Common use of Permits and Compliance Clause in Contracts

Permits and Compliance. (a) Each of Parent and its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity ("Permits") necessary for it to own, lease and operate its properties or ------- to carry on its business as it is now being conducted (the "Parent Permits"), -------------- except where the failure to have any of the Parent Permits would not, individually or in the aggregate, have a Material Adverse Effect on Parent, and, as of the date of this Agreement, no suspension or cancellation of any of the Parent Permits is pending or, to the Knowledge of Parent (as hereinafter defined), threatened, except where the suspension or cancellation of any of the Parent Permits would not, individually or in the aggregate, have a Material Adverse Effect on Parent; provided that no representation is being made by the -------- ---- Company in this sentence with respect to any investigational new drug application (an "IND") or new drug application (an "NDA") of Parent filed with --- --- the FDA (which are the subject of Section 2.13 hereof). None of Parent or any of its Subsidiaries is in violation of (A) its charter, by-laws or other organizational documents, (B) any applicable law, ordinance, administrative or governmental rule or regulation or (C) any order, decree or judgment of any Governmental Entity having jurisdiction over Parent or any of its Subsidiaries, except, in the case of clauses (B) and (C), for any violations that, individually or in the aggregate, would not have a Material Adverse Effect on Parent. (b) Schedule 2.8(b) of the Parent Disclosure Schedule contains a true and complete list of all written agreements (i) that would be required to be listed as exhibits to a registration statement of Parent on Form S-1 under the rules and regulations of the SEC if such registration statement were filed on the date of this Agreement, (ii) relating to indebtedness for money borrowed by Parent or any of its Subsidiaries, which, individually or in the aggregate, represent an amount greater than $1.0 million, excluding trade credit or payables arising in the ordinary course of business, (iii) creating any guarantee arrangement or other agreement to be liable for the obligations of a Person other than Parent or any of its wholly owned Subsidiaries, (iv) providing for payment or the receipt of payment or the sale of purchase or exchange of goods worth in excess of $20.0 million, (v) with any distributor or sales contractor for Parent's products, (vi) providing for any joint venture or partnership, (vii) with E.I. du Pont de Nemours and Company or The Dupont Merck Pharmaceutical Company or any of its Subsidiaries or (viii) containing any provision or covenant materially limiting the ability of Parent or its Subsidiaries or any of its or their Affiliates to sell any products of or to any other Person, engage in any line of business or compete with or to obtain products or services from any Person or materially limiting the ability of any Person to provide products or services to Parent or any of its Subsidiaries or Affiliates (collectively, the "Parent Material Contracts"). Parent has previously provided the Company with ------------------------- true and correct copies of each of the Parent Material Contracts, as in effect on the date of this Agreement. Except as disclosed in Schedule 2.8(b) of the Parent Disclosure Schedule, the execution and delivery of the Transaction Agreements do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of any benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Parent or any of its Subsidiaries under, any indenture, mortgage, loan agreement, note or other agreement or instrument for borrowed money, any guarantee of any agreement or instrument for borrowed money or any lease, contractual license or other contract, agreement or instrument to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries is bound or to which any of the properties, assets or operations of Parent or any of its Subsidiaries is subject, other than such conflicts, violations, breaches, defaults, rights or liens as would not, individually or in the aggregate, have a Material Adverse Effect on Parent. As used in this Agreement, "Knowledge of Parent" means the ------------------- actual knowledge of any of the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, General Counsel of Parent or Senior Vice President-Research and Development.

Permits and Compliance. (a) Each Except as disclosed in the Parent SEC Documents filed before the date hereof, each of Parent and its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, charters, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity ("Permits") necessary for it Parent or any of its Subsidiaries to own, lease and operate its properties or ------- to carry on its business as it is now being conducted (the "Parent Permits"), -------------- except where the failure to have any of the Parent Permits would not, individually or in the aggregate, have a Material Adverse Effect on Parent, and, . Except as of disclosed in the Parent SEC Documents filed before the date of this Agreementhereof, no suspension or cancellation of any of the neither Parent Permits is pending or, to the Knowledge of Parent (as hereinafter defined), threatened, except where the suspension or cancellation of any of the Parent Permits would not, individually or in the aggregate, have a Material Adverse Effect on Parent; provided that no representation is being made by the -------- ---- Company in this sentence with respect to any investigational new drug application (an "IND") or new drug application (an "NDA") of Parent filed with --- --- the FDA (which are the subject of Section 2.13 hereof). None of Parent or nor any of its Subsidiaries is in violation of (A) its charter, by-laws or other organizational documents, (B) any applicable law, ordinance, administrative or governmental rule or regulation or (C) any order, decree or judgment of any Governmental Entity having jurisdiction over Parent or any of its Subsidiaries, except, in the case of clauses (B) and (C), for any violations that, individually or in the aggregate, would not have a Material Adverse Effect on Parent. (b) Schedule 2.8(b) of Except as disclosed in the Parent Disclosure Schedule contains a true and complete list of all written agreements (i) that would be required SEC Documents filed prior to be listed as exhibits to a registration statement of Parent on Form S-1 under the rules and regulations of the SEC if such registration statement were filed on the date of this Agreement, (ii) relating to indebtedness for money borrowed by Parent Agreement or any of its Subsidiaries, which, individually or as disclosed in the aggregate, represent an amount greater than $1.0 million, excluding trade credit or payables arising in the ordinary course of business, (iii) creating any guarantee arrangement or other agreement to be liable for the obligations of a Person other than Parent or any of its wholly owned Subsidiaries, (iv) providing for payment or the receipt of payment or the sale of purchase or exchange of goods worth in excess of $20.0 million, (v) with any distributor or sales contractor for Parent's products, (vi) providing for any joint venture or partnership, (vii) with E.I. du Pont de Nemours and Company or The Dupont Merck Pharmaceutical Company or any of its Subsidiaries or (viii) containing any provision or covenant materially limiting the ability of Parent or its Subsidiaries or any of its or their Affiliates to sell any products of or to any other Person, engage in any line of business or compete with or to obtain products or services from any Person or materially limiting the ability of any Person to provide products or services to Parent or any of its Subsidiaries or Affiliates (collectively, the "Parent Material Contracts"). Parent has previously provided the Company with ------------------------- true and correct copies of each Section 2.8 of the Parent Material ContractsLetter, as of the date hereof there is no contract or agreement that is or was required to be filed by Parent as a material contract pursuant to Item 601 of Regulation S-K under the Securities Act. Except as set forth in effect on the Parent SEC Documents filed prior to the date of this Agreement. Except as disclosed in Schedule 2.8(b) Agreement or Section 2.8 of the Parent Disclosure ScheduleLetter, no event of default or event that, but for the execution and delivery giving of notice or the Transaction Agreements do notlapse of time or both, and would constitute an event of default exists or, upon the consummation by Parent or Sub of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof by this Agreement, will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of any benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Parent or any of its Subsidiaries under, exist under any indenture, mortgage, loan agreement, note or other agreement or instrument for borrowed money, any guarantee of any agreement or instrument for borrowed money or any lease, contractual license or other contract, agreement or instrument to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries such Subsidiary is bound or to which any of the properties, assets or operations of Parent or any of its Subsidiaries such Subsidiary is subject, other than such conflicts, violations, breaches, defaults, rights or liens as would notany defaults that, individually or in the aggregate, would not have a Material Adverse Effect on Parent. As used in this Agreement, "Knowledge of Parent" means the ------------------- actual knowledge of any of the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, General Counsel of Parent or Senior Vice President-Research and Development.

Permits and Compliance. (a) Each of Parent the Company and its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity ("Permits") necessary for it the Company or any of its Subsidiaries to own, lease and operate its properties or ------- to carry on its business as it is now being conducted (the "Parent Company Permits"), -------------- except where the failure to have any of the Parent Company Permits would not, individually or in the aggregate, have a Material Adverse Effect on Parentthe Company, and, as of the date of this Agreement, and no suspension or cancellation of any of the Parent Company Permits is pending or, to the Knowledge of Parent the Company (as hereinafter defined), threatened, except where . Neither the suspension or cancellation of any of the Parent Permits would not, individually or in the aggregate, have a Material Adverse Effect on Parent; provided that no representation is being made by the -------- ---- Company in this sentence with respect to any investigational new drug application (an "IND") or new drug application (an "NDA") of Parent filed with --- --- the FDA (which are the subject of Section 2.13 hereof). None of Parent or nor any of its Subsidiaries is in violation of (A) its charter, by-laws Bylaws or other organizational documents, (B) any applicable law, ordinance, administrative administrative, or governmental rule or regulation of any Governmental Entity, including any consumer protection, equal opportunity, customs, export control, foreign trade, foreign corrupt practices (including the Foreign Corrupt Practices Act), health, or (C) any order, decree or judgment of any Governmental Entity having jurisdiction over Parent the Company or any of its Subsidiaries, except, in the case of clauses (B) and (C), for any violations that, individually or in the aggregate, would not have a Material Adverse Effect on Parent. (b) Schedule 2.8(b) the Company. There are no contracts or agreements of the Parent Disclosure Schedule contains a true and complete list of all written agreements (i) Company or its Subsidiaries having covenants not to compete that would be required to be listed as exhibits to a registration statement of Parent on Form S-1 under materially impair the rules and regulations ability of the Company or any of its Subsidiaries to conduct its businesses as currently conducted or could reasonably be expected to materially impair Acquiror's ability to conduct the Company's business after the Closing in the manner in which it had been conducted prior to the Closing. Except as disclosed in the Company SEC if such registration statement were Documents filed on prior to the date of this Agreement, (ii) relating to indebtedness for money borrowed by Parent no event of default or any of its Subsidiariesevent that, which, individually or in the aggregate, represent an amount greater than $1.0 million, excluding trade credit or payables arising in the ordinary course of business, (iii) creating any guarantee arrangement or other agreement to be liable but for the obligations giving of a Person other than Parent or any of its wholly owned Subsidiaries, (iv) providing for payment notice or the receipt lapse of payment time or both, would constitute an event of default exists or, upon the sale of purchase or exchange of goods worth in excess of $20.0 million, (v) with any distributor or sales contractor for Parent's products, (vi) providing for any joint venture or partnership, (vii) with E.I. du Pont de Nemours and Company or The Dupont Merck Pharmaceutical Company or any of its Subsidiaries or (viii) containing any provision or covenant materially limiting the ability of Parent or its Subsidiaries or any of its or their Affiliates to sell any products of or to any other Person, engage in any line of business or compete with or to obtain products or services from any Person or materially limiting the ability of any Person to provide products or services to Parent or any of its Subsidiaries or Affiliates (collectively, the "Parent Material Contracts"). Parent has previously provided consummation by the Company with ------------------------- true and correct copies of each of the Parent Material Contracts, as in effect on the date of this Agreement. Except as disclosed in Schedule 2.8(b) of the Parent Disclosure Schedule, the execution and delivery of the Transaction Agreements do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof by this Agreement, will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of any benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Parent or any of its Subsidiaries under, exist under any indenture, mortgage, loan agreement, note or other agreement or instrument for borrowed money, any guarantee of any agreement or instrument for borrowed money or any lease, contractual license or other contract, agreement or instrument to which Parent the Company or any of its Subsidiaries is a party or by which Parent the Company or any of its Subsidiaries such Subsidiary is bound or to which any of the properties, assets or operations of Parent the Company or any of its Subsidiaries such Subsidiary is subject, other than such conflicts, violations, breaches, defaults, rights or liens as would notany defaults that, individually or in the aggregate, would not have a Material Adverse Effect on Parent. As used in this Agreement, "Knowledge of Parent" means the ------------------- actual knowledge of any of the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, General Counsel of Parent or Senior Vice President-Research and DevelopmentCompany.

