Common use of Contracts and Other Agreements Clause in Contracts

Contracts and Other Agreements. (a) Neither Parent nor any Parent Subsidiary is a party to or bound by, and neither they nor their properties are subject to, any contract or other agreement required to be disclosed in a Form 10-KSB, Form 10-QSB or Form 8-K of the SEC, which is not so disclosed. All of such contracts and other agreements and all of the contracts required to be set forth in Section 3.11 of the Parent Disclosure Schedule (“Parent Material Contracts”) are valid, subsisting, in full force and effect, binding upon Parent or the Parent Subsidiary party thereto, and, to the knowledge of Parent, binding upon the other parties thereto in accordance with their terms, except for such failures to be valid and binding or to be in full force and effect which would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. There is no default under any Parent Material Contract by Parent or any of the Parent Subsidiaries and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by Parent or any Parent Subsidiaries, in each case except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Correct and complete copies of the Parent Material Contracts have been previously provided to the Company. (b) Section 3.11(b) of the Parent Disclosure Schedule sets forth a list of the following contracts and other agreements to which Parent or any Parent Subsidiary is a party or by or to which they or their assets or properties are bound or subject: (i) any agreement (A) relating to a joint venture, partnership or other arrangement involving a sharing of profits, losses, costs or liabilities with another person or entity, (B) providing for the payment or receipt by Parent or a Parent Subsidiary of milestone payments or royalties, or (C) that individually requires aggregate expenditures by Parent and/or any Parent Subsidiary in any one year of more than $100,000; (ii) any indenture, trust agreement, loan agreement or note that involves or evidences outstanding indebtedness, obligations or liabilities for borrowed money in excess of $100,000; (iii) any agreement of surety, guarantee or indemnification that involves potential obligations in excess of $100,000; (iv) any agreement that limits or restricts Parent or any Parent Subsidiary to compete in any business or with any person or in any geographic area except for and any such Material Contract that may be canceled without any penalty or other liability to Parent or any of the Parent Subsidiaries upon notice of 30 days or less; (v) any interest rate, equity or other swap or derivative instrument; or (vi) any agreement obligating Parent to register securities under the Securities Act. (c) Except as disclosed on Section 3.11(c) of the Parent Disclosure Schedule, no executive officer or director of Parent has (whether directly or indirectly through another entity in which such person has a material interest, other than as the holder of less than 1% of a class of securities of a publicly traded company) has any interest in any contract or property (real or personal, tangible or intangible), used in, or pertaining to the business of Parent which interest would be required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated by the SEC.

Contracts and Other Agreements. (a) Neither Parent the Company nor any Parent Company Subsidiary is a party to or bound by, and neither they nor their properties are subject to, any contract or other agreement required to be disclosed in a Form 10-KSB, Form 10-QSB or Form 8-K of the SEC, which is not so disclosed. All of such contracts and other agreements and all of the contracts required to be set forth in Section 3.11 2.11 of the Parent Company Disclosure Schedule (“Parent Company Material Contracts”) are valid, subsisting, in full force and effect, binding upon Parent the Company or the Parent Company Subsidiary party thereto, and, to the knowledge of Parentthe Company, binding upon the other parties thereto in accordance with their terms, except for such failures to be valid and binding or to be in full force and effect which would not, individually or in the aggregate, reasonably be expected to have a Parent Company Material Adverse Effect. There is no default under any Parent Company Material Contract by Parent the Company or any of the Parent Company Subsidiaries and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by Parent the Company or any Parent Company Subsidiaries, in each case except as would not, individually or in the aggregate, reasonably be expected to have a Parent Company Material Adverse Effect. Correct and complete copies of the Parent Company Material Contracts have been previously provided to the CompanyParent. (b) Section 3.11(b2.11(b) of the Parent Company Disclosure Schedule sets forth a list of the following contracts and other agreements to which Parent the Company or any Parent Company Subsidiary is a party or by or to which they or their assets or properties are bound or subject: (i) any agreement (A) relating to a joint venture, partnership or other arrangement involving a sharing of profits, losses, costs or liabilities with another person or entity, (B) providing for the payment or receipt by Parent the Company or a Parent Company Subsidiary of milestone payments or royalties, or (C) that individually requires aggregate expenditures by Parent the Company and/or any Parent Company Subsidiary in any one year of more than $100,00050,000; (ii) any indenture, trust agreement, loan agreement or note that involves or evidences outstanding indebtedness, obligations or liabilities for borrowed money in excess of $100,00050,000; (iii) any agreement of surety, guarantee or indemnification that involves potential obligations in excess of $100,00050,000; (iv) any agreement that limits or restricts Parent the Company or any Parent Company Subsidiary (or which, following the consummation of the Merger, could materially restrict