Common use of Organization, Standing and Power; Subsidiaries Clause in Contracts

Organization, Standing and Power; Subsidiaries. (i) Each of PNU and each of its Subsidiaries (as defined in Section 8.11) is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority would not reasonably be expected to have a Material Adverse Effect on PNU, and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary other than in such jurisdictions where the failure so to qualify or to be in good standing would not reasonably be expected to have a Material Adverse Effect on PNU. The copies of the certificate of incorporation and by-laws of PNU which were previously furnished or made available to Monsanto are true, complete and correct copies of such documents as in effect on the date of this Agreement. (ii) Exhibit 21 to PNU's Annual Report on Form 10-K for the year ended December 31, 1998 includes all the Subsidiaries of PNU which as of the date of this Agreement are Significant Subsidiaries (as defined in Rule 1-02 of Regulation S-X of the SEC). All the outstanding shares of capital stock of, or other equity interests in, each such Significant Subsidiary have been validly issued and are fully paid and nonassessable and are owned directly or indirectly by PNU, free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively "Liens") and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests). Except as set forth in the PNU SEC Reports (as defined in Section 3.1(d)), neither PNU nor any of its Subsidiaries directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any corporation, partnership, joint venture or other business association or entity (other than Subsidiaries), that is or would reasonably be expected to be material to PNU and its Subsidiaries taken as a whole.

Organization, Standing and Power; Subsidiaries. (i) Each of PNU Monsanto and each of its Subsidiaries (as defined in Section 8.11) is a corporation or a limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority would not reasonably be expected to have a Material Adverse Effect on PNU, Monsanto and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary other than in such jurisdictions where the failure so to qualify or to be in good standing would not reasonably be expected to have a Material Adverse Effect on PNUMonsanto. The copies of the certificate of incorporation and by-laws of PNU Monsanto which were previously furnished or made available to Monsanto PNU are true, complete and correct copies of such documents as in effect on the date of this Agreement. (ii) Exhibit 21 to PNUMonsanto's Annual Report on Form 10-K for the year ended December 31, 1998 includes all the Subsidiaries of PNU Monsanto which as of the date of this Agreement are Significant Subsidiaries (as defined in Rule 1-02 of Regulation S-X of the SEC). All the outstanding shares of capital stock of, or other equity interests in, each such Significant Subsidiary have been validly issued and are fully paid and nonassessable and are owned directly or indirectly by PNUMonsanto, free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively "Liens") Liens and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests). Except as set forth in the PNU Monsanto SEC Reports (as defined in Section 3.1(d3.2(d)), neither PNU Monsanto nor any of its Subsidiaries directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any corporation, partnership, joint venture or other business association or entity (other than Subsidiaries), that is or would reasonably be expected to be material to PNU Monsanto and its Subsidiaries taken as a whole.

Organization, Standing and Power; Subsidiaries. (i) Each of PNU Anthem and each of its Subsidiaries (as defined in Section 8.11) is a corporation or other Person duly organized, validly existing and in good standing (as defined in Section 8.13) under the laws of its respective jurisdiction of incorporation or organization, has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect (as defined in Section 8.13) on PNUAnthem, and is duly qualified or licensed and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary or license necessary, other than in such jurisdictions where the failure so to qualify or to be so qualified, licensed or in good standing would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect on PNUAnthem. The copies of the certificate articles of incorporation and by-laws bylaws (or equivalent organizational documents) of PNU which Anthem and its material Subsidiaries that were previously furnished or made available to Monsanto Cigna are true, complete and correct copies of such documents as in effect on the date of this Agreement. (ii) Exhibit 21 to PNU's Annual Report on Form 10-K for the year ended December 31, 1998 includes all the Subsidiaries of PNU which as of the date of this Agreement are Significant Subsidiaries (as defined in Rule 1-02 of Regulation S-X of the SEC). All the outstanding shares of capital stock of, or other equity interests in, each such Significant Subsidiary of its Subsidiaries have been validly issued and are fully paid and nonassessable and are owned directly or indirectly by PNUAnthem, free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively "Liens") Liens and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests), except for restrictions imposed by applicable securities laws. Except as set forth in the PNU SEC Reports (as defined in Section 3.1(d)), neither PNU Neither Anthem nor any of its Subsidiaries directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any corporation, partnership, joint venture or other business association or entity (other than Subsidiaries), that is or would reasonably be expected to be material to PNU Anthem and its Subsidiaries Subsidiaries, taken as a whole. (iii) Section 3.1(a)(iii) of the Anthem Disclosure Letter sets forth a true and complete list of each material Subsidiary of Anthem as of the date of this Agreement, its jurisdiction of incorporation or organization, and, if a regulated Subsidiary of Anthem, each jurisdiction where it is licensed by the state department of insurance, state department of health or other applicable foreign, federal or state agency.

Organization, Standing and Power; Subsidiaries. (i) Each of PNU Cigna and each of its Subsidiaries (as defined in Section 8.11) is a corporation or other Person duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization, has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect on PNUCigna, and is duly qualified or licensed and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary or license necessary, other than in such jurisdictions where the failure so to qualify or to be so qualified, licensed or in good standing would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect on PNUCigna. The copies of the certificate of incorporation and by-laws bylaws (or equivalent organizational documents) of PNU which Cigna and its material Subsidiaries that were previously furnished or made available to Monsanto Anthem are true, complete and correct copies of such documents as in effect on the date of this Agreement. (ii) Exhibit 21 to PNU's Annual Report on Form 10-K for the year ended December 31, 1998 includes all the Subsidiaries of PNU which as of the date of this Agreement are Significant Subsidiaries (as defined in Rule 1-02 of Regulation S-X of the SEC). All the outstanding shares of capital stock of, or other equity interests in, each such Significant Subsidiary of its Subsidiaries have been validly issued and are fully paid and nonassessable and are owned directly or indirectly by PNUCigna, free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively "Liens") Liens and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests), except for restrictions imposed by applicable securities laws. Except as set forth in the PNU SEC Reports (as defined in Section 3.1(d)), neither PNU Neither Cigna nor any of its Subsidiaries directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any corporation, partnership, joint venture or other business association or entity (other than Subsidiaries), that is or would reasonably be expected to be material to PNU Cigna and its Subsidiaries Subsidiaries, taken as a whole. (iii) Section 3.2(a)(iii) of the Cigna Disclosure Letter sets forth a true and complete list of each material Subsidiary of Cigna as of the date of this Agreement, its jurisdiction of incorporation or organization, and, if a regulated Subsidiary of Cigna, each jurisdiction where it is licensed by the state department of insurance, state department of health or other applicable foreign, federal or state agency.

Organization, Standing and Power; Subsidiaries. (i) Each of PNU Monsanto and each of its Subsidiaries (as defined in Section 8.11) is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority would not reasonably be expected to have a Material Adverse Effect on PNU, Monsanto and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary other than in such jurisdictions where the failure so to qualify or to be in good standing would not reasonably be expected to have a Material Adverse Effect on PNUMonsanto. The copies of the certificate of incorporation and by-laws of PNU Monsanto which were previously furnished or made available to Monsanto AHP are true, complete and correct copies of such documents as in effect on the date of this Agreement. (ii) Exhibit 21 to PNUMonsanto's Annual Report on Form 10-K for the year ended December 31, 1998 1997 includes all the Subsidiaries of PNU Monsanto which as of the date of this Agreement are Significant Subsidiaries (as defined in Rule 1-02 of Regulation S-X of the SEC). All the outstanding shares of capital stock of, or other equity interests in, each such Significant Subsidiary have been validly issued and are fully paid and nonassessable and are owned directly or indirectly by PNUMonsanto, free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively "Liens") Liens and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests). Except as set forth in the PNU Monsanto SEC Reports (as defined in Section 3.1(d))Reports, neither PNU Monsanto nor any of its Subsidiaries directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any corporation, partnership, joint venture or other business association or entity (other than Subsidiaries)entity, that is or would reasonably be expected to be material to PNU Monsanto and its Subsidiaries taken as a whole.

Organization, Standing and Power; Subsidiaries. (i) Each of PNU Parent and each of its Subsidiaries (as defined in Section 8.11) is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the requisite corporate (or similar) power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure failures to be so organized, existing and in good standing or to have such power and authority authority, in the aggregate, would not reasonably be expected to have a Material Adverse Effect (as defined in Section 8.11) on PNUParent, and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary other than in such jurisdictions where the failure failures so to qualify or to be in good standing standing, in the aggregate, would not reasonably be expected to have a Material Adverse Effect on PNUParent. The copies of the certificate of incorporation and by-laws bylaws of PNU Parent which were previously furnished or made available to Monsanto the Company are true, complete and correct copies of such documents as in effect on the date of this Agreement. (ii) Exhibit 21 to PNUParent's Annual Report on Form 10-K for the year ended December 31, 1998 2001 ("Parent Exhibit 21") includes all the Subsidiaries of PNU Parent which as of the date of this Agreement are Significant Subsidiaries (as defined in Rule 1-02 of Regulation S-X of the SEC). All the outstanding shares of capital stock of, or other equity interests in, each such Significant Subsidiary have been validly issued and are fully paid and nonassessable non-assessable and are are, except as set forth in Parent Exhibit 21, owned directly or indirectly by PNUParent, free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively "Liens") and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests), except for restrictions imposed by applicable securities laws. Except as set forth in the PNU Parent SEC Reports (as defined in Section 3.1(d))) filed prior to the date hereof, neither PNU Parent nor any of its Subsidiaries directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any corporation, partnership, joint venture or other business association or entity (other than Subsidiaries), that is or would reasonably be expected to be material to PNU Parent and its Subsidiaries taken as a whole.

Organization, Standing and Power; Subsidiaries. (i) Each of PNU SPSS and each of its Subsidiaries (as defined in Section 8.11) is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure failures to be so organized, existing and in good standing or to have such power and authority authority, in the aggregate, would not reasonably be expected to have a Material Adverse Effect on PNUSPSS, and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary other than in such jurisdictions where the failure failures so to qualify or to be in good standing standing, in the aggregate, would not reasonably be expected to have a Material Adverse Effect on PNUSPSS. The copies of the certificate of incorporation and by-laws bylaws of PNU SPSS which were previously furnished or made available to Monsanto ShowCase are true, complete and correct copies of such documents as in effect on the date of this Agreement. (ii) Exhibit 21 21.1 to PNUSPSS's Annual Report on Form 10-K for the year ended December 31, 1998 1999 includes all the Subsidiaries of PNU SPSS which as of the date of this Agreement are Significant Subsidiaries (as defined in Rule 1-02 of Regulation S-X of the SEC). All the outstanding shares of capital stock of, or other equity interests in, each such Significant Subsidiary have been validly issued and are fully paid and nonassessable non-assessable and are owned directly or indirectly by PNUSPSS, free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively "Liens") and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests), except for restrictions imposed by applicable securities laws. Except as set forth in the PNU SPSS SEC Reports (as defined in Section 3.1(d3.1 (d))) filed prior to the date hereof, neither PNU SPSS nor any of its Subsidiaries directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any corporation, partnership, joint venture or other business association or entity (other than Subsidiaries), that is or would reasonably be expected to be material to PNU SPSS and its Subsidiaries taken as a whole.

Organization, Standing and Power; Subsidiaries. (ia) Each of PNU and each of its Subsidiaries (as defined in Section 8.11) The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organizationBritish Columbia, Canada, has the all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority would not reasonably be expected to have a Material Adverse Effect on PNU, and is duly registered, licensed or otherwise qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary requires it to be so registered, licensed or otherwise qualified, other than in such other jurisdictions where the failure to be so to qualify registered, licensed or otherwise qualified and to be in good such standing would not not, either individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect on PNUEffect. The Company Governing Documents, copies of the certificate of incorporation and by-laws of PNU which were previously furnished or made available provided to Monsanto Acquiror by the Company, are true, complete and correct copies of such documents as in effect on the date of this Agreement. (b) Section 3.1(b) of the Company Disclosure Schedule sets forth a complete and correct list of each direct and indirect Subsidiary of the Company with its (i) place of organization, (ii) Exhibit 21 to PNU's Annual Report on Form 10-K for the year ended December 31type of entity, 1998 includes all and (iii) the Subsidiaries nature and percentage of PNU which as outstanding interests held by the Company, or any Subsidiary of the date of this Agreement are Significant Subsidiaries (as defined Company, in Rule 1-02 of Regulation S-X such entity. Each Subsidiary of the SEC)Company is a corporation, limited liability company or partnership duly organized, validly existing and (where applicable) in good standing under the laws of its jurisdiction of formation, has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted, and is duly registered, licensed or otherwise qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties requires it to be so registered, licensed or otherwise qualified, other than in such jurisdictions where the failure to be so registered, licensed or otherwise qualified would not, either individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All of the outstanding shares of capital stock of, or other equity interests in, of each such Significant Subsidiary have been validly issued and of the Subsidiaries held by the Company or any of its Subsidiaries are fully paid and nonassessable and are owned directly by the Company or indirectly by PNU, a Subsidiary of the Company free and clear of all pledgesany Lien, claims, liens, charges, encumbrances and security interests except for Liens in favor of any kind or nature whatsoever (collectively "Liens") and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests). Except as set forth in lenders under the PNU SEC Reports (as defined in Section 3.1(d)), neither PNU nor any of its Subsidiaries directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any corporation, partnership, joint venture or other business association or entity (other than Subsidiaries), that is or would reasonably be expected to be material to PNU and its Subsidiaries taken as a wholeCompany Credit Agreement.

Organization, Standing and Power; Subsidiaries. (i) Each of PNU and each of its Subsidiaries (as defined in Section 8.11) Regis is a corporation duly organizedincorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation. Each of the Subsidiaries of Regis is a corporation or other organization duly organized, validly existing and in good standing (where applicable) under the laws of its jurisdiction of incorporation or organization, and each of Regis and its Subsidiaries has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conductedconducted and as it will be conducted through the Effective Time, except where the failure to be so organized, existing and in good standing or to have such power and authority authority, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on PNURegis, and each of Regis and its Subsidiaries is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary necessary, other than in such jurisdictions where the failure to so to qualify or to be in good standing standing, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on PNURegis. The True, correct and complete copies of the certificate Articles of incorporation Incorporation and byBy-laws of PNU which were previously furnished or made available to Monsanto are true, complete and correct copies of such documents as Regis in effect on the date hereof are attached to Section 5.1(a)(i) of this Agreementthe Regis Disclosure Schedule. (ii) Exhibit 21 Merger Sub is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. Merger Sub is a direct, wholly owned Subsidiary of Regis. True, correct and complete copies of the Certificate of Incorporation and By-laws of Merger Sub in effect on the date hereof are attached to PNU's Annual Report Section 5.1(a)(ii) of the Regis Disclosure Schedule. Subco is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware. Subco is a direct, wholly owned Subsidiary of Regis. True, correct and complete copies of the Certificate of Formation, limited liability company agreement and other governing documents of Subco in effect on Form 10-K for the year ended December 31, 1998 includes date hereof are attached to Section 5.1(a)(ii) of the Regis Disclosure Schedule. (iii) Section 5.1(a)(iii) of the Regis Disclosure Schedule sets forth a list of all the Subsidiaries of PNU Regis which as of the date of this Agreement are Significant Subsidiaries of Regis (as defined in Rule 1-02 02(w) of Regulation S-X of the Securities and Exchange Commission (the “SEC”)). All the outstanding shares of capital stock of, or other equity interests in, each such Significant Subsidiary have been validly issued and are fully paid and nonassessable and are owned directly or indirectly by PNURegis, free and clear of all material pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively "collectively, “Liens"”) and free of any other material restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership equity interests, but excluding restrictions under the Securities Act of 1933, as amended (the “Securities Act”)). Except as set forth in the PNU SEC Reports (as defined in Section 3.1(d)), neither PNU nor None of Regis or any of its Subsidiaries directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable forfor any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity (other than SubsidiariesSubsidiaries of Regis), that is or would reasonably be expected to be material to PNU Regis and its Subsidiaries taken as a whole.

Organization, Standing and Power; Subsidiaries. (i) Each of PNU Time Warner and each of its Subsidiaries (as defined in Section 8.11) is a corporation or other organization duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority authority, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on PNUTime Warner, and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary other than in such jurisdictions where the failure so to qualify or to be in good standing standing, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on PNUTime Warner. The copies of the certificate of incorporation and by-laws bylaws of PNU Time Warner which were previously furnished or made available to Monsanto America Online are true, complete and correct copies of such documents as in effect on the date of this Agreement and the copy of the Agreement of Limited Partnership, dated as of October 29, 1991, as amended, of Time Warner Entertainment Company, L.P. ("TWE") which was previously furnished to America Online is a true, complete and correct copy of such agreement as in effect on the date of this Agreement (the "TWE Partnership Agreement"). (ii) Exhibit 21 to PNUTime Warner's Annual Report on Form 10-K for the year ended December 31, 1998 includes all the Subsidiaries of PNU Time Warner which as of the date of this Agreement are Significant Subsidiaries (as defined in Rule 1-02 of Regulation S-X of the SECSEC and including TWE). All the outstanding shares of capital stock of, or other equity interests in, each such Significant Subsidiary have been validly issued and are fully paid and nonassessable and are are, except as set forth in such Exhibit 21 and in the TWE Partnership Agreement, owned directly or indirectly by PNUTime Warner, free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively "Liens") Liens and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests), except for restrictions imposed by applicable securities laws. Except as set forth in As of the PNU SEC Reports (as defined in Section 3.1(d))date of this Agreement, neither PNU Time Warner nor any of its Subsidiaries directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any corporation, partnership, joint venture or other business association or entity (other than Subsidiaries), that is or would reasonably be expected to be material to PNU Time Warner and its Subsidiaries taken as a whole. Time Warner indirectly owns a 74.49% priority capital and residual equity interest in TWE as described in the TWE Partnership Agreement, free and clear of all Liens (except under the TWE Partnership Agreement).

