Common use of Permits and Compliance Clause in Contracts

Permits and Compliance. (a) The Company is in possession of all Permits necessary for it to own, lease and operate its properties or to carry on its business as it is now being conducted (the "Company Permits"), except where the failure to have any of the --------------- Company Permits would not, individually or in the aggregate, have a Material Adverse Effect on the Company, and, as of the date of this Agreement, no suspension or cancellation of any of the Company Permits is pending or, to the Knowledge of the Company (as hereinafter defined), threatened, except where the suspension or cancellation of any of the Company Permits would not, individually or in the aggregate, have a Material Adverse Effect on the Company; provided -------- that no representation is being made by the Company in this sentence with ---- respect to any IND or NDA of the Company filed with the FDA (which are the subject of Section 3.13 hereof). The Company is not in violation of (A) the Company Charter or the Company By-Laws, (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 Company, 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 the Company. (b) Except as disclosed in the Company SEC Documents filed prior to the date of this Agreement or in Schedule 3.8(a) of the Company Disclosure Schedule, as of the date of this Agreement, there is no contract or agreement that is material to the business, financial condition or results of operations of the Company. Except as set forth in the Company SEC Documents filed prior to the date of this Agreement or in Schedule 3.8(b) of the Company 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 the Company 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 Company is a party or by which the Company is bound or to which any of the properties, assets or operations of the Company 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 the Company. As used in this Agreement "Knowledge of the Company" means the actual knowledge ------------------------ of any of the Chief Executive Officer, the Chief Financial Officer, the General Counsel of the Company or Executive Vice President, Research and Development.

Permits and Compliance. (a) The Each of the Company and its Subsidiaries is in possession of all Permits necessary for it to own, lease and operate its properties or to carry on its business as it is now being conducted (the "Company Permits"), except where the failure to have any of the --------------- Company Permits would not, individually or in the aggregate, have a Material Adverse Effect on the Company, and, as of the date of this Agreement, no suspension or cancellation of any of the Company Permits is pending or, to the Knowledge of the Company (as hereinafter defined), threatened, except where the suspension or cancellation of any of the Company Permits would not, individually or in the aggregate, have a Material Adverse Effect on the Company; provided -------- that no representation is being made by the Company in this sentence with ---- respect to any IND or NDA . None of the Company filed with the FDA (which are the subject or any of Section 3.13 hereof). The Company its Subsidiaries is not in violation of (A) the Company Charter its certificate, by-laws or the Company By-Lawsother 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 CompanyCompany 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 the Company. (b) . Except as disclosed in the Company SEC Documents filed prior to the date of this Agreement or in Schedule 3.8(a) of the Company Disclosure ScheduleLetter, as of the date of this Agreement, hereof there is no contract or agreement that is material to the business, financial condition or results of operations of the CompanyCompany and its Subsidiaries, 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) of the Company 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 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 the Company 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 Company or any of its Subsidiaries is a party or by which the Company or any such Subsidiary is bound or to which any of the properties, assets or operations of the Company or any 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 the Company. As used in this Agreement "Knowledge of the Company" means the actual knowledge ------------------------ of any of the Chief Executive Officer, the Chief Financial Operating Officer, the Chief Financial Officer or the General Counsel of the Company or Executive Vice President, Research and DevelopmentCompany.