the ability of the Surviving Corporation) to compete in any business or with any person or in any geographic area except for and any such Material Contract that may be canceled without any penalty or other liability to Parent the Company or any of the Parent Company Subsidiaries upon notice of 30 days or less; (v) any interest rate, equity or other swap or derivative instrument; or (vi) any agreement obligating Parent the Company to register securities under the Securities Act. (c) Except as disclosed on Section 3.11(c2.11(c) of the Parent Company Disclosure Schedule, no executive officer or director of Parent the Company has (whether directly or indirectly through another entity in which such person has a material interest, other than as the holder of less than 1% of a class of securities of a publicly traded company) has any interest in any contract or property (real or personal, tangible or intangible), used in, or pertaining to the business of Parent the Company which interest would be required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated by the SEC.

Contracts and Other Agreements. There are no contracts or agreements that are material contracts (aas defined in Item 601(b)(10)) Neither Parent nor any Parent Subsidiary is a party to or bound by, and neither they nor their properties are subject to, any contract or other agreement required to be disclosed in a Form 10-KSB, Form 10-QSB or Form 8of Regulation S-K of the SEC, which is not so disclosed. All of such contracts and other agreements and all of the contracts required to be set forth in Section 3.11 of the Parent Disclosure Schedule (“Parent Material Contracts”) are valid, subsisting, in full force and effect, binding upon Parent or the Parent Subsidiary party thereto, and, to the knowledge of Parent, binding upon the other parties thereto in accordance with their terms, except for such failures to be valid and binding or to be in full force and effect which would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. There is no default under any Parent Material Contract by Parent or any of the Parent Subsidiaries and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by Parent or any Parent Subsidiaries, in each case except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Correct and complete copies of the Parent Material Contracts have been previously provided to the Company. (b) Section 3.11(b) of the Parent Disclosure Schedule sets forth a list of the following contracts and other agreements to which Parent or any Parent Subsidiary is a party or by which Parent or to which they or their assets or properties are any Parent Subsidiary is bound or subject: (ithe “Parent Agreements”) any agreement other than (Aa) relating to a joint venture, partnership or other arrangement involving a sharing Parent Agreements identified on the exhibit indices of profits, losses, costs or liabilities with another person or entity, Parent SEC Reports and (Bb) providing for the payment or receipt those Parent Agreements entered into by Parent or a Parent Subsidiary after the date of milestone payments this Agreement in compliance with Section 4.1. Each Parent Agreement is valid, subsisting, in full force and effect and is enforceable against Parent or royaltiesthe applicable Parent Subsidiary, or (C) that individually requires aggregate expenditures by Parent and/or any Parent Subsidiary and, to the knowledge of Parent, the other parties thereto in any one year of more than $100,000; (ii) any indenture, trust agreement, loan agreement or note that involves or evidences outstanding indebtedness, obligations or liabilities for borrowed money in excess of $100,000; (iii) any agreement of surety, guarantee or indemnification that involves potential obligations in excess of $100,000; (iv) any agreement that limits or restricts accordance with its terms. Neither Parent or any Parent Subsidiary Subsidiary, nor to compete the knowledge of Parent, any other party, is in any business or with any person breach of or in default under any geographic area provision of any Parent Agreement, except for breaches or defaults which have not had and are not reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect. To Parent’s knowledge, no condition or circumstance exists which would reasonably be expected to constitute a default of a provision under any such Parent Agreement, except for defaults which have not had, and are not reasonably likely to have, individually or in the aggregate, a Parent Material Contract that may be canceled without Adverse Effect. True and complete copies of any penalty or other liability to Parent or any of Agreements listed on the Parent Subsidiaries upon notice Disclosure Schedule pursuant to this Section 3.11 and unredacted copies of 30 days or less; (v) any interest rate, equity or other swap or derivative instrument; or (vi) any agreement obligating Parent Agreements filed with the SEC pursuant to register securities under the Securities Acta confidential treatment request have been provided to Company. (ca) Except as disclosed on Section 3.11(c) To the knowledge of the Parent Disclosure ScheduleParent, no executive officer or director of Parent has (whether directly or indirectly through another entity in which such person has a material interest, other than as the holder of less than 12% of a class of securities of a publicly traded company) has any material interest in any contract property or property (real or personal, tangible or intangible), used in, or pertaining to the business assets of Parent which (except as a stockholder) or a Parent Subsidiary, any competitor, customer, supplier or agent of Parent or a Parent Subsidiary or any person that is currently a party to any Parent Agreement. (b) Neither Parent nor any Parent Subsidiary is party to any interest would be required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated by the SECrate, equity or other swap or derivative instrument.