Organization, Standing and Power; Subsidiaries. (i) Each of PNU Parent and each of its Subsidiaries (as defined in Section 8.11) is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the requisite corporate (or similar) power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure failures to be so organized, existing and or in good standing or to have such power and authority authority, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect (as defined in Section 8.11) on PNUParent, and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary other than in such jurisdictions except where the failure failures so to qualify or to be in good standing standing, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on PNUParent. The copies of the certificate amended articles of incorporation and by-laws regulations of PNU Parent which were previously furnished or made available to Monsanto the Company are true, complete and correct copies of such documents as in effect on the date of this Agreement. (ii) Exhibit 21 to PNU's Parent’s Annual Report on Form 10-K for the year ended December 31June 30, 1998 2004 includes all the Subsidiaries of PNU Parent which as of the date of this Agreement are thereof were Significant Subsidiaries (as defined in Rule 1-02 of Regulation S-X of the SEC). All the outstanding shares of capital stock of, or other equity interests in, each such Significant Subsidiary have been validly issued and are fully paid and nonassessable non-assessable and are are, except as set forth in Exhibit 21, owned directly or indirectly by PNUParent, free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively "collectively, “Liens"”) and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests). Except as set forth in the PNU SEC Reports (as defined in Section 3.1(d)), neither PNU nor any of its Subsidiaries directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any corporation, partnership, joint venture or other business association or entity (other than Subsidiaries), that is or would reasonably be expected to be material to PNU and its Subsidiaries taken as a wholeexcept for restrictions imposed by applicable laws.

Organization, Standing and Power; Subsidiaries. (i1) Each of PNU LDI and each of its Subsidiaries (as defined in Section 8.11A) is a corporation (or business entity in other legal form as set forth in Section 2.1(a) of the LDI Disclosure Schedule) duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, (B) has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority would not reasonably be expected to have a Material Adverse Effect on PNU, LDI and (C) is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary necessary, other than in such jurisdictions where the failure so to qualify or to be in good standing would not reasonably be expected to have a Material Adverse Effect on PNULDI. The copies of the certificate Articles of incorporation Incorporation and by-laws bylaws of PNU which LDI and the charter documents of each of the LDI Subsidiaries were previously furnished or made available to Monsanto WAXS and are true, complete and correct copies of such documents as in effect on the date of this Agreement. (ii2) Exhibit 21 to PNU's Annual Report on Form 10-K for Section 2.1(a) of the year ended December 31, 1998 includes LDI Disclosure Schedule sets forth all the Subsidiaries of PNU which as of the date of this Agreement are Significant Subsidiaries (as defined in Rule 1-02 of Regulation S-X of the SEC). All the outstanding shares of capital stock of, or other equity interests in, LDI and each such Significant Subsidiary have been validly issued and are fully paid and nonassessable and are owned directly Subsidiary's place of incorporation or indirectly by PNU, free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively "Liens") and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests)organization. Except as set forth in Section 2.1(a) of the PNU SEC Reports (as defined in Section 3.1(d))LDI Disclosure Schedule, neither PNU LDI nor any of its Subsidiaries Subsidiaries, directly or indirectly indirectly, owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable forfor any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity (other than the Subsidiaries of LDI). LDI conducts no business except through LDI and the LDI Subsidiaries. Subject to the pledge of the Subsidiary Shares to SE B▇▇▇▇▇, ▇▇e Note Holders, WAXS and parties to that certain Term Loan Agreement dated as of July 20, 1999, by and among certain Lenders, LDI Acquisition Sub Inc., LDI and Fred▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇ amended (the "Term Loan") or ownership of those of the Subsidiary Shares described in Section 2.1(b)(2) of the LDI Disclosure Schedule by third parties, at the Closing, LDI will deliver to WAXS good and marketable title to the Subsidiary Shares, free and clear of any encumbrance. Notwithstanding the foregoing or anything else in this Agreement, nothing contained in this Section 2.1(a), that is or would reasonably be expected to be material to PNU and its Subsidiaries taken as a whole.

Organization, Standing and Power; Subsidiaries. (i) Each of PNU Alpha and each of its Subsidiaries (as defined in Section 8.11) is a corporation or other organization duly organized, validly existing and in good standing (where applicable) under the laws of its jurisdiction of incorporation or organization, has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conductedconducted and as it will be conducted through the Effective Time, except where the failure to be so organized, existing and in good standing or to have such power and authority authority, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on PNUAlpha and its Subsidiaries, and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary necessary, other than in such jurisdictions where the failure so to qualify or to be in good standing standing, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on PNUAlpha and its Subsidiaries. The copies of the certificate of incorporation and by-laws of PNU Alpha which were previously furnished or made available to Monsanto Conexant are true, complete and correct copies of such documents as in effect on the date of this Agreement. (ii) Exhibit 21 to PNUAlpha's Annual Report on Form 10-K for the year ended December 31April 1, 1998 2001 includes all the Subsidiaries of PNU Alpha which as of the date of this Agreement are Significant Subsidiaries of Alpha (as defined in Rule 1-02 of Regulation S-X of the Securities and Exchange Commission (the "SEC")). All the --- outstanding shares of capital stock of, or other equity interests in, each such Significant Subsidiary have been validly issued and are fully paid and nonassessable and are owned directly or indirectly by PNUAlpha, free and clear of all material pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively collectively, "Liens") and free of any other material ----- restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership equity interests, but excluding restrictions under the Securities Act). Except as set forth in the PNU SEC Reports (as defined in Section 3.1(d)), neither PNU nor None of Alpha or any of its Subsidiaries directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable forfor any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity (other than SubsidiariesSubsidiaries of Alpha), that is or would reasonably be expected to be material to PNU Alpha and its Subsidiaries taken as a whole.

Organization, Standing and Power; Subsidiaries. (i) Each of PNU AHP and each of its Subsidiaries (as defined in Section 8.11) is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority would not reasonably be expected to have a Material Adverse Effect on PNUAHP, and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary other than in such jurisdictions where the failure so to qualify or to be in good standing would not reasonably be expected to have a Material Adverse Effect on PNUAHP. The copies of the certificate of incorporation and by-laws of PNU AHP which were previously furnished or made available to Monsanto are true, complete and correct copies of such documents as in effect on the date of this Agreement. (ii) Exhibit 21 to PNUAHP's Annual Report on Form 10-K for the year ended December 31, 1998 1997 includes all the Subsidiaries of PNU AHP which as of the date of this Agreement are Significant Subsidiaries (as defined in Rule 1-02 of Regulation S-X of the SEC). All the outstanding shares of capital stock of, or other equity interests in, each such Significant Subsidiary have been validly issued and are fully paid and nonassessable and are owned directly or indirectly by PNUAHP, free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively "Liens") and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests). Except as set forth in the PNU AHP SEC Reports (Reports, as defined in Section 3.1(d))of the date of this Agreement, neither PNU AHP nor any of its Subsidiaries directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any corporation, partnership, joint venture or other business association or entity (other than Subsidiaries), that is or would reasonably be expected to be material to PNU AHP and its Subsidiaries taken as a whole.

Organization, Standing and Power; Subsidiaries. (i) Each of PNU Company and each of its Subsidiaries (as defined in Section 8.11) is a corporation or other Person duly organized, validly existing and in good standing under the laws Laws of its respective jurisdiction of incorporation or organization, has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to be so organized, existing . Each of Company and in good standing or to have such power and authority would not reasonably be expected to have a Material Adverse Effect on PNU, and each of its Subsidiaries is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary necessary, other than in such jurisdictions where the failure so to qualify or to be in good standing would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect on PNUCompany. The copies of the certificate of incorporation and by-laws bylaws of PNU Company and of its material Subsidiaries which were previously furnished or made available to Monsanto Purchaser are true, complete and correct copies of such documents as in effect on the date hereof. Company has made available to Purchaser correct and complete copies of this Agreementthe minutes of all meetings of (w) Company stockholders, (x) the Board of Directors of Company, (y) each committee of the Board of Directors of Company and (z) the Board of Directors of each of the Subsidiaries of Company held from January 1, 2009 to February 8, 2012. (ii) Exhibit 21 to PNU's Annual Report on Form 10-K for the year ended December 31, 1998 includes all the Subsidiaries of PNU which as of the date of this Agreement are Significant Subsidiaries (as defined in Rule 1-02 of Regulation S-X of the SEC). All the outstanding shares of capital stock of, or other equity interests in, each such Significant Subsidiary of its Subsidiaries have been validly issued and are fully paid and nonassessable and are owned directly or indirectly by PNUCompany, free and clear of all pledgesLiens (other than Permitted Liens and, claimsin the case of Subsidiaries that are immaterial to Company, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively "immaterial Liens") and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests). Except as set forth Section 3.2(a) of the Company Disclosure Schedule lists all of the Subsidiaries of Company, and for each such Subsidiary, the state of formation and each jurisdiction in the PNU SEC Reports (as defined in Section 3.1(d)), neither PNU which each such Subsidiary is qualified or licensed to do business. Neither Company nor any of its Subsidiaries directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any corporation, partnership, joint venture or other business association or entity (other than investments made in the ordinary course of business in the Company’s or any of its Subsidiaries’ investment portfolios), that is or would reasonably be expected to be material to PNU and its Subsidiaries taken as a whole.

Organization, Standing and Power; Subsidiaries. (a) Section 3.1 of the Company Disclosure Letter contains a true, correct and complete list of the name and jurisdiction of organization of each Acquired Company (each of the Company and its Subsidiaries is referred to herein as an “Acquired Company” and, collectively, as the “Acquired Companies”), the Company’s percentage ownership of each Acquired Company (other than the Company) that is not a wholly owned Subsidiary of the Company and the jurisdictions in which each Acquired Company is qualified to conduct business. The Company has no Subsidiaries other than the entities identified in Section 3.1 of the Company Disclosure Letter. None of the Acquired Companies has any equity interest in, or any interest convertible into or exchangeable or exercisable for any equity interest in, any other entity, other than those set forth in Section 3.1 of the Company Disclosure Letter. Each Acquired Company (i) Each of PNU and each of its Subsidiaries (as defined in Section 8.11) is a corporation an entity duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its jurisdiction of incorporation or organization, (ii) has the all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted, except where the failure conducted and (iii) is duly qualified or licensed to be so organized, existing do business and is in good standing or to have such power and authority would not reasonably be expected to have a Material Adverse Effect on PNU, and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership ownership, leasing or leasing operation of its properties and assets makes such qualification necessary other than or licensing necessary, except, in such jurisdictions where the failure so to qualify case of clause (iii) only, as, individually or to be in good standing the aggregate, have not had, and would not reasonably be expected to have have, a Company Material Adverse Effect on PNU. Effect. (b) The Company has made available to Parent true, correct and complete copies of the certificate articles of incorporation of the Company, as amended to the date of this Agreement (as so amended, the “Company Charter”), the code of regulations of the Company, as amended to the date of this Agreement (as so amended, the “Company Regulations”), and by-laws the comparable organizational documents of PNU which were previously furnished or made available to Monsanto are trueeach Material Company Subsidiary, complete and correct copies of such documents in each case as in effect on amended through the date of this Agreement. (ii) Exhibit 21 to PNU's Annual Report on Form 10-K for the year ended December 31. For purposes of this Agreement, 1998 includes all the Subsidiaries of PNU which as “Material Company Subsidiary” means any Subsidiary of the date of this Agreement are Significant Subsidiaries (as defined Company that is listed in Rule 1-02 of Regulation S-X Section 3.1(b) of the SEC). All the outstanding shares of capital stock of, or other equity interests in, each such Significant Subsidiary have been validly issued and are fully paid and nonassessable and are owned directly or indirectly by PNU, free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively "Liens") and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests). Except as set forth in the PNU SEC Reports (as defined in Section 3.1(d)), neither PNU nor any of its Subsidiaries directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any corporation, partnership, joint venture or other business association or entity (other than Subsidiaries), that is or would reasonably be expected to be material to PNU and its Subsidiaries taken as a wholeCompany Disclosure Letter.

Organization, Standing and Power; Subsidiaries. (ia) Each of PNU and each of its Subsidiaries (as defined in Section 8.11) Crossbox is a corporation duly organizedincorporated, validly existing and in good standing under the laws Laws of its jurisdiction the State of incorporation or organizationNevada, has the all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted, and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction listed in Section 3.1(a) of Crossbox Disclosure Schedule, which jurisdictions constitute as of the date hereof the only jurisdictions in which the character of the properties it owns, operates or leases or the nature of its activities makes such qualification necessary or advisable, except where the failure to be so organizedqualified would not have a Crossbox Material Adverse Effect. Notwithstanding the foregoing, the Company acknowledges and agrees that Crossbox may reincorporate under the laws of the State of Delaware on or following the Effective Date. (b) Merger Sub is a corporation duly incorporated, validly existing and in good standing or to have such under the Laws of the State of Delaware, has all requisite corporate power and authority would not reasonably be expected to have a Material Adverse Effect own, lease and operate its properties and assets and to carry on PNUits business as now being conducted, and is duly qualified to do business and is in good standing to do business as a foreign corporation in each jurisdiction listed in (a) of Crossbox Disclosure Schedule, which jurisdictions constitute as of the date hereof the only jurisdictions in which the character of the properties it owns, operates or leases or the nature of its business or the ownership or leasing of its properties activities makes such qualification necessary other than in such jurisdictions or advisable, except where the failure so to qualify or to be in good standing so qualified would not reasonably be expected to have a Crossbox Material Adverse Effect on PNU. The copies of the certificate of incorporation and by-laws of PNU which were previously furnished or made available to Monsanto are true, complete and correct copies of such documents as in effect on the date of this AgreementEffect. (iic) Exhibit 21 to PNU's Annual Report on Form 10-K Crossbox has no Subsidiaries except for the year ended December 31Merger Sub. Except for Merger Sub, 1998 includes all the Subsidiaries of PNU which as of the date of this Agreement are Significant Subsidiaries (as defined in Rule 1-02 of Regulation S-X of the SEC). All the outstanding Crossbox does not own, and has never owned, beneficially or otherwise, any shares of capital stock or other securities of, or any direct or indirect equity or other equity interests financial interest in, each such Significant Subsidiary have been validly issued any Entity. Crossbox has not agreed and are fully paid is not obligated to make any future investment in or capital contribution to any Entity. Crossbox has not guaranteed and nonassessable and are owned directly is not responsible or indirectly by PNU, free and clear of all pledges, claims, liens, charges, encumbrances and security interests liable for any obligation of any kind of the Entities in which it owns or nature whatsoever (collectively "Liens") and free of has owned any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock equity or other ownership interests)financial interest. Except as set forth in the PNU SEC Reports (as defined in Section 3.1(d)), neither PNU Neither Crossbox nor any of its Subsidiaries directly or indirectly owns any equity or similar interest instockholders has ever approved, or commenced any interest convertible into proceeding or exchangeable made any election contemplating, the dissolution or exercisable for, any corporation, partnership, joint venture liquidation of the business or other business association or entity (other than Subsidiaries), that is or would reasonably be expected to be material to PNU and its Subsidiaries taken as a wholeaffairs of Crossbox.

Organization, Standing and Power; Subsidiaries. (i) Each of PNU Oryx and each of its Subsidiaries (as defined in Section 8.11) is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority would not reasonably be expected to have a Material Adverse Effect on PNUOryx, and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary other than in such jurisdictions where the failure so to qualify or to be in good standing would not reasonably be expected to have a Material Adverse Effect on PNUOryx. The copies of the certificate of incorporation and by-laws of PNU Oryx which were previously furnished or made available to Monsanto ▇▇▇▇-▇▇▇▇▇ are true, complete and correct copies of such documents as in effect on the date of this Agreement. (ii) Exhibit 21 to PNUOryx's Annual Report on Form 10-K for the year ended December 31, 1998 1997 includes all the Subsidiaries of PNU Oryx which as of the date of this Agreement are Significant Subsidiaries (as defined in Rule 1-02 of Regulation S-X of the SEC). All the outstanding shares of capital stock of, or other equity interests in, each such Significant Subsidiary have been validly issued and are fully paid and nonassessable and are owned directly or indirectly by PNUOryx, free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively "Liens") Liens and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests). Except as set forth in the PNU SEC Reports (as defined in Section 3.1(d)), neither PNU Neither Oryx nor any of its Subsidiaries directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any corporation, partnership, joint venture or other business association or entity (other than Subsidiaries), Person that is or would reasonably be expected to be material to PNU Oryx and its Subsidiaries taken as a whole.

Organization, Standing and Power; Subsidiaries. (i) Each of PNU Parent and each of its Subsidiaries (as defined in Section 8.11) is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure failures to be so organized, existing and in good standing or to have such power and authority authority, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on PNUParent, and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary other than in such jurisdictions where the failure failures so to qualify or to be in good standing standing, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on PNUParent. The copies of the certificate Memorandum of incorporation Association and by-laws Articles of PNU Association of Parent which were previously furnished or made available to Monsanto the Company are true, complete and correct copies of such documents as in effect on the date of this Agreement. (ii) Exhibit 21 to PNUThe Parent Disclosure Schedule sets forth a complete and accurate list of Parent's Annual Report on Form 10-K for the year ended December 31, 1998 includes all the Subsidiaries of PNU which as of the date of this Agreement are Significant Subsidiaries (as defined in Rule 1-02 of Regulation S-X of the SEC)Subsidiaries. All the outstanding shares of capital stock of, or other equity interests in, each such Significant Subsidiary have been validly issued and are fully paid and nonassessable non-assessable and are are, except as set forth in the Parent Disclosure Schedule, owned directly or indirectly by PNUParent, free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively "Liens") and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests), except for restrictions imposed by applicable securities laws. Except as set forth in the PNU Parent SEC Reports (as defined in Section 3.1(d))) filed prior to the date hereof or in the Parent Disclosure Schedule, neither PNU Parent nor any of its Subsidiaries directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any corporation, partnership, joint venture or other business association or entity (other than Subsidiaries), that is or would reasonably be expected to be material to PNU and its Subsidiaries taken as a wholeParent.