Permits and Compliance. (a) Each of The Parent and its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity ("Permits") necessary for it the Parent to own, lease and operate its properties or ------- to carry on its business as it is now being conducted (the "Parent Permits"), -------------- except where the failure to have any of the Parent Permits would not, individually or in the aggregate, have a Material Adverse Effect on the Parent, and, as of the date of this Agreement, no suspension or cancellation of any of the Parent Permits is pending or, to the Knowledge knowledge of Parent (as hereinafter defined)the Parent, threatened, except where the suspension or cancellation of any of the Parent Permits would not, individually or in the aggregate, have a Material Adverse Effect on the Parent; provided that no representation . Parent is being made by the -------- ---- Company in this sentence with respect to any investigational new drug application (an "IND") or new drug application (an "NDA") of Parent filed with --- --- the FDA (which are the subject of Section 2.13 hereof). None of Parent or any of its Subsidiaries is not in violation of (Ai) its charter, by-laws or other organizational documents, (Bii) any applicable law, ordinance, administrative or governmental rule or regulation regulation, or (Ciii) any order, decree or judgment of any Governmental Entity having jurisdiction over Parent or any of its Subsidiariesthe Parent, except, in the case of clauses (Bi), (ii) and (Ciii), for any violations that, individually or in the aggregate, would not have a Material Adverse Effect on the Parent. (b) Schedule 2.8(b) . As of the Parent Disclosure Schedule contains a true and complete list of all written agreements (i) that would be required to be listed as exhibits to a registration statement of Parent on Form S-1 under the rules and regulations of the SEC if such registration statement were filed on the date of this Agreementhereof, (ii) relating to indebtedness for money borrowed by Parent there is no contract or any of its Subsidiariesagreement, which, individually or in the aggregate, represent an amount greater than $1.0 million, excluding trade credit or payables arising not entered into in the ordinary course of business, (iii) creating any guarantee arrangement that is material to the business, properties, assets, liabilities, financial condition, results of operations or other agreement to be liable for the obligations of a Person other than Parent or any of its wholly owned Subsidiaries, (iv) providing for payment or the receipt of payment or the sale of purchase or exchange of goods worth in excess of $20.0 million, (v) with any distributor or sales contractor for Parent's products, (vi) providing for any joint venture or partnership, (vii) with E.I. du Pont de Nemours and Company or The Dupont Merck Pharmaceutical Company or any of its Subsidiaries or (viii) containing any provision or covenant materially limiting the ability of Parent or its Subsidiaries or any of its or their Affiliates to sell any products of or to any other Person, engage in any line of business or compete with or to obtain products or services from any Person or materially limiting the ability of any Person to provide products or services to Parent or any of its Subsidiaries or Affiliates (collectively, the "Parent Material Contracts"). Parent has previously provided the Company with ------------------------- true and correct copies of each prospects of the Parent Material Contractsand its Subsidiaries, taken as a whole. Except as set forth in effect on the Parent SEC Documents filed prior to the date of this Agreement. Except as disclosed in Schedule 2.8(b) , no event of default or event that, but for the giving of notice or the lapse of time or both, would constitute an event of default exists or, upon the consummation by the Parent Disclosure Schedule, the execution and delivery of the Transaction Agreements do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation by this Agreement or the loss of any benefit underCompany Option Agreement, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Parent or any of its Subsidiaries under, will exist under any indenture, mortgage, loan agreement, note or other agreement or instrument for borrowed money, any guarantee of any agreement or instrument for borrowed money or any lease, contractual license or other contract, agreement or instrument to which the Parent or any of its Subsidiaries is a party or by which the Parent or any of its Subsidiaries is bound or to which any of the properties, assets or operations of the Parent or any of its Subsidiaries is subject, other than such conflicts, violations, breaches, defaults, rights or liens as would notany defaults that, individually or in the aggregate, would not have a Material Adverse Effect on the Parent. As used in this Agreement, "Knowledge of Parent" means the ------------------- actual knowledge of any of the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, General Counsel of Parent or Senior Vice President-Research and Development.

Permits and Compliance. (a) Each of Parent and its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity ("Permits") necessary for it to own, lease and operate its properties or ------- to carry on its business as it is now being conducted (the "Parent Permits"), -------------- except where the failure to have any of the Parent Permits would not, individually or in the aggregate, have a Material Adverse Effect on Parent, and, as of the date of this Agreement, no suspension or cancellation of any of the Parent Permits is pending or, to the Knowledge of Parent (as hereinafter defined), threatened, except where the suspension or cancellation of any of the Parent Permits would not, individually or in the aggregate, have a Material Adverse Effect on Parent; provided that no representation is being made by the -------- ---- Company in this sentence with respect to any investigational new drug application (an "IND") or new drug application (an "NDA") of Parent filed with --- --- the FDA (which are the subject of Section 2.13 hereof). None of Parent or any of its Subsidiaries is in violation of (A) its charter, by-laws or other organizational documents, (B) any applicable law, ordinance, administrative or governmental rule or regulation or (C) any order, decree or judgment of any Governmental Entity having jurisdiction over Parent or any of its Subsidiaries, except, in the case of clauses (BA) and (CB), for any violations that, individually or in the aggregate, would not have a Material Adverse Effect on Parent. (b) Schedule 2.8(b) of the Parent Disclosure Schedule contains a true and complete list of all written agreements (i) that would be required to be listed as exhibits to a registration statement of Parent on Form S-1 under the rules and regulations of the SEC if such registration statement were filed on the date of this Agreement, (ii) relating to indebtedness for money borrowed by Parent or any of its Subsidiaries, which, individually or in the aggregate, represent an amount greater than $1.0 million, excluding trade credit or payables arising in the ordinary course of business, (iii) creating any guarantee arrangement or other agreement to be liable for the obligations of a Person other than Parent or any of its wholly owned Subsidiaries, (iv) providing for payment or the receipt of payment or the sale of purchase or exchange of goods worth in excess of $20.0 million, (v) with any distributor or sales contractor for Parent's products, (vi) providing for any joint venture or partnership, (vii) with E.I. du Pont de Nemours and Company or The Dupont Merck Pharmaceutical Company or any of its Subsidiaries or (viii) containing any provision or covenant materially limiting the ability of Parent or its Subsidiaries or any of its or their Affiliates to sell any products of or to any other Person, engage in any line of business or compete with or to obtain products or services from any Person or materially limiting the ability of any Person to provide products or services to Parent or any of its Subsidiaries or Affiliates (collectively, the "Parent Material Contracts"). Parent has previously provided the Company with ------------------------- true and correct copies of each of the Parent Material Contracts, as in effect on the date of this Agreement. Except as disclosed in Schedule 2.8(b) Parent SEC Documents filed prior to the date hereof, as of the date hereof, there is no contract or agreement that is material to the business, financial condition or results of operations of Parent Disclosure Scheduleand its Subsidiaries, taken as a whole. Except as set forth in Parent SEC Documents filed prior to the execution and delivery date hereof, no event of default or event that, but for the Transaction Agreements do notgiving of notice or the lapse of time or both, and would constitute an event of default exists or, upon the consummation by Parent of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof by this Agreement, will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of any benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Parent or any of its Subsidiaries under, exist under any indenture, mortgage, loan agreement, note or other agreement or instrument for borrowed money, any guarantee of any agreement or instrument for borrowed money or any lease, contractual license or other contract, agreement or instrument to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries such Subsidiary is bound or to which any of the properties, assets or operations of Parent or any of its Subsidiaries such Subsidiary is subject, other than such conflicts, violations, breaches, defaults, rights or liens as would notany defaults that, individually or in the aggregate, would not have a Material Adverse Effect on Parent. As used in this Agreement, "Knowledge of Parent" means the ------------------- actual knowledge of any of the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, General Counsel or Principal Accounting Officer of Parent or Senior Vice President-Research and DevelopmentParent.

