Common use of Business Changes Clause in Contracts

Business Changes. Since the NaviCyte Balance Sheet Date (except as otherwise expressly noted below with respect to a different "base date"), except as otherwise contemplated by this Agreement or any other agreement between Trega and NaviCyte or as otherwise set forth on SCHEDULE 2.7 attached hereto, NaviCyte has conducted its business only in the ordinary and usual course and, without limiting the generality of the foregoing: (a) There have been no changes in the condition (financial or otherwise), business, net worth, assets, properties, employees, operations or Liabilities of NaviCyte (with a "base date" for measuring Liabilities, for purposes of this clause (a), of September 30, 1998) which, in the aggregate, have had or may be reasonably expected to have a material adverse effect on the condition, business, net worth, assets, properties or operations of NaviCyte. (b) NaviCyte has not issued, nor authorized for issuance, nor entered into any commitment to issue, any equity security, bond, note or other security of NaviCyte, except for shares of NaviCyte Common Stock issuable upon the exercise of the outstanding NaviCyte Options as referenced on SCHEDULE 2.2 attached hereto. (c) NaviCyte has not incurred additional debt for borrowed money, nor incurred any Liability (with a "base date" for measuring Liabilities, for purposes of this clause (c), of September 30, 1998). (d) NaviCyte has not paid any Liability, nor discharged, settled or satisfied any claim, lien or encumbrance, except for current Liabilities in the ordinary and usual course of business and in any event not in excess of $10,000.00 for any single occurrence or $50,000.00 in the aggregate. (e) NaviCyte has not authorized, declared or made any dividend, payment or other distribution on or with respect to any capital stock of NaviCyte. (f) NaviCyte has not purchased, redeemed or otherwise acquired or committed itself to acquire, directly or indirectly, any capital stock of NaviCyte. (g) NaviCyte has not mortgaged, pledged, or otherwise, voluntarily or involuntarily, encumbered or granted a lien or security interest in any of its assets or properties, except for liens for current taxes which are not yet delinquent. (h) NaviCyte has not disposed of, or agreed to dispose of, by sale, lease, license or otherwise, any asset or property, tangible or intangible (except for the sale of inventory in the ordinary course of business or for assets or properties which are immaterial, either alone or in the aggregate). (i) NaviCyte has not (i) purchased or agreed to purchase or otherwise acquire any securities of any corporation, partnership, joint venture, firm or other entity or (ii) made any expenditure or commitment for the purchase, license, acquisition, construction or improvement of a capital asset. (j) NaviCyte has not entered into any transaction or contract, or made any commitment to do the same, where more than $10,000.00 in value for any single such transaction or contract is at issue, or where more than $50,000.00 in aggregate value for all such transactions and contracts is at issue. (k) NaviCyte has not sold, assigned, transferred or conveyed, or committed itself to sell, assign, transfer or convey, any Proprietary Rights (as defined below). (l) NaviCyte has not adopted or amended any bonus, incentive, profit-sharing, stock option, stock purchase, pension, retirement, deferred-compensation, severance, life insurance, medical or other benefit plan, agreement, trust, fund or arrangement for the benefit of employees of any kind whatsoever, nor entered into or amended any agreement relating to employment, services as an independent contractor or consultant, or severance or termination pay, nor agreed to do any of the foregoing. (m) NaviCyte has not effected or agreed to effect any change in its directors, officers, employees, consultants or advisors, and no officer, employee, consultant or advisor of NaviCyte has indicated that he or she intends to terminate his or her employment or relationship with NaviCyte. (n) NaviCyte has not effected or committed itself to effect any amendment or modification of the NaviCyte Charter or the NaviCyte Bylaws. (o) To the Best Knowledge of NaviCyte or the NaviCyte Majority Stockholders, no statute has been enacted nor has any rule or regulation been adopted by any state where laws apply to the business of NaviCyte or any federal or foreign agency or authority which may reasonably be expected to have a material and adverse effect on the condition (financial or otherwise), business, net worth, assets, prospects, properties, employees, operations or Liabilities of NaviCyte which has not yet been reflected in the operating results of NaviCyte.

Business Changes. Since the NaviCyte Med-Search Balance Sheet Date (except as otherwise expressly noted below with respect to a different "base date")Date, except as otherwise contemplated by this Agreement or any other agreement between Trega Agreement, MS Acquisition Corporation and NaviCyte or as otherwise set forth on SCHEDULE 2.7 attached hereto, NaviCyte has Suncrest have conducted its their business only in the ordinary and usual course and, without limiting the generality of the foregoing: (a) There Except for the transfer of Suncrest's contract with FHP HealthPlan, there have been no changes in the condition (financial or otherwise), business, net worth, assets, properties, employees, operations operations, obligations or Liabilities liabilities of NaviCyte (with a "base date" for measuring LiabilitiesMed-Search, for purposes of this clause (a), of September 30, 1998) MS Acquisition Corporation or Suncrest or which, in the aggregate, have had or may be reasonably expected to have a material materially adverse effect on the condition, business, net worth, assets, properties or operations of NaviCyteMed-Search, MS Acquisition Corporation or Suncrest. (b) NaviCyte Except for the shares of Med-Search Common which are proposed to be issued to Xxxx X. Xxxxxx, M.D., neither Med-Search, MS Acquisition Corporation nor Suncrest has not issued, nor or authorized for issuance, nor or entered into any commitment to issue, any equity security, bond, note or other security of NaviCyteMed-Search, except for shares of NaviCyte Common Stock issuable upon the exercise of the outstanding NaviCyte Options as referenced on SCHEDULE 2.2 attached heretoMS Acquisition Corporation or Suncrest. (c) NaviCyte Neither Med-Search, MS Acquisition Corporation nor Suncrest has not incurred additional debt for borrowed money, nor incurred any Liability (with a "base date" for measuring Liabilities, for purposes of this clause (c), of September 30, 1998). (d) NaviCyte Neither Med-Search, MS Acquisition Corporation nor Suncrest has not incurred any obligation or liability except in the ordinary and usual course of business. (e) Neither Med-Search, MS Acquisition Corporation nor Suncrest has paid any Liabilityobligation or liability, nor or discharged, settled or satisfied any claim, lien or encumbrance, except for current Liabilities liabilities in the ordinary and usual course of business and in any event not in excess prepayment of $10,000.00 for any single occurrence or $50,000.00 in the aggregateexisting liabilities. (ef) NaviCyte Neither Med-Search, MS Acquisition Corporation nor Suncrest has not authorized, declared or made any dividend, payment or other distribution on or with respect to any share of capital stock of NaviCyteMed-Search, MS Acquisition Corporation or Suncrest. (fg) NaviCyte Neither Med-Search, MS Acquisition Corporation nor Suncrest has not purchased, redeemed or otherwise acquired or committed itself to acquire, directly or indirectly, any share or shares of capital stock of NaviCyteMed-Search, MS Acquisition Corporation or Suncrest. (gh) NaviCyte Neither Med-Search, MS Acquisition Corporation nor Suncrest has not mortgaged, pledged, or otherwise, voluntarily or involuntarily, encumbered or granted a lien or security interest in any of its assets or properties, except for liens for current taxes which are not yet delinquent. (h) NaviCyte has not disposed of, delinquent and purchase-money liens arising out of the purchase or agreed to dispose of, by sale, lease, license or otherwise, any asset or property, tangible or intangible (except for the sale of inventory products made in the ordinary and usual course of business or for assets or properties which are immaterial, either alone or in the aggregate)business. (i) NaviCyte Neither Med-Search, MS Acquisition Corporation nor Suncrest has not (i) purchased or agreed to purchase or otherwise acquire any securities of any corporation, partnership, joint venture, firm or other entity or (ii) entity; neither Med-Search, MS Acquisition Corporation nor Suncrest has made any expenditure or commitment for