Contracts and Other Agreements. (a) Neither Parent nor any Parent Subsidiary is a party to or bound by, and neither they nor their properties are subject to, any contract or other agreement required to be disclosed in a Form 10-KSB, Form 10-QSB or Form 8-K of the SEC, which is not so disclosed. All of such contracts and other agreements and all Each of the contracts required to be set forth in Section 3.11 of on the Parent MMX Disclosure Schedule (“Parent Material Contracts”) are is valid, subsisting, in full force and effect, binding upon Parent or the Parent Subsidiary party theretoMMX, and, and to the knowledge of ParentMMX, binding upon the other parties thereto in accordance with their terms, except and MMX has paid in full or accrued all amounts now due from it thereunder and has satisfied in full or provided for such failures all of its liabilities and obligations thereunder which are presently required to be valid satisfied or provided for, and binding or to be is not in full force and effect which would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. There is no default under any Parent Material Contract by Parent of them, nor, to the knowledge of MMX, is any other party to any such contract or other agreement in default thereunder, nor does any of the Parent Subsidiaries and no event has occurred condition exist that with the notice or lapse of time or the giving of notice or both would constitute a default thereunder thereunder. The continuation, validity and effectiveness of all contracts and agreements to which MMX is a party will in no way be affected by Parent the Merger or any Parent Subsidiaries, in each case except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effectother transactions contemplated hereby. Correct and complete copies of the Parent Material Contracts have been previously provided to the Company. (b) Section 3.11(b) of the Parent The MMX Disclosure Schedule sets forth a list of the following contracts and other agreements to which Parent or any Parent Subsidiary MMX is a party or by or to which they it or their its assets or properties are bound or subject: (ia) any agreement (A) relating to a joint venture, partnership or other arrangement involving a sharing of profits, losses, costs or liabilities with another person or entity, (B) providing for the payment or receipt by Parent or a Parent Subsidiary of milestone payments or royalties, or (C) that individually requires aggregate expenditures by Parent and/or any Parent Subsidiary MMX in any one year of more than $100,00050,000; (iib) any indenture, trust agreement, loan agreement or note that involves or evidences outstanding indebtedness, obligations or liabilities for borrowed money in excess of $100,00050,000; (iiic) any lease, sublease, installment purchase or similar arrangement for the purchase, use or occupancy of real or personal property (i) that individually requires aggregate expenditures by MMX in any one year of more than $50,000, or (ii) pursuant to which MMX is the lessor of any real property which has rentals over $50,000 per year, together with the date of termination of such leases, the name of the other party and the annual rental payments required to be made under such leases; (d) any agreement of surety, guarantee or indemnification that involves potential indemnification, other than (i) an agreement in the ordinary course of business with respect to obligations in an amount not in excess of $100,00050,000, or (ii) indemnification provisions contained in agreements not otherwise required to be disclosed; (ive) any agreement, including without limitation employment agreements and bonus plans, relating to the compensation of (i) officers, (ii) employees earning more than $50,000 per year or (iii) former employees; (f) any agreement that limits or restricts Parent or any Parent Subsidiary containing covenants of MMX not to compete in any business line of business, in any geographic area or with any person or covenants of any other person not to compete with MMX or in any geographic area except for and any such Material Contract that may be canceled without any penalty or other liability to Parent or any line of the Parent Subsidiaries upon notice business of 30 days or lessMMX; (vg) any interest ratelicense or agreement granting or restricting the right of MMX to use a trade name, equity trade ▇▇▇▇, logo or other swap or derivative instrumentProprietary Rights; orand (vih) any agreement obligating Parent with any customer or supplier that cannot be terminated without penalty in excess of $50,000 by MMX within one year. True and complete copies of all the contracts and other agreements set forth in the MMX Disclosure Schedule have been previously made available to register securities under the Securities ActRKI. (c) Except as disclosed on Section 3.11(c) of the Parent Disclosure Schedule, no executive officer or director of Parent has (whether directly or indirectly through another entity in which such person has a material interest, other than as the holder of less than 1% of a class of securities of a publicly traded company) has any interest in any contract or property (real or personal, tangible or intangible), used in, or pertaining to the business of Parent which interest would be required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated by the SEC.

