CONDUCTED AS
OF SEPTEMBER 30, 2007, THE DATE OF THIS AGREEMENT AND THE CLOSING DATE.
(E)
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, EXCEPT FOR THE
REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS SECTION 2.11, SELLERS DO NOT
MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND (WHETHER EXPRESS, IMPLIED OR
OTHERWISE) WITH RESPECT TO (I) THE VALIDITY OR ENFORCEABILITY OF THE
INTELLECTUAL PROPERTY INCLUDED IN THE ASSIGNED IP ASSETS OR THE INTELLECTUAL
PROPERTY LICENSED TO BUYERS PURSUANT TO THE CROSS-LICENSE AGREEMENT OR
(II) NON-INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY.
2.12
[INTENTIONALLY OMITTED]
2.13
LABOR RELATIONS.
EACH SELLER AND ITS AFFILIATES (AS RELATES TO THE
BUSINESS OR THE EMPLOYEES OF THE BUSINESS) IS, AND HAS BEEN, IN COMPLIANCE IN
ALL MATERIAL RESPECTS WITH THE WORKER ADJUSTMENT AND RETRAINING NOTIFICATION ACT
OF 1988 ("WARN") AND ANY SIMILAR APPLICABLE STATE OR LOCAL LAWS.
2.14
CONTRACTS.
(A)
SECTION 2.14(A) OF THE DISCLOSURE SCHEDULE SETS FORTH A LIST, AS
OF THE DATE OF THIS AGREEMENT, OF THE FOLLOWING CONTRACTS (INCLUDING SUMMARIES
OF ORAL AGREEMENTS) TO WHICH ANY SELLER OR ANY OF ITS AFFILIATES IS A PARTY OR
BY WHICH IT OR ANY OF THE ASSETS OR THE ASSUMED OBLIGATIONS IS OR MAY BE BOUND
OR AFFECTED, IN EACH CASE, THAT ARE MATERIAL TO THE OPERATION OR FINANCIAL
CONDITION OF THE BUSINESS OR ARE ACQUIRED CONTRACTS, AND FURTHER IDENTIFIES
WHICH OF SUCH CONTRACTS ARE NOT ACQUIRED CONTRACTS:
(I)
ANY CONTRACT THAT PROVIDES FOR EITHER (X) PAYMENTS TO OR BY THE
BUSINESS OF ONE HUNDRED THOUSAND DOLLARS ($100,000) OR MORE IN ANY TWELVE-MONTH
PERIOD, OR (II) AGGREGATE PAYMENTS TO OR BY THE BUSINESS OF FIVE HUNDRED
THOUSAND DOLLARS ($500,000) OR MORE (OTHER THAN PURCHASE ORDERS OR PURCHASE
COMMITMENTS RELATED TO SELLERS' OBLIGATIONS UNDER THE TRANSITION SUPPLY
AGREEMENT OR THE TRANSITION SERVICES AGREEMENT, EXCEPT TO THE EXTENT ANY SUCH
PURCHASE ORDERS OR PURCHASE COMMITMENTS WOULD IMPOSE ANY OBLIGATIONS ON THE
BUSINESS FOLLOWING TERMINATION OF THE TRANSITION SUPPLY AGREEMENT OR THE
TRANSITION SERVICES AGREEMENT);
(II)
ANY MATERIAL CONTRACT RELATING TO RESEARCH AND DEVELOPMENT
CONDUCTED OR TO BE CONDUCTED RELATED TO THE BUSINESS OR ANY PRODUCT, AND ALL
CONTRACTS RELATED TO CLINICAL TRIALS;
(III)
ANY CONTRACT THAT (A) PROHIBITS OR MATERIALLY RESTRICTS THE
CONDUCT OR OPERATION OF THE BUSINESS OR THAT WOULD LIMIT IN ANY MATERIAL RESPECT
THE FREEDOM OF BUYERS OR ANY OF THEIR AFFILIATES TO COMPETE IN ANY LINE OF
BUSINESS OR WITH ANY PERSON OR IN ANY GEOGRAPHICAL AREA OR (B) REQUIRES THE
REFERRAL OF ANY BUSINESS BY SELLERS OR REQUIRES THE BUSINESS TO INVEST IN ANY
THIRD PARTY OR TO MAKE AVAILABLE INVESTMENT OR OTHER BUSINESS OPPORTUNITIES OR
PRODUCTS OR SERVICES ON A PRIORITY, EQUAL OR EXCLUSIVE BASIS;
25
(IV)
ANY MATERIAL JOINT VENTURE, PARTNERSHIP OR SIMILAR AGREEMENT;
(V)
ANY MATERIAL CONTRACT PROVIDING FOR OR OTHERWISE INVOLVING THE
PAYMENT OR CREDIT OF REBATES, DISCOUNTS OR OTHER CONSIDERATION TO CUSTOMERS OF
THE BUSINESS;
(VI)
ANY MATERIAL CONSULTING AGREEMENT RELATING TO THE BUSINESS, OTHER
THAN CONTRACTS WITH PHYSICIAN CONSULTANTS SET FORTH ON SCHEDULE 1.1(B)(XII);
(VII)
ANY MATERIAL LEASE OF