Organization, Standing and Power; Subsidiaries. (i) Each of PNU Parent and each of its Subsidiaries (as defined in Section 8.11) is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure failures to be so organized, existing and in good standing or to have such power and authority would authority, in the aggregate, will not reasonably be expected to have a Material Adverse Effect on PNUParent, and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary other than in such jurisdictions where the failure failures so to qualify or to be in good standing would standing, in the aggregate, will not reasonably be expected to have a Material Adverse Effect on PNUParent. The copies of the certificate restated articles of incorporation and by-laws bylaws of PNU Parent which were previously furnished or made available to Monsanto the Company are true, complete and correct copies of such documents as in effect on the date of this Agreement. (ii) Exhibit 21 to PNU's Annual Report on Form 10-K for Section 3.1(a)(ii) of the year ended December 31, 1998 includes Parent Disclosure Schedule sets forth all the Subsidiaries of PNU Parent which as of the date of this Agreement are Significant Subsidiaries (as defined in Rule 1-02 of Regulation S-X of the SEC)Subsidiaries. All the outstanding shares of capital stock of, or other equity interests in, each such Significant Subsidiary have been validly issued and are fully paid and nonassessable non-assessable and are are, except as set forth in Section 3.1(a)(ii) of the Parent Disclosure Schedule, owned directly or indirectly by PNUParent, free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively "Liens") and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests), except for restrictions imposed by applicable securities laws. Except as set forth in the PNU Parent SEC Reports (as defined in Section 3.1(d))) filed prior to the date hereof, neither PNU Parent nor any of its Subsidiaries directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any corporation, partnership, joint venture or other business association or entity (other than Subsidiaries), that is or would reasonably be expected to be material to PNU Parent and its Subsidiaries taken as a whole.

Organization, Standing and Power; Subsidiaries. (i) Each of PNU and each of its Subsidiaries (as defined in Section 8.11) Spinco is a corporation duly organizedincorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation. Each of the Subsidiaries of Spinco is a corporation or other organization duly organized, validly existing and in good standing (where applicable) under the laws of its jurisdiction of incorporation or organization, and Spinco and each of its Subsidiaries has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conductedconducted and as it will be conducted through the Effective Time, except where the failure to be so organized, existing and in good standing or to have such power and authority authority, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on PNUSpinco, and each of Spinco and its Subsidiaries is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary necessary, other than in such jurisdictions where the failure to so to qualify or to be in good standing standing, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on PNUSpinco. The True, correct and complete copies of the certificate Certificate of incorporation Incorporation and byBy-laws of PNU which were previously furnished or made available to Monsanto are true, complete and correct copies of such documents as Spinco in effect on the date hereof are attached to Section 5.3(a)(i) of this Agreementthe Spinco Disclosure Schedule. (ii) Exhibit 21 to PNU's Annual Report on Form 10-K for Section 5.3(a)(ii) of the year ended December 31, 1998 includes Spinco Disclosure Schedule sets forth a list of all the Subsidiaries of PNU Spinco which as of the date of this Agreement are would be Significant Subsidiaries of Spinco (as defined in Rule 1-02 02(w) of Regulation S-X of the SEC) if the Distribution had occurred immediately prior to the date hereof (the “Spinco Significant Subsidiaries”). All the outstanding shares of capital stock of, or other equity interests in, each such Spinco Significant Subsidiary have been validly issued and are fully paid and nonassessable and are owned directly or indirectly by PNUSpinco, free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively "Liens") material Liens and free of any other material restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership equity interests, but excluding restrictions under the Securities Act). Except as set forth in the PNU SEC Reports (as defined in Section 3.1(d)), neither PNU nor None of Spinco or any of its Subsidiaries directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable forfor any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity (other than Subsidiaries), Subsidiaries of Spinco) that is or would reasonably be expected to be material to PNU Spinco and its Subsidiaries taken as a whole.

Organization, Standing and Power; Subsidiaries. (i) Each of PNU and each of its Subsidiaries (as defined in Section 8.11) Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction the State of incorporation or organization, Delaware. Company has the all requisite power and authority to own, lease and operate its properties and to carry on its business businesses as now being conducted, except where the failure conducted and is duly licensed or qualified to be so organized, existing do business and in good standing or to have such power and authority would not reasonably be expected to have a Material Adverse Effect on PNU, and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business businesses or the ownership or leasing of its properties makes such licensing or qualification necessary necessary, other than in such jurisdictions where the failure so to qualify or to be so licensed or qualified would not, either individually or in good standing would not reasonably be expected to the aggregate, have a Material Adverse Effect on PNUCompany. The Company has furnished to Parent true and complete copies of the certificate of incorporation and by-laws or other organizational documents of PNU which were previously furnished or made available to Monsanto are true, complete Company and correct copies each of such documents its Subsidiaries as in effect on the date of this Agreement. (ii) Exhibit 21 to PNU's Annual Report on Form 10-K for the year ended December 31, 1998 includes all the Subsidiaries Part I of PNU which as Section 3.1(a) of the date Company Disclosure Schedule sets forth a true and complete list of this Agreement are Significant all of Company's Subsidiaries (and indicates, as defined to each such Subsidiary, the principal businesses in Rule 1-02 which it is engaged, the number and type of Regulation S-X outstanding shares of capital stock or other equity securities of each such Subsidiary and the holder(s) thereof, any issued and outstanding options, warrants, stock appreciation rights, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, shares of any capital stock or other equity securities of such Subsidiary, and any contracts, commitments, understandings or arrangements by which such Subsidiary may be or become bound to issue additional shares of its capital stock or other equity securities, or options, warrants or rights to purchase, acquire, subscribe to, calls on or commitments for any shares of its capital stock or other equity securities and the identity of the SEC)parties to any such agreements or arrangements. All of the outstanding shares of capital stock of, or other equity interests in, each such Significant Subsidiary securities evidencing ownership of Company's Subsidiaries have been duly authorized and validly issued and are fully paid and nonassessable non-assessable with no personal liability attaching to the ownership thereof and such shares or other securities are owned directly by Company or indirectly by PNU, its direct or indirect wholly-owned Subsidiaries free and clear of any Lien with respect thereto. Each of Company's Subsidiaries (x) is a duly organized and validly existing corporation, partnership, limited liability company or other legal entity under the laws of its jurisdiction of organization, (y) has all pledgesrequisite corporate or other power and authority to own or lease all of its properties and assets and to carry on its businesses as now conducted, claimsand (z) is duly licensed or qualified to do business and in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its businesses requires it to be so licensed or qualified, liensother than, chargesin the case of this clause (z) in those jurisdictions where the failure to be so licensed or qualified would not, encumbrances either individually or in the aggregate, have a Material Adverse Effect on Company. (iii) Part II of Section 3.1(a) of the Company Disclosure Schedule provides a true and security interests complete list of all direct or indirect investments of Company or any kind or nature whatsoever (collectively "Liens") and free of its Subsidiaries in any other restriction (including any restriction on person as of the right to votedate hereof, sell whether in the form of equity or otherwise dispose of such capital stock debt or options, warrants or other ownership interests)rights to acquire or purchase equity or debt. Company has provided or made available to Parent a true and complete copy of all partnership, joint venture or similar agreements to which Company or any of its Subsidiaries is a party. Except as set forth in Part III of Section 3.1(a) of the PNU SEC Reports (as defined in Section 3.1(d))Company Disclosure Schedule, neither PNU Company nor any of its Subsidiaries directly is subject to any obligation or indirectly owns requirement to provide funds to or make any investment in (whether in the form of equity or similar interest indebt or otherwise) any person. (iv) The minute books of Company accurately reflect in all material respects all corporate meetings and actions held or taken by its stockholders or Board of Directors (including committees of the Board of Directors) since January 1, or any interest convertible into or exchangeable or exercisable for, any corporation, partnership, joint venture or other business association or entity (other than Subsidiaries), that is or would reasonably be expected to be material to PNU and its Subsidiaries taken as a whole1998.

Organization, Standing and Power; Subsidiaries. (a) Section 3.1(a) of the Company Disclosure Letter contains (i) Each a complete and accurate list of PNU the name and jurisdiction of organization of each Acquired Company (each of the Company and its Subsidiaries is referred to herein as an “Acquired Company” and, collectively, as the “Acquired Companies”), (ii) the Company’s percentage ownership of each Acquired Company (other than the Company) that is not a wholly owned Subsidiary of the Company and (iii) the jurisdictions in which the Company and each of its Material Company Subsidiary is qualified to conduct business, except in each case as, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Company Material Adverse Effect. The Company has no Subsidiaries (as defined other than the entities identified in Section 8.113.1 of the Company Disclosure Letter. None of the Acquired Companies has any equity interest in, or any interest convertible into or exchangeable or exercisable for any equity interest in, any other entity, other than those set forth in Section 3.1 of the Company Disclosure Letter. Each Acquired Company (A) is a corporation an entity duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its jurisdiction of incorporation or organization, (B) has the all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted, except where the failure conducted and (C) is duly qualified or licensed to be so organized, existing do business and is in good standing or to have such power and authority would not reasonably be expected to have a Material Adverse Effect on PNU, and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership ownership, leasing or leasing operation of its properties and assets makes such qualification necessary other than or licensing necessary, except in such jurisdictions where each case as, individually or in the failure so to qualify or to be in good standing aggregate, have not had, and would not reasonably be expected to have have, a Company Material Adverse Effect on PNU. Effect. (b) The Company has made available to Parent true, correct and complete copies of the certificate of incorporation of the Company, as amended to the date of this Agreement (as so amended, the “Company Charter”), the bylaws of the Company, as amended to the date of this Agreement (as so amended, the “Company Bylaws”), and by-laws the comparable charter and organizational documents of PNU which were previously furnished or made available to Monsanto are trueeach Material Company Subsidiary, complete and correct copies of such documents in each case as in effect on amended through the date of this Agreement. (ii) Exhibit 21 to PNU's Annual Report on Form 10-K for the year ended December 31. For purposes of this Agreement, 1998 includes all the Subsidiaries of PNU which as “Material Company Subsidiary” means any Subsidiary of the date of this Agreement are Significant Subsidiaries (as defined Company that is listed in Rule 1-02 of Regulation S-X Section 3.1(b) of the SEC). All the outstanding shares of capital stock of, or other equity interests in, each such Significant Subsidiary have been validly issued and are fully paid and nonassessable and are owned directly or indirectly by PNU, free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively "Liens") and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests). Except as set forth in the PNU SEC Reports (as defined in Section 3.1(d)), neither PNU nor any of its Subsidiaries directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any corporation, partnership, joint venture or other business association or entity (other than Subsidiaries), that is or would reasonably be expected to be material to PNU and its Subsidiaries taken as a wholeCompany Disclosure Letter.

Organization, Standing and Power; Subsidiaries. (a) Section 3.1(a) of the Company Disclosure Letter contains (i) Each a complete and accurate list of PNU the name and jurisdiction of organization of each Acquired Company (each of the Company and its Subsidiaries is referred to herein as an “Acquired Company” and, collectively, as the “Acquired Companies”), (ii) the Company’s percentage ownership of each Acquired Company (other than the Company) that is not a wholly owned Subsidiary of the Company and (iii) the jurisdictions in which the Company and each of its Subsidiaries (as defined is qualified to conduct business, except in each case as, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Company Material Adverse Effect. The Company has no Subsidiaries other than the entities identified in Section 8.113.1 of the Company Disclosure Letter. None of the Acquired Companies has any equity interest in, or any interest convertible into or exchangeable or exercisable for any equity interest in, any other entity, other than those set forth in Section 3.1 of the Company Disclosure Letter. Each Acquired Company (A) is a corporation an entity duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its jurisdiction of incorporation or organization, (B) has the all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted, except where the failure conducted and (C) is duly qualified or licensed to be so organized, existing do business and is in good standing or to have such power and authority would not reasonably be expected to have a Material Adverse Effect on PNU, and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership ownership, leasing or leasing operation of its properties and assets makes such qualification necessary other than or licensing necessary, except in such jurisdictions where each case as, individually or in the failure so to qualify or to be in good standing aggregate, have not had, and would not reasonably be expected to have have, a Company Material Adverse Effect on PNU. Effect. (b) The Company has made available to Parent true, correct and complete copies of the certificate of incorporation and by-laws of PNU which were previously furnished or made available to Monsanto are truethe Company, complete and correct copies of such documents as in effect on the date of this Agreement. (ii) Exhibit 21 to PNU's Annual Report on Form 10-K for the year ended December 31, 1998 includes all the Subsidiaries of PNU which as of amended through the date of this Agreement are Significant Subsidiaries (as defined in Rule 1-02 of Regulation S-X so amended, the “Company Charter”), the bylaws of the SECCompany, as amended through the date of this Agreement (as so amended, the “Company Bylaws”), and the comparable charter and organizational documents of each Subsidiary of the Company, in each case as amended through the date of this Agreement (collectively, the “Company Organizational Documents”). All The Company is not in violation of any of the provisions of the Company Charter or the Company Bylaws. (c) The Company or another Acquired Company owns directly or indirectly, all of the issued and outstanding shares of capital stock of, or other equity interests inof each of the Subsidiaries of the Company, each free and clear of any security interests, liens, claims, pledges, charges, mortgages or other encumbrances (collectively, “Liens”) of any nature whatsoever, except for restrictions on transfer under securities Laws and Permitted Liens, and all of such Significant Subsidiary outstanding shares of capital stock or other equity interests have been duly authorized and validly issued and are fully paid and paid, nonassessable and are owned directly or indirectly by PNU, free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively "Liens") and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests)preemptive rights. Except for equity interests in the Subsidiaries of the Company, neither the Company nor any Subsidiary of the Company owns, directly or indirectly, any equity interest in any Person, or has any obligation to acquire any such equity interest other than as set forth in on Section 3.1(c)(ii) of the PNU SEC Reports (as defined in Section 3.1(d)), neither PNU nor any of its Subsidiaries directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any corporation, partnership, joint venture or other business association or entity (other than Subsidiaries), that is or would reasonably be expected to be material to PNU and its Subsidiaries taken as a wholeCompany Disclosure Letter.

Organization, Standing and Power; Subsidiaries. (i) Each of PNU the Company and each of its Subsidiaries (as defined in Section 8.11) is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure failures to be so organized, existing and in good standing or to have such power and authority would authority, in the aggregate, will not reasonably be expected to have a Material Adverse Effect on PNUthe Company, and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary other than in such jurisdictions where the failure failures so to qualify or to be in good standing would in the aggregate will not reasonably be expected to have a Material Adverse Effect on PNUthe Company. The copies of the certificate of incorporation and by-laws bylaws of PNU the Company which were previously furnished or made available to Monsanto Parent are true, complete and correct copies of such documents as in effect on the date of this Agreement. (ii) Exhibit 21 to PNU's Annual Report on Form 10-K for Section 3.2(a)(ii) of the year ended December 31, 1998 includes Company Disclosure Schedule sets forth all the Subsidiaries of PNU the Company which as of the date of this Agreement are Significant Subsidiaries (as defined in Rule 1-02 of Regulation S-X of the SEC)Subsidiaries. All the outstanding shares of capital stock of, or other equity interests in, each such Significant Subsidiary have been validly issued and are fully paid and nonassessable non-assessable and are are, except as set forth in Section 3.2(a)(ii) of the Company Disclosure Schedule, owned directly or indirectly by PNUthe Company, free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively "Liens") Liens and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests), except for restrictions imposed by applicable securities laws. Except as set forth in the PNU Company SEC Reports (as defined in Section 3.1(d3.2(d))) filed prior to the date hereof, neither PNU the Company nor any of its Subsidiaries directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any corporation, partnership, joint venture or other business association or entity (other than Subsidiaries), that is or would reasonably be expected to will be material to PNU the Company and its Subsidiaries taken as a whole.

Organization, Standing and Power; Subsidiaries. (i) Each of PNU America Online and each of its Subsidiaries (as defined in Section 8.119.11) is a corporation or other organization duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority authority, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect (as defined in Section 9.11) on PNUAmerica Online, and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary other than in such jurisdictions where the failure so to qualify or to be in good standing standing, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on PNUAmerica Online. The copies of the certificate of incorporation and by-laws bylaws of PNU America Online which were previously furnished or made available to Monsanto Time Warner are true, complete and correct copies of such documents as in effect on the date of this Agreement. (ii) Exhibit 21 to PNUAmerica Online's Annual Report on Form 10-K for the fiscal year ended December 31June 30, 1998 1999 includes all the Subsidiaries of PNU America Online which as of the date of this Agreement are Significant Subsidiaries (as defined in Rule 1-02 of Regulation S-X of the Securities and Exchange Commission (the "SEC")). All the outstanding shares of capital stock of, or other equity interests in, each such Significant Subsidiary have been validly issued and are fully paid and nonassessable and are are, except as set forth in such Exhibit 21, owned directly or indirectly by PNUAmerica Online, free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively "Liens") and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests), except for restrictions imposed by applicable securities laws. Except as set forth in the PNU SEC Reports (as defined disclosed in Section 3.1(d))4.1(a) of the America Online Disclosure Schedule, as of the date of this Agreement, neither PNU America Online nor any of its Subsidiaries directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any corporation, partnership, joint venture or other business association or entity (other than Subsidiaries), that is or would reasonably be expected to be material to PNU America Online and its Subsidiaries taken as a whole.

Organization, Standing and Power; Subsidiaries. (i) Each of PNU and each of its Subsidiaries (as defined in Section 8.11) MVT Corp. is a corporation duly incorporated, validly existing and in active status under the laws of State of Wisconsin. Each of the Subsidiaries of MVT Corp. is a corporation or other organization duly organized, validly existing and in good standing or active status (where applicable) under the laws of its jurisdiction of incorporation or organization, and MVT Corp. and each of its Subsidiaries has the requisite power and authority to own, lease and operate its properties and to carry on its business the MVT Business as now being conductedconducted and as it will be conducted through the Closing Date, except where the failure to be so organized, existing and in good standing or to have such power and authority authority, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on PNUMVT Corp., and each of MVT Corp. and its Subsidiaries is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business the MVT Business or the ownership or leasing of its properties makes such qualification necessary necessary, in each case other than in such jurisdictions where the failure to so to qualify or to be in good standing standing, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on PNU. The MVT Corp. True, correct and complete copies of the certificate articles of incorporation and by-laws of PNU which were previously furnished or made available to Monsanto are true, complete and correct copies of such documents as MVT Corp. in effect on the date of this Agreementhereof have been delivered or made available to Investor. (ii) Exhibit 21 to PNU's Annual Report on Form 10-K for Section 4.3(a)(ii) of the year ended December 31, 1998 includes MVT Disclosure Schedule sets forth a list of all the Subsidiaries of PNU MVT Corp. which as of the date of this Agreement are would be Significant Subsidiaries of MVT Corp. (as defined in Rule 1-02 02(w) of Regulation S-X of the SEC) if the Share Distribution had occurred immediately prior to the date hereof (the “MVT Significant Subsidiaries”). All the outstanding shares of capital stock of, or other equity interests in, each such MVT Significant Subsidiary have been validly issued and are fully paid and nonassessable (except, in the case of any Significant Subsidiaries that are Wisconsin corporations or foreign corporations that are qualified to do business in Wisconsin, subject to the personal liability which may be imposed on shareholders by former Section 180.0622(2)(b) of the WBCL for debts incurred prior to June 14, 2006 (for debts incurred on or after such date, Section 180.0622(2)(b) of the WBCL has been repealed) owing to employees for services performed, but not exceeding six months’ service in any one case) and are owned directly or indirectly by PNUMVT Corp., free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively "Liens") material Liens and free of any other material restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership equity interests, but excluding restrictions under the Securities Act). Except as set forth in the PNU SEC Reports (as defined in Section 3.1(d)), neither PNU nor None of MVT Corp. or any of its MVT Significant Subsidiaries directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable forfor any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity (other than Subsidiaries), Subsidiaries of MVT Corp.) that is or would reasonably be expected to be material to PNU MVT Corp. and its Subsidiaries taken as a whole.