Contracts and Other Agreements. There are no contracts or agreements that are material contracts (aas defined in Item 601(b)(10)) Neither Parent nor any Parent Subsidiary is a party to or bound by, and neither they nor their properties are subject to, any contract or other agreement required to be disclosed in a Form 10-KSB, Form 10-QSB or Form 8of Regulation S-K of the SEC, which is not so disclosed. All of such contracts and other agreements and all of the contracts required to be set forth in Section 3.11 of the Parent Disclosure Schedule (“Parent Material Contracts”) are valid, subsisting, in full force and effect, binding upon Parent or the Parent Subsidiary party thereto, and, to the knowledge of Parent, binding upon the other parties thereto in accordance with their terms, except for such failures to be valid and binding or to be in full force and effect which would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. There is no default under any Parent Material Contract by Parent or any of the Parent Subsidiaries and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by Parent or any Parent Subsidiaries, in each case except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Correct and complete copies of the Parent Material Contracts have been previously provided to the Company. (b) Section 3.11(b) of the Parent Disclosure Schedule sets forth a list of the following contracts and other agreements to which Parent or any Parent Subsidiary is a party or by which Parent or to which they or their assets or properties are any Parent Subsidiary is bound or subject: (ithe "Parent Agreements") any agreement other than (Aa) relating to a joint venture, partnership or other arrangement involving a sharing Parent Agreements identified on the exhibit indices of profits, losses, costs or liabilities with another person or entity, Parent SEC Reports and (Bb) providing for the payment or receipt those Parent Agreements entered into by Parent or a Parent Subsidiary after the date of milestone payments this Agreement in compliance with Section 4.1. Each Parent Agreement is valid, subsisting, in full force and effect and is enforceable against Parent or royaltiesthe applicable Parent Subsidiary, or (C) that individually requires aggregate expenditures by Parent and/or any Parent Subsidiary and, to the knowledge of Parent, the other parties thereto in any one year of more than $100,000; (ii) any indenture, trust agreement, loan agreement or note that involves or evidences outstanding indebtedness, obligations or liabilities for borrowed money in excess of $100,000; (iii) any agreement of surety, guarantee or indemnification that involves potential obligations in excess of $100,000; (iv) any agreement that limits or restricts accordance with its terms. Neither Parent or any Parent Subsidiary Subsidiary, nor to compete the knowledge of Parent, any other party, is in any business or with any person breach of or in default under any geographic area provision of any Parent Agreement, except for breaches or defaults which have not had and are not reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect. To Parent's knowledge, no condition or circumstance exists which would reasonably be expected to constitute a default of a provision under any such Parent Agreement, except for defaults which have not had, and are not reasonably likely to have, individually or in the aggregate, a Parent Material Contract that may be canceled without Adverse Effect. True and complete copies of any penalty or other liability to Parent or any of Agreements listed on the Parent Subsidiaries upon notice Disclosure Schedule pursuant to this Section 3.11 and unredacted copies of 30 days or less; (v) any interest rate, equity or other swap or derivative instrument; or (vi) any agreement obligating Parent Agreements filed with the SEC pursuant to register securities under the Securities Acta confidential treatment request have been provided to Company. (ca) Except as disclosed on Section 3.11(c) To the knowledge of the Parent Disclosure ScheduleParent, no executive officer or director of Parent has (whether directly or indirectly through another entity in which such person has a material interest, other than as the holder of less than 12% of a class of securities of a publicly traded company) has any material interest in any contract property or property (real or personal, tangible or intangible), used in, or pertaining to the business assets of Parent which (except as a stockholder) or a Parent Subsidiary, any competitor, customer, supplier or agent of Parent or a Parent Subsidiary or any person that is currently a party to any Parent Agreement. (b) Neither Parent nor any Parent Subsidiary is party to any interest would be required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated by the SECrate, equity or other swap or derivative instrument.