Permits and Compliance. (a) The Each of the Company and its Subsidiaries is in possession of all Permits franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity 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 "Company Permits"), except where the failure to have any of the --------------- Company Permits would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company, and, as . To the Knowledge of the date Company, neither the Company nor any of this Agreementits Subsidiaries has or is required to have any authorizations, no licenses or permits issued by the Federal Communications Commission. No suspension or cancellation of any of the Company Permits is pending or, to the Knowledge of the Company (as hereinafter defined), threatened, except where the suspension or cancellation of any of the Company Permits would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company; provided -------- that no representation is being made by . (b) Neither the Company in this sentence with ---- respect to nor any IND or NDA of the Company filed with the FDA (which are the subject of Section 3.13 hereof). The Company its Subsidiaries is not in violation of (Ai) the Company Charter its charter, by-laws or the Company By-Lawsother 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 the CompanyCompany or any of its Subsidiaries, except, in the case of clauses (Bi), (ii) and (Ciii), for any violations that, individually or in the aggregate, would reasonably be expected to not have a Material Adverse Effect on the Company. (bc) Except as disclosed in the Company SEC Documents filed prior to the date of this Agreement or in Schedule 3.8(a) of the Company Disclosure Schedule, as of the date of this Agreement, there is no contract or agreement that is material to the business, financial condition or results of operations of the Company. Except as set forth in the Company SEC Documents filed prior to the date of this Agreement or in Schedule 3.8(b) the Draft Form 10-Q, no event of default by the Company or any of its Subsidiaries or, to the Knowledge of the Company, any other party, or event that, but for the giving of notice or the lapse of time or both, would constitute an event of default by the Company Disclosure Scheduleor any of its Subsidiaries or, to the execution and delivery Knowledge of the Transaction Agreements do notCompany, and any other party 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 the Company 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 Company or any of its Subsidiaries is a party or by which the Company or any such Subsidiary is bound or to which any of the properties, assets or operations of the Company or any 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 reasonably be expected to not have a Material Adverse Effect on the Company. As used in this Agreement "Knowledge of the Company" means the actual knowledge ------------------------ of any of the Chief Executive Officer, the Chief Financial Officer, the General Counsel of the Company or Executive Vice President, Research and Development.

Permits and Compliance. (a) The Except as disclosed in the Company SEC Documents filed before the date hereof, each of the Company and its Subsidiaries is in possession of all Permits franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity 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 "Company Permits"), except where the failure to have any of the --------------- Company Permits would not, individually or in the aggregate, have a Material Adverse Effect on the Company, and, . Except as of disclosed in the Company SEC Documents filed before the date of this Agreementhereof, no suspension or cancellation of neither the Company nor any of the Company Permits its Subsidiaries is pending or, to the Knowledge of the Company (as hereinafter defined), threatened, except where the suspension or cancellation of any of the Company Permits would not, individually or in the aggregate, have a Material Adverse Effect on the Company; provided -------- that no representation is being made by the Company in this sentence with ---- respect to any IND or NDA of the Company filed with the FDA (which are the subject of Section 3.13 hereof). The Company is not in violation of (A) the Company Charter charter, by-laws or other organizational documents of the Company By-Lawsor any of its Significant Subsidiaries, (B) the charter, by-laws or other organizational documents of any Subsidiary that is not a Significant Subsidiary, (C) any applicable law, ordinance, administrative or governmental rule or regulation or (CD) any order, decree or judgment of any Governmental Entity having jurisdiction over the CompanyCompany or any of its Subsidiaries, except, in the case of clauses (B) and ), (C) or (D), for any violations that, individually or in the aggregate, would not have a Material Adverse Effect on the Company. (b) Except Section 3.8 of the Company Letter contains, as of the date hereof, each contract or agreement that would be required to be filed by the Company as a material contract pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act if the Company were filing an annual report on 10-K. The material contracts disclosed in Section 3.8 of the Company Letter are in full force and effect, as of the date hereof, except as otherwise expressly stated in the Company SEC Documents filed prior to the date of this Agreement or in Schedule 3.8(a) Section 3.8 of the Company Disclosure Schedule, Letter. Except as set forth in Section 3.8 of the date Company Letter, neither the Company nor any of this Agreementits Subsidiaries is a party to or bound by any agreement evidencing, there is no contract or agreement that is material guarantee relating to, indebtedness for borrowed money to the business, financial condition or results of operations extent the aggregate principal amount outstanding thereunder exceeds $10,000,000. To the knowledge of the Company, Section 3.8 of the Company Letter also sets forth all agreements and contracts of the Company or any of its Subsidiaries (i) that both (A) are not client contracts and (B) purport to limit, curtail or restrict the ability of the Company or any of its Subsidiaries or affiliates to compete in any geographic area or line of business or (ii) that both (A) are client contracts and (B) from and after the Closing would, by their own terms, purport to restrict, in any material respect, the continuation of the current conduct of the businesses of Parent and its Subsidiaries, as described in the Parent SEC Documents filed before the date hereof. Except as set forth in the Company SEC Documents filed prior to the date of this Agreement or as disclosed in Schedule 3.8(b) Section 3.8 of the Company 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 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 the Company 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 Company or any of its Subsidiaries is a party or by which the Company or any such Subsidiary is bound or to which any of the properties, assets or operations of the Company or any 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 the Company. As used in this Agreement "Knowledge of the Company" means the actual knowledge ------------------------ of any of the Chief Executive Officer, the Chief Financial Officer, the General Counsel of the Company or Executive Vice President, Research and Development.