Organization, Standing and Power; Subsidiaries. (i) Each of PNU the Company and each of its Subsidiaries (as defined in Section 8.11) is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the requisite corporate (or similar) power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure failures to be so organized, existing and in good standing or to have such power and authority authority, in the aggregate, would not reasonably be expected to have a Material Adverse Effect on PNUthe Company, and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary other than in such jurisdictions where the failure failures so to qualify or to be in good standing in the aggregate would not reasonably be expected to have a Material Adverse Effect on PNUthe Company. The copies of the certificate of incorporation and by-laws bylaws of PNU the Company which were previously furnished or made available to Monsanto Parent are true, complete and correct copies of such documents as in effect on the date of this Agreement. (ii) Exhibit 21 to PNUthe Company's Annual Report on Form 10-K for the year ended December 31, 1998 2001 ("Company Exhibit 21") includes all the Subsidiaries of PNU the Company which as of the date of this Agreement are Significant Subsidiaries (as defined in Rule 1-02 of Regulation S-X of the SEC). All the outstanding shares of capital stock of, or other equity interests in, each such Significant Subsidiary have been validly issued and are fully paid and nonassessable non-assessable and are are, except as set forth in Company Exhibit 21, owned directly or indirectly by PNUthe Company, free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively "Liens") Liens and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests), except for restrictions imposed by applicable securities laws. Except as set forth in the PNU Company SEC Reports (as defined in Section 3.1(d3.2(d))) filed prior to the date hereof, neither PNU the Company nor any of its Subsidiaries directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any corporation, partnership, joint venture or other business association or entity (other than Subsidiaries), that is or would reasonably be expected to be material to PNU the Company and its Subsidiaries taken as a whole.

Organization, Standing and Power; Subsidiaries. (i) Each of PNU the Company and each of its Subsidiaries (as defined in Section 8.11) is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure failures to be so organized, existing and in good standing or to have such power and authority authority, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on PNUthe Company, and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary other than in such jurisdictions where the failure failures so to qualify or to be in good standing standing, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on PNUthe Company. The copies of the certificate Certificate of incorporation Incorporation and byBy-laws Laws of PNU the Company which were previously furnished or made available to Monsanto Parent are true, complete and correct copies of such documents as in effect on the date of this Agreement. (ii) Exhibit 21 to PNU's Annual Report on Form 10-K for the year ended December 31, 1998 includes all the Subsidiaries of PNU which as The Company Disclosure Schedule sets forth a complete and accurate list of the date of this Agreement are Significant Subsidiaries (as defined in Rule 1-02 of Regulation S-X of the SEC)Company's Subsidiaries. All the outstanding shares of capital stock of, or other equity interests in, each such Significant Subsidiary have been validly issued and are fully paid and nonassessable non- assessable and are are, except as set forth in the Company Disclosure Schedule, owned directly or indirectly by PNUthe Company, free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively "Liens") Liens and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests), except for restrictions imposed by applicable securities laws. Except as set forth in Neither the PNU SEC Reports (as defined in Section 3.1(d)), neither PNU Company nor any of its Subsidiaries directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any corporation, partnership, joint venture or other business association or entity (other than Subsidiaries), that is or would reasonably be expected to be material to PNU and its Subsidiaries taken as a wholethe Company.

Organization, Standing and Power; Subsidiaries. (ia) Each Except as disclosed in Schedule 3.1(a) of PNU the Mesa Disclosure Letter, Mesa and each of its Subsidiaries (as defined in Section 8.11) is a corporation or other Person duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization, has the requisite power and authority to own, lease and operate its assets and properties and to carry on its business as now being conducted, except where the failure to be so organized, existing . Mesa and in good standing or to have such power and authority would not reasonably be expected to have a Material Adverse Effect on PNU, and each of its Subsidiaries is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary necessary, other than in such jurisdictions where the failure so to qualify or to be in good standing has not had and would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect on PNUMesa. The copies of the certificate of incorporation and by-laws bylaws of PNU which Mesa and of its Subsidiaries that were previously furnished or made available to Monsanto Armada are true, complete and correct copies of such documents as in effect on the date of this AgreementAgreement and have not been amended since the date hereof, and neither Mesa nor any of its Subsidiaries is in violation of any of their respective organizational documents. (iib) Exhibit 21 to PNU's Annual Report on Form 10-K for the year ended December 31, 1998 includes all the Subsidiaries of PNU which as of the date of this Agreement are Significant Subsidiaries (as defined in Rule 1-02 of Regulation S-X of the SEC). All the outstanding shares of capital stock of, or other equity interests in, each such Significant Subsidiary of Mesa’s Subsidiaries, including, but not limited to Mesa Sub, have been duly authorized and validly issued and are fully paid and nonassessable non-assessable, are not subject to and were not issued in violation of any preemptive rights, and are owned directly or indirectly by PNUMesa, free and clear of all pledgesLiens, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively "Liens") other than Permitted Liens and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests). Except Schedule 3.1(b) of the Mesa Disclosure Letter lists all of the Subsidiaries of Mesa and, for each such Subsidiary, the jurisdiction of its incorporation or organization and its directors and officers as set forth in of the PNU SEC Reports (as defined in Section 3.1(d)), neither PNU date of this Agreement. Neither Mesa nor any of its Subsidiaries directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any corporation, partnership, joint venture or other business association or entity (other than Subsidiaries)entity. Mesa does not own, directly or indirectly, any voting interest in any Person that is or would reasonably be expected to be material to PNU and its Subsidiaries taken create a filing obligation by Armada under the H▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as a wholeamended.

Organization, Standing and Power; Subsidiaries. (i) Each of PNU ACCO and each of its Subsidiaries (as defined in Section 8.11) is a corporation or other organization duly organized, validly existing and in good standing (where applicable) under the laws of its jurisdiction of incorporation or organization, has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conductedconducted and as it will be conducted through the Effective Time, except where the failure to be so organized, existing and in good standing or to have such power and authority authority, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on PNUACCO, and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary necessary, other than in such jurisdictions where the failure so to qualify or to be in good standing standing, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on PNUACCO. The copies of the certificate of incorporation and by-laws of PNU ACCO which were previously furnished or made available to Monsanto GBC are true, complete and correct copies of such documents as in effect on the date of this Agreement. (ii) Exhibit 21 Acquisition Sub is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. Acquisition Sub is a direct wholly-owned subsidiary of ACCO. The copies of the certificate of incorporation and by-laws of Acquisition Sub which were previously furnished or made available to PNU's Annual Report GBC are true, complete and correct copies of such documents as in effect on Form 10-K for the year ended December 31, 1998 includes all date of this Agreement. (iii) Section 5.3(a)(iii) of the ACCO Disclosure Schedule sets forth a list of the Subsidiaries of PNU ACCO which as of the date of this Agreement are would be Significant Subsidiaries of ACCO (as defined in Rule 1-02 of Regulation S-X of the SEC) if the Distribution had occurred immediately prior to the date hereof (the "ACCO Significant Subsidiaries"). All the outstanding shares of capital stock of, or other equity interests in, each such ACCO Significant Subsidiary have been validly issued and are fully paid and nonassessable and are owned directly or indirectly by PNUACCO, free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively "Liens") material Liens and free of any other material restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership equity interests, but excluding restrictions under the Securities Act). Except as set forth in the PNU SEC Reports (as defined in Section 3.1(d)), neither PNU nor None of ACCO or any of its Subsidiaries directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable forfor any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity (other than Subsidiaries), Subsidiaries of ACCO) that is or would reasonably be expected to be material to PNU ACCO and its Subsidiaries taken as a whole.

Organization, Standing and Power; Subsidiaries. (i) Each of PNU Parent and each of its Subsidiaries (as defined in Section 8.11) ISN is a corporation limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction the State of incorporation or organization, Delaware and has the all requisite limited liability company power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority would not reasonably be expected to have a Material Adverse Effect on PNU, and . ISN is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary necessary, other than in such jurisdictions where the failure so to qualify or to be in good standing would not reasonably be expected to have a Material Adverse Effect on PNUwith respect to ISN. The copies ISN has no Subsidiaries. As of the certificate Effective Time, each of incorporation Newco and by-Company Merger Sub will be a corporation duly organized, validly existing and in good standing under the laws of PNU its jurisdiction of incorporation, will have all requisite corporate (or similar) power and authority to own, lease and operate its properties and to carry on its business as then being conducted and will be duly qualified and in good standing to do business in each jurisdiction in which were previously furnished the nature of its business or made available the ownership or leasing of its properties make such qualification necessary, other than in such jurisdictions where the failure so to Monsanto are true, complete and correct copies of qualify would not have a Material Adverse Effect with respect to such documents as in effect on the date of this Agreement. (ii) Exhibit 21 to PNU's Annual Report on Form 10-K for the year ended December 31, 1998 includes all the Subsidiaries of PNU which as entity. As of the date of this Agreement are Significant Subsidiaries (as defined Effective Time, ISN Merger Sub will be a limited liability company duly organized, validly existing and in Rule 1-02 of Regulation S-X good standing under the laws of the SEC). All State of Delaware, will have all requisite limited liability company power and authority to own, lease and operate its properties and to carry on its business as then being conducted and will be duly qualified and in good standing to do business in each jurisdiction in which the outstanding shares of capital stock of, or other equity interests in, each such Significant Subsidiary have been validly issued and are fully paid and nonassessable and are owned directly or indirectly by PNU, free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively "Liens") and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests). Except as set forth in the PNU SEC Reports (as defined in Section 3.1(d)), neither PNU nor any of its Subsidiaries directly business or indirectly owns any equity the ownership or similar interest inleasing of its properties make such qualification necessary, or any interest convertible into or exchangeable or exercisable for, any corporation, partnership, joint venture or other business association or entity (other than Subsidiaries), that is or in such jurisdictions where the failure so to qualify would reasonably be expected not have a Material Adverse Effect with respect to be material to PNU and its Subsidiaries taken as a wholeISN Merger Sub.

Organization, Standing and Power; Subsidiaries. (ia) Each of PNU The Company and each of its Subsidiaries (as defined in Section 8.11) is a corporation or other Person duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization, has the requisite power and authority to own, lease and operate its assets and properties and to carry on its business as now being conducted, except where the failure to be so organized, existing . The Company and in good standing or to have such power and authority would not reasonably be expected to have a Material Adverse Effect on PNU, and each of its Subsidiaries is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary necessary, other than in such jurisdictions where the failure so to qualify or to be in good standing has not had and would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect on PNUthe Company. The copies of the certificate of incorporation and by-laws bylaws of PNU which the Company and of its Subsidiaries that were previously furnished or made available to Monsanto Parent are true, complete and correct copies of such documents as in effect on the date of this AgreementAgreement and have not been amended since the date hereof, and neither the Company nor any of its Subsidiaries is in violation of any of their respective organizational documents. (iib) Exhibit 21 to PNU's Annual Report on Form 10-K for the year ended December 31, 1998 includes all the Subsidiaries of PNU which as of the date of this Agreement are Significant Subsidiaries (as defined in Rule 1-02 of Regulation S-X of the SEC). All the outstanding shares of capital stock of, or other equity interests in, each such Significant Subsidiary of the Company’s Subsidiaries have been duly authorized and validly issued and are fully paid and nonassessable non-assessable, are not subject to and were not issued in violation of any preemptive rights, and are owned directly or indirectly by PNUthe Company, free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively "Liens") Liens and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests). Except Schedule 3.1(b) of the Company Disclosure Letter lists all of the Subsidiaries of the Company and, for each such Subsidiary, the jurisdiction of its incorporation or organization and its directors and officers as set forth in of the PNU SEC Reports (as defined in Section 3.1(d)), neither PNU date of this Agreement. Neither the Company nor any of its Subsidiaries directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any corporation, partnership, joint venture or other business association or entity (other than Subsidiaries)entity. The Company does not own, directly or indirectly, any voting interest in any Person that is or would reasonably be expected to be material to PNU and its Subsidiaries taken create a filing obligation by Parent under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as a wholeamended.

Organization, Standing and Power; Subsidiaries. (i) Each of PNU W▇▇▇▇▇-▇▇▇▇▇▇▇ and each of its Subsidiaries (as defined in Section 8.11) is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority would not reasonably be expected to have a Material Adverse Effect (as defined in Section 8.11) on PNUW▇▇▇▇▇-▇▇▇▇▇▇▇, and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary other than in such jurisdictions where the failure so to qualify or to be in good standing would not reasonably be expected to have a Material Adverse Effect on PNUW▇▇▇▇▇- ▇▇▇▇▇▇▇. The copies of the certificate of incorporation and by-laws of PNU W▇▇▇▇▇-▇▇▇▇▇▇▇ which were previously furnished or made available to Monsanto Agouron are true, complete and correct copies of such documents as in effect on the date of this Agreement. (ii) Exhibit 21 to PNU's W▇▇▇▇▇-▇▇▇▇▇▇▇'▇ Annual Report on Form 10-K for the year ended December 31, 1998 1997 includes all the Subsidiaries of PNU W▇▇▇▇▇-▇▇▇▇▇▇▇ which as of the date of this Agreement are Significant Subsidiaries (as defined in Rule 1-02 of Regulation S-X of the SEC). All the outstanding shares of capital stock of, or other equity interests in, in each such Significant Subsidiary have been validly issued and are fully paid and nonassessable and are owned directly or indirectly by PNUW▇▇▇▇▇-▇▇▇▇▇▇▇, free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively "Liens") and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests)) other than Liens or restrictions that do not have a Material Adverse Effect on W▇▇▇▇▇-▇▇▇▇▇▇▇. Except as set forth in the PNU W▇▇▇▇▇-▇▇▇▇▇▇▇ SEC Reports (as defined in Section 3.1(d)), as of the date of this Agreement, neither PNU W▇▇▇▇▇-▇▇▇▇▇▇▇ nor any of its Subsidiaries directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any corporation, partnership, joint venture or other business association or entity (other than Subsidiaries), that is or would reasonably be expected to be material to PNU W▇▇▇▇▇-▇▇▇▇▇▇▇ and its Subsidiaries taken as a whole.

Organization, Standing and Power; Subsidiaries. (ia) Each member of PNU the Seller Group and the Additional Seller Group Company is (or, in the case of each New JV Subsidiary, as of its Subsidiaries (as defined in Section 8.11the JV Closing Date will be) is a corporation legal entity duly organized, validly existing and in good standing (to the extent such concept is recognized under Applicable Laws) under the laws of its respective jurisdiction of incorporation organization and has (or, in the case of each New JV Subsidiary, as of the JV Closing Date will have) all requisite corporate or organization, has the requisite similar power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted(or, in the case of each New JV Subsidiary, as its business as of the JV Closing Date will be) conducted and is (or, in the case of each New JV Subsidiary, as of the JV Closing Date will be) duly qualified to do business and is (or, in the case of each New JV Subsidiary, as of the JV Closing Date will be) in good standing as a foreign corporation or other legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, existing and qualified or in good standing standing, or to have such power and authority or authority, would not reasonably be expected to have a Seller Material Adverse Effect on PNUEffect. Seller has delivered (or, in the case of each New JV Subsidiary, will have delivered as of the JV Closing Date) to Purchaser a true and correct copy of the Organizational Documents of each JV Subsidiary, each as amended to date, and each as so delivered is duly qualified in full force and effect. No Seller Group member or the Additional Seller Group Company is (and no New JV Subsidiary, as of the JV Closing Date, will be) in good standing violation of any of the provisions of its Organizational Documents. Section 3.1(a) of the Seller Disclosure Schedule sets forth all jurisdictions in which each JV Subsidiary is, or has been (or, in the case of each New JV Subsidiary, as of the JV Closing Date will be), required to be qualified, authorized, registered or licensed to do business as a foreign corporation or other legal entity. References in each jurisdiction in this Section 3.1(a) to the “Seller Group” do not include JV Holding Singapore, which the nature of its business or the ownership or leasing of its properties makes such qualification necessary other than in such jurisdictions where the failure so to qualify or to be in good standing would not reasonably be expected to have a Material Adverse Effect on PNU. The copies of the certificate of incorporation and by-laws of PNU which were previously furnished or made available to Monsanto are true, complete and correct copies of such documents as in effect on the date of this Agreementis covered by Section 3.5. (iib) Exhibit 21 to PNU's Annual Report on Form 10-K for Section 3.1(b) of the year ended December 31Seller Disclosure Schedule sets forth (or, 1998 includes all in the Subsidiaries case of PNU which each New JV Subsidiary, as of the date JV Closing Date will set forth) (i) the name and jurisdiction of this Agreement are Significant Subsidiaries incorporation or organization of each JV Subsidiary, (as defined in Rule 1-02 ii) the authorized and outstanding capital stock or other ownership interests of Regulation S-X each JV Subsidiary, and (iii) the holder of record and beneficial owner of all of the SEC)outstanding shares or other ownership interests of each JV Subsidiary. All of the issued and outstanding shares of capital stock of, or other equity ownership interests in, of each such Significant JV Subsidiary have been (or, in the case of each New JV Subsidiary, as of the JV Closing Date will be) duly authorized, and are (or, in the case of each New JV Subsidiary, as of the JV Closing Date will be) validly issued and are fully paid and nonassessable and are owned directly not (or, in the case of each New JV Subsidiary, as of the JV Closing Date will not be) subject to any preemptive or indirectly by PNUsimilar rights. There are no (or, in the case of each New JV Subsidiary, as of the JV Closing Date there will be no) authorized or outstanding shares of capital stock or other ownership interests of any JV Subsidiary, or securities convertible into or exchangeable for such shares or ownership interests, and no options, warrants, rights, agreements or commitments to which any JV Subsidiary is a party or which are binding upon such JV Subsidiary providing for the issuance or redemption of any shares of such JV Subsidiary’s capital stock or other ownership interests, or securities convertible into or exchangeable for such shares or ownership interests. No JV Subsidiary has (or, in the case of each New JV Subsidiary, as of the JV Closing Date it will not have ) any direct or indirect equity ownership interest in any Person, joint venture or other entity. After giving effect to the Restructuring and the JV Closing, JV Holding Singapore will hold good and marketable title to all outstanding equity interests in the JV Subsidiaries, free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively "Liens") and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests). Except as set forth in the PNU SEC Reports (as defined in Section 3.1(d)), neither PNU nor any of its Subsidiaries directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any corporation, partnership, joint venture or other business association or entity Encumbrances (other than Subsidiariesrestrictions under applicable securities laws), and with no other restrictions on the voting rights or other incidents of record and beneficial ownership of such equity interests, and with respect to German Newco, JV Holding Singapore will be the direct sole and unrestricted (other than restrictions under applicable securities laws) legal and beneficial owner of all equity interests in German Newco. Other than this Agreement, the JV Agreement and the JV Articles, and as contemplated by the Restructuring, there are no agreements to which either Seller or any Affiliate of Seller is a party or is bound with respect to the voting (including voting trusts or proxies) or transfers of any equity interests in the JV Subsidiaries. (c) Section 3.1(c) of the Seller Disclosures Schedule sets forth a complete list of all Affiliates of Seller that is conduct the Business or would reasonably be expected to be material to PNU and its Subsidiaries taken as a wholehold any of the Acquired Assets.