the purchase, license, acquisition, construction or improvement of a capital asset, except in the ordinary and usual course of business and in any event not in excess of $15,000 for any single item or $50,000 in the aggregate. (j) NaviCyte Neither Med-Search, MS Acquisition Corporation nor Suncrest has not entered into any transaction or contract, contract or made any commitment to do the same, where more than $10,000.00 except in value for any single such transaction or contract is at issue, or where more than $50,000.00 in aggregate value for all such transactions the ordinary and contracts is at issueusual course of business. (k) NaviCyte Neither Med-Search, MS Acquisition Corporation nor Suncrest has not sold, assigned, transferred or conveyed, or committed itself to sell, assign, transfer or convey, any Proprietary Rights (as defined belowin Section 3.16). (l) NaviCyte Neither Med-Search, MS Acquisition Corporation nor Suncrest has not adopted or amended any bonus, incentive, profit-sharing, stock option, stock purchase, pension, retirement, deferred-deferred compensation, severance, life insurance, medical or other benefit plan, agreement, trust, fund or arrangement for the benefit of employees of any kind whatsoever, nor entered into or amended any agreement relating to employment, services as an independent contractor or consultant, or severance or termination pay, nor agreed to do any of the foregoing. (m) NaviCyte Except as contemplated in Section 6.12 herein, neither Med-Search, MS Acquisition Corporation nor Suncrest has not effected or agreed to effect any change in its directors, officers, officers or key employees, consultants or advisors, and no officer, employee, consultant or advisor of NaviCyte has indicated that he or she intends to terminate his or her employment or relationship with NaviCyte. (n) NaviCyte Neither Med-Search, MS Acquisition Corporation nor Suncrest has not effected or committed itself to effect any amendment or modification in its charter documents or Bylaws, except as contemplated in this Agreement, the Certificate of the NaviCyte Charter Amendment of Certificate of Incorporation or the NaviCyte BylawsCertificate of Merger. (o) To the Best Knowledge of NaviCyte or the NaviCyte Majority Stockholders, no statute has been enacted nor has any rule or regulation been adopted by any state where laws apply to the business of NaviCyte or any federal or foreign agency or authority which may reasonably be expected to have a material and adverse effect on the condition (financial or otherwise), business, net worth, assets, prospects, properties, employees, operations or Liabilities of NaviCyte which has not yet been reflected in the operating results of NaviCyte.

Business Changes. Since From June 30, 2001 through the NaviCyte Balance Sheet Date (except as otherwise expressly noted below with respect to a different "base date")date of this Agreement, except as otherwise contemplated by this Agreement or any other agreement between Trega and NaviCyte Agreement, or as otherwise set forth on SCHEDULE 2.7 attached hereto, NaviCyte has conducted its business only in the ordinary and usual course and, without limiting the generality Section 5.20 of the foregoingSeller Disclosure Schedule: (a) There have been no changes in the condition (financial or otherwise), business, net worth, assets, propertiesoperations, employees, operations obligations or Liabilities liabilities of NaviCyte (with a "base date" for measuring Liabilities, for purposes of this clause (a), of September 30, 1998) Seller which, in the aggregate, have had or may be reasonably expected to have a material adverse effect on the condition, business, net worth, assets, properties or operations of NaviCyteMaterial Adverse Effect. (b) NaviCyte has not issued, nor authorized for issuance, nor entered into any commitment to issue, any equity security, bond, note or other security of NaviCyte, except for shares of NaviCyte Common Stock issuable upon the exercise of the outstanding NaviCyte Options as referenced on SCHEDULE 2.2 attached hereto. (c) NaviCyte has not incurred additional debt for borrowed money, nor incurred any Liability (with a "base date" for measuring Liabilities, for purposes of this clause (c), of September 30, 1998). (d) NaviCyte has not paid any Liability, nor discharged, settled or satisfied any claim, lien or encumbrance, except for current Liabilities in the ordinary and usual course of business and in any event not in excess of $10,000.00 for any single occurrence or $50,000.00 in the aggregate. (e) NaviCyte has not authorized, declared or made any dividend, payment or other distribution on or with respect to any capital stock of NaviCyte. (f) NaviCyte has not purchased, redeemed or otherwise acquired or committed itself to acquire, directly or indirectly, any capital stock of NaviCyte. (g) NaviCyte Seller has not mortgaged, pledged, or otherwise, voluntarily or involuntarily, otherwise encumbered or granted a lien or security interest in any of its assets or properties, except for liens for current taxes which are not yet delinquentthe Acquired Assets. (hc) NaviCyte has not disposed of, or agreed to dispose of, by sale, lease, license or otherwise, any asset or property, tangible or intangible (except for the sale of inventory in the ordinary course of business or for assets or properties which are immaterial, either alone or in the aggregate). (i) NaviCyte has not (i) purchased or agreed to purchase or otherwise acquire any securities of any corporation, partnership, joint venture, firm or other entity or (ii) made any expenditure or commitment for the purchase, license, acquisition, construction or improvement of a capital asset. (j) NaviCyte has not entered into any transaction or contract, or made any commitment to do the same, where more than $10,000.00 in value for any single such transaction or contract is at issue, or where more than $50,000.00 in aggregate value for all such transactions and contracts is at issue. (k) NaviCyte Seller has not sold, assigned, licensed, leased, transferred or conveyed, or committed itself to sell, assign, license, lease, transfer or convey, any Proprietary Rights (as defined below)of the Acquired Assets except for nonexclusive licenses entered into in the ordinary course of business. (ld) NaviCyte There has not adopted been no destruction of, damage to or amended any bonus, incentive, profit-sharing, stock option, stock purchase, pension, retirement, deferred-compensation, severance, life insurance, medical or other benefit plan, agreement, trust, fund or arrangement for the benefit of employees loss of any kind whatsoeverof the Acquired Assets. (e) There has been no notice of any claim or potential claim of ownership by any Person other than Seller or its Subsidiaries of the Transferred Technology, nor entered into or amended any agreement relating to employmentthe Transferred Intellectual Property Rights, services as an independent contractor or consultantthe Licensed Intellectual Property Rights, or severance the Licensed Technology or termination payof infringement by Buyer or its Subsidiaries of any other Person's Intellectual Property Rights. (f) There has been no dispute, nor agreed proceeding, litigation, arbitration or mediation pending or (to the knowledge of Seller) threatened against Seller or any of its Subsidiaries related to the Acquired Assets. (g) There has been no event or condition of any character that has had or is reasonably likely to have a Material Adverse Effect. (h) There has been no agreement by Seller or any of its Subsidiaries or any employees, agents or affiliates of Seller or its Subsidiaries to do any of the foregoing. (m) NaviCyte has not effected or agreed to effect any change in its directors, officers, employees, consultants or advisors, and no officer, employee, consultant or advisor of NaviCyte has indicated that he or she intends to terminate his or her employment or relationship with NaviCyte. (n) NaviCyte has not effected or committed itself to effect any amendment or modification of the NaviCyte Charter or the NaviCyte Bylaws. (o) To the Best Knowledge of NaviCyte or the NaviCyte Majority Stockholders, no statute has been enacted nor has any rule or regulation been adopted by any state where laws apply to the business of NaviCyte or any federal or foreign agency or authority which may reasonably be expected to have a material and adverse effect on the condition (financial or otherwise), business, net worth, assets, prospects, properties, employees, operations or Liabilities of NaviCyte which has not yet been reflected things described in the operating results of NaviCytepreceding clauses (a) through (g) (other than negotiations with Parent and Buyer and their representatives regarding the transactions contemplated by this Agreement).