Contracts and Other Agreements. (a) Neither Parent nor any has filed with the Parent Subsidiary is a party to or bound bySEC Reports, and neither they nor their properties will with respect to such contracts entered into after the date hereof file with the Post-Agreement Parent SEC Reports, all contracts that are subject to, any contract material to the business or other agreement operations of Parent (including its subsidiaries) and which are required to be disclosed in a Form 10-KSB, Form 10-QSB or Form 8-K of the SEC, which is not so disclosedfiled. All of such contracts and other agreements and all are, to the knowledge of the contracts required to be set forth in Section 3.11 of the Parent Disclosure Schedule Parent, (“Parent Material Contracts”A) are valid, subsisting, in full force and effecteffect in accordance with their respective terms, (B) binding upon Parent or the applicable Parent Subsidiary party thereto, and, to the knowledge of Parent, and (C) binding upon the other parties thereto in accordance with their respective terms, and Parent and Parent Subsidiaries have satisfied in full or provided for all of their liabilities and obligations thereunder which are presently required to be satisfied or provided for and are not in default under any of them, nor, to the knowledge of Parent, is any other party to any such contract or other agreement in default thereunder, nor, to the knowledge of Parent, does any condition exist that with notice or lapse of time or both would constitute a default thereunder, except in each case in this Section ‎3.10, for such failures to be valid pay, accrue, satisfy liabilities and binding or to be in full force obligations and effect conditions which would not, individually or in the aggregate, reasonably be expected to have do not constitute a Parent Material Adverse Effect. There is Parent has no default under knowledge of any Parent Material Contract by Parent plan or intention of any of the Parent Subsidiaries and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by Parent or any Parent Subsidiaries, in each case except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Correct and complete copies of the Parent Material Contracts have been previously provided to the Company. (b) Section 3.11(b) of the Parent Disclosure Schedule sets forth a list of the following contracts and other agreements to which Parent or any Parent Subsidiary is a party or by or to which they or their assets or properties are bound or subject: (i) any agreement (A) relating counterparty to a joint venture, partnership or other arrangement involving a sharing of profits, losses, costs or liabilities with another person or entity, (B) providing for the payment or receipt by Parent or a Parent Subsidiary of milestone payments or royalties, or (C) that individually requires aggregate expenditures by Parent and/or any Parent Subsidiary contract required to be listed in any one year of more than $100,000; (ii) any indenture, trust agreement, loan agreement or note that involves or evidences outstanding indebtedness, obligations or liabilities for borrowed money in excess of $100,000; (iii) any agreement of surety, guarantee or indemnification that involves potential obligations in excess of $100,000; (iv) any agreement that limits or restricts Parent or any Parent Subsidiary to compete in any business or with any person or in any geographic area except for and any such Material Contract that may be canceled without any penalty or other liability to Parent or any of the Parent Subsidiaries upon notice of 30 days or less; (v) any interest rate, equity or other swap or derivative instrument; or (vi) any agreement obligating Parent to register securities under the Securities Act. (c) Except as disclosed on Section 3.11(c) ‎3.10 of the Parent Disclosure Schedule, no executive officer and has not received any written threat or director notice from any such person, to terminate, cancel or otherwise materially and adversely modify its relationship with the Parent or a Parent Subsidiary. (b) No Material Contract requires any consent, approval or waiver by the other parties thereto in connection with this Agreement, the Registration Rights Agreement or the consummation of Parent has the transactions contemplated hereby and thereby in order to avoid any conflict with, any violation of, or default under (whether directly with or indirectly through another entity in which such person has a material interestwithout notice or lapse of time, other than as the holder of less than 1% of a class of securities of a publicly traded company) has any interest in any contract or property (real or personal, tangible or intangibleboth), used inor to avoid giving rise to any right of termination, cancellation, modification or pertaining to the business acceleration of Parent which interest would be required to be disclosed pursuant to Item 404(a) any obligation or loss of Regulation S-K promulgated by the SECany benefit under, any contract.