Organization, Standing and Power; Subsidiaries. (i) Each of PNU ZiaSun and each of its Subsidiaries (as defined in Section 8.119.11(j)) is a corporation or other organization duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the all requisite power and authority to own, lease lease, use and operate its assets and properties and to carry on its business as now being conducted, except where the failure to be so organized, existing and in good standing standing, individually or to have such power and authority in the aggregate, would not reasonably be expected to have a Material Adverse Effect on PNU, ZiaSun. ZiaSun and each of the Subsidiaries is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary other than in such jurisdictions where the failure so to qualify or to be in good standing standing, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on PNUZiaSun. The copies of the certificate of incorporation and by-laws bylaws of PNU which were previously furnished ZiaSun and each of its Subsidiaries in, or made available to Monsanto incorporated by reference in, the ZiaSun SEC Reports are true, complete and correct copies of such documents as in effect on the date of this Agreement. A list of the respective jurisdictions of organization of ZiaSun and each of its Subsidiaries, and the respective jurisdictions where ZiaSun and each of its Subsidiaries is qualified or licensed as a foreign corporation to do business, are disclosed in Section 4.2(a) of the ZiaSun Disclosure Schedule. (ii) Exhibit 21 to PNUZiaSun's Annual Report on Form 10-K for the fiscal year ended December 31, 1998 2000 includes all the Subsidiaries of PNU ZiaSun which as of the date of this Agreement are Significant Subsidiaries (as defined in Rule 1-02 of Regulation S-X of the SEC). All the outstanding shares of capital stock of, or other equity interests in, each such Significant Subsidiary have been are duly authorized, validly issued and are issued, fully paid and nonassessable and are are, except as set forth in such Exhibit 21, owned directly or indirectly by PNUZiaSun, free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively "Liens") Liens and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests), except for restrictions imposed by applicable securities laws. Except as set forth in the PNU SEC Reports (as defined disclosed in Section 3.1(d))4.2(a) of the ZiaSun Disclosure Schedule, as of the date of this Agreement, neither PNU ZiaSun nor any of its Subsidiaries directly or indirectly owns 5% or more of any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any corporation, partnership, joint venture or other business association or entity (other than Subsidiaries), ) that is or would reasonably be expected to be material to PNU ZiaSun and its Subsidiaries taken as a whole.

Organization, Standing and Power; Subsidiaries. (i) Each of PNU ShowCase and each of its Subsidiaries (as defined in Section 8.11) is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure failures to be so organized, existing and in good standing or to have such power and authority authority, in the aggregate, would not reasonably be expected to have a Material Adverse Effect on PNUShowCase, and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary other than in such jurisdictions where the failure failures so to qualify or to be in good standing in the aggregate would not reasonably be expected to have a Material Adverse Effect on PNUShowCase. The copies of the certificate articles of incorporation and by-laws bylaws of PNU ShowCase which were previously furnished or made available to Monsanto SPSS are true, complete and correct copies of such documents as in effect on the date of this Agreement. (ii) Exhibit 21 21.1 to PNUShowCase's Annual Report on Form 10-K for the year ended December March 31, 1998 2000 includes all the Subsidiaries of PNU ShowCase which as of the date of this Agreement are Significant Subsidiaries (as defined in Rule 1-02 of Regulation S-X of the SEC). All the outstanding shares of capital stock of, or other equity interests in, each such Significant Subsidiary have been validly issued and are fully paid and nonassessable and are are, except as set forth in Exhibit 21.1, owned directly or indirectly by PNUShowCase, free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively "Liens") Liens and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests), except for restrictions imposed by applicable securities laws. Except as set forth in the PNU ShowCase SEC Reports (as defined in Section 3.1(d3.2(d))) filed prior to the date hereof, neither PNU ShowCase nor any of its Subsidiaries directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any corporation, partnership, joint venture or other business association or entity (other than Subsidiaries), that is or would reasonably be expected to be material to PNU ShowCase and its Subsidiaries taken as a whole.

Organization, Standing and Power; Subsidiaries. (i) Each of PNU ACCO and each of its Subsidiaries (as defined in Section 8.11) is a corporation or other organization duly organized, validly existing and in good standing (where applicable) under the laws of its jurisdiction of incorporation or organization, has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conductedconducted and as it will be conducted through the Effective Time, except where the failure to be so organized, existing and in good standing or to have such power and authority authority, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on PNUACCO, and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary necessary, other than in such jurisdictions where the failure so to qualify or to be in good standing standing, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on PNUACCO. The copies of the certificate of incorporation and by-laws of PNU ACCO which were previously furnished or made available to Monsanto GBC are true, complete and correct copies of such documents as in effect on the date of this Agreement. (ii) Exhibit 21 Acquisition Sub is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. Acquisition Sub is a direct wholly-owned subsidiary of ACCO. The copies of the certificate of incorporation and by-laws of Acquisition Sub which were previously furnished or made available to PNU's Annual Report GBC are true, complete and correct copies of such documents as in effect on Form 10-K for the year ended December 31, 1998 includes all date of this Agreement. (iii) Section 5.3(a)(iii) of the ACCO Disclosure Schedule sets forth a list of the Subsidiaries of PNU ACCO which as of the date of this Agreement are would be Significant Subsidiaries of ACCO (as defined in Rule 1-02 of Regulation S-X of the SEC) if the Distribution had occurred immediately prior to the date hereof (the “ACCO Significant Subsidiaries”). All the outstanding shares of capital stock of, or other equity interests in, each such ACCO Significant Subsidiary have been validly issued and are fully paid and nonassessable and are owned directly or indirectly by PNUACCO, free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively "Liens") material Liens and free of any other material restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership equity interests, but excluding restrictions under the Securities Act). Except as set forth in the PNU SEC Reports (as defined in Section 3.1(d)), neither PNU nor None of ACCO or any of its Subsidiaries directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable forfor any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity (other than Subsidiaries), Subsidiaries of ACCO) that is or would reasonably be expected to be material to PNU ACCO and its Subsidiaries taken as a whole.

Organization, Standing and Power; Subsidiaries. (i) Each of PNU OSI and each of its Subsidiaries (as defined in Section 8.11) is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure failures to be so organized, existing and in good standing or to have such power and authority authority, in the aggregate, would not reasonably be expected to have a Material Adverse Effect on PNUOSI, and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary other than in such jurisdictions where the failure failures so to qualify or to be in good standing standing, in the aggregate, would not reasonably be expected to have a Material Adverse Effect on PNUOSI. The copies of the certificate of incorporation and by-laws Bylaws of PNU OSI, which were previously furnished or made available to Monsanto WJ, are true, complete and correct copies of such documents as in effect on the date of this Agreement. (ii) Exhibit 21 to PNU's Annual Report on Form 10-K for Section 3.2(a)(ii) of the year ended December 31, 1998 includes OSI Disclosure Schedule sets forth all the Subsidiaries of PNU which OSI which, as of the date of this Agreement Agreement, are Significant Subsidiaries (as defined in Rule 1-02 of Regulation S-X of the SEC). All the outstanding shares of capital stock of, or other equity interests in, each such Significant Subsidiary have been validly issued and are fully paid and nonassessable and are are, except as set forth on the OSI Disclosure Schedule, owned directly or indirectly by PNUOSI, free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively "Liens") Liens and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests), except for restrictions imposed by applicable securities laws. Except as set forth in the PNU OSI SEC Reports (as defined in Section 3.1(d3.2 (d))) filed prior to the date hereof, as of the date of this Agreement, neither PNU OSI nor any of its Subsidiaries directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any corporation, partnership, joint venture or other business association or entity (other than Subsidiaries), that is or would reasonably be expected to be material to PNU OSI and its Subsidiaries taken as a whole.

Organization, Standing and Power; Subsidiaries. (i) Each of PNU Conexant and each Subsidiary of its Subsidiaries Conexant engaged in the Washington Business (as defined in Section 8.11the Distribution Agreement) is a corporation or other organization duly organized, validly existing and in good standing (where applicable) under the laws of its jurisdiction of incorporation or organization, except where the failure to be so organized, existing and in good standing, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Washington Business. Each of the Washington Companies (as defined in Section 10.11) has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conductedconducted and as it will be conducted through the Effective Time, except where the failure to be so organized, existing and in good standing or to have such power and authority authority, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on PNUthe Washington Business, and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary necessary, other than in such jurisdictions where the failure so to qualify or to be in good standing standing, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on PNUthe Washington Business. The copies of the certificate of incorporation and by-laws of PNU Conexant which were previously furnished or made available to Monsanto Alpha are true, complete and correct copies of such documents as in effect on the date of this Agreement. (ii) Exhibit 21 Washington is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. Washington is a direct wholly-owned subsidiary of Conexant. The copies of the certificate of incorporation and by-laws of Washington which were previously furnished or made available to PNU's Annual Report Alpha are true, complete and correct copies of such documents as in effect on Form 10-K for the year ended December 31, 1998 includes all date of this Agreement. (iii) Section 5.2(a)(iii) of the Subsidiaries Conexant Disclosure Schedule sets forth a list of PNU the Washington Companies which as of the date of this Agreement are would be Significant Subsidiaries of Washington (as defined in Rule 1-02 of Regulation S-X of the SEC) if the Distribution had occurred immediately prior to the date hereof (the "Washington Significant Subsidiaries"). All the outstanding shares of capital stock of, or other equity interests in, each such Washington Significant Subsidiary have been validly issued and are fully paid and nonassessable and are 23 P owned directly or indirectly by PNUConexant, free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively "Liens") material Liens and free of any other material restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership equity interests, but excluding restrictions under the Securities Act). Except as set forth in None of the PNU SEC Reports (as defined in Section 3.1(d)), neither PNU nor any of its Subsidiaries Washington Companies directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable forfor any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity (other than Subsidiaries), Subsidiaries of Conexant) that is or would reasonably be expected to be material to PNU and its Subsidiaries the Washington Business taken as a whole.

Organization, Standing and Power; Subsidiaries. (i1) Each of PNU STAR and each of its Subsidiaries (as defined in Section 8.11) is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority would not reasonably be expected to have a Material Adverse Effect on PNUSTAR, and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary necessary, other than in such jurisdictions where the failure to so to qualify or to be in good standing would not reasonably be expected to have a Material Adverse Effect on PNUSTAR. The copies of the certificate of incorporation and by-laws bylaws of PNU STAR which were previously furnished or made available to Monsanto WAXS are true, complete and correct copies of such documents as in effect on the date of this Agreement. (ii2) Exhibit 21 21.1 to PNUSTAR's Annual Report on Form 10-K for the year ended December 31, 1998 includes all the Subsidiaries of PNU STAR which as of the date of this Agreement are Significant Subsidiaries (as defined in Rule 1-02 of Regulation S-X of the SEC). All the outstanding shares of capital stock of, or other equity interests in, each such Significant Subsidiary have been validly issued and are fully paid and nonassessable and are owned directly or indirectly by PNUSTAR, free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively "Liens") Liens and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests). Except as set forth in the PNU SEC Reports (as defined in Section 3.1(d)), neither PNU Neither STAR nor any of its Subsidiaries directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable forfor any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity (other than Subsidiariesthe Subsidiaries of STAR), that is or would reasonably be expected to be material to PNU STAR and its Subsidiaries taken as a whole.

Organization, Standing and Power; Subsidiaries. (i) Each of PNU Agouron and each of its Subsidiaries (as defined in Section 8.11) is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority would not reasonably be expected to have a Material Adverse Effect on PNU, Agouron and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary other than in such jurisdictions where the failure so to qualify or to be in good standing would not reasonably be expected to have a Material Adverse Effect on PNUAgouron. The copies of the certificate of incorporation and by-laws of PNU Agouron which were previously furnished or made available to Monsanto W▇▇▇▇▇-▇▇▇▇▇▇▇ are true, complete and correct copies of such documents as in effect on the date of this Agreement. (ii) Exhibit 21 to PNUAgouron's Annual Report on Form 10-K for the year ended December 31June 30, 1998, as amended ("Agouron 10-K", together with Agouron's Form 10-Q for the quarterly period ended September 30, 1998 ("Agouron September 98 10Q"), the "Agouron Reports") includes all the Subsidiaries of PNU Agouron which as of the date of this Agreement are Significant Subsidiaries (as defined in Rule 1-02 of Regulation S-X of the SEC). All the outstanding shares of capital stock of, or other equity interests in, each such Significant Subsidiary have been validly issued and are fully paid and nonassessable and are owned directly or indirectly by PNUAgouron, free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively "Liens") Liens and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests). Except as set forth in the PNU SEC Reports (as defined in Section 3.1(d))Agouron Reports, neither PNU Agouron nor any of its Subsidiaries directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any corporation, partnership, joint venture or other business association or entity (other than Subsidiaries)entity, that is or would reasonably be expected to be material to PNU Agouron and its Subsidiaries taken as a whole.

Organization, Standing and Power; Subsidiaries. (i) Each of PNU GlobespanVirata and each of its Subsidiaries (as defined in Section 8.11) is a corporation or other organization duly organized, validly existing and in good standing (where applicable) under the laws of its jurisdiction of incorporation or organization, has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conductedconducted and as it will be conducted through the Effective Time, except where the failure to be so organized, existing and in good standing or to have such power and authority authority, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on PNUGlobespanVirata and its Subsidiaries, and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary necessary, other than in such jurisdictions where the failure so to qualify or to be in good standing standing, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on PNUGlobespanVirata and its Subsidiaries. The copies of the certificate of incorporation and by-laws of PNU GlobespanVirata which were previously furnished or made available to Monsanto Conexant are true, complete and correct copies of such documents as in effect on the date of this Agreement. (ii) Exhibit 21 to PNU's Annual Report on Form 10-K for Section 3.1(a)(ii) of the year ended December 31, 1998 includes GlobespanVirata Disclosure Schedule sets forth a list of all the Subsidiaries of PNU GlobespanVirata which as of the date of this Agreement are Significant Subsidiaries (as defined in Rule 1-02 of Regulation S-X of the Securities and Exchange Commission (the "SEC")). All the outstanding shares of capital stock of, or other equity interests in, each such Significant Subsidiary have been validly issued and are fully paid and nonassessable and are owned directly or indirectly by PNUGlobespanVirata, free and clear of all material pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively collectively, "Liens") and free of any other material restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership equity interests). Except as set forth in the PNU SEC Reports (as defined in Section 3.1(d)), neither PNU nor None of GlobespanVirata or any of its Subsidiaries directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable forfor any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity (other than Subsidiaries), ) that is or would reasonably be expected to be material to PNU GlobespanVirata and its Subsidiaries taken as a whole.

Organization, Standing and Power; Subsidiaries. (ia) Each of PNU and each of its Subsidiaries (as defined in Section 8.11) Acquiror is a corporation duly organized, validly existing and in good standing under the laws Laws of its jurisdiction the State of incorporation or organization, Delaware. ExchangeCo is a corporation duly organized and validly existing under the Laws of the Province of Alberta. Each of Acquiror and ExchangeCo has the all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority would not reasonably be expected to have a Material Adverse Effect on PNU, and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary necessary, other than in such other jurisdictions where the failure so to qualify or to and be in good such standing would not not, either individually or in the aggregate, reasonably be expected to have a an Acquiror Material Adverse Effect on PNUEffect. The Certificate of Incorporation and Bylaws of Acquiror, copies of the certificate of incorporation and by-laws of PNU which were previously furnished or made available provided to Monsanto the Company by Acquiror, are true, complete and correct copies of such documents as in effect on the date of this Agreement. . The Articles of Incorporation and Bylaws (iiin each case as may be amended from time to time) Exhibit 21 of ExchangeCo, copies of which have been provided to PNU's Annual Report the Company by Acquiror, are true, complete and correct copies of such documents as in effect on Form 10-K for the year ended December 31, 1998 includes all the Subsidiaries of PNU which as of the date of this Agreement are Significant Subsidiaries Agreement; provided, that such documents may be amended prior to the Effective Time in order to provide for the Exchangeable Shares and as otherwise may be necessary to consummate the transactions contemplated by this Agreement. (as defined in Rule 1-02 of Regulation S-X b) Section 4.1(b) of the SEC)Acquiror Disclosure Schedule sets forth a complete and correct list of each direct and indirect Subsidiary of Acquiror with its (i) place of organization, (ii) the type of entity, and (iii) the nature and percentage of outstanding interests held by Acquiror, or any Subsidiary of Acquiror, in such entity. Each Subsidiary of Acquiror is a corporation, limited liability company or partnership duly organized, validly existing and (where applicable) in good standing under the laws of its jurisdiction of formation, has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted, and is duly registered, licensed or otherwise qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties requires it to be so registered, licensed or otherwise qualified, other than in such jurisdictions where the failure to be so registered, licensed or otherwise qualified would not, either individually or in the aggregate, reasonably be expected to have an Acquiror Material Adverse Effect. (c) All of the outstanding shares of capital stock of, or other equity interests in, of each such Significant Subsidiary have been validly issued and of the Subsidiaries held by Acquiror or any of its Subsidiaries are fully paid and nonassessable and are owned directly by Acquiror or indirectly by PNUa Subsidiary of Acquiror, except as disclosed in Section 4.1(b) of the Acquiror Disclosure Schedule, free and clear of all pledgesany Lien, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively "Liens") and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests). Except as set forth in the PNU SEC Reports (as defined in Section 3.1(d)), neither PNU nor any of its Subsidiaries directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any corporation, partnership, joint venture or other business association or entity (other than Subsidiaries), that is or would reasonably be expected to be material to PNU and its Subsidiaries taken as a wholeLiens under the Acquiror Credit Facility.