Permits and Compliance. (a) The Each of the Company and its Subsidiaries is in possession of all Permits franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity 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 (collectively, the "Company Permits"), except where the failure to have any of the --------------- Company Permits would not, individually or in the aggregate, have a Material Adverse Effect on the Company, and, as of the date of this Agreement, no suspension or cancellation of any of the Company Permits is pending or, to the "Knowledge of the Company Company" (as hereinafter defineddefined in this Section 3.8), threatened, except where the suspension or cancellation of any of the Company Permits would not, individually or in the aggregate, have a Material Adverse Effect on the Company; provided -------- that no representation is being made by . Neither the Company nor any of its Subsidiaries is in this sentence with ---- respect to any IND default or NDA of the Company filed with the FDA (which are the subject of Section 3.13 hereof). The Company is not in violation of (A) the Company Charter its charter, bylaws or the Company By-Lawsother organizational documents, (B) any applicable law, ordinance, administrative or governmental rule or regulation or regulation, (C) any order, decree or judgment of any Governmental Entity having jurisdiction over the CompanyCompany or any of its Subsidiaries, or (D) any provisions of the rules and regulations of the Credit Card Associations, except, in the case of clauses (A), (B) and ), (C), or (D) for any violations that, individually or in the aggregate, would not have a Material Adverse Effect on the Company. (b) . Except as disclosed in the Company SEC Documents filed prior to the date of this Agreement or in Schedule 3.8(a) of the Company Disclosure Schedule3.8, as of the date of this Agreement, hereof there is no contract or agreement that is material to the business, financial condition or results of operations of the CompanyCompany and its Subsidiaries, taken as a whole. Except as set forth in the Company SEC Documents filed prior to Schedule 3.8, as of the date of this Agreement Agreement, no event of default or in Schedule 3.8(b) 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 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 the Company 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 Company or any of its Subsidiaries is a party or by which the Company or any such Subsidiary is bound or to which any of the properties, assets or operations of the Company or any 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 the Company. As used Set forth in this Agreement Schedule 3.8 is a description of any material changes to the amount and terms of the indebtedness of the Company and its Subsidiaries as described in the Company Annual Report. "Knowledge of the Company" means the actual knowledge ------------------------ of any of the Chief Executive Officer, the Chief Financial Officer, the General Counsel of the Company or Executive Vice President, Research and Developmentindividuals identified in Schedule 3.8.

Permits and Compliance. (a) The Each of the Company and its Subsidiaries is in possession of all Permits franchises, grants, authorizations, licenses, permits, charters, easements, variances, exceptions, consents, certificates, approvals and orders of any Government Authority necessary for it the Company or any of its Subsidiaries to own, lease and operate its properties or other assets or to carry on its business or operations as it is now being conducted (the "“Company Permits"”), except where the failure to have any of the --------------- Company Permits has not had and would notnot reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect on the CompanyEffect, and, as of the date of this Agreement, and no suspension or cancellation of any of the Company Permits is pending or, to the Knowledge knowledge of the Company (as hereinafter defined)Company, threatened, except where the suspension or cancellation of any of the Company Permits would not, individually or in the aggregate, have a Material Adverse Effect on the Company; provided -------- that no representation is being made by Effect. Neither the Company in this sentence with ---- respect to nor any IND or NDA of the Company filed with the FDA (which are the subject of Section 3.13 hereof). The Company its Subsidiaries is not in violation of (Ai) the Company Charter its charter, bylaws or the Company By-Laws, other organizational documents; (Bii) any applicable law, ordinance, administrative or governmental rule or regulation Applicable Law; or (Ciii) any order, decree or judgment of any Governmental Entity having jurisdiction over the CompanyOrder, except, in the case of clauses (Bii) and (Ciii), for any violations that, individually or in the aggregate, would not have a Material Adverse Effect on the Company. (b) Except as disclosed in the Company SEC Documents filed prior to the date of this Agreement or in Schedule 3.8(a) of the Company Disclosure Schedule, as of the date of this Agreement, there is no contract or agreement that is material to the business, financial condition or results of operations of the Company. Except as set forth in the Company SEC Documents filed prior to the date of this Agreement or in Schedule 3.8(b) of the Company 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 the Company 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 Company is a party or by which the Company is bound or to which any of the properties, assets or operations of the Company 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 Effect. No written or, to the Company. As used in this Agreement "Knowledge knowledge of the Company" means the actual knowledge ------------------------ , other notice of any of the Chief Executive Officer, the Chief Financial Officer, the General Counsel of such violation or non-compliance has been received by the Company or Executive Vice Presidentany of its Subsidiaries. The consummation of the Arrangement and the other Transactions, Research in and Development.of themselves, would not cause the revocation or cancellation of any such Company Permit that individually or in the aggregate would reasonably be expected to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received written or, to the knowledge of the Company, other notice that any action, demand or investigation by any Government Authority with respect to the Company or any of its Subsidiaries or any of their respective properties or assets under any Applicable Law is pending, and no suit (other than suits currently under seal), action or proceeding by any other person with respect to the Company or any of its Subsidiaries or any of their respective properties or other assets under any Applicable Law, is pending, or to the knowledge of the Company, is threatened or currently under seal, except, in each case, as individually or in the aggregate has not had and would not reasonably be expected to have a Material Adverse Effect;