Business Changes. Since the NaviCyte Balance Sheet Date December 31, 2000 (except as otherwise expressly noted below with respect to a different "base date"or such other date specifically set forth herein), except as otherwise contemplated by this Agreement or any other agreement between Trega the Company and NaviCyte or as otherwise set forth on SCHEDULE 2.7 attached hereto, NaviCyte has the Subsidiaries have (i) conducted its business only in the ordinary and usual course andcourse, consistent with past practices, and (ii) without limiting the generality of the foregoing: (a) There have been no changes in the condition (financial has not occurred any event, change, or otherwise)circumstance that, business, net worth, assets, properties, employees, operations individually or Liabilities of NaviCyte (with a "base date" for measuring Liabilities, for purposes of this clause (a), of September 30, 1998) which, in the aggregate, have had has resulted or may be reasonably expected to have could result in a material adverse effect Material Adverse Effect on the condition, business, net worth, assets, properties Company or operations of NaviCyteany Subsidiary. (b) NaviCyte Neither the Company nor any Subsidiary has not issued, nor or authorized for issuance, nor entered into any commitment to issue, any equity security, bond, note or other security of NaviCytethe Company or any Subsidiary, except for shares of NaviCyte Company Common Stock issuable issued upon the exercise of the outstanding NaviCyte Company Options as referenced on SCHEDULE 2.2 attached heretolisted in Schedule 2.2(b) or shares of Company Capital Stock issued upon exercise of any of the Warrants, or accelerated the vesting of any employee stock benefits (including vesting under stock purchase agreements or exercisability of Company Options). Other than outstanding Company Options listed in Schedule 2.2(b), neither the Company nor any Subsidiary has granted or entered into any commitment or obligation to issue or sell any such equity security, bond, note or other security of the Company or any Subsidiary, whether pursuant to offers, stock option agreements, stock bonus agreements, stock purchase plans, incentive compensation plans, warrants, calls, conversion rights or otherwise. (c) NaviCyte Neither the Company nor any Subsidiary has not incurred any additional debt for borrowed money, nor incurred any Liability obligation or liability (with a "base date" for measuring Liabilitiesfixed, for purposes of this clause (ccontingent or otherwise), except in the ordinary and usual course of September 30the business of the Company or such Subsidiary, 1998)consistent with past practices. (d) NaviCyte Neither the Company nor any Subsidiary has not paid any Liabilityobligation or liability (fixed, nor dischargedcontingent or otherwise), settled or discharged or satisfied any claim, lien or encumbrance, or settled any liability, claim, dispute, proceeding, suit, or appeal, pending or threatened against it or any of its assets or properties, except for current Liabilities liabilities included in the Company Balance Sheet and current liabilities incurred since the date of the Company Balance Sheet in the ordinary and usual course of business and in any event not in excess of $10,000.00 for any single occurrence the Company or $50,000.00 in the aggregatesuch Subsidiary, consistent with past practices. (e) NaviCyte Neither the Company nor any Subsidiary has not authorizeddeclared, declared set aside for payment, or paid any dividend, or made any dividend, payment or other distribution on or with respect to any share of Company Capital Stock or capital stock of NaviCyteany Subsidiary. (f) NaviCyte Neither the Company nor any Subsidiary has not purchased, redeemed or otherwise acquired or committed itself to acquire, directly or indirectly, any share or shares of Company Capital Stock or capital stock of NaviCyteany Subsidiary. (g) NaviCyte Neither the Company nor any Subsidiary has not mortgaged, pledged, or otherwise, voluntarily or involuntarily, otherwise encumbered or granted a lien or security interest in subjected to Lien any of its assets or properties, tangible or intangible, nor has it committed itself to do any of the foregoing, except for liens Liens for current taxes Taxes (as defined in Section 2.11) which are not yet delinquentdue and payable and purchase money liens arising out of the purchase or sale of products or services made in the ordinary and usual course of business, consistent with past practice. (h) NaviCyte Neither the Company nor any Subsidiary has not disposed of, or agreed to dispose of, by sale, lease, license or otherwise, any asset or property, tangible or intangible intangible, except in the ordinary and usual course of business, consistent with past practice, and in each case for a consideration at least equal to the fair value of such asset or property, nor has the Company or any Subsidiary leased or licensed to others (including officers and directors of the Company or a Subsidiary), or agreed so to lease or license, any asset or property, except for the sale licensing of inventory the Company's software to the customers of the Company and the Subsidiaries (including resellers, independent software vendors, and original equipment manufacturers) in the ordinary course of business consistent with past practice, nor has the Company or for assets any Subsidiary discontinued any product line or properties which are immaterialthe production, either alone sale or in the aggregate)other disposition of any of its products or services. (i) NaviCyte Neither the Company nor any Subsidiary has not (i) purchased or agreed to purchase or otherwise acquire any debt or equity securities of any corporation, partnership, joint venture, firm or other entity or (ii) entity. Neither the Company nor any Subsidiary has made any expenditure or commitment for the purchase, license, acquisition, construction or improvement of a capital asset, except in the ordinary and usual course of business, consistent with past practice, and the aggregate amount of all such expenditures and commitments made in the ordinary and usual course of business has not exceeded $25,000. (j) NaviCyte Neither the Company nor any Subsidiary has not entered into any transaction or contract, or made any commitment to do the same, where more except in the ordinary and usual course of business consistent with past practice and not involving an amount in any case in excess of $25,000 (excluding agreements under which the obligation of payment or performance has been satisfied in full). Neither the Company nor any Subsidiary has waived any right of substantial value or cancelled any debts or claims or voluntarily suffered any losses other than $10,000.00 in value for any single such transaction or contract is at issuethe ordinary and usual course of business, or where more than $50,000.00 in aggregate value for all such transactions and contracts is at issueconsistent with past practice. (k) NaviCyte Neither the Company nor any Subsidiary has not sold, assigned, transferred or conveyed, or committed itself to sell, assign, transfer or convey, any Proprietary Rights Company Intellectual Property (as defined belowin Section 2.14), except for the licensing of the Company's software to the customers of the Company and the Subsidiaries (including resellers, independent software vendors, and original equipment manufacturers) in the ordinary and usual course of business, consistent with past practice, and neither the Company nor any Subsidiary has entered into any product development, technology or product sharing, or similar strategic arrangement with any other party. (l) NaviCyte Neither the Company nor any Subsidiary has not adopted since September 30, 2000 effected or amended agreed to effect any bonus, incentive, profit-amendment or supplement to any employee profit sharing, stock option, stock purchase, pension, bonus, incentive, retirement, deferred-compensation, severancemedical reimbursement, life insurance, medical deferred compensation or any other employee benefit plan, agreement, trust, fund plan or arrangement for the benefit of employees of any kind whatsoever, nor entered into or amended any agreement relating to employment, services (except as an independent contractor or consultant, or severance or termination pay, nor agreed to do any of the foregoingcontemplated by this Agreement). (m) NaviCyte Neither the Company nor any Subsidiary has not effected since September 30, 2000 paid or agreed committed itself to effect pay to or for the benefit of any change in of its directors, officers, employees, consultants advisors or advisorsstockholders any compensation of any kind other than wages, salaries, bonuses, and no officerbenefits at times and rates in effect prior to September 30, employee, consultant or advisor of NaviCyte has indicated that he or she intends to terminate his or her employment or relationship with NaviCyte2000. (n) NaviCyte Neither the Company nor any Subsidiary has effected or agreed to effect any change, including by way of hiring or involuntary termination, in its directors, executive officers, or key employees. (o) Neither the Company nor any Subsidiary has incurred any work stoppage, labor strike or other labor trouble, or any action, suit, claim, labor dispute or grievance relating to any labor, safety or discrimination matter involving the Company or any Subsidiary, including, without limitation, charges of wrongful discharge or other unlawful labor practices or actions. (p) Since September 29, 2000, the Company has not effected or committed itself to effect any amendment or modification of the NaviCyte Charter Restated Certificate or the NaviCyte BylawsCompany's Bylaws (except as contemplated by this Agreement), nor has any Subsidiary effected or committed itself to effect any amendment or modification of its constituent documents. (oq) To the Best Knowledge of NaviCyte The Company has not changed its accounting methods or the NaviCyte Majority Stockholderspractices (including any change in depreciation or amortization policies or rates, no statute has been enacted nor has any rule changes in policies in making or regulation been adopted by any state where laws apply to the business of NaviCyte reversing accruals, or any federal change in capitalization of software development costs). (r) The Company has not revalued any of the assets of the Company or foreign agency or authority which may reasonably be expected to have a material any Subsidiary, other than in the ordinary and adverse effect on the condition (financial or otherwise), usual course of business, net worthconsistent with past practice. (s) Neither the Company nor any Subsidiary has made any loan to any person or entity, assetsand neither the Company nor any Subsidiary has guaranteed the payment of any loan or debt of any person or entity, prospects, properties, employees, operations except for (x) travel or Liabilities of NaviCyte which has not yet been reflected similar advances made to employees in connection with their employment duties in the operating results ordinary and usual course of NaviCytebusiness, consistent with past practice, and (y) accounts receivable incurred in the ordinary and usual course of business, consistent with past practice. (t) Neither the Company nor any Subsidiary has changed in any material respect the prices or royalties set or charged by the Company or such Subsidiary. (u) Neither the Company nor any Subsidiary has commenced or received any notice of threat or commencement of any lawsuit or proceeding against or investigation of the Company, any Subsidiary, or their respective affairs. (v) Neither the Company nor any Subsidiary has negotiated or agreed to do any of the things described in the preceding clauses (a) through (u) (other than negotiations with Parent and its representatives regarding the transactions contemplated by this Agreement).