Organization, Standing and Power; Subsidiaries. (i) Each of PNU WJ and each of its Subsidiaries (as defined in Section 8.11) is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure failures to be so organized, existing and in good standing or to have such power and authority authority, in the aggregate, would not reasonably be expected to have a Material Adverse Effect on PNUWJ, and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary other than in such jurisdictions where the failure failures so to qualify or to be in good standing standing, in the aggregate, would not reasonably be expected to have a Material Adverse Effect on PNUWJ. The copies of the certificate of incorporation and by-laws bylaws of PNU WJ, which were previously furnished or made available to Monsanto OSI, are true, complete and correct copies of such documents as in effect on the date of this Agreement. (ii) Exhibit 21 to PNU's Annual Report on Form 10-K for Section 3.1(a)(ii) of the year ended December 31, 1998 includes WJ Disclosure Schedule sets forth all the Subsidiaries of PNU which WJ which, as of the date of this Agreement Agreement, are Significant Subsidiaries (as defined in Rule 1-02 of Regulation S-X of the SEC)) . All the outstanding shares of capital stock of, or other equity interests in, each such Significant Subsidiary have been validly issued and are fully paid and nonassessable and are are, except as set forth on the WJ Disclosure Schedule, owned directly or indirectly by PNUWJ, free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively "Liens") and free of any other restriction (including any ----- restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests), except for restrictions imposed by applicable securities laws. Except as set forth in the PNU WJ SEC Reports (as defined in Section 3.1(d))) filed prior to the date hereof, as of the date of this Agreement, neither PNU WJ nor any of its Subsidiaries directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any corporation, partnership, joint venture or other business association or entity (other than Subsidiaries), that is or would reasonably be expected to be material to PNU WJ and its Subsidiaries taken as a whole.

Organization, Standing and Power; Subsidiaries. (i) Each of PNU and each of its Subsidiaries (as defined in Section 8.11) Z-D is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Each Subsidiary of Z-D is a corporation or other organization duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the requisite power and authority to own, lease and operate its properties and to carry on its business as is now being conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority authority, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on PNU, Z-D. Each of Z-D and its Subsidiaries is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary other than in such jurisdictions where the failure so to qualify or to be in good standing standing, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on PNU. Z-D. The copies of the certificate of incorporation and bybylaws of Z-laws of PNU D which were previously furnished or made available to Monsanto CNET are true, complete and correct copies of such documents as in effect on the date of this Agreement. (ii) Exhibit 21 to PNU's Annual Report on Form 10Section 3.2(a)(ii) of the Z-K for the year ended December 31, 1998 includes D Disclosure Schedule lists all the Subsidiaries of PNU which Z-D as of the date of this Agreement are Significant Subsidiaries (Agreement. Except as defined set forth in Rule 1-02 of Regulation S-X Schedule 3.2(a)(ii) of the SEC). All Z-D Disclosure Schedule, all the outstanding shares of capital stock of, or other equity interests in, each such Significant Subsidiary have been duly authorized, validly issued and are fully paid and nonassessable and are owned directly or indirectly by PNUZ-D, free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively "Liens") Liens and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests), except for restrictions imposed by applicable securities laws. Except Other than as set forth in the PNU SEC Reports (as defined in Section 3.1(d)on Schedule 3.2(a)(ii), as of the date of this Agreement, neither PNU Z-D nor any of its Subsidiaries directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any corporation, partnership, joint venture or other business association or entity (other than Subsidiaries), that is or would reasonably be expected to be material to PNU and its Subsidiaries taken as a whole.

Organization, Standing and Power; Subsidiaries. (i) Each of PNU Conexant and each Subsidiary of its Subsidiaries Conexant engaged in the Washington Business (as defined in Section 8.11the Distribution Agreement) is a corporation or other organization duly organized, validly existing and in good standing (where applicable) under the laws of its jurisdiction of incorporation or organization, except where the failure to be so organized, existing and in good standing, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Washington Business. Each of the Washington Companies (as defined in Section 10.11) has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conductedconducted and as it will be conducted through the Effective Time, except where the failure to be so organized, existing and in good standing or to have such power and authority authority, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on PNUthe Washington Business, and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary necessary, other than in such jurisdictions where the failure so to qualify or to be in good standing standing, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on PNUthe Washington Business. The copies of the certificate of incorporation and by-laws of PNU Conexant which were previously furnished or made available to Monsanto Alpha are true, complete and correct copies of such documents as in effect on the date of this Agreement. (ii) Exhibit 21 Washington is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. Washington is a direct wholly-owned subsidiary of Conexant. The copies of the certificate of incorporation and by-laws of Washington which were previously furnished or made available to PNU's Annual Report Alpha are true, complete and correct copies of such documents as in effect on Form 10-K for the year ended December 31, 1998 includes all date of this Agreement. (iii) Section 5.2(a)(iii) of the Subsidiaries Conexant Disclosure Schedule sets forth a list of PNU the Washington Companies which as of the date of this Agreement are would be Significant Subsidiaries of Washington (as defined in Rule 1-02 of Regulation S-X of the SEC) if the Distribution had occurred immediately prior to the date hereof (the "Washington Significant Subsidiaries"). All the outstanding shares of capital stock of, or other equity interests in, each such Washington Significant Subsidiary have been validly issued and are fully paid and nonassessable and are owned directly or indirectly by PNUConexant, free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively "Liens") material Liens and free of any other material restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership equity interests, but excluding restrictions under the Securities Act). Except as set forth in None of the PNU SEC Reports (as defined in Section 3.1(d)), neither PNU nor any of its Subsidiaries Washington Companies directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable forfor any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity (other than Subsidiaries), Subsidiaries of Conexant) that is or would reasonably be expected to be material to PNU and its Subsidiaries the Washington Business taken as a whole.

Organization, Standing and Power; Subsidiaries. (i) Each of PNU Alpha and each of its Subsidiaries (as defined in Section 8.11) is a corporation or other organization duly organized, validly existing and in good standing (where applicable) under the laws of its jurisdiction of incorporation or organization, has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conductedconducted and as it will be conducted through the Effective Time, except where the failure to be so organized, existing and in good standing or to have such power and authority authority, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on PNUAlpha and its Subsidiaries, and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary necessary, other than in such jurisdictions where the failure so to qualify or to be in good standing standing, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on PNUAlpha and its Subsidiaries. The copies of the certificate of incorporation and by-laws of PNU Alpha which were previously furnished or made available to Monsanto Conexant are true, complete and correct copies of such documents as in effect on the date of this Agreement. (ii) Exhibit 21 to PNUAlpha's Annual Report on Form 10-K for the year ended December 31April 1, 1998 2001 includes all the Subsidiaries of PNU Alpha which as of the date of this Agreement are Significant Subsidiaries of Alpha (as defined in Rule 1-02 of Regulation S-X of the Securities and Exchange Commission (the "SEC")). All the outstanding shares of capital stock of, or other equity interests in, each such Significant Subsidiary have been validly issued and are fully paid and nonassessable and are owned directly or indirectly by PNUAlpha, free and clear of all material pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively collectively, "Liens") and free of any other material restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership equity interests, but excluding restrictions under the Securities Act). Except as set forth in the PNU SEC Reports (as defined in Section 3.1(d)), neither PNU nor None of Alpha or any of its Subsidiaries directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable forfor any equity or similar interest in, any A-11 corporation, partnership, joint venture or other business association or entity (other than SubsidiariesSubsidiaries of Alpha), that is or would reasonably be expected to be material to PNU Alpha and its Subsidiaries taken as a whole.

Organization, Standing and Power; Subsidiaries. (i) Each of PNU CCA is a corporation and each of its Subsidiaries (as defined in Section 8.11) is a corporation or other organization duly organizedformed, validly existing and in good standing (where applicable) under the laws of its jurisdiction of incorporation or organization, has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conductedconducted and as it will be conducted through the Effective Time, except where the failure to be so organized, existing and in good standing or to have such power and authority authority, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on PNUCCA and its Subsidiaries, and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary necessary, other than in such jurisdictions where the failure so to qualify or to be in good standing standing, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on PNUCCA and its Subsidiaries. The copies of the certificate of incorporation and by-laws of PNU CCA which were previously furnished or made available to Monsanto StorCOMM are true, complete and correct copies of such documents as in effect on the date of this Agreement. (ii) Exhibit 21 to PNU's Annual Report on Form 10-K for Section 3.2(a)(ii) of the year ended December 31, 1998 includes CCA Disclosure Schedule sets forth a list of all the Subsidiaries of PNU CCA which as of the date of this Agreement are Significant Subsidiaries (as defined in Rule 1-02 of Regulation S-X of the SEC). All the outstanding shares of capital stock of, or other equity interests in, each such Significant Subsidiary have been validly issued and are fully paid and nonassessable and are owned directly or indirectly by PNUCCA, free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively "Liens") material Liens and free of any other material restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership equity interests). Except as set forth in the PNU SEC Reports (as defined in Section 3.1(d)), neither PNU nor None of CCA or any of its Subsidiaries directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable forfor any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity (other than Subsidiaries), ) that is or would reasonably be expected to be material to PNU CCA and its Subsidiaries taken as a whole.

Organization, Standing and Power; Subsidiaries. (ia) Each Parent is a public limited company duly organized and validly existing under the laws of PNU England and Wales and has the requisite corporate power and authority to own, lease and operate its assets and to carry on its business as it is now being conducted. According to the documents on the file of Parent in the custody of the Registrar of Companies for England and Wales (the "Registrar of Companies"), Parent has been in continuous and unbroken existence since the date of its incorporation; no action is currently being taken by the Registrar of Companies for striking Parent off the register and dissolving it as defunct and Parent is not in liquidation or subject to an administrative order and no receiver or manager of Parent's properties has been appointed. Copies of the memorandum and articles of association of Parent heretofore delivered to the Company are accurate and complete as of the date hereof. (b) The only subsidiaries of Parent are those listed in the Parent Disclosure Schedule (the "Parent Subsidiaries"). Parent is, directly or indirectly, the legal and beneficial owner of all of the issued shares of each of its Subsidiaries (the Parent Subsidiaries. There are no contracts, commitments, understandings or arrangements by which Parent or any Parent Subsidiary is bound to transfer shares or issue additional shares or other equity securities of a Parent Subsidiary or options, warrants or other rights to purchase such shares or other equity securities or securities convertible into or exchangeable for such shares or equity securities. All of the issued shares of each Parent Subsidiary are fully paid or credited as defined in Section 8.11) fully paid and are owned by Parent or a Parent Subsidiary free and clear of any claim, lien, encumbrance, restriction or agreement with respect thereto. Each Parent Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, and has the requisite corporate power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority would not reasonably be expected to have a Material Adverse Effect on PNU, and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary other than in such jurisdictions where the failure so to qualify or to be in good standing would not reasonably be expected to have a Material Adverse Effect on PNU. The copies Copies of the certificate memorandum and articles of incorporation association (or equivalent organizational documents) of each Parent Subsidiary, which have been heretofore delivered to the Company, are accurate and by-laws of PNU which were previously furnished or made available to Monsanto are true, complete and correct copies of such documents as in effect on the date of this Agreement. (ii) Exhibit 21 to PNU's Annual Report on Form 10-K for the year ended December 31, 1998 includes all the Subsidiaries of PNU which as of the date hereof. Parent and the Parent Subsidiaries are not, and have not agreed to become, the holder or owner of this Agreement are Significant Subsidiaries (as defined in Rule 1-02 of Regulation S-X of the SEC). All the outstanding shares of capital stock any shares, debentures or other securities of, or other equity interests any investment (whether equity, debt, loan or advance) in, each such Significant Subsidiary have been validly issued and are fully paid and nonassessable and are owned directly or indirectly by PNU, free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively "Liens") and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests). Except as set forth in the PNU SEC Reports (as defined in Section 3.1(d)), neither PNU nor any of its Subsidiaries directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any corporation, partnership, joint venture or other business association or entity (Person other than the Parent Subsidiaries), that is or would reasonably be expected to be material to PNU and its Subsidiaries taken as a whole.

Organization, Standing and Power; Subsidiaries. (i) Each of PNU GBC and each of its Subsidiaries (as defined in Section 8.11) is a corporation or other organization duly organized, validly existing and in good standing (where applicable) under the laws of its jurisdiction of incorporation or organization, has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conductedconducted and as it will be conducted through the Effective Time, except where the failure to be so organized, existing and in good standing or to have such power and authority authority, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on PNUGBC, and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary necessary, other than in such jurisdictions where the failure so to qualify or to be in good standing standing, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on PNUGBC. The copies of the certificate of incorporation and by-laws of PNU GBC which were previously furnished or made available to Monsanto Fortune and ACCO are true, complete and correct copies of such documents as in effect on the date of this Agreement. (ii) Exhibit 21 to PNU's Annual Report on Form 10-K for Section 5.1(a)(ii) of the year ended December 31, 1998 includes GBC Disclosure Schedule sets forth a list of all the Subsidiaries of PNU GBC which as of the date of this Agreement are Significant Subsidiaries of GBC (as defined in Rule 1-02 of Regulation S-X of the Securities and Exchange Commission (the “SEC”)). All the outstanding shares of capital stock of, or other equity interests in, each such Significant Subsidiary have been validly issued and are fully paid and nonassessable and are owned directly or indirectly by PNUGBC, free and clear of all material pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively "collectively, “Liens"”) and free of any other material restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership equity interests, but excluding restrictions under the Securities Act). Except as set forth in the PNU SEC Reports (as defined in Section 3.1(d)), neither PNU nor None of GBC or any of its Subsidiaries directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable forfor any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity (other than SubsidiariesSubsidiaries of GBC), that is or would reasonably be expected to be material to PNU GBC and its Subsidiaries taken as a whole.

Organization, Standing and Power; Subsidiaries. (i) Each of PNU Company and each of its Subsidiaries (as defined in Section 8.11) is a corporation or other Person duly organized, validly existing and in good standing under the laws Laws of its respective jurisdiction of incorporation or organization, has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to be so organized, existing . Each of Company and in good standing or to have such power and authority would not reasonably be expected to have a Material Adverse Effect on PNU, and each of its Subsidiaries is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary necessary, other than in such jurisdictions where the failure so to qualify or to be in good standing would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect on PNUCompany. The copies of the certificate of incorporation and by-laws bylaws of PNU Company and of its material Subsidiaries which were previously furnished or made available to Monsanto Purchaser are true, complete and correct copies of such documents as in effect on the date hereof. Company has made available to Purchaser correct and complete copies of this Agreementthe minutes of all meetings of (w) Company stockholders, (x) the Board of Directors of Company, (y) each committee of the Board of Directors of Company and (z) the Board of Directors of each of the Subsidiaries of Company held from January 1, 2009 to February 8, 2012. (ii) Exhibit 21 to PNU's Annual Report on Form 10-K for the year ended December 31, 1998 includes all the Subsidiaries of PNU which as of the date of this Agreement are Significant Subsidiaries (as defined in Rule 1-02 of Regulation S-X of the SEC). All the outstanding shares of capital stock of, or other equity interests in, each such Significant Subsidiary of its Subsidiaries have been validly issued and are fully paid and nonassessable and are owned directly or indirectly by PNUCompany, free and clear of all pledgesLiens (other than Permitted Liens and, claimsin the case of Subsidiaries that are immaterial to Company, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively "immaterial Liens") and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests). Except as set forth Section 3.2(a) of the Company Disclosure Schedule lists all of the Subsidiaries of Company, and for each such Subsidiary, the state of formation and each jurisdiction in the PNU SEC Reports (as defined in Section 3.1(d)), neither PNU which each such Subsidiary is qualified or licensed to do business. Neither Company nor any of its Subsidiaries directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any corporation, partnership, joint venture or other business association or entity (other than investments made in the ordinary course of business in the Company's or any of its Subsidiaries' investment portfolios), that is or would reasonably be expected to be material to PNU and its Subsidiaries taken as a whole.

Organization, Standing and Power; Subsidiaries. (i) Each of PNU BioChem and each of its Subsidiaries (as defined in Section 8.11) is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority authority, in the aggregate, would not reasonably be expected to have a Material Adverse Effect on PNU, BioChem. Each of BioChem and its Subsidiaries is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary other than in such jurisdictions where the failure failures so to qualify or to be in good standing in the aggregate would not reasonably be expected to have a Material Adverse Effect on PNUBioChem. The copies of the certificate articles of incorporation amalgamation and by-laws bylaws of PNU BioChem, which were previously furnished or made available to Monsanto Shire, are true, complete and correct copies of such documents as in effect on the date of this Agreement. (ii) Exhibit 21 to PNU's Annual Report on Form 10-K for Section 3.2(a)(ii) of the year ended December 31, 1998 includes BioChem Disclosure Schedule sets forth all of the Subsidiaries of PNU which BioChem as of the date of this Agreement are Significant Subsidiaries (as defined in Rule 1-02 of Regulation S-X of the SEC)Agreement. All the outstanding shares of capital stock of, or other equity interests in, each such Significant Subsidiary have been validly issued and are fully paid and nonassessable non-assessable and are are, except as set forth on the BioChem Disclosure Schedule, owned directly or indirectly by PNUBioChem, free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively "Liens") Liens and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests), except for restrictions imposed by applicable securities laws or contained in the articles of such companies. Except as set forth in Publicly Disclosed by BioChem prior to the PNU SEC Reports (as defined in Section 3.1(d))date of this Agreement, neither PNU BioChem nor any of its Subsidiaries directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable forfor any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity (other than Subsidiaries), that is or would reasonably be expected to be material to PNU BioChem and its Subsidiaries taken as a whole.

