Common use of Certain Contracts and Arrangements Clause in Contracts

Certain Contracts and Arrangements. Except as set forth in Section 2.9 of the Disclosure Schedule (with true and correct copies delivered to the Investor), the Company is not a party or subject to or bound by: (a) any plan or contract providing for collective bargaining or the like, or any contract or agreement with any labor union; (b) any contract, lease or agreement creating any obligation of the Company to pay to any third party $100,000 or more with respect to any single such contract or agreement; (c) any contract or agreement for the sale, license, lease or disposition of products or services in excess of $100,000; (d) any contract containing covenants directly or explicitly limiting the freedom of the Company to compete in any line of business or with any person or entity; (e) any license agreement (as licensor or licensee); (f) any contract or agreement for the purchase of any leasehold improvements, equipment or fixed assets for a price in excess of $100,000; (g) any indenture, mortgage, promissory note, loan agreement, guaranty or other agreement or commitment for borrowing in excess of $100,000 or any pledge or security arrangement; (h) any material joint venture, partnership, or manufacturing agreement; (i) any endorsement or any other advertising, promotional or marketing agreement; (j) any employment contracts, or agreements with officers, directors, employees or stockholders of the Company or persons or organizations related to or affiliated with any such persons; (k) any pension, profit sharing, retirement (other than the Company's 401(k) plan), stock option, phantom stock or other equity incentive plans; (l) any arrangement relating to any royalty payments to employees, customers or independent contractors based on the sales volume of the Company; (m) any acquisition, merger or similar agreement; or (n) any contract with a governmental body under which the Company may have an obligation for renegotiation. All of the Company's contracts and commitments are in full force and effect and neither the Company nor, to the knowledge of the Company, any other party is in default thereunder (nor, to the knowledge of the Company, has any event occurred which with notice, lapse of time or both would constitute a default thereunder), except to the extent that any such default would not have a Material Adverse Effect, and the Company has not received notice of any alleged default under any such contract, agreement, understanding or commitment.

Certain Contracts and Arrangements. Except as set forth in Section 2.9 of the Disclosure Schedule (with true and correct copies delivered to the Investor), the Company is not a party or subject to or bound by: (a) any plan or contract providing for collective bargaining or the like, or any contract or agreement with any labor union; (b) any contract, lease or agreement creating any obligation of the Company to pay to any third party $100,000 or more with respect to any single such contract or agreement; (c) any contract or agreement for the sale, license, lease or disposition of products or services in excess of $100,000; (d) any contract containing covenants directly or explicitly limiting the freedom of the Company to compete in any line of business or with any person or entity; (e) any license agreement (as licensor or licensee); (f) any contract or agreement for the purchase of any leasehold improvements, equipment or fixed assets for a price in excess of $100,000; (g) any indenture, mortgage, promissory note, loan agreement, guaranty or other agreement or commitment for borrowing in excess of $100,000 or any pledge or security arrangement; (h) any material joint venture, partnership, or manufacturing agreement; (i) ; any endorsement or any other advertising, promotional or marketing agreement; (ji) any employment contracts, or agreements with officers, directors, employees or stockholders of the Company or persons or organizations related to or affiliated with any such persons; (kj) any pension, profit sharing, retirement (other than the Company's 401(k) plan), stock option, phantom stock or other equity incentive plans; (lk) any arrangement relating to any royalty payments to employees, customers or independent contractors based on the sales volume of the Company; (ml) any acquisition, merger or similar agreement; or (nm) any contract with a governmental body under which the Company may have an obligation for renegotiation. All of the Company's contracts and commitments are in full force and effect and neither the Company nor, to the knowledge of the Company, any other party is in default thereunder (nor, to the knowledge of the Company, has any event occurred which with notice, lapse of time or both would constitute a default thereunder), except to the extent that any such default would not have a Material Adverse Effect, and the Company has not received notice of any alleged default under any such contract, agreement, understanding or commitment.