Business Changes. Since the NaviCyte Balance Sheet Date (except as otherwise expressly noted below with respect to a different "base date")June 30, 1996, except as otherwise contemplated ---------------- by this Agreement or any other agreement between Trega and NaviCyte or as otherwise set forth on SCHEDULE 2.7 attached heretodisclosed in writing to WMT, NaviCyte IDP has conducted its business only in the ordinary and usual course and, without limiting the generality of the foregoing: (a) There have been no changes in the condition (financial or otherwise), business, net worth, assets, properties, employees, operations operations, obligations or Liabilities liabilities of NaviCyte (with a "base date" for measuring Liabilities, for purposes of this clause (a), of September 30, 1998) IDP which, in the aggregate, have had or may be reasonably expected to have a material materially adverse effect on the condition, business, net worth, assets, prospects, properties or operations of NaviCyteIDP, other than those proposed changes set forth on Schedule 3.7. (b) NaviCyte IDP has not issued, nor or authorized for issuance, nor or entered into any commitment to issue, any equity securityinterests, bond, note or other security of NaviCyte, except for shares of NaviCyte Common Stock issuable upon the exercise of the outstanding NaviCyte Options as referenced on SCHEDULE 2.2 attached heretoIDP. (c) NaviCyte IDP has not incurred additional debt for borrowed money, nor incurred any Liability (with a "base date" for measuring Liabilities, for purposes of this clause (c), of September 30, 1998). (d) NaviCyte has not paid any Liability, nor discharged, settled obligation or satisfied any claim, lien or encumbrance, liability except for current Liabilities in the ordinary and usual course of business and in any event not in excess of $10,000.00 2,500 for any single occurrence occurrence. (d) IDP has not paid any obligation or $50,000.00 liability, or discharged, settled or satisfied any claim, lien or encumbrance, except for current liabilities in the aggregateordinary and usual course of business and in any event not in excess of $25,000 for any single occurrence. (e) NaviCyte IDP has not authorized, declared or made any dividend, payment or other distribution on or with respect to any capital stock interest of NaviCyteIDP. (f) NaviCyte IDP has not purchased, redeemed or otherwise acquired or committed itself to acquire, directly or indirectly, any capital stock interest of NaviCyteIDP. (g) NaviCyte IDP has not mortgaged, pledged, or otherwise, voluntarily or involuntarily, otherwise encumbered or granted a lien or security interest in any of its assets or properties, except for liens for current taxes which are not yet delinquentother than inventory sold in the normal course of business or accounts receivable. (h) NaviCyte IDP has not disposed of, or agreed to dispose of, by sale, lease, license or otherwise, any asset or property, tangible or intangible (except for intangible, except, in the sale case of inventory such other assets and property, in the ordinary and usual course of business business, and in each case for a consideration believed to be at least equal to the fair value of such asset or property and in any event not in excess of $2,500 for assets any single item or properties which are immaterial, either alone or $10,000 in the aggregate)aggregate other than inventory sold or returned in the normal course of business. (i) NaviCyte IDP has not (i) purchased or agreed to purchase or otherwise acquire any securities of any corporation, partnership, joint venture, firm or other entity or (ii) entity; IDP has not made any expenditure or commitment for the purchase, license, acquisition, construction or improvement of a capital asset, except in the ordinary and usual course of business and in any event not in excess of $2,500 for any single item or $10,000 in the aggregate. (j) NaviCyte IDP has not entered into any transaction or contract, or made any commitment to do the same, where more than $10,000.00 except in value for any single such transaction or contract is at issue, or where more than $50,000.00 in aggregate value for all such transactions the ordinary and contracts is at issueusual course of business. (k) NaviCyte IDP has not sold, assigned, transferred or conveyed, or committed itself to sell, assign, transfer or convey, any Proprietary Rights (as defined belowin Section 3.18 hereof). (l) NaviCyte IDP has not adopted or amended any bonus, incentive, profit-sharing, stock option, stock purchase, pension, retirement, deferred-compensation, severance, life insurance, medical or other benefit plan, agreement, trust, fund or arrangement for the benefit of employees of any kind whatsoever, nor entered into or amended any agreement relating to employment, services as an independent contractor or consultant, or severance or termination pay, nor agreed to do any of the foregoing. (m) NaviCyte IDP has not effected or agreed to effect any change in its directors, officers, officers or key employees, consultants or advisors, and no officer, employee, consultant or advisor of NaviCyte has indicated that he or she intends to terminate his or her employment or relationship with NaviCyte. (n) NaviCyte IDP has not effected or committed itself to effect any amendment or modification in its Articles of the NaviCyte Charter or the NaviCyte BylawsOrganization and Operating Agreement, except as contemplated in this Agreement. (o) To the Best Knowledge of NaviCyte or the NaviCyte Majority Stockholders, no statute has been enacted nor has any rule or regulation been adopted by any state where laws apply to the business of NaviCyte or any federal or foreign agency or authority which may reasonably be expected to have a material and adverse effect on the condition (financial or otherwise), business, net worth, assets, prospects, properties, employees, operations or Liabilities of NaviCyte which has not yet been reflected in the operating results of NaviCyte.