Organization, Standing and Power; Subsidiaries. (i1) Each of PNU and each of WAXS, its Subsidiaries (as defined in Section 8.118.12) and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority would not reasonably be expected to have a Material Adverse Effect on PNUWAXS, and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary other than in such jurisdictions where the failure to so to qualify or to be in good standing would not reasonably be expected to have a Material Adverse Effect on PNUWAXS. The copies of the certificate of incorporation and by-laws bylaws of PNU WAXS and Merger Sub which were previously furnished or made available to Monsanto STAR are true, complete and correct copies of such documents as in effect on the date of this Agreement. (ii2) Exhibit 21 21.1 to PNUWAXS's Annual Report on Form 10-K for the year ended December 31, 1998 includes all the Subsidiaries of PNU WAXS which as of the date of this Agreement are Significant Subsidiaries (as defined in Rule 1-02 of Regulation S-X of the SEC). All the outstanding shares of capital stock of, or other equity interests in, each such Significant Subsidiary have been validly issued and are fully paid and nonassessable and are owned directly or indirectly by PNUWAXS, free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively "LiensLIENS") and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests). Except as set forth in the PNU SEC Reports (as defined in Section 3.1(d)), neither PNU Neither WAXS nor any of its Subsidiaries directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable forfor any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity (other than Subsidiaries), the Subsidiaries of WAXS) that is or would reasonably be expected to be material to PNU WAXS and its Subsidiaries taken as a whole.

Organization, Standing and Power; Subsidiaries. (i) CNET is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Each of PNU and each of its Subsidiaries Subsidiary (as defined in Section 8.118.12) of CNET, including Merger Sub, is a corporation or other organization duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority authority, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect (as defined in Section 8.12) on PNU, CNET or Merger Sub. CNET and each Subsidiary of CNET is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary other than in such jurisdictions where the failure so to qualify or to be in good standing standing, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on PNUCNET or Merger Sub. The copies of the certificate of incorporation and by-laws bylaws of PNU which CNET and Merger Sub that were previously furnished or made available to Monsanto Z-D are true, complete and correct copies of such documents as in effect on the date of this Agreement. (ii) Exhibit 21 to PNUCNET's Annual Report on Form 10-K for the fiscal year ended December 31, 1998 1999 includes all the Subsidiaries of PNU CNET which as of the date of this Agreement are Significant Subsidiaries (as defined in Rule 1-02 of Regulation S-X of the Securities and Exchange Commission (the "SEC")). All the outstanding shares of capital stock of, or other equity interests in, each such Significant Subsidiary have been duly authorized, validly issued and are fully paid and nonassessable and are are, except as set forth in such Form 10-K, owned directly or indirectly by PNUCNET, free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively "Liens") and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests). Except as set forth in the PNU SEC Reports (as defined in Section 3.1(d)), neither PNU nor any of its Subsidiaries directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any corporation, partnership, joint venture or other business association or entity (other than Subsidiaries), that is or would reasonably be expected to be material to PNU and its Subsidiaries taken as a wholeexcept for restrictions imposed by applicable securities laws.

Organization, Standing and Power; Subsidiaries. (i) Each of PNU ShowCase and each of its Subsidiaries (as defined in Section 8.11) is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure failures to be so organized, existing and in good standing or to have such power and authority authority, in the aggregate, would not reasonably be expected to have a Material Adverse Effect on PNUShowCase, and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary other than in such jurisdictions where the failure failures so to qualify or to be in good standing in the aggregate would not reasonably be expected to have a Material Adverse Effect on PNUShowCase. The copies of the certificate articles of incorporation and by-laws bylaws of PNU ShowCase which were previously furnished or made available to Monsanto SPSS are true, complete and correct copies of such documents as in effect on the date of this Agreement. (ii) Exhibit 21 21.1 to PNUShowCase's Annual Report on Form 10-K for the year ended December March 31, 1998 2000 includes all the Subsidiaries of PNU ShowCase which as of the date of this Agreement are Significant Subsidiaries (as defined in Rule 1-1- 02 of Regulation S-X of the SEC). All the outstanding shares of capital stock of, or other equity interests in, each such Significant Subsidiary have been validly issued and are fully paid and nonassessable and are are, except as set forth in Exhibit 21.1, owned directly or indirectly by PNUShowCase, free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively "Liens") Liens and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests), except for restrictions imposed by applicable securities laws. Except as set forth in the PNU ShowCase SEC Reports (as defined in Section 3.1(d3.2(d))) filed prior to the date hereof, neither PNU ShowCase nor any of its Subsidiaries directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any corporation, partnership, joint venture or other business association or entity (other than Subsidiaries), that is or would reasonably be expected to be material to PNU ShowCase and its Subsidiaries taken as a whole.

Organization, Standing and Power; Subsidiaries. (ia) Each of PNU and each of its Subsidiaries (as defined in Section 8.11) The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, Delaware. The Company has the requisite corporate power and authority to own, lease and operate own its properties and to carry on conduct its business as now being conducted, except conducted and is duly qualified to do business and is in good standing in each jurisdiction where the failure to be so organized, existing qualified and in good standing standing, individually or to have in the aggregate with any such power and authority other failures, would not reasonably be expected to have a Material Adverse Effect on PNUthe Company. Each Subsidiary is a corporation or other business entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each Subsidiary has the corporate or similar power to own its properties and to conduct its business as now being conducted and as currently proposed by it to be conducted and is duly qualified to do business and is in good standing in each jurisdiction where the failure to be so qualified and in good standing to do business standing, individually or in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary other than in such jurisdictions where the failure so to qualify or to be in good standing aggregate, would not reasonably be expected to have a Material Adverse Effect on PNUthe Company. The copies of the certificate of incorporation and by-laws of PNU which were previously furnished Company has delivered or made available to Monsanto are Parent a true, correct and complete copy of the Certificate of Incorporation and correct copies Bylaws or other equivalent organizational documents, as applicable, of such documents the Company and each Subsidiary, in each case as amended to date. Neither the Company nor any Subsidiary is in effect on violation of any of the date provisions of this Agreementits Certificate of Incorporation or Bylaws or equivalent organizational documents. (iib) Exhibit 21 Schedule 2.1(b) to PNU's Annual Report on Form 10-K for the year ended December 31, 1998 includes all the Subsidiaries of PNU which as Company Disclosure Letter identifies each Subsidiary of the date of this Agreement are Significant Subsidiaries (as defined in Rule 1-02 of Regulation S-X Company. All of the SEC). All the issued and outstanding shares of capital stock ofof each Subsidiary are duly authorized, or other equity interests invalidly issued, each such Significant Subsidiary have been validly issued and are fully paid and nonassessable and nonassessable, are owned directly or indirectly by PNU, the Company free and clear of all pledgesEncumbrances, claimsand are not subject to any preemptive right or right of first refusal created by statute, liensthe Certificate of Incorporation and Bylaws or other equivalent organizational documents, chargesas applicable, encumbrances and security interests of such Subsidiary or any Contract to which the Company or such Subsidiary is a party or by which it is bound. There are no outstanding subscriptions, options, warrants, “put” or “call” rights, exchangeable or convertible securities or other Contracts of any kind character relating to the issued or nature whatsoever (collectively "Liens") and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such unissued capital stock or other ownership interests)securities of any Subsidiary, or otherwise obligating the Company or any Subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire or sell any such securities. Except as set forth in Other than the PNU SEC Reports (as defined in Section 3.1(d))Subsidiaries, neither PNU nor any of its Subsidiaries the Company does not directly or indirectly owns own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any corporationequity or similar interest in, partnershipany Person. (c) The Company has provided, joint venture or other business association made available, to Parent or entity (other than Subsidiaries)its counsel true, that is or would reasonably be expected to be material to PNU correct and complete copies of the minute books containing records of all proceedings, consents, actions and meetings of the board of directors, committees of the board of directors and stockholders of the Company and each of its Subsidiaries taken as a wholesince December 31, 2001, the charters of all committees of the Company Board, and all codes of conduct, whistleblower policies, disclosure committee policy or similar policies adopted by the Company Board. The minute books of the Company and each Subsidiary provided or made available to Parent contain accurate summaries of all meetings of directors and stockholders or actions by written consent of the Company and the respective Subsidiaries through the date of this Agreement.

Organization, Standing and Power; Subsidiaries. (i) Each of PNU Purchaser and each of its Subsidiaries (as defined in Section 8.118.13(n)) is a corporation or other Person duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization, has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect (as defined in Section 8.13(i)) on PNUPurchaser, and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary necessary, other than in such jurisdictions where the failure so to qualify or to be in good standing would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect on PNUPurchaser. The copies of the certificate articles of incorporation and by-laws bylaws of PNU Purchaser and its material Subsidiaries which were previously furnished or made available to Monsanto Company are true, complete and correct copies of such documents as in effect on the date of this Agreement. (ii) Exhibit 21 to PNU's Annual Report on Form 10-K for the year ended December 31, 1998 includes all the Subsidiaries of PNU which Except as set forth in Section 3.1(a) of the date Purchaser Disclosure Schedule delivered by Purchaser to Company prior to the execution of this Agreement are Significant Subsidiaries (as defined in Rule 1-02 each section of Regulation S-X of which qualifies the SECcorrespondingly numbered representation and warranty or covenant to the extent specified therein and any other representation and warranty to which its relevance is reasonably apparent) (the “Purchaser Disclosure Schedule”). All , all the outstanding shares of capital stock of, or other equity interests in, each such Significant Subsidiary of its Subsidiaries have been validly issued and are fully paid and nonassessable and are owned directly or indirectly by PNUPurchaser, free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively "Liens") Liens and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests). Except as explicitly set forth in the PNU Purchaser SEC Reports (as defined in Section 3.1(d3.1(d)(i))) or in Section 3.1(a) of the Purchaser Disclosure Schedule, neither PNU Purchaser nor any of its Subsidiaries directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any corporation, partnership, joint venture or other business association or entity (other than Subsidiaries)entity, that is or would reasonably be expected to be material to PNU Purchaser and its Subsidiaries taken as a whole.

Organization, Standing and Power; Subsidiaries. (i) Each of PNU Parent and each of its Subsidiaries (as defined in Section 8.11) is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the requisite corporate (or similar) power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure failures to be so organized, existing and or in good standing or to have such power and authority authority, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect (as defined in Section 8.11) on PNUParent, and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary other than in such jurisdictions except where the failure failures so to qualify or to be in good standing standing, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on PNUParent. The copies of the certificate amended articles of incorporation and by-laws regulations of PNU Parent which were previously furnished or made available to Monsanto the Company are true, complete and correct copies of such documents as in effect on the date of this Agreement. (ii) Exhibit 21 to PNUParent's Annual Report on Form 10-K for the year ended December 31June 30, 1998 2004 includes all the Subsidiaries of PNU Parent which as of the date of this Agreement are thereof were Significant Subsidiaries (as defined in Rule 1-02 of Regulation S-X of the SEC). All the outstanding shares of capital stock of, or other equity interests in, each such Significant Subsidiary have been validly issued and are fully paid and nonassessable non-assessable and are are, except as set forth in Exhibit 21, owned directly or indirectly by PNUParent, free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively collectively, "Liens") and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests). Except as set forth in the PNU SEC Reports (as defined in Section 3.1(d)), neither PNU nor any of its Subsidiaries directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any corporation, partnership, joint venture or other business association or entity (other than Subsidiaries), that is or would reasonably be expected to be material to PNU and its Subsidiaries taken as a wholeexcept for restrictions imposed by applicable laws.

Organization, Standing and Power; Subsidiaries. (i) Each of PNU Company and each of its Subsidiaries (as defined in Section 8.11) is a corporation or other Person duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization, has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to be so organized, existing . Each of Company and in good standing or to have such power and authority would not reasonably be expected to have a Material Adverse Effect on PNU, and each of its Subsidiaries is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary necessary, other than in such jurisdictions where the failure so to qualify or to be in good standing would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect on PNUCompany. The copies of the certificate of incorporation and by-laws bylaws of PNU Company and of its material Subsidiaries which were previously furnished or made available to Monsanto Purchaser are true, complete and correct copies of such documents as in effect on the date of this Agreement. Company has made available to Purchaser correct and complete copies of the minutes of all meetings of (w) Company stockholders, (x) the Board of Directors of Company, (y) each committee of the Board of Directors of Company and (z) the Board of Directors of each of the Subsidiaries of Company held since January 1, 2001. (ii) Exhibit 21 to PNU's Annual Report on Form 10-K for the year ended December 31, 1998 includes all the Subsidiaries of PNU which Except as set forth in Section 3.2(a) of the date Company Disclosure Schedule delivered by Company to Purchaser prior to the execution of this Agreement are Significant Subsidiaries (as defined in Rule 1-02 each section of Regulation S-X of which qualifies the SECcorrespondingly numbered representation and warranty or covenant to the extent specified therein and any other representation and warranty to which its relevance is reasonably apparent) (the “Company Disclosure Schedule”). All , all the outstanding shares of capital stock of, or other equity interests in, each such Significant Subsidiary of its Subsidiaries have been validly issued and are fully paid and nonassessable and are owned directly or indirectly by PNUCompany, free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively "Liens") Liens and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests). Section 3.2(a) of the Company Disclosure Schedule lists all of the Subsidiaries of Company, and for each such Subsidiary, the state of formation and each jurisdiction in which each such Subsidiary is qualified or licensed to do business. Except as explicitly set forth in the PNU Company SEC Reports (as defined in Section 3.1(d3.2(d)(i))) or in Section 3.2(a) of the Company Disclosure Schedule, neither PNU Company nor any of its Subsidiaries directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any corporation, partnership, joint venture or other business association or entity (entity. The Company does not own, directly or indirectly, any voting interest in any Person that would create a filing obligation by Purchaser under the HSR Act, other than Subsidiaries), that is or would reasonably be expected to be material to PNU and its Subsidiaries taken as a wholethe filing required by Purchaser in connection with the Merger.

Organization, Standing and Power; Subsidiaries. (i) Each of PNU and each of its Subsidiaries (as defined in Section 8.11) BCNEPA is a nonprofit, non-stock corporation duly organized, validly existing incorporated and in good standing subsisting under the laws of its jurisdiction the Commonwealth of incorporation or organization, Pennsylvania and has the requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority would not reasonably be expected to have a Material Adverse Effect on PNU, and . BCNEPA is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary other than in such jurisdictions necessary, except where the failure so to qualify or to be in good standing so qualified would not reasonably be expected to have a Material Adverse Effect on PNUBCNEPA. Each Subsidiary of BCNEPA is a corporation or other Person duly incorporated or organized, as applicable, and in good standing or subsisting, as applicable, under the laws of its respective jurisdiction of incorporation or organization, and has the corporate or other organizational power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Each Subsidiary of BCNEPA is duly qualified to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary, except where the failure to be so qualified would not have a Material Adverse Effect on such Subsidiary. The copies of the certificate Organizational Documents of incorporation BCNEPA and by-laws of PNU its Subsidiaries, which were previously furnished or made available to Monsanto Highmark, are true, complete and correct copies of such documents as in effect on the date of this Agreement. (ii) Exhibit 21 C to PNU's Annual Report on Form 10-K for the year ended December 31, 1998 includes this Agreement sets forth a list of all the Subsidiaries of PNU BCNEPA, the type of entity that each such Subsidiary constitutes, and the state or other jurisdiction in which each such Subsidiary is incorporated or organized. Except as of set forth on the date of this Agreement are Significant Subsidiaries (as defined in Rule 1-02 of Regulation S-X of the SEC). All BCNEPA Disclosure Letter, all the outstanding shares of capital stock of, or other equity or membership interests in, each such Significant Subsidiary of BCNEPA’s Subsidiaries held by BCNEPA, directly or indirectly, have been validly issued and are fully paid and nonassessable and are owned directly or indirectly by PNUBCNEPA, free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively "Liens") and free of any Liens other restriction than Permitted Liens (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interestsinterests or any restriction on a change in control of such Subsidiary). Except as set forth in the PNU SEC Reports (as defined in Section 3.1(d)), neither PNU Neither BCNEPA nor any of its Subsidiaries directly or indirectly owns any equity equity, membership or similar ownership interest in, or any interest convertible into or exchangeable or exercisable for, any corporation, partnership, joint venture or other business association or entity entity, except as set forth on the BCNEPA Disclosure Letter. (other than Subsidiaries)iii) Except as set forth on the BCNEPA Disclosure Letter, that there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which BCNEPA or any of its Subsidiaries is a party or would reasonably be expected by which any of them is bound obligating BCNEPA or any of its Subsidiaries to issue, deliver or sell, or cause to be material to PNU and issued, delivered or sold, any shares of capital stock or other voting securities of BCNEPA or any of its Subsidiaries taken or obligating BCNEPA or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. Except as set forth on the BCNEPA Disclosure Letter, there are no outstanding obligations of BCNEPA or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of any of BCNEPA’s Subsidiaries. (iv) BCNEPA is authorized to conduct business as a wholenonprofit hospital plan corporation under 40 Pa.C.S. § 6101 et seq. (v) Except for the Foundation and as otherwise set forth on the BCNEPA Disclosure Letter, there are no foundations, trusts or other non-profit organizations with respect to which BCNEPA has the power to appoint one or more directors, managers, trustees or other members of the governing board thereof.