Permits and Compliance. (a) The Each of the Company and its Subsidiaries is in possession of all 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 "Company Permits"), except where the failure to have any of the --------------- Company Permits would not, individually or in the aggregate, have a Material Adverse Effect on the Company, and, as of the date of this Agreement, no suspension or cancellation of any of the Company Permits is pending or, to the Knowledge of the Company (as hereinafter defined), threatened, except where the suspension or cancellation of any of the Company Permits would not, individually or in the aggregate, have a Material Adverse Effect on the Company; provided -------- that no representation is being made by . Neither the Company in this sentence with ---- respect to nor any IND or NDA of the Company filed with the FDA (which are the subject of Section 3.13 hereof). The Company its Subsidiaries is not in violation of (A) the Company Charter its articles, by-laws or the Company By-Lawsother 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 CompanyCompany 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 the Company. (b) . Except as disclosed in the Company SEC Documents filed prior to the date of this Agreement or in -21- Schedule 3.8(a) of the Company Disclosure Schedulehereto, as of the date of this Agreement, hereof there is no contract or agreement that is material to the business, financial condition or results of operations of the CompanyCompany and its Subsidiaries, 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 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 the Company 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 Company or any of its Subsidiaries is a party or by which the Company or any such Subsidiary is bound or to which any of the properties, assets or operations of the Company or any 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 the Company. As used in this Agreement "Knowledge of the Company" means the actual knowledge ------------------------ of any knowledge, after due inquiry, of the Chief Executive Officer, Officer and the Chief Financial Officer, the General Counsel of the Company or Executive Vice President, Research and Development.

Permits and Compliance. (a) The Company is in possession of all Permits franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for it the Company to own, lease and operate its properties or to carry on its business as it is now being conducted (the "Company PermitsCOMPANY PERMITS"), except where the failure to have any of the --------------- Company Permits would not, individually or in the aggregate, have a Material Adverse Effect on the Company, and, as of the date of this Agreement, and no suspension or cancellation of any of the Company Permits is pending or, to the Knowledge of the Company (as hereinafter defined), threatened, except where the suspension or cancellation of any of the Company Permits would not, individually or in the aggregate, have a Material Adverse Effect on the Company; provided -------- that no representation is being made by the Company in this sentence with ---- respect to any IND or NDA of the Company filed with the FDA (which are the subject of Section 3.13 hereof). The Company is not in violation of (A) the Company Charter or the Company By-LawsBylaws, (B) any applicable law, ordinance, administrative or governmental rule or regulation regulation, or (C) any order, decree or judgment of any Governmental Entity having jurisdiction over the Company, except, in the case of clauses (BA) and (C), for any violations that, individually or in the aggregate, would not have a Material Adverse Effect on the Company. (b) . Except as disclosed in the Company SEC Documents filed prior to the date of this Agreement Agreement, there are no contracts or in Schedule 3.8(a) agreements of the Company Disclosure Schedule, as of the date of this Agreement, there is no contract having terms or agreement that is material to the business, financial condition or results of operations of the Company. Except as set forth in the Company SEC Documents filed prior to the date of this Agreement or in Schedule 3.8(b) of the Company 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 the Company 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 conditions which the Company is a party or by which the Company is bound or to which any of the properties, assets or operations of the Company 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 the Company. As used in this Agreement "Knowledge of Company or having covenants not to compete that materially impair the Company" means the actual knowledge ------------------------ of any of the Chief Executive Officer, the Chief Financial Officer, the General Counsel ability of the Company to conduct its business as currently conducted or Executive Vice President, Research and Development.would reasonably be expected to