Business Changes. Since the NaviCyte Target Balance Sheet Date (except as otherwise expressly noted below with respect to a different "base date")Date, except as otherwise contemplated by this Agreement or any other agreement between Trega and NaviCyte or as otherwise set forth on SCHEDULE 2.7 attached heretoAgreement, NaviCyte Target has conducted its business only in the ordinary and usual course and, without limiting the generality of the foregoing: (a) There have been no changes in the condition (financial or otherwise), business, net worthstockholder's equity, assets, properties, employees, operations operations, obligations or Liabilities liabilities of NaviCyte (with a "base date" for measuring Liabilities, for purposes of this clause (a), of September 30, 1998) Target which, in the aggregate, have had or may be reasonably expected to have a material adverse effect on the condition, business, net worthstockholder's equity, assets, properties or operations of NaviCyteTarget. (b) NaviCyte Target has not issued, nor authorized for issuance, nor entered into any commitment to issue, any equity security, bond, note or other security of NaviCyteTarget, except for shares of NaviCyte Target Common Stock issuable upon the exercise of the outstanding NaviCyte Options as referenced on SCHEDULE 2.2 attached heretoTarget Warrants and Target Options. (c) NaviCyte Target has not incurred additional debt for borrowed money, nor incurred any Liability (with a "base date" for measuring Liabilities, for purposes obligation or liability except in the ordinary and usual course of this clause (c), of September 30, 1998)business. (d) NaviCyte Target has not paid any Liabilityobligation or liability, nor discharged, settled or satisfied any claim, lien or encumbrance, except for current Liabilities liabilities in the ordinary and usual course of business and in any event not in excess of $10,000.00 for any single occurrence or $50,000.00 in the aggregatebusiness. (e) NaviCyte Target has not authorized, declared or made any dividend, dividend payment or other distribution on or with respect to any share of capital stock of NaviCyteTarget. (f) NaviCyte Target has not purchased, redeemed or otherwise acquired or committed itself to acquire, directly or indirectly, any share or shares of capital stock of NaviCyteTarget. (g) NaviCyte Target has not mortgaged, pledged, or otherwise, voluntarily or involuntarily, encumbered or granted a lien or security interest in any of its assets or properties, except for liens for current taxes which are not yet delinquentdelinquent and purchase-money liens arising out of the purchase or sale of services or products made in the ordinary and usual course of business or other liens arising in the ordinary course of business. (h) NaviCyte Except as contemplated by this Agreement, Target has not disposed of, or agreed to dispose of, by sale, lease, license or otherwise, any asset or property, tangible or intangible (except for intangible, except, in the sale case of inventory such assets and property, in the ordinary and usual course of business or for assets or properties which are immaterial, either alone or in the aggregate)business. (i) NaviCyte Except for short-term investment securities, Target has not (i) purchased or agreed to purchase or otherwise acquire any securities of any corporation, partnership, joint venture, firm or other entity or (ii) entity; Target has not made any expenditure or commitment for the purchase, license, acquisition, construction or improvement of a capital asset. (j) NaviCyte Other than this Agreement and the transactions contemplated hereby, Target has not entered into any transaction or contract, or made any commitment to do the same, where more than $10,000.00 except in value for any single such transaction or contract is at issue, or where more than $50,000.00 in aggregate value for all such transactions the ordinary and contracts is at issueusual course of business. (k) NaviCyte Target has not sold, assigned, transferred or conveyed, or committed itself to sell, assign, transfer or convey, any Proprietary Rights (as defined belowin Section 2.17). (l) NaviCyte Except as set forth in Schedule 2.7(l), Target has not adopted or amended any bonus, incentive, profit-sharing, stock option, stock purchase, pension, retirement, deferred-compensation, severance, life insurance, medical or other benefit plan, agreement, trust, fund or arrangement for the benefit of employees of any kind whatsoever, nor entered into or amended any agreement relating to employment, services as an independent contractor or consultant, or severance or termination pay, nor agreed to do any of the foregoing. (m) NaviCyte Target has not effected or agreed to effect any change in its directors, officers, employees, consultants officers or advisors, key employees except as contemplated by this Agreement and to Target's best knowledge no officer, employee, consultant officer or advisor key employee of NaviCyte Target has indicated that he or she intends to terminate his or her employment or relationship with NaviCyteTarget. (n) NaviCyte Target has not effected or committed itself to effect any amendment or modification in its Certificate of the NaviCyte Charter Incorporation or the NaviCyte Bylaws, except as contemplated in this Agreement. (o) To the Best Knowledge best knowledge of NaviCyte or the NaviCyte Majority StockholdersTarget, no statute has been enacted nor has any rule or regulation been adopted by the States of Delaware or California nor to the knowledge of management of Target, has any statute been enacted nor has any rule or regulation been adopted by any state where laws apply to the business of NaviCyte Target or any federal or foreign agency or authority which may reasonably be expected to have a material and adverse effect on the condition (financial or otherwise), business, net worthstockholder's equity, assets, prospects, properties, employees, operations operations, obligations or Liabilities liabilities of NaviCyte Target which has not yet been reflected in the operating results of NaviCyteTarget. (p) Schedule 2.7 represents a true and correct listing of all known purchase commitments as of the date hereof, and, to the best of Target's knowledge, there are no additional purchase commitments totaling in excess of $100,000.