Permits and Compliance. (a) Each of Parent and its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity which, to the Knowledge of Parent ("Permits") as hereinafter defined), are necessary for it Parent or any of its Subsidiaries to own, lease and operate its properties or ------- to carry on its business as it is now being conducted (the "Parent Permits"), -------------- except where the failure to have any of the Parent Permits would not, individually or in the aggregate, have a Material Adverse Effect on Parent, and, as of the date of this Agreement, no suspension or cancellation of any of the Parent Permits is pending or, to the Knowledge of Parent (as hereinafter defined)Parent, threatened, except where the suspension or cancellation of any of the Parent Permits would not, individually or in the aggregate, have a Material Adverse Effect on Parent; provided that no representation is being made by the -------- ---- Company in this sentence with respect to any investigational new drug application (an "IND") or new drug application (an "NDA") of . Neither Parent filed with --- --- the FDA (which are the subject of Section 2.13 hereof). None of Parent or nor any of its Subsidiaries is in violation of (A) its charterCharter, by-laws Bylaws or other organizational documents, (B) any applicable law, ordinance, administrative or governmental rule or regulation or (C) any order, decree or judgment of any Governmental Entity having jurisdiction over Parent or any of its Subsidiaries, except, in the case of clauses (B) and (C), for any violations that, individually or in the aggregate, would not have a Material Adverse Effect on Parent. (b) Schedule 2.8(b) of . Except as disclosed in the Parent Disclosure Schedule contains a true and complete list SEC Documents filed prior to the date of all written agreements (i) this Agreement there is no contract or agreement that would be required is material to be listed as exhibits to a registration statement the business, financial condition or results of operations of Parent on Form S-1 under and its Subsidiaries, taken as a whole. Except as set forth in the rules and regulations of the Parent SEC if such registration statement were filed on Documents, prior to the date of this Agreement, (ii) relating to indebtedness no event of default or event that, but for money borrowed the giving of notice or the lapse of time or both, would constitute an event of default exists or, upon the consummation by Parent or any of its Subsidiaries, which, individually or in the aggregate, represent an amount greater than $1.0 million, excluding trade credit or payables arising in the ordinary course of business, (iii) creating any guarantee arrangement or other agreement to be liable for the obligations of a Person other than Parent or any of its wholly owned Subsidiaries, (iv) providing for payment or the receipt of payment or the sale of purchase or exchange of goods worth in excess of $20.0 million, (v) with any distributor or sales contractor for Parent's products, (vi) providing for any joint venture or partnership, (vii) with E.I. du Pont de Nemours and Company or The Dupont Merck Pharmaceutical Company or any of its Subsidiaries or (viii) containing any provision or covenant materially limiting the ability of Parent or its Subsidiaries or any of its or their Affiliates to sell any products of or to any other Person, engage in any line of business or compete with or to obtain products or services from any Person or materially limiting the ability of any Person to provide products or services to Parent or any of its Subsidiaries or Affiliates (collectively, the "Parent Material Contracts"). Parent has previously provided the Company with ------------------------- true and correct copies of each of the Parent Material Contracts, as in effect on the date of this Agreement. Except as disclosed in Schedule 2.8(b) of the Parent Disclosure Schedule, the execution and delivery of the Transaction Agreements do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof by this Agreement, will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of any benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Parent or any of its Subsidiaries under, exist under any indenture, mortgage, loan agreement, note or other agreement or instrument for borrowed money, any guarantee of any agreement or instrument for borrowed money or any lease, contractual license or other contract, agreement or instrument to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries such Subsidiary is bound or to which any of the properties, assets or operations of Parent or any of its Subsidiaries such Subsidiary is subject, other than such conflicts, violations, breaches, defaults, rights or liens as would notany defaults that, individually or in the aggregate, would not have a Material Adverse Effect on Parent. As used in this Agreement, Set forth on Schedule 2.8 of the Disclosure Schedule is a description of any material changes to the amount and terms of the indebtedness of the Parent and its Subsidiaries as described on Parent's Annual Report on Form 10-K. "Knowledge of Parent" means the ------------------- actual knowledge of any of the Chief Executive Officer, Chief Operating Officer, Officer and Chief Financial Officer, General Counsel Officer of Parent or Senior Vice President-Research and Developmentthe Parent.

Permits and Compliance. (a) Each of Parent and its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity ("Permits") necessary for it Parent or any of its Subsidiaries to own, lease and operate its properties or ------- to carry on its business as it is now being conducted (the "Parent Permits"), -------------- except where the failure to have any of the Parent Permits would not, individually or in the aggregate, have a Material Adverse Effect on Parent, and, as of the date of this Agreement, no suspension or cancellation of any of the Parent Permits is pending or, to the Knowledge of Parent (as hereinafter defineddefined herein), threatened, except where the suspension or cancellation of any of the Parent Permits would not, individually or in the aggregate, have a Material Adverse Effect on Parent; provided that no representation is being made by the -------- ---- Company in this sentence with respect to any investigational new drug application (an "IND") or new drug application (an "NDA") of . Neither Parent filed with --- --- the FDA (which are the subject of Section 2.13 hereof). None of Parent or nor any of its Subsidiaries is in violation of (A) its charter, by-laws or other organizational documents, (B) any applicable law, ordinance, administrative or governmental rule or regulation or (C) any order, decree or judgment of any Governmental Entity having jurisdiction over Parent or any of its Subsidiaries, except, in the case of clauses (A) (as to Parent's Subsidiaries only), (B) and (C), for any violations that, individually or in the aggregate, would not have a Material Adverse Effect on Parent. (b) Schedule 2.8(b) of . Except as disclosed in the Parent Disclosure Schedule contains a true and complete list of all written agreements (i) that would be required SEC Documents filed prior to be listed as exhibits to a registration statement of Parent on Form S-1 under the rules and regulations of the SEC if such registration statement were filed on the date of this Agreement, (ii) relating as of the date hereof, there is no contract or agreement that is material to indebtedness for money borrowed by the business, financial condition or results of operations of Parent or any of and its Subsidiaries, which, individually or taken as a whole. Except as set forth in the aggregate, represent an amount greater than $1.0 million, excluding trade credit or payables arising in the ordinary course of business, (iii) creating any guarantee arrangement or other agreement Parent SEC Documents filed prior to be liable for the obligations of a Person other than Parent or any of its wholly owned Subsidiaries, (iv) providing for payment or the receipt of payment or the sale of purchase or exchange of goods worth in excess of $20.0 million, (v) with any distributor or sales contractor for Parent's products, (vi) providing for any joint venture or partnership, (vii) with E.I. du Pont de Nemours and Company or The Dupont Merck Pharmaceutical Company or any of its Subsidiaries or (viii) containing any provision or covenant materially limiting the ability of Parent or its Subsidiaries or any of its or their Affiliates to sell any products of or to any other Person, engage in any line of business or compete with or to obtain products or services from any Person or materially limiting the ability of any Person to provide products or services to Parent or any of its Subsidiaries or Affiliates (collectively, the "Parent Material Contracts"). Parent has previously provided the Company with ------------------------- true and correct copies of each of the Parent Material Contracts, as in effect on the date of this Agreement. Except as disclosed in Schedule 2.8(b) , no event of default or event that, but for the Parent Disclosure Schedulegiving of notice or the lapse of time or both, the execution and delivery would constitute an event of the Transaction Agreements do notdefault exists or, and upon the consummation by Parent of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof by this Agreement, will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of any benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Parent or any of its Subsidiaries under, exist under any indenture, mortgage, loan agreement, note or other agreement or instrument for borrowed money, any guarantee of any agreement or instrument for borrowed money or any lease, contractual license or other contract, agreement or instrument to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries such Subsidiary is bound or to which any of the properties, assets or operations of Parent or any of its Subsidiaries such Subsidiary is subject, other than such conflicts, violations, breaches, defaults, rights or liens as would notany defaults that, individually or in the aggregate, would not have a Material Adverse Effect on Parent. As used in this Agreement, "Knowledge of Parent" means the ------------------- actual knowledge of any knowledge, after due inquiry, of the Chief Executive Officer, Chief Operating Officer, Officer and Chief Financial Officer, General Counsel Officer of Parent or Senior Vice President-Research and Developmentthe Parent.

Permits and Compliance. (a) Each of Parent and its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity ("Permits") necessary for it Parent or any of its Subsidiaries to own, lease and operate its properties or ------- to carry on its business as it is now being conducted (the "Parent Permits"), -------------- except where the failure to have any of the Parent Permits would not, individually or in the aggregate, have a Material Adverse Effect on ParentParent or prevent or materially delay the Merger, and, as of the date of this Agreement, no suspension or cancellation of any of the Parent Permits is pending or, to the Knowledge of Parent (as hereinafter defined), threatened, except where the suspension or cancellation of any of the Parent Permits would not, individually or in the aggregate, have a Material Adverse Effect on Parent; provided that no representation is being made by the -------- ---- Company in this sentence with respect to any investigational new drug application (an "IND") or new drug application (an "NDA") of Parent filed with --- --- the FDA (which are the subject of Section 2.13 hereof). None of Parent or prevent or materially delay the Merger. Neither Parent nor any of its Subsidiaries is in violation of (A) its charterRestated Certificate of Incorporation, byBy-laws or other comparable organizational documents, (B) any applicable law, ordinance, administrative or governmental rule or regulation or (C) any order, decree or judgment of any Governmental Entity having jurisdiction over Parent or any of its Subsidiaries, except, in the case of clauses (A), (B) and (C), for any violations that, individually or in the aggregate, would not have a Material Adverse Effect on Parent. (b) Schedule 2.8(b) Parent or prevent or materially delay the Merger. Except as set forth in the Parent SEC Documents or item 2.8 of the Parent Disclosure Schedule contains a true and complete list of all written agreements (i) that would be required Letter, prior to be listed as exhibits to a registration statement of Parent on Form S-1 under the rules and regulations of the SEC if such registration statement were filed on the date of this Agreement, (ii) relating to indebtedness no event of default or event that, but for money borrowed the giving of notice or the lapse of time or both, would constitute an event of default exists or, upon the consummation by Parent or any of its Subsidiaries, which, individually or in the aggregate, represent an amount greater than $1.0 million, excluding trade credit or payables arising in the ordinary course of business, (iii) creating any guarantee arrangement or other agreement to be liable for the obligations of a Person other than Parent or any of its wholly owned Subsidiaries, (iv) providing for payment or the receipt of payment or the sale of purchase or exchange of goods worth in excess of $20.0 million, (v) with any distributor or sales contractor for Parent's products, (vi) providing for any joint venture or partnership, (vii) with E.I. du Pont de Nemours and Company or The Dupont Merck Pharmaceutical Company or any of its Subsidiaries or (viii) containing any provision or covenant materially limiting the ability of Parent or its Subsidiaries or any of its or their Affiliates to sell any products of or to any other Person, engage in any line of business or compete with or to obtain products or services from any Person or materially limiting the ability of any Person to provide products or services to Parent or any of its Subsidiaries or Affiliates (collectively, the "Parent Material Contracts"). Parent has previously provided the Company with ------------------------- true and correct copies of each of the Parent Material Contracts, as in effect on the date of this Agreement. Except as disclosed in Schedule 2.8(b) of the Parent Disclosure Schedule, the execution and delivery of the Transaction Agreements do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof by this Agreement, will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of any benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Parent or any of its Subsidiaries under, exist under any indenture, mortgage, loan agreement, note or other agreement or instrument for borrowed money, any guarantee of any agreement or instrument for borrowed money or any lease, contractual license or other contract, agreement or instrument to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries such Subsidiary is bound or to which any of the properties, assets or operations of Parent or any of its Subsidiaries such Subsidiary is subject, other than such conflicts, violations, breaches, defaults, rights or liens as would notany defaults that, individually or in the aggregate, would not have a Material Adverse Effect on ParentParent or prevent or materially delay the Merger. As used in For purposes of this Agreement, "Knowledge of Parent" means the ------------------- actual knowledge of any the individuals identified in item 2.8 of the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, General Counsel of Parent or Senior Vice President-Research and DevelopmentLetter.

