BIOSENSOR SYSTEMS THAT ARE ISSUED IN THE ORDINARY
COURSE OF BUSINESS SOLELY TO PURCHASERS OF T5000 BIOSENSOR SYSTEMS;
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(I)
ABANDON OR PERMIT TO LAPSE ANY BUSINESS IP OTHER THAN PATENTS
EXPIRING AT THE END OF THEIR STATUTORY TERMS (AND NOT AS A RESULT OF ANY ACT OR
OMISSION BY EITHER IBIS OR ISIS, INCLUDING, WITHOUT LIMITATION, A FAILURE TO PAY
ANY REQUIRED MAINTENANCE FEES) AND LIMITATIONS TO THE SCOPE OF CLAIMS OF ANY
PENDING PATENT APPLICATION MADE DURING THE ORDINARY COURSE OF PROSECUTING SUCH
PENDING PATENT APPLICATIONS;
(J)
DISCLOSE ANY CONFIDENTIAL INFORMATION OF THE BUSINESS TO ANY
PERSON (OTHER THAN AMI AND ITS REPRESENTATIVES) OTHER THAN IN THE ORDINARY
COURSE OF BUSINESS;
(K)
CREATE, INCUR, GUARANTEE, ASSUME, OR BE LIABLE FOR ANY
INDEBTEDNESS, OTHER THAN PERMITTED INDEBTEDNESS IN THE ORDINARY COURSE OF
BUSINESS;
(L)
SUBJECT ANY TANGIBLE ASSET OF THE BUSINESS TO ANY ENCUMBRANCE,
OTHER THAN PERMITTED ENCUMBRANCES IN THE ORDINARY COURSE OF BUSINESS AND RIGHTS
OF THE U.S. FEDERAL GOVERNMENT IN CERTAIN EQUIPMENT PURCHASED USING GOVERNMENT
FUNDS PURSUANT TO (I) THE GOVERNMENT CONTRACTS SET FORTH ON SCHEDULE
5.1(L)(III) OR (II) NEW GOVERNMENT CONTRACTS ENTERED INTO IN THE ORDINARY COURSE
OF BUSINESS;
(M)
(I) MAKE ANY LOAN TO OR ENTER INTO ANY TRANSACTION WITH ANY
OFFICER, EMPLOYEE, PARTNER OR AFFILIATE, (II) INCREASE ANY OFFICER'S, EMPLOYEE'S
OR PARTNER'S COMPENSATION OUTSIDE THE ORDINARY COURSE OF BUSINESS,
(III) INCREASE OR ACCELERATE ANY BENEFIT, VESTING SCHEDULE, OBLIGATION, SUBSIDY
OR SIMILAR FEATURE UNDER ANY PLAN OUTSIDE THE ORDINARY COURSE OF BUSINESS,
(IV) ESTABLISH ANY PLAN (EXCEPT FOR THE PERMITTED EMPLOYEE COMPENSATION PLAN AS
CONTEMPLATED BY THIS MASTER AGREEMENT), OR (V) AMEND ANY PLAN OUTSIDE THE
ORDINARY COURSE OF BUSINESS OR COMMENCE MAKING CONTRIBUTIONS TO ANY
MULTIEMPLOYER PLAN;
(N)
MAKE ANY ACQUISITION, BY MEANS OF MERGER, CONSOLIDATION OR
OTHERWISE, OR ANY DISPOSITION, OF ASSETS OR CAPITAL STOCK OF ANY OTHER PERSON;
(O)
MAKE ANY LOANS OR CAPITAL CONTRIBUTIONS TO, OR INVESTMENTS IN, ANY
OTHER PERSON, EXCEPT ADVANCES TO EMPLOYEES FOR REASONABLE EXPENSES INCURRED IN
THE ORDINARY COURSE OF BUSINESS;
(P)
ENTER INTO ANY CONTRACT OR AMEND ANY CONTRACT REQUIRED TO BE
DISCLOSED OR TO HAVE BEEN DISCLOSED ON SCHEDULE 5.1(L) OR SCHEDULE 5.1(X),
EXCEPT IN THE ORDINARY COURSE OF BUSINESS;
(Q)
ENTER INTO ANY STRATEGIC ALLIANCE, JOINT VENTURE OR JOINT
MARKETING ARRANGEMENT OR AGREEMENT;
(R)
DELAY OR DEFER MAINTENANCE OR REPAIRS ON ANY OF IBIS' ASSETS;
(S)
WAIVE OR RELEASE ANY MATERIAL CLAIM OF IBIS;
(T)
EXCEPT AS MAY BE REQUIRED BY GAAP, MAKE ANY MATERIAL CHANGES IN
POLICIES OR PRACTICES RELATING TO SELLING PRACTICES, RETURNS, DISCOUNTS OR OTHER
TERMS OF THE BUSINESS OR ACCOUNTING THEREFOR, OR IN RESPECT OF THE PAYMENT OF
TRADE PAYABLES OR OTHER SIMILAR LIABILITIES INCURRED IN CONNECTION WITH THE
OPERATION OF IBIS;
39
(U)
INCREASE OR DECREASE MARKETING OR PROMOTIONAL SPENDING IN ANY
MATERIAL RESPECT FROM THE RATES ESTABLISHED AS OF THE DATE HEREOF, OTHER THAN IN
THE ORDINARY COURSE OF BUSINESS;
(V)
INCUR OR GUARANTEE ANY LIABILITY OTHER THAN IN CONNECTION WITH THE
PERFORMANCE OR CONSUMMATION OF