Business Changes. Since the NaviCyte October Balance Sheet Date (except as otherwise expressly noted below with respect to a different "base date")Date, except as ---------------- otherwise contemplated by this Agreement or any other agreement between Trega and NaviCyte Agreement, the Spin-off or as otherwise set forth on SCHEDULE 2.7 attached heretodisclosed in writing to WMT, NaviCyte IPI has conducted its business only in the ordinary and usual course and, without limiting the generality of the foregoing: (a) There have been no changes in the condition (financial or otherwise), business, net worth, assets, properties, employees, operations operations, obligations or Liabilities liabilities of NaviCyte (with a "base date" for measuring Liabilities, for purposes of this clause (a), of September 30, 1998) IPI which, in the aggregate, have had or may be reasonably expected to have a material materially adverse effect on the condition, business, net worth, assets, prospects, properties or operations of NaviCyteIPI, other than those proposed changes set forth on SCHEDULE 3.11. (b) NaviCyte IPI has not issued, nor or authorized for issuance, nor or entered into any commitment to issue, any equity security, bond, note or other security of NaviCyte, except for shares of NaviCyte Common Stock issuable upon the exercise of the outstanding NaviCyte Options as referenced on SCHEDULE 2.2 attached heretoIPI. (c) NaviCyte IPI has not incurred additional debt for borrowed money, nor incurred any Liability (with a "base date" for measuring Liabilities, for purposes of this clause (c), of September 30, 1998). (d) NaviCyte has not paid any Liability, nor discharged, settled obligation or satisfied any claim, lien or encumbrance, liability except for current Liabilities in the ordinary and usual course of business and in any event not in excess of $10,000.00 5,000 for any single occurrence or occurrence; provided, however, that IPI may, for normal inventory purchases, exceed the $50,000.00 5,000 limit under its existing bank line of credit in the aggregateordinary and usual course of business. (d) IPI has not paid any obligation or liability, or discharged, settled or satisfied any claim, lien or encumbrance, except for current liabilities in the ordinary and usual course of business and in any event not in excess of $100,000 for any single occurrence. (e) NaviCyte IPI has not authorized, declared or made any dividend, payment or other distribution on or with respect to any share of capital stock of NaviCyteIPI. (f) NaviCyte IPI has not purchased, redeemed or otherwise acquired or committed itself to acquire, directly or indirectly, any share or shares of capital stock of NaviCyteIPI. (g) NaviCyte IPI has not mortgaged, pledged, or otherwise, voluntarily or involuntarily, otherwise encumbered or granted a lien or security interest in any of its assets or properties, except for liens for current taxes which are not yet delinquentdelinquent and purchase-money liens arising out of the purchase or sale of services or products made in the ordinary and usual course of business and in any event not in excess of $5,000 for any single item or $50,000 in the aggregate, other than inventory sold in the normal course of business or accounts receivable. (h) NaviCyte IPI has not disposed of, or agreed to dispose of, by sale, lease, license or otherwise, any asset or property, tangible or intangible (except for intangible, except, in the sale case of inventory such other assets and property, in the ordinary and usual course of business business, and in each case for a consideration believed to be at least equal to the fair value of such asset or property and in any event not in excess of $5,000 for assets any single item or properties which are immaterial, either alone or $25,000 in the aggregate)aggregate other than inventory sold or returned in the normal course of business. (i) NaviCyte IPI has not (i) purchased or agreed to purchase or otherwise acquire any securities of any corporation, partnership, joint venture, firm or other entity or (ii) entity; IPI has not made any expenditure or commitment for the purchase, license, acquisition, construction or improvement of a capital asset, except in the ordinary and usual course of business and in any event not in excess of $5,000 for any single item or $25,000 in the aggregate. (j) NaviCyte IPI has not entered into any transaction or contract, or made any commitment to do the same, where more than $10,000.00 except in value for any single such transaction or contract is at issue, or where more than $50,000.00 in aggregate value for all such transactions the ordinary and contracts is at issueusual course of business. (k) NaviCyte IPI has not sold, assigned, transferred or conveyed, or committed itself to sell, assign, transfer or convey, any Proprietary Rights (as defined belowin Section 3.18). (l) NaviCyte IPI has not adopted or amended any bonus, incentive, profit-profit- sharing, stock option, stock purchase, pension, retirement, deferred-deferred- compensation, severance, life insurance, medical or other benefit plan, agreement, trust, fund or arrangement for the benefit of employees of any kind whatsoever, nor entered into or amended any agreement relating to employment, services as an independent contractor or consultant, or severance or termination pay, nor agreed to do any of the foregoing. (m) NaviCyte IPI has not effected or agreed to effect any change in its directors, officers, officers or key employees, consultants or advisors, and no officer, employee, consultant or advisor of NaviCyte has indicated that he or she intends to terminate his or her employment or relationship with NaviCyte. (n) NaviCyte IPI has not effected or committed itself to effect any amendment or modification in its Articles of the NaviCyte Charter Incorporation or the NaviCyte Bylaws, except as contemplated in this Agreement. (o) To the Best Knowledge of NaviCyte or the NaviCyte Majority Stockholders, no statute has been enacted nor has any rule or regulation been adopted by any state where laws apply to the business of NaviCyte or any federal or foreign agency or authority which may reasonably be expected to have a material and adverse effect on the condition (financial or otherwise), business, net worth, assets, prospects, properties, employees, operations or Liabilities of NaviCyte which has not yet been reflected in the operating results of NaviCyte.