Permits and Compliance. (a) Each of Parent and its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, charters, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity ("Permits") necessary for it Parent or any of its Subsidiaries to own, lease and operate its properties or ------- to carry on its business as it is now being conducted (the "Parent Permits"), -------------- except where the failure to have any of the Parent Permits would not, individually or in the aggregate, have a Material Adverse Effect on Parent, and, as of the date of this Agreement, no suspension or cancellation of any of the . Neither Parent Permits is pending or, to the Knowledge of Parent (as hereinafter defined), threatened, except where the suspension or cancellation of any of the Parent Permits would not, individually or in the aggregate, have a Material Adverse Effect on Parent; provided that no representation is being made by the -------- ---- Company in this sentence with respect to any investigational new drug application (an "IND") or new drug application (an "NDA") of Parent filed with --- --- the FDA (which are the subject of Section 2.13 hereof). None of Parent or nor any of its Subsidiaries is in violation of (A) its charter, by-laws bylaws or other organizational documents, (B) any applicable law, ordinance, administrative or governmental rule or regulation or (C) any order, decree or judgment of any Governmental Entity having jurisdiction over Parent or any of its Subsidiaries, except, in the case of clauses (A), (B) and (C), for any violations that, individually or in the aggregate, would not have a Material Adverse Effect on Parent. (b) Schedule 2.8(b) of the Except as disclosed in Parent Disclosure Schedule contains a true and complete list of all written agreements (i) that would be required SEC Documents filed prior to be listed as exhibits to a registration statement of Parent on Form S-1 under the rules and regulations of the SEC if such registration statement were filed on the date of this AgreementAgreement or as disclosed in Section 2.6 of Parent Letter, (ii) relating as of the date hereof, there is no contract or agreement that is or was required to indebtedness for money borrowed be filed by Parent as a material contract pursuant to Item 601 of Regulation S-K under the Securities Act. Except as set forth in Section 2.6 of Parent Letter or disclosed in the Parent SEC Documents as of the date hereof, neither Parent nor any of its SubsidiariesSignificant Subsidiaries is a party to or bound by any agreements evidencing, whichor guarantees relating to, individually or indebtedness for borrowed money to the extent the aggregate principal amount outstanding thereunder exceeds $5,000,000. Except as set forth in the aggregate, represent an amount greater than $1.0 million, excluding trade credit or payables arising in the ordinary course of business, (iii) creating any guarantee arrangement or other agreement Parent SEC Documents filed prior to be liable for the obligations of a Person other than Parent or any of its wholly owned Subsidiaries, (iv) providing for payment or the receipt of payment or the sale of purchase or exchange of goods worth in excess of $20.0 million, (v) with any distributor or sales contractor for Parent's products, (vi) providing for any joint venture or partnership, (vii) with E.I. du Pont de Nemours and Company or The Dupont Merck Pharmaceutical Company or any of its Subsidiaries or (viii) containing any provision or covenant materially limiting the ability of Parent or its Subsidiaries or any of its or their Affiliates to sell any products of or to any other Person, engage in any line of business or compete with or to obtain products or services from any Person or materially limiting the ability of any Person to provide products or services to Parent or any of its Subsidiaries or Affiliates (collectively, the "Parent Material Contracts"). Parent has previously provided the Company with ------------------------- true and correct copies of each of the Parent Material Contracts, as in effect on the date of this Agreement. Except as disclosed in Schedule 2.8(b) Agreement or Section 2.6 of Parent Letter, no event of default or event that, but for the Parent Disclosure Schedulegiving of notice or the lapse of time or both, the execution and delivery would constitute an event of the Transaction Agreements do notdefault exists or, and upon the consummation by Parent or Sub of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof by this Agreement, will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of any benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Parent or any of its Subsidiaries under, exist under any indenture, mortgage, loan agreement, note or other agreement or instrument for borrowed money, any guarantee of any agreement or instrument for borrowed money or any lease, contractual license or other contract, agreement or instrument to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries such Subsidiary is bound or to which any of the properties, assets or operations of Parent or any of its Subsidiaries such Subsidiary is subject, other than such conflicts, violations, breaches, defaults, rights or liens as would notany defaults that, individually or in the aggregate, would not have a Material Adverse Effect on Parent. As used in this Agreement, "Knowledge of Parent" means the ------------------- actual knowledge of any of the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, General Counsel of Parent or Senior Vice President-Research and Development.

Permits and Compliance. (a) Each of Parent and its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, charters, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity ("Permits") necessary for it Parent or any of its Subsidiaries to own, lease and operate its properties or ------- to carry on its business as it is now being conducted (the "Parent Permits"), -------------- except where the failure to have any of the Parent Permits would not, individually or in the aggregate, have a Material Adverse Effect on Parent, and, as of the 26 date of this Agreement, no suspension or cancellation of any of the Parent Permits is pending or, to the Knowledge of Parent (as hereinafter defined), threatened, except where the suspension or cancellation of any of the Parent Permits would not, individually or in the aggregate, have a Material Adverse Effect on Parent; provided that no representation is being made by the -------- ---- Company in this sentence with respect to any investigational new drug application (an "IND") or new drug application (an "NDA") of . Neither Parent filed with --- --- the FDA (which are the subject of Section 2.13 hereof). None of Parent or nor any of its Subsidiaries is in violation of (A) its charter, by-laws or other organizational documents, (B) any applicable law, ordinance, administrative or governmental rule or regulation or (C) any order, decree or judgment of any Governmental Entity having jurisdiction over Parent or any of its Subsidiaries, except, in the case of clauses (A), (B) and (C), for any violations that, individually or in the aggregate, would not have a Material Adverse Effect on Parent. (b) Schedule 2.8(b) of Except as disclosed in the Parent Disclosure Schedule contains a true and complete list of all written agreements (i) that would be required SEC Documents filed prior to be listed as exhibits to a registration statement of Parent on Form S-1 under the rules and regulations of the SEC if such registration statement were filed on the date of this AgreementAgreement or as disclosed in Section 2.8 of the Parent Letter, (ii) relating as of the date hereof there is no contract or agreement that is or was required to indebtedness for money borrowed be filed by Parent or as a material contract pursuant to Item 601 of Regulation S-K under the Securities Act. Except as set forth in Section 2.8 of the Parent Letter, as of the date hereof neither Parent nor any of its Subsidiaries, which, individually or in the aggregate, represent an amount greater than $1.0 million, excluding trade credit or payables arising in the ordinary course of business, (iii) creating any guarantee arrangement or other agreement to be liable for the obligations of a Person other than Parent or any of its wholly owned Subsidiaries, (iv) providing for payment or the receipt of payment or the sale of purchase or exchange of goods worth in excess of $20.0 million, (v) with any distributor or sales contractor for Parent's products, (vi) providing for any joint venture or partnership, (vii) with E.I. du Pont de Nemours and Company or The Dupont Merck Pharmaceutical Company or any of its Subsidiaries or (viii) containing any provision or covenant materially limiting the ability of Parent or its Subsidiaries is a party to or bound by any of its agreements evidencing, or their Affiliates guarantees relating to, indebtedness for borrowed money to sell any products of or to any other Person, engage the extent the aggregate principal amount outstanding thereunder exceeds $10,000,000. Except as set forth in any line of business or compete with or to obtain products or services from any Person or materially limiting the ability of any Person to provide products or services to Parent or any of its Subsidiaries or Affiliates (collectively, the "Parent Material Contracts"). Parent has previously provided the Company with ------------------------- true and correct copies of each of the Parent Material Contracts, as in effect on SEC Documents filed prior to the date of this Agreement. Except as disclosed in Schedule 2.8(b) Agreement or Section 2.8 of the Parent Disclosure ScheduleLetter, no event of default or event that, but for the execution and delivery giving of notice or the Transaction Agreements do notlapse of time or both, and would constitute an event of default exists or, upon the consummation by Parent or Sub of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation by this Agreement or the loss of any benefit underStock Option Agreement, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Parent or any of its Subsidiaries under, will exist under any indenture, mortgage, loan agreement, note or other agreement or instrument for borrowed money, any guarantee of any agreement or instrument for borrowed money or any lease, contractual license or other contract, agreement or instrument to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries such Subsidiary is bound or to which any of the properties, assets or operations of Parent or any of its Subsidiaries such Subsidiary is subject, other than such conflicts, violations, breaches, defaults, rights or liens as would notany defaults that, individually or in the aggregate, would not have a Material Adverse Effect on Parent. As used in For purposes of this Agreement, "Knowledge of Parent" means the ------------------- actual knowledge of any of the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, General Counsel of Parent or Senior Vice President-Research and Development.27