Certain Contracts and Arrangements. Except as set forth in Section 2.9 of the Disclosure Schedule (with true and correct copies delivered to the Investor), the Company is not a party or subject to or bound by: (a) any plan or contract providing for collective bargaining or the like, or any contract or agreement with any labor union; (b) any contract, lease or agreement creating any obligation of the Company (contingent or otherwise) to pay to any third party $100,000 or more with respect to any single such contract or agreement; (c) any contract or agreement for the sale, license, lease or disposition of products or services in excess of $100,000; (d) any contract containing covenants directly or explicitly limiting the freedom of the Company to compete in any line of business or with any person or entity; (e) any license agreement (as licensor or licensee); (f) any contract or agreement for the purchase of any leasehold improvements, equipment or fixed assets for a price in excess of $100,000; (g) any indenture, mortgage, promissory note, loan agreement, guaranty or other agreement or commitment for borrowing in excess of $100,000 or any pledge or security arrangement; (h) any material joint venture, partnership, or manufacturing agreement; (i) any endorsement or any other advertising, promotional or marketing agreement; (j) any employment contracts, or agreements with officers, directors, employees or stockholders of the Company or persons or organizations related to or affiliated with any such persons; (k) any pension, profit sharing, retirement (other than the Company's 401(k) plan), stock option, phantom stock or other equity incentive plans; (l) any arrangement relating to any royalty payments to employees, customers or independent contractors based on the sales volume of the Company; (m) any acquisition, merger or similar agreement; or (n) any contract with a governmental body under which the Company may have an obligation for renegotiation. All Except as set forth in Section 2.9 of the Disclosure Schedule, (i) each of the Company's contracts and commitments are is in full force and effect and neither is valid, binding and enforceable in accordance with its terms as to the Company norand, to the knowledge of the Company, any as to each other party is in thereto; (ii) there exists no material breach or material default thereunder (noror event that with notice or lapse of time would constitute a material breach or material default) on the part of the Company or, to the knowledge of the Company, has on the part of any event occurred which with notice, lapse other party under any of time the Company's contracts or both would constitute a default thereunder)commitments, except to the extent that any such breach or default would not have a Material Adverse Effect, and ; (iii) the Company has not received a written notice of any alleged termination or default under any of the Company's contracts or commitments; and (iv) as of the date of this Agreement, no party to an agreement under which the Company acquired a substantial portion of its assets has asserted any claim for indemnification under such contractagreement. The Company has not engaged in the past three (3) months in any discussion (i) with any representative of any corporation or corporations regarding the merger of the Company with or into any such corporation or corporations, agreement(ii) with any representative of any corporation, understanding partnership, association or commitmentother business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of the Company or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company would be disposed of, or (iii) regarding any other form of liquidation, dissolution or winding up of the Company.

Certain Contracts and Arrangements. Except as set forth in Section 2.9 2.13 of the Disclosure Schedule (with true and correct copies delivered to the InvestorInvestors), the Company is not a party or subject to or bound by: (a) any plan or contract providing for collective bargaining or the like, or any contract or agreement with any labor union; (b) any contract, lease or agreement creating any obligation of the Company to pay to any third party $100,000 or more with respect to any single such contract or agreement; (c) any contract or agreement for the sale, license, lease or disposition of products or services in excess of $100,000; (d) any contract containing covenants directly or explicitly limiting the freedom of the Company to compete in any line of business or with any person or entity; (e) any license agreement (as licensor or licensee)) material to the Company's business or projected business; (f) any contract or agreement for the purchase of any leasehold improvements, equipment or fixed assets for a price in excess of $100,000; (g) any indenture, mortgage, promissory note, loan agreement, guaranty or other agreement or commitment for borrowing in excess of $100,000 or any pledge or security arrangement; (h) any material joint venture, partnership, manufacturing, development or manufacturing supply agreement; (i) any endorsement or any other advertising, promotional or marketing agreement; (j) any employment contracts, or agreements with officers, directorskey employees, employees directors or stockholders of the Company or persons or organizations related to or affiliated with any such persons; (k) any stock redemption or purchase agreements or other agreements affecting or relating to the capital stock of the Company, including without limitation any agreement with any stockholder of the Company which includes without limitation, anti-dilution rights, registration rights, voting arrangements, operating covenants or similar provisions; (l) any pension, profit sharing, retirement (other than the Company's 401(k) plan), or stock option, phantom stock or other equity incentive options plans; (lm) any material royalty, dividend or similar arrangement relating to any royalty payments to employees, customers or independent contractors based on the sales volume of the Company; (mn) any acquisition, merger or similar agreement; or; (no) any contract with a governmental body under which the Company may have an obligation for renegotiation; (p) any agreement with any stockholder of the Company or any affiliate of any such stockholder; or (q) any other contract not executed in the ordinary course of business. All of the Company's contracts and commitments are in full force and effect and neither the Company Company, nor, to the knowledge of the Company, any other party is in default thereunder (nor, to the knowledge of the Company, has any event occurred which with notice, lapse of time or both would constitute a default thereunder), except to the extent that any such default would not have a Material Adverse Effect, and the Company has not received notice of any alleged default under any such contract, agreement, understanding or commitment.