Permits and Compliance. (a) The Each of the Company and each of its Subsidiaries is in possession of all Permits franchises, grants, authorizations, licenses, permits, charters, easements, variances, exceptions, consents, certificates, approvals and orders necessary for it the Company or any of its Subsidiaries to own, sell, lease and operate its properties or to carry on its business as it is now being conducted (the "Company Permits"), except where the failure to have any of the --------------- Company Permits would notPermits, individually or and in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect on the CompanyEffect, and, as of the date of this Agreement, and no suspension or cancellation of any of the Company Permits is pending or, to the Knowledge knowledge of the Company (as hereinafter defined)Company, threatened, except where the such suspension or cancellation of has not had and would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of the Company Permits would not, individually or in the aggregate, have a Material Adverse Effect on the Company; provided -------- that no representation its Subsidiaries is being made by the Company in this sentence with ---- respect to any IND or NDA of the Company filed with the FDA (which are the subject of Section 3.13 hereof). The Company is not in violation of (Ai) the Company Charter its charter, bylaws or the Company By-Lawsother organizational documents, (Bii) any applicable law, ordinance, administrative or governmental rule or regulation or (Ciii) any order, decree or judgment of any Governmental Entity having jurisdiction over the Company, Company or any of its Subsidiaries except, in the case of clauses (Bii) and (Ciii), for any violations that, individually or and in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect on the Company. Effect. Except for Commitments (bas hereinafter defined) Except as disclosed in the Company SEC Documents filed prior to be entered into after the date hereof permitted under the provisions of this Agreement or in Schedule 3.8(a) Section 4.1, Section 3.8 of the Company Disclosure Schedule, as Letter sets forth a complete and correct list of the date of this Agreement, there is no contract or agreement that is material to the business, financial condition or results of operations of the Company. Except as set forth in the Company SEC Documents filed prior to the date of this Agreement or in Schedule 3.8(b) of the Company 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 the Company 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 each contract, agreement or instrument arrangement, written or unwritten, to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound that (i) relates to the borrowing of money or the guaranty of any obligation to which borrow money, in each case, in excess of $1 million, (ii) involves revenues or expenditures in excess of $1 million per annum (excluding purchase and sale orders entered into in the ordinary course of business consistent with past practice), (iii) is a collective bargaining or employment agreement involving any employee or employees of the Company or any of its Subsidiaries, (iv) obligates the Company or any of its Subsidiaries not to compete with any business or otherwise restricts its right to carry on its business, (v) relates to any acquisition of the capital stock or any of the properties, assets or operations of the Company is subject, or any Subsidiary by another person (other than in the ordinary course of the Company's or such conflictsSubsidiary's business consistent with past practice, violationswith respect to assets) and pursuant to which the Company or any Subsidiary has continuing obligations or liabilities, (vi) relates to any acquisition by the Company or any of its Subsidiaries of the capital stock or any substantial part of the assets of another person that was entered into in the three years prior to the date hereof, (vii) is a contract with any supplier, customer, distributor or fabricator involving an amount in excess of $1 million per annum that is not cancelable by the Company without causing a Company Material Adverse Effect (excluding purchases and sales orders entered into in the ordinary course of business consistent with past practice), (viii) relates to any merger, consolidation, recapitalization, dissolution, liquidation or other reorganization of the Company or any of its Subsidiaries pursuant to which the Company or any such Subsidiary has continuing obligations or liabilities, (ix) relates to consulting or other professional services (other than contracts for information technology and other services entered into in the ordinary course of business consistent with past practice and providing for fees that are less than $1 million in the aggregate) or to investment banking or other financial advisory services (including any agreements requiring the Company or any of its Subsidiaries to use a particular investment bank in any financing or other transaction), (x) is referred to in Section 3.19 of the Company Letter, (xi) is an after-market agreement with a distributor who purchases in excess of $1 million of goods from the Company and the Subsidiaries per annum, (xii) provides for pricing concessions or givebacks in excess of 5% per annum of the price of any product supplied to a customer or (xiii) is a sales representative agreement pursuant to which compensation to the representative is reasonably expected to exceed $250,000 in any year or in respect of which the cost to the Company or any of its Subsidiaries would exceed $250,000 upon the termination thereof by the Company or such Subsidiary (collectively, the "Commitments"). Except as set forth in Section 3.8 of the Company Letter, neither the Company nor any of its Subsidiaries is in breach of or default or has suffered the loss of a material benefit under or the acceleration of its obligations under or the termination of (and, to the knowledge of the Company, no event has occurred which with notice or the passage of time or both would constitute or result in a breach of or default or such a loss of a material benefit or acceleration under or the termination of) any Commitment, except for breaches, defaults, rights defaults or liens as would notlosses that, individually or and in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect on the Company. As used in this Agreement "Knowledge of the Company" means the actual knowledge ------------------------ of any of the Chief Executive Officer, the Chief Financial Officer, the General Counsel of the Company or Executive Vice President, Research and DevelopmentEffect.