Business Changes. Since the NaviCyte Balance Sheet Date (except as otherwise expressly noted below with respect to a different "base date")date of the most recent balance sheet of Kaire included in the Kaire Financial Statements, except as otherwise contemplated by this Agreement or any other agreement between Trega Kaire and NaviCyte or as otherwise set forth on SCHEDULE 2.7 attached hereto, NaviCyte each Kaire Subsidiary has conducted its business only in the ordinary and usual course and, without limiting the generality of the foregoing: (a) There have been no changes in the condition (financial or otherwise), business, net worth, assets, prospects, properties, employees, operations operations, obligations or Liabilities liabilities of NaviCyte (with a "base date" for measuring Liabilities, for purposes of this clause (a), of September 30, 1998) Kaire or any Kaire Subsidiary which, in the aggregate, have had or may be reasonably expected to have a material materially adverse effect on the condition, business, net worth, assets, prospects, properties or operations of NaviCyteKaire and the Kaire Subsidiaries taken as a whole. (b) NaviCyte Neither Kaire nor any Kaire Subsidiary has not issued, nor or authorized for issuance, nor or entered into any commitment to issue, any equity security, bond, note or other security of NaviCyte, except for shares of NaviCyte Common Stock issuable upon the exercise of the outstanding NaviCyte Options as referenced on SCHEDULE 2.2 attached heretoKaire or any Kaire Subsidiary. (c) NaviCyte Neither Kaire nor any Kaire Subsidiary has not incurred additional debt for borrowed money, nor incurred any Liability (with a "base date" for measuring Liabilities, for purposes of this clause (c), of September 30, 1998). (d) NaviCyte has not paid any Liability, nor discharged, settled obligation or satisfied any claim, lien or encumbrance, liability except for current Liabilities in the ordinary and usual course of business and in any event not in excess of $10,000.00 for any single occurrence or $50,000.00 in the aggregatebusiness. (ed) NaviCyte Neither Kaire nor any Kaire Subsidiary has not authorized, declared or made any dividend, payment or other distribution on or with respect to any share of capital stock of NaviCyteKaire or any Kaire Subsidiary. (fe) NaviCyte Neither Kaire nor any Kaire Subsidiary has not purchased, redeemed or otherwise acquired or committed itself to acquire, directly or indirectly, any share or shares of capital stock of NaviCyteKaire or any Kaire Subsidiary. (gf) NaviCyte Neither Kaire nor any Kaire Subsidiary has not mortgaged, pledged, or otherwise, voluntarily or involuntarily, encumbered or granted a lien or security interest in any of its assets or properties, except for liens for current taxes which are not yet delinquentdelinquent and purchase-money liens arising out of the purchase or sale of products made in the ordinary and usual course of business. (hg) NaviCyte Neither Kaire nor any Kaire Subsidiary has not disposed of, or agreed to dispose of, by sale, lease, license or otherwise, any asset or property, tangible or intangible (intangible, except for the sale of inventory in the ordinary and usual course of business or for assets or properties which are immaterial, either alone or in the aggregate)business. (ih) NaviCyte Neither Kaire nor any Kaire Subsidiary has not (i) purchased or agreed to purchase or otherwise acquire any securities of any corporation, partnership, joint venture, firm or other entity or entity. (iii) Neither Kaire nor any Kaire Subsidiary has made any expenditure or commitment for the purchase, license, acquisition, construction or improvement of a capital asset, except in the ordinary and usual course of business. (j) NaviCyte Neither Kaire nor any Kaire Subsidiary has not entered into any transaction or contract, or made any commitment to do the same, where more than $10,000.00 except in value for any single such transaction or contract is at issue, or where more than $50,000.00 in aggregate value for all such transactions the ordinary and contracts is at issueusual course of business. (k) NaviCyte Neither Kaire nor any Kaire Subsidiary has not sold, assigned, transferred or conveyed, or committed itself to sell, assign, transfer or convey, any Proprietary Rights (as defined below). (l) NaviCyte has not adopted or amended any bonus, incentive, profit-sharing, stock option, stock purchase, pension, retirement, deferred-compensation, severance, life insurance, medical or other benefit plan, agreement, trust, fund or arrangement for the benefit of employees of any kind whatsoever, nor entered into or amended any agreement relating to employment, services as an independent contractor or consultant, or severance or termination pay, nor agreed to do any of the foregoing. (m) NaviCyte has not effected or agreed to effect any change in its directors, officers, employees, consultants or advisors, and no officer, employee, consultant or advisor of NaviCyte has indicated that he or she intends to terminate his or her employment or relationship with NaviCyte. (n) NaviCyte has not effected or committed itself to effect any amendment or modification to its Articles of the NaviCyte Charter Incorporation or the NaviCyte Bylaws. (o) To the Best Knowledge of NaviCyte or the NaviCyte Majority Stockholders, no statute has been enacted nor has any rule or regulation been adopted by any state where laws apply to the business of NaviCyte or any federal or foreign agency or authority which may reasonably be expected to have a material and adverse effect on the condition (financial or otherwise), business, net worth, assets, prospects, properties, employees, operations or Liabilities of NaviCyte which has not yet been reflected in the operating results of NaviCyte.