Contracts and Other Agreements. (a) Neither The Parent nor any 10-KSB’s and the Parent Subsidiary 10-QSB’s disclose all contracts that constitute “material contracts” (as such term is a party to or bound by, and neither they nor their properties defined in Item 601(b)(10) of Regulation S-K promulgated by the SEC) which are subject to, any contract or other agreement required to be disclosed therein or listed as exhibits thereto, except as set forth in a Form 10-KSB, Form 10-QSB or Form 8-K Section 3.14(a) of the SEC, which is not so disclosedParent Disclosure Schedule. All of such contracts and other agreements and all of contracts, (collectively, the contracts required to be set forth in Section 3.11 of the Parent Disclosure Schedule (“Parent Material Contracts”) are valid, subsisting, in full force and effect, binding upon the Parent or the applicable Parent Subsidiary party theretoSubsidiary, and, to the knowledge of the Parent, binding upon the other parties thereto in accordance with their terms, except for such failures subject to be valid applicable bankruptcy, insolvency, moratorium or similar laws relating to creditors’ rights and binding or to be general principles of equity. The Parent and the Parent Subsidiaries are not in full force and effect which would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. There is no default under any Parent Material Contract by Parent or any of the Parent Subsidiaries and no event has occurred that with Contracts, nor, to the lapse knowledge of time or the giving of notice or both would constitute a Parent, is any other party to any Parent Contract in default thereunder by Parent or any Parent Subsidiaries, in each case except as would not, individually or disclosed in Section 3.14(a) of the aggregate, reasonably be expected to have a Parent Material Adverse EffectDisclosure Schedule. Correct True and complete copies of all of the Parent Material Contracts have been previously provided or made available to the Company. (b) Other than those contracts disclosed in Section 3.11(b3.14(b) of the Parent Disclosure Schedule sets forth a list of Schedule, neither the following contracts and other agreements to which Parent or nor any Parent Subsidiary is a party or by or to which they or their assets or properties are bound or subject: (i) any agreement (Aother than distributorship agreements, agreements with sales representatives or license agreements provided to the Company prior to the date of this Agreement) relating to a joint venture, partnership or other arrangement involving a sharing of profits, losses, costs or liabilities with another person or entity, (B) providing for the payment or receipt by Parent or a Parent Subsidiary of milestone payments or royalties, or (C) that individually requires aggregate expenditures by Parent and/or any Parent Subsidiary in any one year of more than $100,000; (ii) any indenture, trust agreement, loan agreement or note that involves or evidences outstanding indebtedness, obligations or liabilities for borrowed money in excess of $100,000; (iii) any agreement of surety, guarantee or indemnification that involves potential obligations in excess of $100,000; (iv) any agreement that limits or restricts Parent or the Parent, any Parent Subsidiary to compete or any of their affiliates or successors in competing or engaging in any line of business or with any person or in any geographic area except for and any such Material Contract that may be canceled without any penalty or other liability to Parent or any of the Parent Subsidiaries upon notice of 30 days or less; (v) any interest rate, equity or other swap or derivative instrument; or (vi) any agreement obligating Parent to register securities under the Securities Actarea. (c) Except as disclosed on set forth in Section 3.11(c3.14(c) of the Parent Disclosure ScheduleSchedule or in the Parent SEC Reports, to the knowledge of the Parent, no executive officer or director of the Parent has (whether directly or indirectly through another entity in which such person has a material interest, other than as the holder of less than 1% two percent (2%) of a class of securities of a publicly traded company) has any interest in any property or assets of the Parent (except as a shareholder) or a Parent Subsidiary, any competitor, customer, supplier or agent of the Parent or a Parent Subsidiary or any Person that is currently a party to any contract or property (real agreement with the Parent or personal, tangible or intangible), used in, or pertaining to the business of a Parent which interest would be required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated by the SECSubsidiary.