Permits and Compliance. (a) Each of Parent and its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, charters, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity ("Permits") necessary for it Parent or any of its Subsidiaries to own, lease and operate its properties or ------- to carry on its business as it is now being conducted (the "Parent Permits"), -------------- except where the failure to have any of the Parent Permits would not, individually or in the aggregate, have a Material Adverse Effect on Parent, and, as of the date of this Agreement, no suspension or cancellation of any of the Parent Permits is pending or, to the Knowledge of Parent (as hereinafter defined), threatened, except where the suspension or cancellation of any of the Parent Permits would not, individually or in the aggregate, have a Material Adverse Effect on Parent; provided that no representation is being made by the -------- ---- Company in this sentence with respect to any investigational new drug application (an "IND") or new drug application (an "NDA") of . Neither Parent filed with --- --- the FDA (which are the subject of Section 2.13 hereof). None of Parent or nor any of its Subsidiaries is in violation of (A) its charter, by-laws or other organizational documents, (B) any applicable law, ordinance, administrative or governmental rule or regulation or (C) any order, decree or judgment of any Governmental Entity having jurisdiction over Parent or any of its Subsidiaries, except, in the case of clauses (A), (B) and (C), for any violations that, individually or in the aggregate, would not have a Material Adverse Effect on Parent. (b) Schedule 2.8(b) of Except as disclosed in the Parent Disclosure Schedule contains a true and complete list of all written agreements (i) that would be required SEC Documents filed prior to be listed as exhibits to a registration statement of Parent on Form S-1 under the rules and regulations of the SEC if such registration statement were filed on the date of this AgreementAgreement or as disclosed in Section 2.8 of the Parent Letter, (ii) relating as of the date hereof there is no contract or agreement that is or was required to indebtedness for money borrowed be filed by Parent or as a material contract pursuant to Item 601 of Regulation S-K under the Securities Act. Except as set forth in Section 2.8 of the Parent Letter, as of the date hereof neither Parent nor any of its Subsidiaries, which, individually or in the aggregate, represent an amount greater than $1.0 million, excluding trade credit or payables arising in the ordinary course of business, (iii) creating any guarantee arrangement or other agreement to be liable for the obligations of a Person other than Parent or any of its wholly owned Subsidiaries, (iv) providing for payment or the receipt of payment or the sale of purchase or exchange of goods worth in excess of $20.0 million, (v) with any distributor or sales contractor for Parent's products, (vi) providing for any joint venture or partnership, (vii) with E.I. du Pont de Nemours and Company or The Dupont Merck Pharmaceutical Company or any of its Subsidiaries or (viii) containing any provision or covenant materially limiting the ability of Parent or its Subsidiaries is a party to or bound by any of its agreements evidencing, or their Affiliates guarantees relating to, indebtedness for borrowed money to sell any products of or to any other Person, engage the extent the aggregate principal amount outstanding thereunder exceeds $10,000,000. Except as set forth in any line of business or compete with or to obtain products or services from any Person or materially limiting the ability of any Person to provide products or services to Parent or any of its Subsidiaries or Affiliates (collectively, the "Parent Material Contracts"). Parent has previously provided the Company with ------------------------- true and correct copies of each of the Parent Material Contracts, as in effect on SEC Documents filed prior to the date of this Agreement. Except as disclosed in Schedule 2.8(b) Agreement or Section 2.8 of the Parent Disclosure ScheduleLetter, no event of default or event that, but for the execution and delivery giving of notice or the Transaction Agreements do notlapse of time or both, and would constitute an event of default exists or, upon the consummation by Parent or Sub of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation by this Agreement or the loss of any benefit underStock Option Agreement, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Parent or any of its Subsidiaries under, will exist under any indenture, mortgage, loan agreement, note or other agreement or instrument for borrowed money, any guarantee of any agreement or instrument for borrowed money or any lease, contractual license or other contract, agreement or instrument to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries such Subsidiary is bound or to which any of the properties, assets or operations of Parent or any of its Subsidiaries such Subsidiary is subject, other than such conflicts, violations, breaches, defaults, rights or liens as would notany defaults that, individually or in the aggregate, would not have a Material Adverse Effect on Parent. As used in For purposes of this Agreement, "Knowledge of Parent" means the ------------------- actual knowledge of any the individuals identified in Section 2.8 of the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, General Counsel of Parent or Senior Vice President-Research and DevelopmentLetter.

Permits and Compliance. (a) Each of Parent and its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity ("Permits") necessary for it Parent or any of its Subsidiaries to own, lease and operate its properties or ------- to carry on its business as it is now being conducted (the "Parent Permits"), -------------- except where the failure to have any of the Parent Permits would not, individually or in the aggregate, have a Material Adverse Effect on Parent, and, as of the date of this Agreement, no suspension or cancellation of any of the Parent Permits is pending or, to the Knowledge of Parent (as hereinafter defineddefined herein), threatened, except where the suspension or cancellation of any of the Parent Permits would not, individually or in the aggregate, have a Material Adverse Effect on Parent; provided that no representation is being made by the -------- ---- Company in this sentence with respect to any investigational new drug application (an "IND") or new drug application (an "NDA") of . Neither Parent filed with --- --- the FDA (which are the subject of Section 2.13 hereof). None of Parent or nor any of its Subsidiaries is in violation of (A) its charter, by-laws or other organizational documents, (B) any applicable law, ordinance, administrative or governmental rule or regulation or (C) any order, decree or judgment of any Governmental Entity having jurisdiction over Parent or any of its Subsidiaries, except, in the case of clauses (A), (B) and (C), for any violations that, individually or in the aggregate, would not have a Material Adverse Effect on Parent. (b) Schedule 2.8(b) of . Except as disclosed in the Parent Disclosure Schedule contains a true and complete list of all written agreements (i) that would be required SEC Documents filed prior to be listed as exhibits to a registration statement of Parent on Form S-1 under the rules and regulations of the SEC if such registration statement were filed on the date of this Agreement, (ii) relating there is no contract or agreement that is material to indebtedness for money borrowed by the business, financial condition or results of operations of Parent or any of and its Subsidiaries, which, individually or taken as a whole. Except as set forth in the aggregateParent SEC Documents, represent an amount greater than $1.0 million, excluding trade credit or payables arising in the ordinary course of business, (iii) creating any guarantee arrangement or other agreement prior to be liable for the obligations of a Person other than Parent or any of its wholly owned Subsidiaries, (iv) providing for payment or the receipt of payment or the sale of purchase or exchange of goods worth in excess of $20.0 million, (v) with any distributor or sales contractor for Parent's products, (vi) providing for any joint venture or partnership, (vii) with E.I. du Pont de Nemours and Company or The Dupont Merck Pharmaceutical Company or any of its Subsidiaries or (viii) containing any provision or covenant materially limiting the ability of Parent or its Subsidiaries or any of its or their Affiliates to sell any products of or to any other Person, engage in any line of business or compete with or to obtain products or services from any Person or materially limiting the ability of any Person to provide products or services to Parent or any of its Subsidiaries or Affiliates (collectively, the "Parent Material Contracts"). Parent has previously provided the Company with ------------------------- true and correct copies of each of the Parent Material Contracts, as in effect on the date of this Agreement. Except as disclosed in Schedule 2.8(b) , no event of default or event that, but for the Parent Disclosure Schedulegiving of notice or the lapse of time or both, the execution and delivery would constitute an event of the Transaction Agreements do notdefault exists or, and upon the consummation by Parent of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof by this Agreement, will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of any benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Parent or any of its Subsidiaries under, exist under any indenture, mortgage, loan agreement, note or other agreement or instrument for borrowed money, any guarantee of any agreement or instrument for borrowed money or any lease, contractual license or other contract, agreement or instrument to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries such Subsidiary is bound or to which any of the properties, assets or operations of Parent or any of its Subsidiaries such Subsidiary is subject, other than such conflicts, violations, breaches, defaults, rights or liens as would notany defaults that, individually or in the aggregate, would not have a Material Adverse Effect on Parent. As used in this Agreement, "Knowledge of Parent" means the ------------------- actual knowledge of any of the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, Officer and the Senior Vice President and General Counsel of Parent or Senior Vice President-Research and Developmentthe Parent.