Certain Contracts and Arrangements. Except as set forth in Section 2.9 of the Disclosure Schedule (with true and correct copies delivered to the Investor), the The Company is not a party or subject to or bound by: (a) any plan plan, contract or contract governmental order providing for collective bargaining or the like, or any contract or agreement with any labor union; (b) any contract, lease or agreement creating any obligation of the Company to pay to any third party $100,000 or more with respect to any single such contract or agreementagreement (other than purchase orders made in the ordinary course of business); (c) any contract or agreement for the sale, license, lease or disposition of products or services by the Company in excess of $100,000100,000 (other than purchase orders made in the ordinary course of business); (d) any contract containing covenants directly or explicitly limiting the freedom of the Company to compete in any line of business or with any person or entityentity in any material manner; (e) any material license agreement (as licensor or licensee); (f) any lease of real property; (g) any contract or agreement for the purchase of any leasehold improvements, equipment or fixed assets for a price in excess of $100,000; (gh) any indenture, mortgage, promissory note, loan agreement, guaranty or other agreement or commitment for borrowing in excess of $100,000 or any pledge or security arrangement; (hi) any material joint venture, partnership, manufacturing, development or manufacturing supply agreement; (ij) any endorsement or any other advertising, promotional or marketing agreement; (jk) any contracts for employment contracts, with respect to any individual who received total compensation in 1997 in excess of $100,000 or who has an annual base compensation for 1998 in excess of $100,000 or other agreements with officers, directors, employees or stockholders of the Company or persons or organizations related to or affiliated with any such personspersons including, without limitation, contracts or other agreements granting any such person any equity, phantom equity or similar interest in the Company; (kl) any stock redemption or purchase agreements or other agreements affecting or relating to the capital stock of the Company, including without limitation any agreement with any stockholder of the Company which includes without limitation, those providing for anti-dilution rights, registration rights, voting arrangements, operating covenants or similar provisions; (m) any pension, profit sharing, retirement (other than the Company's 401(k) plan)retirement, stock option, phantom stock or other equity incentive incentive, bonus or commission plans; (ln) any material royalty, dividend, distribution or sales representative agreement or similar arrangement relating to any royalty payments to employees, customers (including without limitation agreements or independent contractors arrangements with employees or marketing directors) based in whole or in part on the sales volume volume, revenue, net income or other operating results of the Company; (mo) any material acquisition, merger or similar agreement; or; (np) any material contract with a governmental body under which the Company may have an obligation for renegotiation; (q) any material agreement or arrangement providing for the indemnification of others against, or the sharing of, the liability of others for Taxes; (r) material agreements for the purchase of any commodity or material for the performance of the executory portion of which shall extend over a period of more than one year or involve consideration in excess of $100,000, except purchase orders in the ordinary course of business; or (s) any other material contract not executed in the ordinary course of business. All of the Company's written contracts and commitments constitute legal, valid and binding obligations of the Company, and, to the knowledge of the Founder and the Company, the other parties thereto and are enforceable in full force accordance with their respective terms, except where any failure to be valid, binding and effect and neither enforceable would not have a Material Adverse Effect. Neither the Company nor the Founder knows of any notice or threat of or basis for the termination, expiration or modification of any such agreements within one year from the date hereof, which termination, expiration or modification is reasonably likely to have a Material Adverse Effect. Neither the Company, nor, to the knowledge of the CompanyCompany and the Founder, any other party is in default thereunder (nor, to the knowledge of the CompanyCompany and the Founder, has any event occurred which with notice, lapse of time or both would constitute a default thereunder), except to the extent that any such default would not have a Material Adverse Effect, and neither the Company nor the Founder has not received notice of any alleged default under any such contract, agreement, understanding or commitment.

