to, any contract, commitment, plan, agreement, understanding or license, whether
written or oral that contains any covenant limiting the freedom of Seller to
engage in the Mammography Business or to sell, license, transfer or otherwise
dispose of the Mammography Intellectual Property.
(l) Except as set forth on Schedule 2.10(l), the Seller has made all filings and
recordations necessary to protect