Permits and Compliance. (a) Each of Parent the Company and its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity ("Permits") Permits necessary for it the Company or any of its Subsidiaries to own, lease and operate its properties or ------- to carry on its business as it is now being conducted (the "Parent Company Permits"), -------------- except where the failure to have any of the Parent Company Permits would not, individually or in the aggregate, have a Material Adverse Effect on Parentthe Company, and, as of the date of this Agreement, no suspension or cancellation of any of the Parent Company Permits is pending or, to the Knowledge of Parent the Company (as hereinafter defined), threatened, except where the suspension or cancellation of any of the Parent Company Permits would not, individually or in the aggregate, have a Material Adverse Effect on Parent; provided that no representation is being made by the -------- ---- Company. Neither the Company in this sentence with respect to any investigational new drug application (an "IND") or new drug application (an "NDA") of Parent filed with --- --- the FDA (which are the subject of Section 2.13 hereof). None of Parent or nor any of its Subsidiaries is in violation of (A) its charterarticles, by-laws or other organizational documents, (B) any applicable law, ordinance, administrative or governmental rule or regulation or (C) any order, decree or judgment of any Governmental Entity having jurisdiction over Parent the Company or any of its Subsidiaries, except, in the case of clauses (A) (as to the Company's Subsidiaries only), (B) and (C), for any violations that, individually or in the aggregate, would not have a Material Adverse Effect on Parent. (b) Schedule 2.8(b) of the Parent Disclosure Schedule contains a true and complete list of all written agreements (i) that would be required to be listed as exhibits to a registration statement of Parent on Form S-1 under the rules and regulations of the SEC if such registration statement were filed on the date of this Agreement, (ii) relating to indebtedness for money borrowed by Parent or any of its Subsidiaries, which, individually or in the aggregate, represent an amount greater than $1.0 million, excluding trade credit or payables arising in the ordinary course of business, (iii) creating any guarantee arrangement or other agreement to be liable for the obligations of a Person other than Parent or any of its wholly owned Subsidiaries, (iv) providing for payment or the receipt of payment or the sale of purchase or exchange of goods worth in excess of $20.0 million, (v) with any distributor or sales contractor for Parent's products, (vi) providing for any joint venture or partnership, (vii) with E.I. du Pont de Nemours and Company or The Dupont Merck Pharmaceutical Company or any of its Subsidiaries or (viii) containing any provision or covenant materially limiting the ability of Parent or its Subsidiaries or any of its or their Affiliates to sell any products of or to any other Person, engage in any line of business or compete with or to obtain products or services from any Person or materially limiting the ability of any Person to provide products or services to Parent or any of its Subsidiaries or Affiliates (collectively, the "Parent Material Contracts"). Parent has previously provided the Company with ------------------------- true and correct copies of each of the Parent Material Contracts, as in effect on the date of this AgreementCompany. Except as disclosed in the Company SEC Documents filed prior to the date of this Agreement or in Schedule 2.8(b3.8(a) hereto, as of the Parent Disclosure Scheduledate hereof there is no contract or agreement that is material to the business, the execution and delivery financial condition or results of operations of the Transaction Agreements do notCompany and its Subsidiaries, and taken as a whole. Except as set forth in the Company SEC Documents filed prior to the date of this Agreement or in Schedule 3.8(b) hereto, no event of default or event that, but for the giving of notice or the lapse of time or both, would constitute an event of default exists or, upon the consummation by the Company of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof by this Agreement, will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of any benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Parent or any of its Subsidiaries under, exist under any indenture, mortgage, loan agreement, note or other agreement or instrument for borrowed money, any guarantee of any agreement or instrument for borrowed money or any lease, contractual license or other contract, agreement or instrument to which Parent the Company or any of its Subsidiaries is a party or by which Parent the Company or any of its Subsidiaries such Subsidiary is bound or to which any of the properties, assets or operations of Parent the Company or any of its Subsidiaries such Subsidiary is subject, other than such conflicts, violations, breaches, defaults, rights or liens as would notany defaults that, individually or in the aggregate, would not have a Material Adverse Effect on Parentthe Company. As used in this Agreement, "Knowledge of Parentthe Company" means the ------------------- actual knowledge of any knowledge, after due inquiry, of the Chief Executive Officer, Chief Operating Officer, Officer and the Chief Financial Officer, General Counsel of Parent or Senior Vice President-Research and Development.

Permits and Compliance. (a) Each of Parent and its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity ("Permits") necessary for it Parent or any of its Subsidiaries to own, lease and operate its properties or ------- to carry on its business as it is now being conducted (the "Parent Permits"), -------------- except where the failure to have any of the Parent Permits would notPermits, individually or in the aggregate, have has not had, and would not reasonably be expected to have, a Material Adverse Effect on Parent, and, as of the date of this Agreement, no suspension or cancellation of any of the Parent Permits is pending or, to the Knowledge of Parent (as hereinafter defined), threatened, except where the suspension or cancellation of any of the Parent Permits would notPermits, individually or in the aggregate, have has not had, and would not reasonably be expected to have, a Material Adverse Effect on Parent; provided that no representation is being made by the -------- ---- Company in this sentence with respect to any investigational new drug application (an "IND") or new drug application (an "NDA") of . Neither Parent filed with --- --- the FDA (which are the subject of Section 2.13 hereof). None of Parent or nor any of its Subsidiaries is in violation of (A) its charter, by-laws or other organizational documents, (B) any applicable law, ordinance, administrative or governmental rule or regulation or (C) any order, decree or judgment of any Governmental Entity having jurisdiction over Parent or any of its Subsidiaries, except, in the case of clauses (A), (B) and (C), for any violations that, individually or in the aggregate, have not had, and would not have reasonably be expected to have, a Material Adverse Effect on Parent. (b) Schedule 2.8(b) of . Except as disclosed in the Parent Disclosure Schedule contains a true and complete list of all written agreements (i) that would be required SEC Documents filed prior to be listed as exhibits to a registration statement of Parent on Form S-1 under the rules and regulations of the SEC if such registration statement were filed on the date of this Agreement, (ii) relating as of the date hereof, there is no contract or agreement that is material to indebtedness for money borrowed by the business, properties, results of operations or financial condition of Parent or any of and its Subsidiaries, whichtaken as a whole. No event of default or event that, individually or in the aggregate, represent an amount greater than $1.0 million, excluding trade credit or payables arising in the ordinary course of business, (iii) creating any guarantee arrangement or other agreement to be liable but for the obligations giving of a Person other than Parent or any of its wholly owned Subsidiaries, (iv) providing for payment notice or the receipt of payment or the sale of purchase or exchange of goods worth in excess of $20.0 million, (v) with any distributor or sales contractor for Parent's products, (vi) providing for any joint venture or partnership, (vii) with E.I. du Pont de Nemours and Company or The Dupont Merck Pharmaceutical Company or any of its Subsidiaries or (viii) containing any provision or covenant materially limiting the ability of Parent or its Subsidiaries or any of its or their Affiliates to sell any products of or to any other Person, engage in any line of business or compete with or to obtain products or services from any Person or materially limiting the ability of any Person to provide products or services to Parent or any of its Subsidiaries or Affiliates (collectively, the "Parent Material Contracts"). Parent has previously provided the Company with ------------------------- true and correct copies of each of the Parent Material Contracts, as in effect on the date of this Agreement. Except as disclosed in Schedule 2.8(b) of the Parent Disclosure Schedule, the execution and delivery of the Transaction Agreements do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, time or both) under, or give to others a right would constitute an event of termination, cancellation or acceleration of any obligation or the loss of any benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Parent or any of its Subsidiaries under, default exists under any indenture, mortgage, loan agreement, note or other agreement or instrument for borrowed money, any guarantee of any agreement or instrument for borrowed money or any lease, contractual license or other contract, agreement or instrument to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries such Subsidiary is bound or to which any of the properties, assets or operations of Parent or any of its Subsidiaries such Subsidiary is subject, other than such conflicts, violations, breaches, defaults, rights or liens as would notany defaults that, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Material Adverse Effect on Parent. As used in For purposes of this Agreement, the term "Knowledge of ParentKnowledge" when used with respect to Parent means the ------------------- actual knowledge of any the senior executive officers of the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, General Counsel of Parent or Senior Vice President-Research and DevelopmentParent.

Permits and Compliance. (a) Each of the Parent Companies and its their respective Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity ("Permits") necessary for it the Parent Companies or any of their Subsidiaries to own, lease and operate its properties or ------- to carry on its business as it is now being conducted (the "Parent Permits"), -------------- except where the failure to have any of the Parent Permits would notPermits, individually or in the aggregate, have has not had, and would not reasonably be expected to have, a Material Adverse Effect on Parentthe Parent Companies, and, as of the date of this Agreement, no suspension or cancellation of any of the Parent Permits is pending or, to the Knowledge of the Parent Companies (as hereinafter defined), threatened, except where the suspension or cancellation of any of the Parent Permits would notPermits, individually or in the aggregate, have has not had, and would not reasonably be expected to have, a Material Adverse Effect on Parent; provided that no representation is being made by the -------- ---- Company in this sentence with respect to any investigational new drug application (an "IND") or new drug application (an "NDA") of Parent filed with --- --- the FDA (which are the subject of Section 2.13 hereof)Companies. None of the Parent Companies or any of its their Subsidiaries is in violation of (A) its their respective charter, by-laws or other organizational documents, (B) any applicable law, ordinance, administrative or governmental rule or regulation or (C) any order, decree or judgment of any Governmental Entity having jurisdiction over the Parent Companies or any of its their Subsidiaries, except, in the case of clauses (A), (B) and (C), for any violations that, individually or in the aggregate, have not had, and would not have reasonably be expected to have, a Material Adverse Effect on Parent. (b) Schedule 2.8(b) of the Parent Disclosure Schedule contains a true and complete list of all written agreements (i) that would be required Companies. Except as disclosed in the Parent SEC Documents filed prior to be listed as exhibits to a registration statement of Parent on Form S-1 under the rules and regulations of the SEC if such registration statement were filed on the date of this Agreement, (ii) relating as of the date hereof, there is no contract or agreement that is material to indebtedness for money borrowed by Parent or any of its Subsidiaries, which, individually or in the aggregate, represent an amount greater than $1.0 million, excluding trade credit or payables arising in the ordinary course of business, (iii) creating any guarantee arrangement properties, results of operations or other agreement to be liable for the obligations of a Person other than Parent or any of its wholly owned Subsidiaries, (iv) providing for payment or the receipt of payment or the sale of purchase or exchange of goods worth in excess of $20.0 million, (v) with any distributor or sales contractor for Parent's products, (vi) providing for any joint venture or partnership, (vii) with E.I. du Pont de Nemours and Company or The Dupont Merck Pharmaceutical Company or any of its Subsidiaries or (viii) containing any provision or covenant materially limiting the ability of Parent or its Subsidiaries or any of its or their Affiliates to sell any products of or to any other Person, engage in any line of business or compete with or to obtain products or services from any Person or materially limiting the ability of any Person to provide products or services to Parent or any of its Subsidiaries or Affiliates (collectively, the "Parent Material Contracts"). Parent has previously provided the Company with ------------------------- true and correct copies of each financial condition of the Parent Material ContractsCompanies and their Subsidiaries, taken as a whole. Except as set forth in effect on the Parent SEC Documents or Section 2.8 of the Parent Letter, prior to the date of this Agreement. Except as disclosed in Schedule 2.8(b) , no event of default or event that, but for the giving of notice or the lapse of time or both, would constitute an event of default exists or, upon the consummation by the Parent Disclosure Schedule, the execution and delivery of the Transaction Agreements do not, and the consummation Companies of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof by this Agreement, will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of any benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Parent or any of its Subsidiaries under, exist under any indenture, mortgage, loan agreement, note or other agreement or instrument for borrowed money, any guarantee of any agreement or instrument for borrowed money or any lease, contractual license or other contract, agreement or instrument to which the Parent Companies or any of its their Subsidiaries is a party or by which the Parent Companies or any of its Subsidiaries such Subsidiary is bound or to which any of the properties, assets or operations of the Parent Companies or any of its Subsidiaries such Subsidiary is subject, other than such conflicts, violations, breaches, defaults, rights or liens as would notany defaults that, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Material Adverse Effect on Parentthe Parent Companies. As used in For purposes of this Agreement, the term "Knowledge of ParentKnowledge" when used with respect to the Parent Companies means the ------------------- actual knowledge of any the individuals identified in Section 2.8 of the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, General Counsel of Parent or Senior Vice President-Research and DevelopmentLetter.