Contracts and Other Agreements. (a) Neither Parent Except for any contracts or agreements entered into after the date of this Agreement in compliance with Section 6.2 or for which no consent is required under Section 6.2, neither Genzyme nor any Parent Genzyme Subsidiary is a party to or bound by, and neither they nor their properties are subject to, any contract or other agreement required to be disclosed in a Form 10-KSBK, Form 10-QSB Q or Form 8-K of the SEC, SEC which is not so discloseddisclosed in the Genzyme 10-K or in any quarterly report on Form 10-Q or current report on Form 8-K filed by Genzyme since December 31, 1998. All of such contracts and other agreements which relate to or affect the Combining Genzyme Businesses and all of the contracts required to be set forth in Section 3.11 5.7 of the Parent Genzyme Disclosure Schedule (“Parent Material Contracts”) are valid, subsisting, in full force and effect, binding upon Parent Genzyme or the Parent Subsidiary party theretoapplicable Genzyme Subsidiary, and, to the best knowledge of ParentGenzyme, binding upon the other parties thereto in accordance with their terms, except for such failures to be valid and binding or to be Genzyme and the Genzyme Subsidiaries are not in full force and effect which would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. There is no default under any Parent Material Contract by Parent or of them, nor does any of the Parent Subsidiaries and no event has occurred condition exist that with the notice or lapse of time or the giving of notice or both would constitute a default thereunder by Parent or any Parent Subsidiaries, in each case except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Correct and complete copies of the Parent Material Contracts have been previously provided to the Companythereunder. (b) Section 3.11(b) 5.7 of the Parent Genzyme Disclosure Schedule sets forth a list of the following contracts and other agreements to which Parent or any Parent Subsidiary is a party or by or to which they or their assets or properties are bound or subjectof: (i) any agreement (A) relating to a joint venturethat limits or restricts Genzyme, partnership any Genzyme Subsidiary or other arrangement involving a sharing any of profits, losses, costs their affiliates or liabilities with another person successors in competing or entity, (B) providing for the payment or receipt by Parent or a Parent Subsidiary of milestone payments or royalties, or (C) that individually requires aggregate expenditures by Parent and/or any Parent Subsidiary engaging in any one year line of more than $100,000;business of the Combining Genzyme Businesses, in any geographic area or with any person and which would reasonably be expected to materially interfere with the conduct of the Combining Genzyme Businesses as currently conducted; and (ii) any indenture, trust agreement, loan agreement or note that involves or evidences outstanding indebtedness, obligations or liabilities for borrowed money in excess of $100,000; (iii) any agreement of surety, guarantee or indemnification that involves potential obligations in excess of $100,000; (iv) any agreement that limits or restricts Parent or any Parent Subsidiary to compete in any business or with any person or in any geographic area except for and any such Material Contract that may be canceled without any penalty or other liability to Parent or any of the Parent Subsidiaries upon notice of 30 days or less; (v) any interest rate, equity or other swap or derivative instrument; or (vi) any agreement obligating Parent Genzyme to register securities under the Securities Act. (c) Except as disclosed on set forth in Section 3.11(c) 5.7 of the Parent Genzyme Disclosure Schedule, to the best of Genzyme's knowledge, no executive officer or director of Parent has (whether Genzyme has, directly or indirectly (through another entity in which such person has a material interest, other than as the holder of less than 15% of a class of securities of a publicly traded company) has capital stock), any material interest in any property or assets of the Combining Genzyme Businesses (except as a stockholder), any competitor, customer, supplier or agent of the Combining Genzyme Businesses or any person that is currently a party to any material contract or property (real or personal, tangible or intangible), used in, or pertaining to agreement with the business of Parent which interest would be required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated by the SECCombining Genzyme Businesses.