Business Changes. Since the NaviCyte IMSL Balance Sheet Date (except as otherwise expressly noted below with respect to a different "base date")Date, except as otherwise ---------------- contemplated by this Agreement or any other agreement between Trega and NaviCyte or as otherwise set forth on SCHEDULE 2.7 attached heretoAgreement, NaviCyte IMSL has conducted its business only in the ordinary and usual course and, without limiting the generality of the foregoing: (a) IMSL has not sustained any damage, destruction or loss, by reason of fire, explosion, earthquake, casualty, labor trouble, requisition or taking of property by any government or agent thereof, windstorm, embargo, riot, act of God or public enemy, flood, accident, revocation of license or right to do business, total or partial termination, suspension, default or modification of contracts, governmental restriction or regulation, other calamity, or other similar or dissimilar event (whether or not covered by insurance) materially and adversely affecting the condition (financial or otherwise), business, net worth, assets, properties or operations of IMSL. (b) There have been no changes in the condition (financial or otherwise), business, net worth, assets, properties, employeesopera tions, operations obligations or Liabilities liabilities (fixed or contingent) of NaviCyte (with a "base date" for measuring Liabilities, for purposes of this clause (a), of September 30, 1998) IMSL which, in the aggregate, have had or may be reasonably expected to have (whether before or after the Effective Time of the Merger) a material materially adverse effect on the conditioncondition (financial or other wise), business, net worth, assets, properties or operations of NaviCyteIMSL. (bc) NaviCyte IMSL has not issued, nor or authorized for issuance, nor entered into any commitment to issue, any equity security, bond, note or other security of NaviCyteIMSL, except for shares of NaviCyte IMSL Class A Common Stock issuable issued upon the exercise of the outstanding NaviCyte IMSL Options as referenced on SCHEDULE 2.2 attached heretoreferred to in Section 4.2, or accelerated the vesting of any employee stock benefits (including vesting under stock pur chase agreements or exercisability of stock options) and IMSL has not granted, or entered into, any commitment or obligation to issue or sell any such equity security, bond, note or other security of IMSL, whether pursuant to offers, stock option agreements, stock bonus agreements, stock purchase plans, incentive compensation plans, warrants, calls, conversion rights or otherwise, except for shares of IMSL Class A Common issued upon the exercise of the IMSL Options referred to in Section 4.2. (cd) NaviCyte IMSL has not incurred additional debt for borrowed money, nor incurred any Liability material obligation or liability (with a "base date" for measuring Liabilitiesfixed, for purposes of this clause (ccontingent or otherwise), of September 30, 1998). (d) NaviCyte has not paid any Liability, nor discharged, settled or satisfied any claim, lien or encumbrance, except for current Liabilities in the ordinary and usual course of the business and in any event not in excess of $10,000.00 for any single occurrence or $50,000.00 in the aggregateIMSL. (e) NaviCyte IMSL has not authorizedpaid any material obligation or liability (fixed, contingent or otherwise), or discharged or satisfied any lien or encumbrance, or settled any material liability, claim, dispute, proceeding, suit, or appeal, pending or threatened against it or any of its assets or properties, except for current liabili ties included in the IMSL Balance Sheet and current liabilities incurred since the IMSL Balance Sheet Date in the ordinary and usual course of the business of IMSL. (f) IMSL has not declared or made any dividend, payment or other distribution on or with respect to any share of capital stock of NaviCyteIMSL. (fg) NaviCyte IMSL has not purchased, redeemed or otherwise acquired or committed itself to acquire, directly or indirectly, any share or shares of capital stock of NaviCyteIMSL. (gh) NaviCyte IMSL has not mortgaged, pledged, or otherwise, voluntarily or involuntarily, otherwise encumbered or granted a subjected to lien or security interest in any of its assets or properties, tangible or intangible, nor has it committed itself to do any of the foregoing, except for liens for current taxes which are not yet delinquentdue and payable and purchase-money liens arising out of the pur chase or sale of products or services made in the ordinary and usual course of business. (hi) NaviCyte IMSL has not disposed of, or agreed to dispose of, by sale, lease, license or otherwise, any asset or property, tangible or intangible intangible, except in the ordi nary and usual course of business, and in each case for a consider ation at least equal to the fair value of such asset or property, nor has IMSL leased or licensed to others (including officers and directors), or agreed so to lease or license, any asset or property, except for the sale of inventory in the ordinary course of business business, nor has IMSL discontinued any product line or for assets the production, sale or properties which are immaterial, either alone other disposition of any of its products or in the aggregate)services. (ij) NaviCyte IMSL has not (i) purchased or agreed to purchase or otherwise acquire any debt or equity securities of any corporation, partnership, joint venture, firm or other entity or (ii) entity; IMSL has not made any expenditure or commitment for the purchase, license, acquisition, construction con struction or improvement of a capital asset, except in the ordinary and usual course of business; the amount of any such expenditure and commitment made in the ordinary and usual course of business has not exceeded $10,000 and no commitment has been made which includes obligations extending beyond December 1, 1992. (jk) NaviCyte IMSL has not entered into any transaction or contract, or made any commitment to do the same, where more than except in the ordi nary and usual course of business and not involving an amount in any individual case in excess of $10,000.00 10,000 ($25,000 in value for the case of any single such transaction sale to any one customer), nor has IMSL waived any right of substantial value or contract is at issue, cancelled any debts or where more than $50,000.00 claims or volun tarily suffered any extraordinary losses which individually or in the aggregate value for all such transactions and contracts is at issuewould have a materially adverse effect on the business of IMSL. (kl) NaviCyte IMSL has not sold, assigned, transferred or conveyed, or committed itself to sell, assign, transfer or convey, any Proprietary Rights (as defined belowin Section 4.14), except in the ordinary course of business. (lm) NaviCyte IMSL has not adopted effected or amended agreed to effect any bonus, incentive, profit-amendment or supplement to any employee profit sharing, stock option, stock purchase, pension, bonus, incentive, retirement, deferred-compensation, severancemedical reimbursement, life insurance, medical deferred compensation or any other employee benefit planplan or arrangement. (n) Except for normal merit wage, agreementsalary and benefit increases for non- senior management employees consistent with IMSL's established practices, trust, fund IMSL has not paid or arrangement committed itself to pay to or for the benefit of any of its directors, officers, employees or shareholders any compensation of any kind whatsoeverother than wages, nor entered into or amended any agreement relating salaries and benefits at times and rates in effect prior to employment, services as an independent contractor or consultant, or severance or termination pay, nor agreed to do any of the foregoingIMSL Balance Sheet Date. (mo) NaviCyte IMSL has not effected or agreed to effect any change in its directors, officers, employees, consultants directors or advisors, and no officer, employee, consultant or advisor of NaviCyte has indicated that he or she intends to terminate his or her employment or relationship with NaviCyteexecutive management. (np) NaviCyte IMSL has not effected or committed itself to effect any amendment or modification in its Articles of the NaviCyte Charter Incorporation or the NaviCyte Bylaws. (oq) To the Best Knowledge knowledge of NaviCyte or the NaviCyte Majority StockholdersIMSL, no statute has been enacted nor has any rule or regulation been adopted by any state where laws apply to (whether before or after the business date of NaviCyte or any federal or foreign agency or authority the IMSL Balance Sheet) which may reasonably be expected to have a material and adverse effect on the condition (financial or otherwise), business, net worth, assets, prospects, properties, employees, properties or operations or Liabilities of NaviCyte which has not yet been reflected in the operating results of NaviCyteIMSL.