Permits and Compliance. (a) Each of Parent and its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity ("Permits") necessary for it to own, lease and operate its properties or ------- to carry on its business as it is now being conducted (the "Parent Permits"), -------------- except where the failure to have any of the Parent Permits would not, individually or in the aggregate, have a Material Adverse Effect on Parent, and, as of the date of this Agreement, no suspension or cancellation of any of the Parent Permits is pending or, to the Knowledge of Parent (as hereinafter defined), threatened, except where the suspension or cancellation of any of the Parent Permits would not, individually or in the aggregate, have a Material Adverse Effect on Parent; provided that no representation is being made by the -------- ---- Company in this sentence with respect to any investigational new drug application (an "IND") or new drug application (an "NDA") of Parent filed with --- --- the FDA (which are the subject of Section 2.13 hereof). None of Parent or any of its Subsidiaries is in violation of (A) its charter, by-laws or other organizational documents, (B) any applicable law, ordinance, administrative or governmental rule or regulation or (C) any order, decree or judgment of any Governmental Entity having jurisdiction over Parent or any of its Subsidiaries, except, in the case of clauses (B) and (C), for any violations that, individually or in the aggregate, would not have a Material Adverse Effect on Parent. (b) Schedule 2.8(b) of the Parent Disclosure Schedule contains a true and complete list of all written agreements (i) that would be required to be listed as exhibits to a registration statement of Parent on Form S-1 under the rules and regulations of the SEC if such registration statement were filed on the date of this Agreement, (ii) relating to indebtedness for money borrowed by Parent or any of its Subsidiaries, which, individually or in the aggregate, represent an amount greater than $1.0 million, excluding trade credit or payables arising in the ordinary course of business, (iii) creating any guarantee arrangement or other agreement to be liable for the obligations of a Person other than Parent or any of its wholly owned Subsidiaries, (iv) providing for payment or the receipt of payment or the sale of purchase or exchange of goods worth in excess of $20.0 million, (v) with any distributor or sales contractor for Parent's products, (vi) providing for any joint venture or partnership, (vii) with E.I. du Pont de Nemours and Company or The Dupont Merck Pharmaceutical Company or any of its Subsidiaries or (viii) containing any provision or covenant materially limiting the ability of Parent or its Subsidiaries or any of its or their Affiliates to sell any products of or to any other Person, engage in any line of business or compete with or to obtain products or services from any Person or materially limiting the ability of any Person to provide products or services to Parent or any of its Subsidiaries or Affiliates (collectively, the "Parent Material Contracts"). Parent has previously provided the Company with ------------------------- true and correct copies of each of the Parent Material Contracts, as in effect on the date of this Agreement. Except as disclosed in Schedule 2.8(b) of the Parent Disclosure Schedule, the execution and delivery of the Transaction Agreements do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of any benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Parent or any of its Subsidiaries under, any indenture, mortgage, loan agreement, note or other agreement or instrument for borrowed money, any guarantee of any agreement or instrument for borrowed money or any lease, contractual license or other contract, agreement or instrument to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries is bound or to which any of the properties, assets or operations of Parent or any of its Subsidiaries is subject, other than such conflicts, violations, breaches, defaults, rights or liens as would not, individually or in the aggregate, have a Material Adverse Effect on Parent. As used in this Agreement, "Knowledge of Parent" means the ------------------- actual knowledge of any of the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, General Counsel of Parent or Senior Vice President-Research and Development.

Permits and Compliance. (a) Each of Parent the Company and its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity ("Permits") necessary for it the Company or any of its Subsidiaries to own, lease and operate its properties or ------- to carry on its business as it is now being conducted (the "Parent Company Permits"), -------------- except where the failure to have any of the Parent Company Permits would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect on Parent, and, as of the date of this Agreement, no Company. No suspension or cancellation of any of the Parent Company Permits is pending or, to the Knowledge of Parent (as hereinafter defined)the Company, threatened, except where the suspension or cancellation of any of the Parent Company Permits would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect on Parent; provided that no representation is being made by the -------- ---- Company. (b) Except as otherwise set forth in Section 4.9 of the Company in this sentence with respect to any investigational new drug application (an "IND") or new drug application (an "NDA") of Parent filed with --- --- Letter, neither the FDA (which are the subject of Section 2.13 hereof). None of Parent or Company nor any of its Subsidiaries is in violation of (Ai) its charter, by-laws bylaws or other organizational documents, (Bii) any applicable law, ordinance, administrative or governmental rule or regulation regulation, or (Ciii) any order, decree or judgment of any Governmental Entity having jurisdiction over Parent the Company or any of its Subsidiaries, except, in the case of clauses (Bii) and (Ciii), for any violations that, individually or in the aggregate, that would not reasonably be expected to have a Material Adverse Effect on Parentthe Company. (bc) Schedule 2.8(b) Except as otherwise set forth in Section 4.9 of the Parent Disclosure Schedule contains a true and complete list Company Letter, no event of all written agreements (i) that would be required to be listed as exhibits to a registration statement of Parent on Form S-1 under default by the rules and regulations of the SEC if such registration statement were filed on the date of this Agreement, (ii) relating to indebtedness for money borrowed by Parent or any of its Subsidiaries, which, individually or in the aggregate, represent an amount greater than $1.0 million, excluding trade credit or payables arising in the ordinary course of business, (iii) creating any guarantee arrangement or other agreement to be liable for the obligations of a Person other than Parent or any of its wholly owned Subsidiaries, (iv) providing for payment or the receipt of payment or the sale of purchase or exchange of goods worth in excess of $20.0 million, (v) with any distributor or sales contractor for Parent's products, (vi) providing for any joint venture or partnership, (vii) with E.I. du Pont de Nemours and Company or The Dupont Merck Pharmaceutical Company or any of its Subsidiaries or (viii) containing any provision or covenant materially limiting or, to the ability Knowledge of Parent or its Subsidiaries or any of its or their Affiliates to sell any products of or to the Company, any other Personparty, engage in any line or event that, but for the giving of business notice or compete with the lapse of time or to obtain products or services from any Person or materially limiting both, would constitute an event of default by the ability of any Person to provide products or services to Parent Company or any of its Subsidiaries or Affiliates (collectivelyor, to the "Parent Material Contracts"). Parent has previously provided Knowledge of the Company, any other party exists or, upon the consummation by the Company with ------------------------- true and correct copies of each of the Parent Material Contracts, as in effect on the date of this Agreement. Except as disclosed in Schedule 2.8(b) of the Parent Disclosure Schedule, the execution and delivery of the Transaction Agreements do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof by this Agreement, will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of any benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Parent or any of its Subsidiaries under, exist under any indenture, mortgage, loan agreement, note or other agreement or instrument for borrowed money, any guarantee of any agreement or instrument for borrowed money or any lease, contractual license or other contract, agreement or instrument to which Parent the Company or any of its Subsidiaries is a party or by which Parent the Company or any of its Subsidiaries such Subsidiary is bound or to which any of the properties, assets or operations of Parent the Company or any of its Subsidiaries such Subsidiary is subject, other than such conflicts, violations, breaches, defaults, rights or liens as any defaults that would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect on Parent. As used in this Agreement, "Knowledge of Parent" means the ------------------- actual knowledge of any of the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, General Counsel of Parent or Senior Vice President-Research and DevelopmentCompany.

Permits and Compliance. (a) Each of Parent and its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity ("Permits") necessary for it Parent or any of its Subsidiaries to own, lease and operate its properties or ------- to carry on its business as it is now being conducted (the "Parent Permits"), -------------- except where the failure to have any of the Parent Permits would not, individually or in the aggregate, have a Material Adverse Effect on Parent, and, as of the date of this Agreement, no suspension or cancellation of any of the Parent Permits is pending or, to the Knowledge of Parent (as hereinafter defineddefined herein), threatened, except where the suspension or cancellation of any of the Parent Permits would not, individually or in the aggregate, have a Material Adverse Effect on Parent; provided that no representation is being made by the -------- ---- Company in this sentence with respect to any investigational new drug application (an "IND") or new drug application (an "NDA") of . Neither Parent filed with --- --- the FDA (which are the subject of Section 2.13 hereof). None of Parent or nor any of its Subsidiaries is in violation of (A) its charter, by-laws or other organizational documents, (B) any applicable law, ordinance, administrative or governmental rule or regulation or (C) any order, decree or judgment of any Governmental Entity having jurisdiction over Parent or any of its Subsidiaries, except, in the case of clauses (A) (as to Parent's Subsidiaries only), (B) and (C), for any violations that, individually or in the aggregate, would not have a Material Adverse Effect on Parent. (b) Schedule 2.8(b) of . Except as disclosed in the Parent Disclosure Schedule contains a true and complete list of all written agreements (i) that would be required SEC Documents filed prior to be listed as exhibits to a registration statement of Parent on Form S-1 under the rules and regulations of the SEC if such registration statement were filed on the date of this Agreement, (ii) relating as of the date hereof, there is no contract or agreement that is material to indebtedness for money borrowed by the business, financial condition or results of operations of Parent or any of and its Subsidiaries, which, individually or taken as a whole. Except as set forth in the aggregate, represent an amount greater than $1.0 million, excluding trade credit or payables arising in the ordinary course of business, (iii) creating any guarantee arrangement or other agreement Parent SEC Documents filed prior to be liable for the obligations of a Person other than Parent or any of its wholly owned Subsidiaries, (iv) providing for payment or the receipt of payment or the sale of purchase or exchange of goods worth in excess of $20.0 million, (v) with any distributor or sales contractor for Parent's products, (vi) providing for any joint venture or partnership, (vii) with E.I. du Pont de Nemours and Company or The Dupont Merck Pharmaceutical Company or any of its Subsidiaries or (viii) containing any provision or covenant materially limiting the ability of Parent or its Subsidiaries or any of its or their Affiliates to sell any products of or to any other Person, engage in any line of business or compete with or to obtain products or services from any Person or materially limiting the ability of any Person to provide products or services to Parent or any of its Subsidiaries or Affiliates (collectively, the "Parent Material Contracts"). Parent has previously provided the Company with ------------------------- true and correct copies of each of the Parent Material Contracts, as in effect on the date of this Agreement. Except as disclosed in Schedule 2.8(b) , no event of default or event that, but for the Parent Disclosure Schedulegiving of notice or the lapse of time or both, the execution and delivery would constitute an event of the Transaction Agreements do notdefault exists or, and upon the consummation by Parent of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof by this Agreement, will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of any benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Parent or any of its Subsidiaries under, exist under any indenture, mortgage, loan agreement, note or other agreement or instrument for borrowed money, any guarantee of any -12- agreement or instrument for borrowed money or any lease, contractual license or other contract, agreement or instrument to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries such Subsidiary is bound or to which any of the properties, assets or operations of Parent or any of its Subsidiaries such Subsidiary is subject, other than such conflicts, violations, breaches, defaults, rights or liens as would notany defaults that, individually or in the aggregate, would not have a Material Adverse Effect on Parent. As used in this Agreement, "Knowledge of Parent" means the ------------------- actual knowledge of any knowledge, after due inquiry, of the Chief Executive Officer, Chief Operating Officer, Officer and Chief Financial Officer, General Counsel Officer of Parent or Senior Vice President-Research and Developmentthe Parent.