Permits and Compliance. (a) The Each of the Company and its Subsidiaries is in possession of all Permits franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity 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 "Company Permits"), except where the failure to have any of the --------------- Company Permits would not, individually or in the aggregate, have a Material Adverse Effect on the Company, and, as of the date of this Agreement, no suspension or cancellation of any of the Company Permits is pending or, to the Knowledge knowledge of the Company (as hereinafter defined), threatened, except where the suspension or cancellation of any of the Company Permits would not, individually or in the aggregate, have a Material Adverse Effect on the Company; provided -------- that no representation is being made by . Neither the Company in this sentence with ---- respect to nor any IND or NDA of the Company filed with the FDA (which are the subject of Section 3.13 hereof). The Company its Subsidiaries is not in violation of (A) the Company Charter its charter, by-laws or the Company By-Lawsother 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 CompanyCompany 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 the Company. (b) . Except as disclosed in the Company SEC Disclosure Documents filed provided prior to the date of this Agreement or in Schedule 3.8(a) of the Company Disclosure ScheduleAgreement, as of the date of this Agreement, hereof there is no contract or agreement that is material (which, for the purpose of this sentence, shall be limited to contracts involving $100,000 or more and not terminable on 30-days' notice and excluding purchase of inventory in the ordinary course of business) to the business, financial condition or results of operations of the CompanyCompany and its Subsidiaries, taken as a whole. Except as set forth in the Company SEC Documents filed Disclosure Documents, prior to the date of this Agreement Agreement, no event of default or in Schedule 3.8(b) 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 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 the Company 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 Company or any of its Subsidiaries is a party or by which the Company or any such Subsidiary is bound or to which any of the properties, assets or operations of the Company or any 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 the Company. As used Set forth in Schedule 3.8 to this Agreement is a description of (i) all material leases (including all store leases, commitments for store leases and commitments for the construction or renovation of stores, which shall be deemed material for purposes of this sentence) to which the Company or any of its Subsidiaries is a party or by which the Company or any such Subsidiary is bound or to which any of the properties, assets or operations of the Company or any such Subsidiary is subject and all amendments thereto, (ii) all contractual licenses or other agreements or instruments involving sales in the Company stores to which the Company or any of its Subsidiaries is a party or by which the Company or any such Subsidiary is bound or to which any of the properties, assets or operations of the Company or any such Subsidiary is bound or to which any of the properties, assets or operations of the Company or any such Subsidiary is subject and all amendments thereto, and (iii) any material changes to the amount and terms of the indebtedness of the Company and its Subsidiaries as described in the [Company Annual Report]. "Knowledge of the Company" means the actual knowledge ------------------------ of any of the Chief Executive Officer, Officer and the Chief Financial Officer, the General Counsel Officer of the Company or Executive Vice President, Research and DevelopmentCompany.