Certain Contracts and Arrangements. Except as set forth in Section 2.9 2.7 of the Disclosure Schedule (with true and correct copies delivered to the InvestorCanopy), the Company is not a party or subject to or bound by: (a) any plan or contract providing for collective bargaining or the like, or any contract or agreement with any labor union; (b) any contract, lease or agreement creating any obligation of the Company to pay to any third party $100,000 or more with respect to any single such contract or agreement; (c) any contract or agreement for the sale, license, lease or disposition of products or services in excess of $100,000; (d) any contract containing covenants directly or explicitly limiting the freedom of the Company to compete in any line of business or with any person or entity; (e) any license agreement (as licensor or licensee); (f) any contract or agreement for the purchase of any leasehold improvements, equipment or fixed assets for a price in excess of $100,000; (g) any indenture, mortgage, promissory note, loan agreement, guaranty or other agreement or commitment for borrowing in excess of $100,000 or any pledge or security arrangement; (h) any material joint venture, partnership, or manufacturing agreement; (i) any endorsement or any other advertising, promotional or marketing agreement; (j) any employment contracts, or agreements with officers, directors, employees or stockholders of the Company or persons or organizations related to or affiliated with any such persons; (k) any pension, profit sharing, retirement (other than the Company's 401(k) plan), stock option, phantom stock or other equity incentive plans; (l) any arrangement relating to any royalty payments to employees, customers or independent contractors based on the sales volume of the Company; (m) any acquisition, merger or similar agreement; or (n) any contract with a governmental body under which the Company may have an obligation for renegotiation. All of the Company's contracts and commitments are in full force and effect and neither the Company nor, to the knowledge of the Company, any other party is in default thereunder (nor, to the knowledge of the Company, has any event occurred which with notice, lapse of time or both would constitute a default thereunder), except to the extent that any such default would not have a Material Adverse Effect, and the Company has not received notice of any alleged default under any such contract, agreement, understanding or commitment.

Certain Contracts and Arrangements. Except as either specifically ---------------------------------- contemplated by this Agreement or set forth in Section 2.9 2.12 of the Disclosure ------------------------------ Schedule (with true true, complete and correct copies delivered provided to the Investor), the -------- Company is not and after giving effect to the Nycomed Acquisition will not be, a party or subject to or bound by: (a) any plan or contract providing for collective bargaining or the like, or any contract or agreement with any labor union(i) involving a potential commitment or payment by the Company in excess of $50,000 or (ii) which is otherwise material and not entered into in the ordinary course of business; (b) any contract, lease or agreement creating any obligation in excess of $10,000 which is not cancelable by the Company to pay to any third party $100,000 or more with respect to any single such contract or agreementwithout penalty on not less than 60 days notice; (c) any contract or agreement for the sale, license, lease or disposition of products or services in excess of $100,000; (d) any contract containing covenants directly or explicitly limiting in any material respect the freedom of the Company to compete in any line of business or with any person or entityPerson; (e) any license agreement (as licensor or licensee); (fd) any contract or agreement for relating to the purchase licensing, distribution, development, purchase, sale or servicing of any leasehold improvements, equipment software or fixed assets for a price in excess of $100,000hardware products; (ge) any indenture, mortgage, promissory note, loan agreement, guaranty or other agreement or commitment for borrowing in excess of $100,000 or any pledge or security arrangement; (h) any material joint venture, partnership, or manufacturing agreement; (i) any endorsement or any other advertising, promotional or marketing agreement; (jf) any employment contracts, non-competition agreements or other agreements with present or former officers, directors, employees or stockholders of the Company or persons or organizations Persons related to or affiliated with any such personsPersons; (kg) any stock redemption or purchase agreements or other agreements affecting or relating to the capital stock of the Company, including, without limitation, any agreement with any stockholder of the Company which includes, without limitation, anti-dilution rights, registration rights, voting arrangements, operating covenants or similar provisions; (h) any pension, profit sharing, retirement (other than the Company's 401(k) plan), stock option, phantom stock or other equity incentive participation plans; (li) any royalty, dividend or similar arrangement relating to any royalty payments to employees, customers or independent contractors based on the sales volume revenues or profits of the CompanyCompany or any contract or agreement involving fixed price or fixed volume arrangements; (mj) any joint venture, partnership, manufacturer, development or supply agreement; (k) any acquisition, merger or similar agreement; (l) any contract with any governmental entity; or (nm) any other material contract with a governmental body under which not executed in the Company may have an obligation for renegotiationordinary course of business. All of such contracts, agreements, leases and instruments are, and after giving effect to the Company's contracts Nycomed Acquisition will be, valid and commitments are in full force and effect and neither constitute legal, valid and binding obligations of the Company norenforceable in accordance with their respective terms. The Company has no knowledge of any notice or threat of or circumstances, including as a result of this Agreement and the transactions contemplated hereby, which would give rise to a termination of any such contracts, agreements, leases or instruments, which termination would have a Material Adverse Effect. The Company is not and, after giving effect to the knowledge of the Companytransactions contemplated hereby will not be, any other party is in default thereunder (norin complying with any provisions of any such contract, to the knowledge of the Companyagreement, has any lease or instrument, and no condition or event occurred which or fact exists which, with notice, lapse of time or both both, would constitute a default thereunder)thereunder on the part of the Company, except to the extent that for any such default default, condition, event or fact that, individually or in the aggregate, would not have a Material Adverse Effect, and the Company has not received notice of any alleged default under any such contract, agreement, understanding or commitment.