Permits and Compliance. (a) Each of Parent and its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity ("Permits") necessary for it Parent or any of its Subsidiaries to own, lease and operate its properties or ------- to carry on its business as it is now being conducted (the "Parent Permits"), -------------- except where the failure to have any of the Parent Permits would not, individually or in the aggregate, have a Material Adverse Effect on Parent, and, as of the date of this Agreement, no suspension or cancellation of any of the Parent Permits is pending or, to the Knowledge of Parent (as hereinafter defineddefined herein), threatened, except where the suspension or cancellation of any of the Parent Permits would not, individually or in the aggregate, have a Material Adverse Effect on Parent; provided that no representation is being made by the -------- ---- Company in this sentence with respect to any investigational new drug application (an "IND") or new drug application (an "NDA") of . Neither Parent filed with --- --- the FDA (which are the subject of Section 2.13 hereof). None of Parent or nor any of its Subsidiaries is in violation of (A) its charter, by-laws or other organizational documents, (B) any applicable law, ordinance, administrative or governmental rule or regulation or (C) any order, decree or judgment of any Governmental Entity having jurisdiction over Parent or any of its Subsidiaries, except, in the case of clauses (A), (B) and (C), for any violations that, individually or in the aggregate, would not have a Material Adverse Effect on Parent. (b) Schedule 2.8(b) of . Except as disclosed in the Parent Disclosure Schedule contains a true and complete list of all written agreements (i) that would be required SEC Documents filed prior to be listed as exhibits to a registration statement of Parent on Form S-1 under the rules and regulations of the SEC if such registration statement were filed on the date of this Agreement, (ii) relating there is no contract or agreement that is material to indebtedness for money borrowed by the business, financial condition or results of operations of Parent or any of and its Subsidiaries, which, individually or taken as a whole. Except as set forth in the aggregateParent SEC Documents, represent an amount greater than $1.0 million, excluding trade credit or payables arising in the ordinary course of business, (iii) creating any guarantee arrangement or other agreement prior to be liable for the obligations of a Person other than Parent or any of its wholly owned Subsidiaries, (iv) providing for payment or the receipt of payment or the sale of purchase or exchange of goods worth in excess of $20.0 million, (v) with any distributor or sales contractor for Parent's products, (vi) providing for any joint venture or partnership, (vii) with E.I. du Pont de Nemours and Company or The Dupont Merck Pharmaceutical Company or any of its Subsidiaries or (viii) containing any provision or covenant materially limiting the ability of Parent or its Subsidiaries or any of its or their Affiliates to sell any products of or to any other Person, engage in any line of business or compete with or to obtain products or services from any Person or materially limiting the ability of any Person to provide products or services to Parent or any of its Subsidiaries or Affiliates (collectively, the "Parent Material Contracts"). Parent has previously provided the Company with ------------------------- true and correct copies of each of the Parent Material Contracts, as in effect on the date of this Agreement. Except as disclosed in Schedule 2.8(b) , no event of default or event that, but for the Parent Disclosure Schedule, the execution and delivery giving of the Transaction Agreements do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, result in any violation of, or breach or default (with or without due notice or the lapse of time, time or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of any benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Parent or any of its Subsidiaries under, any indenture, mortgage, loan agreement, note or other agreement or instrument for borrowed money, any guarantee of any agreement or instrument for borrowed money or any lease, contractual license or other contract, agreement or instrument to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries is bound or to which any of the properties, assets or operations of Parent or any of its Subsidiaries is subject, other than such conflicts, violations, breaches, defaults, rights or liens as would not, individually or in the aggregate, have a Material Adverse Effect on Parent. As used in this Agreement, "Knowledge of Parent" means the ------------------- actual knowledge of any of the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, General Counsel of Parent or Senior Vice President-Research and Development.would

Permits and Compliance. (a) Each of Parent the Company and its Subsidiaries Subsidiaries, and the Company Venture, is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity ("Permits") Permits necessary for it the Company or any of its Subsidiaries, and the Company Venture, to own, sell, lease and operate its properties or ------- to carry on its business as it is now being conducted (the "Parent Company Permits"), -------------- except where the failure to have any of the Parent Permits would notCompany Permits, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Parentthe Company, and, as of the date of this Agreement, no suspension or cancellation of any of the Parent Company Permits is pending or, to the Knowledge of Parent the Company (as hereinafter defined), threatened, except where the suspension or cancellation of any of the Parent Permits would notCompany Permits, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Parent; provided that no representation is being made by the -------- ---- Company. Neither the Company in this sentence with respect to any investigational new drug application (an "IND") or new drug application (an "NDA") of Parent filed with --- --- the FDA (which are the subject of Section 2.13 hereof). None of Parent or nor any of its Subsidiaries Subsidiaries, nor the Company Venture, is in violation of (Ai) its charter, by-laws or other organizational documents, (Bii) any applicable law, ordinance, administrative or governmental rule or regulation (including the Federal Trade Commission Act, the Truth-in-Lending Act and Regulation Z promulgated thereunder, the Equal Credit Opportunity Act and Regulation B promulgated thereunder, the Interstate Land Sales Full Disclosure Act, the Civil Rights Acts of 1964 and 1968, Environmental Laws (as hereinafter defined), federal and state telemarketing laws, state time share laws, state securities laws applicable to the sale or offer of vacation ownership interests ("VOIs"), and seller of travel or travel agency laws) or (Ciii) any order, decree or judgment of any Governmental Entity having jurisdiction over Parent the Company or any of its Subsidiaries, or the Company Venture, except, in the case of clauses (Bi), (ii) and (Ciii), for any violations that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Parent. (b) Schedule 2.8(b) of the Parent Disclosure Schedule contains a true and complete list of all written agreements (i) that would be required to be listed as exhibits to a registration statement of Parent on Form S-1 under the rules and regulations of the SEC if such registration statement were filed on the date of this Agreement, (ii) relating to indebtedness for money borrowed by Parent or any of its Subsidiaries, which, individually or in the aggregate, represent an amount greater than $1.0 million, excluding trade credit or payables arising in the ordinary course of business, (iii) creating any guarantee arrangement or other agreement to be liable for the obligations of a Person other than Parent or any of its wholly owned Subsidiaries, (iv) providing for payment or the receipt of payment or the sale of purchase or exchange of goods worth in excess of $20.0 million, (v) with any distributor or sales contractor for Parent's products, (vi) providing for any joint venture or partnership, (vii) with E.I. du Pont de Nemours and Company or The Dupont Merck Pharmaceutical Company or any of its Subsidiaries or (viii) containing any provision or covenant materially limiting the ability of Parent or its Subsidiaries or any of its or their Affiliates to sell any products of or to any other Person, engage in any line of business or compete with or to obtain products or services from any Person or materially limiting the ability of any Person to provide products or services to Parent or any of its Subsidiaries or Affiliates (collectively, the "Parent Material Contracts"). Parent has previously provided the Company with ------------------------- true and correct copies of each of the Parent Material Contracts, as in effect on the date of this AgreementCompany. Except as disclosed in Schedule 2.8(bthe Company SEC Documents filed prior to the date of this Agreement or in Section 3.8 of the Company Letter, and except for contracts or agreements entered into after the date hereof, not in violation of this Agreement, there is no contract or agreement that is material to the business, properties, results of operations or condition (financial or otherwise) of the Parent Disclosure Schedule, the execution Company and delivery of the Transaction Agreements do notits Subsidiaries, and the Company Venture, taken as a whole. Except as set forth in the Company SEC Documents or Section 3.8 of the Company Letter, no event of default or event that, but for the giving of notice or the lapse of time or both, would constitute an event of default exists or, upon the consummation by the Company of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof by this Agreement, will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of any benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Parent or any of its Subsidiaries under, exist under any indenture, mortgage, loan agreement, note or other agreement or instrument for borrowed money, any guarantee of any agreement or instrument for borrowed money or any lease, contractual license or other contract, agreement or instrument to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries is bound or to which any of the properties, assets or operations of Parent or any of its Subsidiaries is subject, other than such conflicts, violations, breaches, defaults, rights or liens as would not, individually or in the aggregate, have a Material Adverse Effect on Parent. As used in this Agreement, "Knowledge of Parent" means the ------------------- actual knowledge of any of the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, General Counsel of Parent or Senior Vice President-Research and Development.or