Contracts and Other Agreements. (a) Neither Parent nor any Parent Subsidiary is a party to or bound by, and neither they nor their properties are subject to, any contract or other agreement required to be disclosed in a Form 10-KSB, Form 10-QSB or Form 8-K of the SEC, which is not so disclosed. All of such contracts and other agreements and all Each of the contracts required to be set forth in Section 3.11 of on the Parent RKI Disclosure Schedule (“Parent Material Contracts”) are is valid, subsisting, in full force and effect, binding upon Parent or the Parent Subsidiary party theretoRKI, and, and to the knowledge of ParentRKI, binding upon the other parties thereto in accordance with their terms, except and RKI has paid in full or accrued all amounts now due from it thereunder and has satisfied in full or provided for such failures all of its liabilities and obligations thereunder which are presently required to be valid satisfied or provided for, and binding or to be is not in full force and effect which would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. There is no default under any Parent Material Contract by Parent of them, nor, to the knowledge of RKI, is any other party to any such contract or other agreement in default thereunder, nor does any of the Parent Subsidiaries and no event has occurred condition exist that with the notice or lapse of time or the giving of notice or both would constitute a default thereunder thereunder. The continuation, validity and effectiveness of all contracts and agreements to which RKI is a party will in no way be affected by Parent the Merger or any Parent Subsidiaries, in each case except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effectother transactions contemplated hereby. Correct and complete copies of the Parent Material Contracts have been previously provided to the Company. (b) Section 3.11(b) of the Parent The RKI Disclosure Schedule sets forth a list of the following contracts and other agreements to which Parent or any Parent Subsidiary RKI is a party or by or to which they it or their its assets or properties are bound or subject: (ia) any agreement (A) relating to a joint venture, partnership or other arrangement involving a sharing of profits, losses, costs or liabilities with another person or entity, (B) providing for the payment or receipt by Parent or a Parent Subsidiary of milestone payments or royalties, or (C) that individually requires aggregate expenditures by Parent and/or any Parent Subsidiary RKI in any one year of more than $100,00050,000; (iib) any indenture, trust agreement, loan agreement or note that involves or evidences outstanding indebtedness, obligations or liabilities for borrowed money in excess of $100,00050,000; (iiic) any lease, sublease, installment purchase or similar arrangement for the purchase, use or occupancy of real or personal property (i) that individually requires aggregate expenditures by RKI in any one year of more than $50,000, or (ii) pursuant to which RKI is the lessor of any real property which has rentals over $50,000 per year, together with the date of termination of such leases, the name of the other party and the annual rental payments required to be made under such leases; (d) any agreement of surety, guarantee or indemnification that involves potential indemnification, other than (i) an agreement in the ordinary course of business with respect to obligations in an amount not in excess of $100,00050,000, or (ii) indemnification provisions contained in agreements not otherwise required to be disclosed; (ive) any agreement, including without limitation employment agreements and bonus plans, relating to the compensation of (i) officers, (ii) employees earning more than $50,000 per year or (iii) former employees; (f) any agreement that limits or restricts Parent or any Parent Subsidiary containing covenants of RKI not to compete in any business line of business, in any geographic area or with any person or covenants of any other person not to compete with RKI or in any geographic area except for and any such Material Contract that may be canceled without any penalty or other liability to Parent or any line of the Parent Subsidiaries upon notice business of 30 days or lessRKI; (vg) any interest ratelicense or agreement granting or restricting the right of RKI to use a trade name, equity trade ▇▇▇▇, logo or other swap or derivative instrumentProprietary Rights; orand (vih) any agreement obligating Parent with any customer or supplier that cannot be terminated without penalty in excess of $50,000 by RKI within one year. True and complete copies of all the contracts and other agreements set forth in the RKI Disclosure Schedule have been previously made available to register securities under the Securities ActRKI. (c) Except as disclosed on Section 3.11(c) of the Parent Disclosure Schedule, no executive officer or director of Parent has (whether directly or indirectly through another entity in which such person has a material interest, other than as the holder of less than 1% of a class of securities of a publicly traded company) has any interest in any contract or property (real or personal, tangible or intangible), used in, or pertaining to the business of Parent which interest would be required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated by the SEC.