Permits and Compliance. (a) The Each of the Company and its Subsidiaries is in possession of all Permits franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity 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 "Company Permits"), except where the failure to have any of the --------------- Company Permits would not, individually or in the aggregate, have a Material Adverse Effect on the CompanyCompany or prevent or materially delay the Merger, and, as of the date of this Agreement, no suspension or cancellation of any of the Company Permits is pending or, to the Knowledge of the Company (as hereinafter defined), threatened, except where the suspension or cancellation of any of the Company Permits would not, individually or in the aggregate, have a Material Adverse Effect on the Company; provided -------- that no representation is being made by Company or prevent or materially delay the Merger. Neither the Company in this sentence with ---- respect to nor any IND or NDA of the Company filed with the FDA (which are the subject of Section 3.13 hereof). The Company its Subsidiaries is not in violation of (A) the Company Charter or the Company its Restated Certificate of Incorporation, By-Lawslaws or other comparable organizational documents, (B) any applicable law, ordinance, administrative or governmental rule or regulation regulation, or (C) any order, decree or judgment of any Governmental Entity having jurisdiction over the CompanyCompany 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 the Company. (b) . Except as disclosed set forth in item 3.8 of the Company SEC Documents filed Letter, prior to the date of this Agreement Agreement, no event of default or in Schedule 3.8(a) 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 Disclosure Schedule, as of the date of this Agreement, there is no contract or agreement that is material to the business, financial condition or results of operations of the Company. Except as set forth in the Company SEC Documents filed prior to the date of this Agreement or in Schedule 3.8(b) of the Company 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 the Company 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 Company or any of its Subsidiaries is a party or by which the Company or any such Subsidiary is bound or to which any of the properties, assets or operations of the Company or any 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 the CompanyCompany or prevent or materially delay the Merger. As used in this Agreement "Knowledge of the Company" means the actual knowledge ------------------------ of any of the Chief Executive Officer, the Chief Financial Officer, the General Counsel individuals identified in item 3.8 of the Company or Executive Vice President, Research and DevelopmentLetter.

Permits and Compliance. (a) The Except as set forth in Section 3.8 of the Company Letter, each of the Company and its Subsidiaries is in possession of all Permits franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity 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 "Company Permits"), except where the failure to have any of the --------------- Company 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 the Company, and, as of the date of this Agreement, no suspension or cancellation of any of the Company Permits is pending or, to the Knowledge of the Company (as hereinafter defined), threatened, except where the suspension or cancellation of any of the Company Permits would notPermits, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Material Adverse Effect on the Company; provided -------- that no representation is being made by . Neither the Company in this sentence with ---- respect to nor any IND or NDA of the Company filed with the FDA (which are the subject of Section 3.13 hereof). The Company its Subsidiaries is not in violation of (A) the Company Charter its charter, by-laws or the Company By-Lawsother 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 CompanyCompany or any of its Subsidiaries, except, in the case of clauses (A), (B) and (C), for any violations that, individually or in the aggregate, has not had, and would not have reasonably be expected to have, a Material Adverse Effect on the Company. (b) . Except as disclosed in the Company SEC Documents filed prior to the date of this Agreement or in Schedule 3.8(a) of the Company Disclosure ScheduleAgreement, as of the date of this Agreementhereof, there is no contract or agreement that is material to the business, financial condition or properties, results of operations or financial condition of the CompanyCompany and its Subsidiaries, taken as a whole. Except as set forth in the Company SEC Documents filed or Section 3.8 of the Company Letter, prior to the date of this Agreement Agreement, no event of default or in Schedule 3.8(b) 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 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 the Company 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 Company or any of its Subsidiaries is a party or by which the Company or any such Subsidiary is bound or to which any of the properties, assets or operations of the Company or any 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 the Company. As used in For purposes of this Agreement "Knowledge of the Company" means the actual knowledge ------------------------ of any of the Chief Executive OfficerAgreement, the Chief Financial Officer, the General Counsel of the Company or Executive Vice President, Research and Development.term "Knowledge" when used with respect to the