Organization, Standing and Power; Subsidiaries. (ia) Each of PNU The Company and each of its Subsidiaries (as defined in Section 8.11) is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the all requisite corporate (or similar) power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority would not reasonably be expected to have a Material Adverse Effect on PNU, conducted and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties or operation of its assets or properties or conduct of its business makes such qualification necessary other than in such jurisdictions necessary, except where the failure so to qualify or to be so qualified or in good standing would not reasonably be expected to have a Material Adverse Effect on PNUEffect. The Section 3.1(a) of the Seller Disclosure Schedule sets forth true, complete and correct copies of the certificate of incorporation and by-laws bylaws of PNU which were previously furnished the Company, a list of the Company’s Subsidiaries, a list of the holders of all the capital stock or made available to Monsanto are trueother equity interests of each of the Company’s Subsidiaries, complete and correct copies the charters, bylaws or comparable governing instruments of such documents as in effect on the date each of this Agreementits Subsidiaries. (iib) Exhibit 21 to PNU's Annual Report on Form 10-K for the year ended December 31, 1998 includes all the Subsidiaries All of PNU which as of the date of this Agreement are Significant Subsidiaries (as defined in Rule 1-02 of Regulation S-X of the SEC). All the outstanding shares of capital stock of, or other equity interests inof each of the Company’s Subsidiaries are duly authorized, each such Significant Subsidiary have been validly issued and are (in the case of capital stock), fully paid and nonassessable and are owned directly by the Company or indirectly by PNUa direct or indirect wholly owned Subsidiary of the Company, free and clear of all pledgesany lien, claimspledge, lienssecurity interest, charges, encumbrances and security interests of any kind or nature whatsoever (collectively "Liens") and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests)encumbrance. Other than those corporations or other entities listed in Section 3.1(b)(i) of the Seller Disclosure Schedule, the Company does not have any Subsidiaries. Section 3.1(b)(ii) of the Seller Disclosure Schedule lists the jurisdiction of organization of each of the Company’s Subsidiaries. Except as set forth in Section 3.1(b)(iii) of the PNU SEC Reports (as defined in Section 3.1(d))Seller Disclosure Schedule, neither PNU nor any each of the Company and each of its Subsidiaries directly holds all material licenses or indirectly owns any equity authorizations required or similar interest in, or any interest convertible into or exchangeable or exercisable for, any corporation, partnership, joint venture or other necessary to conduct its business association or entity (other than Subsidiaries), that is or would reasonably be expected to be material to PNU and its Subsidiaries taken as a whole.conducted as of the date hereof. 13

Organization, Standing and Power; Subsidiaries. (ia) Each of PNU the Company and each of its Subsidiaries listed in Schedule 2.1(a) to the Company Disclosure Letter (as defined in Section 8.11each, a “Scheduled Subsidiary”) is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation organization and has all requisite corporate or organization, has the requisite other similar power and authority to own, lease and operate own its properties and to carry on conduct its business as now being conducted, except where the failure conducted and as currently proposed by it to be so organized, existing and in good standing or conducted (without regard to have such power and authority would not reasonably be expected to have a Material Adverse Effect on PNU, the Merger) and is duly qualified to do business and is in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary necessary, other than in such jurisdictions where the failure so to qualify or to be so qualified and in good standing standing, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on PNUthe Company. The copies of the certificate of incorporation and by-laws of PNU which were previously furnished or Company has made available to Monsanto are Parent a true, correct and complete copy of the Articles of Incorporation and correct copies Bylaws or other equivalent organizational documents, as applicable, of such documents the Company and each Scheduled Subsidiary, in each case as amended and in effect on the date hereof. Neither the Company nor any Scheduled Subsidiary is in material violation of this Agreementany of the provisions of its Articles of Incorporation or Bylaws or equivalent organizational documents. (iib) Exhibit 21 to PNU's Annual Report on Form 10-K for the year ended December 31, 1998 includes all the Subsidiaries of PNU which as All of the date of this Agreement are Significant Subsidiaries (as defined in Rule 1-02 of Regulation S-X of the SEC). All the issued and outstanding shares of capital stock ofof each Scheduled Subsidiary are duly authorized, or other equity interests invalidly issued, each such Significant Subsidiary have been validly issued and are fully paid and nonassessable and nonassessable, are owned directly or indirectly by PNU, the Company free and clear of all pledges, claims, Encumbrances (other than liens, chargescharges and encumbrances for current taxes not yet due and payable), encumbrances and security interests are not subject to any preemptive right or right of first refusal created by statute, the articles of incorporation and bylaws or other equivalent organizational documents, as applicable, of such Subsidiary or any Contract to which the Company or any of its Subsidiaries is a party or by which it is bound. There are no outstanding subscriptions, options, warrants, “put” or “call” rights, exchangeable or convertible securities or other Contracts of any kind character relating to the issued or nature whatsoever (collectively "Liens") and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such unissued capital stock or other ownership interests). Except as set forth in securities of any such Subsidiary, or otherwise obligating the PNU SEC Reports (as defined in Section 3.1(d)), neither PNU nor Company or any of its Subsidiaries to issue, transfer, sell, purchase, redeem or otherwise acquire or sell any such securities. Schedule 2.1(b) to the Company Disclosure Letter sets forth a true, correct and complete list of each of the Subsidiaries of the Company. Other than the Subsidiaries of the Company listed on Schedule 2.1(b), the Company does not directly or indirectly owns own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any corporationequity or similar interest in, partnershipany Person. (c) The Company has made available to Parent or its counsel true, joint venture correct and complete copies of the minute books containing records of all consents, actions and meetings of the Company Board of directors, committees of the Company Board and shareholders of the Company since June 30, 2003 and the charters of all committees of the Company Board, all codes of conduct, whistleblower policies, disclosure committee policies or other business association or entity (other than Subsidiaries), that is or would reasonably be expected to be material to PNU and its Subsidiaries taken as a wholesimilar policies adopted by the Company Board.

Organization, Standing and Power; Subsidiaries. (ia) Each Parent is a corporation incorporated and validly existing under the laws of PNU Canada, has all requisite corporate power and each authority to own, lease and operate all of its Subsidiaries (properties and assets and to carry on its business as defined it is now being conducted, and is duly licensed or qualified to do business in Section 8.11) each jurisdiction in which the nature of its business or the ownership, operation or leasing of its properties or assets makes such licensing or qualification necessary, except in those jurisdictions where the failure to be so incorporated, existing, licensed or qualified or have such power or authority, individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect on Parent. Merger Co. is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction the State of incorporation or organizationDelaware, has the all requisite corporate or other power and authority to own, lease and operate all of its properties and assets and to carry on its business as it is now being conducted, and is duly licensed or qualified to do business and in good standing in each jurisdiction in which the nature of its business or the ownership, operation or leasing of its properties or assets makes such licensing or qualification necessary, except in those jurisdictions where the failure to be so organized, existing and existing, in good standing standing, licensed or to qualified or have such power and authority or authority, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on PNUParent. The letters patent and certificate of incorporation, respectively, and by-laws of each of Parent and Merger Co., copies of which were furnished to the Company, are true, complete and correct copies of such documents, except as such documents are permitted to be amended pursuant to Section 5.2(c) hereof. (b) Section 4.1(b) of the Parent Disclosure Schedule sets forth a complete and correct list of all of Parent's Subsidiaries as of the date hereof (other than inactive Subsidiaries with no material liabilities) and indicates, as to each such Subsidiary that is not, directly or indirectly, wholly-owned as of the date hereof, the authorized capital of such Subsidiary, the number and type of outstanding common shares or other equity securities of such Subsidiary, and as to each Subsidiary, any issued and outstanding options, warrants, stock appreciation rights, rights to subscribe to, calls, rights of first offer, rights of first refusal or commitments of any character whatsoever relating to, or securities or rights convertible into or exercisable or exchangeable for, common shares or other equity securities of such Subsidiary, and any contracts, commitments, instruments, understandings or arrangements by which such Subsidiary may be or become bound to issue additional common shares or other equity securities, or options, warrants or rights to purchase, acquire, subscribe to, calls on, or rights of first offer, rights of first refusal or commitments for, any common shares or other equity securities and the identity of the parties to any such agreements or arrangements. As of the date hereof, all of the outstanding common shares or other securities evidencing ownership of Parent's Subsidiaries have been duly authorized and validly issued and are, to the extent they are corporations organized under Laws of the U.S. or Canada, fully paid and non-assessable with no personal liability attaching to the ownership thereof, and except as set forth in Section 4.1(b) of the Parent Disclosure Schedule, such common shares or other securities that are owned by Parent or its Subsidiaries are owned by Parent or its Subsidiaries free and clear of any Lien with respect thereto except for (i) any buy or sell arrangements (x) applicable to Subsidiaries that are not Significant Subsidiaries and (y) that are not material to Parent and its Subsidiaries taken as a whole and (ii) provisions in partnership agreements and limited liability company agreements permitting third parties to remove Parent or its Subsidiary as a general partner or managing member. Each of Parent's Subsidiaries (A) is a duly organized or incorporated, as applicable, and validly existing corporation, partnership, limited liability company or other legal entity under the laws of its jurisdiction of organization, (B) has all requisite corporate or other entity power and authority to own, lease and operate all of its properties and assets and to carry on its business as it is now being conducted, and (C) is duly licensed or qualified to do business and in good standing to do business standing, if applicable, in each jurisdiction in which the nature of its business or the ownership or leasing of its properties or assets makes such licensing or qualification necessary necessary, other than in such each case in those jurisdictions where the failure so to qualify or to be so organized, incorporated, existing, licensed or qualified or failure to have such power, individually or in good standing the aggregate would not reasonably be expected to have a Material Adverse Effect on PNU. The copies of the certificate of incorporation and by-laws of PNU which were previously furnished or made available to Monsanto are true, complete and correct copies of such documents as in effect on the date of this AgreementParent. (iic) Exhibit 21 to PNU's Annual Report on Form 10-K for the year ended December 31, 1998 includes all the Subsidiaries of PNU which as As of the date of this Agreement are Significant Subsidiaries (as defined in Rule 1-02 of Regulation S-X of the SEC). All the outstanding shares of capital stock of, or other equity interests in, each such Significant Subsidiary have been validly issued and are fully paid and nonassessable and are owned directly or indirectly by PNU, free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively "Liens") and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests). Except as set forth in the PNU SEC Reports (as defined in Section 3.1(d))hereof, neither PNU Parent nor any of its Subsidiaries has any partnership or limited liability company investments that are not, directly or indirectly owns any equity indirectly, wholly-owned by Parent as of the date hereof, except for limited partnership interests in Investment Vehicles and passive investments made by Parent or its Subsidiaries in the ordinary course of business. Parent has provided or made available to the Company complete and accurate copies of all partnership or limited liability company or similar interest in, agreements relating to such entities to which Parent or any interest convertible into or exchangeable or exercisable for, any corporation, partnership, joint venture or other business association or entity (other than Subsidiaries), that Subsidiary of Parent is or would reasonably be expected to be material to PNU and its Subsidiaries taken as a wholeparty.

Organization, Standing and Power; Subsidiaries. (i) Each of PNU Anthem and each of its Subsidiaries (as defined in Section 8.11) is a corporation or other Person duly organized, validly existing and in good standing (as defined in Section 8.13) under the laws of its respective jurisdiction of incorporation or organization, has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect (as defined in Section 8.13) on PNUAnthem, and is duly qualified or licensed and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary or license necessary, other than in such jurisdictions where the failure so to qualify or to be so qualified, licensed or in good standing would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect on PNUAnthem. The copies of the certificate articles of incorporation and by-laws bylaws (or equivalent organizational documents) of PNU which Anthem and its material Subsidiaries that were previously furnished or made available to Monsanto Cigna are true, complete and correct copies of such documents as in effect on the date of this Agreement. (ii) Exhibit 21 to PNU's Annual Report on Form 10-K for the year ended December 31, 1998 includes all the Subsidiaries of PNU which as of the date of this Agreement are Significant Subsidiaries (as defined in Rule 1-02 of Regulation S-X of the SEC). All the outstanding shares of capital stock of, or other equity interests in, each such Significant Subsidiary of its Subsidiaries have been validly issued and are fully paid and nonassessable and are owned directly or indirectly by PNUAnthem, free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively "Liens") Liens and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests), except for restrictions imposed by applicable securities laws. Except as set forth in the PNU SEC Reports (as defined in Section 3.1(d)), neither PNU Neither Anthem nor any of its Subsidiaries directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any corporation, partnership, joint venture or other business association or entity (other than Subsidiaries), that is or would reasonably be expected to be material to PNU Anthem and its Subsidiaries Subsidiaries, taken as a whole. ( i i i ) Section 3.1(a)(iii) of the Anthem Disclosure Letter sets forth a true and complete list of each material Subsidiary of Anthem as of the date of this Agreement, its jurisdiction of incorporation or organization, and, if a regulated Subsidiary of Anthem, each jurisdiction where it is licensed by the state department of insurance, state department of health or other applicable foreign, federal or state agency.

Organization, Standing and Power; Subsidiaries. (i) Each of PNU Purchaser and each of its Subsidiaries (as defined in Section 8.118.13(n)) is a corporation or other Person duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization, has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect (as defined in Section 8.13(i)) on PNUPurchaser, and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary necessary, other than in such jurisdictions where the failure so to qualify or to be in good standing would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect on PNUPurchaser. The copies of the certificate articles of incorporation and by-laws bylaws of PNU Purchaser and its material Subsidiaries which were previously furnished or made available to Monsanto Company are true, complete and correct copies of such documents as in effect on the date of this Agreement. (ii) Exhibit 21 to PNU's Annual Report on Form 10-K for the year ended December 31, 1998 includes all the Subsidiaries of PNU which Except as set forth in Section 3.1(a) of the date Purchaser Disclosure Schedule delivered by Purchaser to Company prior to the execution of this Agreement are Significant Subsidiaries (as defined in Rule 1-02 each section of Regulation S-X of which qualifies the SECcorrespondingly numbered representation and warranty or covenant to the extent specified therein and any other representation and warranty to which its relevance is reasonably apparent) (the "Purchaser Disclosure Schedule"). All , all the outstanding shares of capital stock of, or other equity interests in, each such Significant Subsidiary of its Subsidiaries have been validly issued and are fully paid and nonassessable and are owned directly or indirectly by PNUPurchaser, free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively "Liens") Liens and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests). Except as explicitly set forth in the PNU Purchaser SEC Reports (as defined in Section 3.1(d3.1(d)(i))) or in Section 3.1(a) of the Purchaser Disclosure Schedule, neither PNU Purchaser nor any of its Subsidiaries directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any corporation, partnership, joint venture or other business association or entity (other than Subsidiaries)entity, that is or would reasonably be expected to be material to PNU Purchaser and its Subsidiaries taken as a whole.

Organization, Standing and Power; Subsidiaries. (i) Each of PNU StorCOMM is a corporation and each of its Subsidiaries (as defined in Section 8.11) is a corporation or other organization duly organized, validly existing and in good standing (where applicable) under the laws of its jurisdiction of incorporation or organization, has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conductedconducted and as it will be conducted through the Effective Time, except where the failure to be so organized, existing and in good standing or to have such power and authority authority, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on PNUStorCOMM and its Subsidiaries, and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary necessary, other than in such jurisdictions where the failure so to qualify or to be in good standing standing, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on PNUStorCOMM and its Subsidiaries. The copies of the certificate of incorporation and by-laws of PNU StorCOMM which were previously furnished or made available to Monsanto CCA are true, complete and correct copies of such documents as in effect on the date of this Agreement. (ii) Exhibit 21 to PNU's Annual Report on Form 10-K for Section 3.1(a)(ii) of the year ended December 31, 1998 includes StorCOMM Disclosure Schedule sets forth a list of all the Subsidiaries of PNU StorCOMM which as of the date of this Agreement are Significant Subsidiaries (as defined in Rule 1-02 of Regulation S-X of the Securities and Exchange Commission (the “SEC”)). All the outstanding shares of capital stock of, or other equity interests in, each such Significant Subsidiary have been validly issued and are fully paid and nonassessable and are owned directly or indirectly by PNUStorCOMM, free and clear of all material pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively "collectively, “Liens"”) and free of any other material restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership equity interests). Except as set forth in the PNU SEC Reports (as defined in Section 3.1(d)), neither PNU nor None of StorCOMM or any of its Subsidiaries directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable forfor any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity (other than Subsidiaries), ) that is or would reasonably be expected to be material to PNU StorCOMM and its Subsidiaries taken as a whole.

Organization, Standing and Power; Subsidiaries. (i) Each of PNU and each of its Subsidiaries (as defined in Section 8.11) ▇▇▇▇▇ is a corporation duly organizedincorporated, validly existing and in good standing under the laws of Delaware. Each of the Subsidiaries of ▇▇▇▇▇ is a corporation or other organization duly organized, validly existing and in good standing (where applicable) under the laws of its jurisdiction of incorporation or organization, and ▇▇▇▇▇ and each of its Subsidiaries has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conductedconducted and as it will be conducted through the Closing Date, except where the failure to be so organized, existing and in good standing or to have such power and authority authority, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on PNU▇▇▇▇▇, and each of ▇▇▇▇▇ and its Subsidiaries is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary necessary, other than in such jurisdictions where the failure to so to qualify or to be in good standing standing, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on PNU▇▇▇▇▇. The True, correct and complete copies of the certificate Certificate of incorporation Incorporation and byBy-laws of PNU which were previously furnished or made available to Monsanto are true, complete and correct copies of such documents as ▇▇▇▇▇ in effect on the date hereof are attached to Section 4.3(a)(i) of this Agreementthe ▇▇▇▇▇ Disclosure Schedule. (ii) Exhibit 21 to PNU's Annual Report on Form 10-K for Section 4.3(a)(ii) of the year ended December 31, 1998 includes ▇▇▇▇▇ Disclosure Schedule sets forth a list of all the Subsidiaries of PNU ▇▇▇▇▇ which as of the date of this Agreement are would be Significant Subsidiaries of ▇▇▇▇▇ (as defined in Rule 1-02 02(w) of Regulation S-X of the SEC) if the Share Distribution had occurred immediately prior to the date hereof (the “▇▇▇▇▇ Significant Subsidiaries”). All the outstanding shares of capital stock of, or other equity interests in, each such ▇▇▇▇▇ Significant Subsidiary have been validly issued and are fully paid and nonassessable and are owned directly or indirectly by PNU▇▇▇▇▇, free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively "Liens") material Liens and free of any other material restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership equity interests, but excluding restrictions under the Securities Act). Except as set forth in the PNU SEC Reports (as defined in Section 3.1(d)), neither PNU nor None of ▇▇▇▇▇ or any of its Subsidiaries directly or indirectly owns any equity or similar interest in, or any interest convertible into or exchangeable or exercisable forfor any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity (other than Subsidiaries), Subsidiaries of ▇▇▇▇▇) that is or would reasonably be expected to be material to PNU ▇▇▇▇▇ and its Subsidiaries taken as a whole.