Permits and Compliance. (a) The Each of the Company and its Subsidiaries is in possession of all Permits franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity 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 "Company Permits"), except where the failure to have any of the --------------- Company Permits would not, individually or in the aggregate, have a Material Adverse Effect on the Company, and, as of . Neither the date of this Agreement, no suspension or cancellation of Company nor any of the Company Permits its Subsidiaries is pending or, to the Knowledge of the Company (as hereinafter defined), threatened, except where the suspension or cancellation of any of the Company Permits would not, individually or in the aggregate, have a Material Adverse Effect on the Company; provided -------- that no representation is being made by the Company in this sentence with ---- respect to any IND or NDA of the Company filed with the FDA (which are the subject of Section 3.13 hereof). The Company is not in violation of (A) the Company Charter its charter, bylaws or the Company By-Lawsother 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 CompanyCompany 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 the Company. (b) Except as disclosed in the Company SEC Documents filed prior to the date of this Agreement or as disclosed in Schedule 3.8(a) Section 3.8 of the Company Disclosure ScheduleLetter, as of the date of this Agreementhereof, there is no contract or agreement that is or was required to be filed by the Company as a material contract pursuant to Item 601 of Regulation S-K under the Securities Act. Except as set forth in Section 3.8 of the Company Letter or disclosed in the Company SEC Documents, as of the date hereof, neither the Company nor any of its Subsidiaries is a party to or bound by any agreement evidencing, or guarantee relating to, indebtedness for borrowed money to the business, financial condition or results of operations of extent the Companyaggregate principal amount outstanding thereunder exceeds $5,000,000. Except as set forth in the Company SEC Documents filed prior to the date of this Agreement or as disclosed in Schedule 3.8(b) Section 3.8 of the Company 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 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 the Company 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 Company or any of its Subsidiaries is a party or by which the Company or any such Subsidiary is bound or to which any of the properties, assets or operations of the Company or any 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 the Company. As used in this Agreement "Knowledge of the Company" means the actual knowledge ------------------------ of any of the Chief Executive Officer, the Chief Financial Officer, the General Counsel of the Company or Executive Vice President, Research and Development.

Permits and Compliance. (a) The Each of the Company and its Subsidiaries is in possession of all Permits franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity 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 "Company Permits"), except where the failure to have any of the --------------- Company 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 the Company, and, as of the date of this Agreement, no suspension or cancellation of any of the Company Permits is pending or, to the Knowledge of the Company (as hereinafter defined), threatened, except where the suspension or cancellation of any of the Company 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 the Company; provided -------- that no representation is being made by . Neither the Company in this sentence with ---- respect to nor any IND or NDA of the Company filed with the FDA (which are the subject of Section 3.13 hereof). The Company its Subsidiaries is not in violation of (A) the Company Charter its charter, by-laws or the Company By-Lawsother 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 CompanyCompany 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 the Company. (b) . Except as disclosed in the Company SEC Documents filed prior to the date of this Agreement or in Schedule 3.8(a) of the Company Disclosure ScheduleAgreement, as of the date of this Agreementhereof, there is no contract or agreement that is material to the business, financial condition or results of operations of the Company. Except as set forth in the Company SEC Documents filed prior to the date of this Agreement or in Schedule 3.8(b) of the Company 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 the Company 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 Company is a party or by which the Company is bound or to which any of the properties, assets or operations of the Company 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 the Company. As used in this Agreement "Knowledge of the Company" means the actual knowledge ------------------------ of any of the Chief Executive Officer, the Chief Financial Officer, the General Counsel of the Company or Executive Vice President, Research and Development.material

Permits and Compliance. (a) The Company is in possession of all Permits necessary for it to own, lease and operate its properties or to carry on its business as it is now being conducted (the "Company Permits"), except where the failure to have any of the --------------- Company Permits would not, individually or in the aggregate, have a Material Adverse Effect on the Company, and, as of the date of this Agreement, no suspension or cancellation of any of the Company Permits is pending or, to the Knowledge of the Company (as hereinafter defined), threatened, except where the suspension or cancellation of any of the Company Permits would not, individually or in the aggregate, have a Material Adverse Effect on the Company; provided -------- that no representation is being made by the Company in this sentence with ---- respect to any IND or NDA of the Company filed with the FDA (which are the subject of Section 3.13 hereof). The Company is not in violation of (A) the Company Charter or the Company By-Laws, (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 Company, 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 the Company. (b) Except as disclosed in the Company SEC Documents filed prior to the date of this Agreement or in Schedule 3.8(a) of the Company Disclosure Schedule, as of the date of this Agreement, there is no contract or agreement that is material to the business, financial condition or results of operations of the Company. Except as set forth in the Company SEC Documents filed prior to the date of this Agreement or in Schedule 3.8(b) of the Company 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 the Company 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 Company is a party or by which the Company is bound or to which any of the properties, assets or operations of the Company 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 the Company. As used in this Agreement "Knowledge of the Company" means the actual knowledge ------------------------ of any of the Chief Executive Officer, the Chief Financial Officer, the General Counsel of the Company or Executive Vice President, Research and Development.

Permits and Compliance. (a) The Except as set forth in Section 3.8 of the Company Letter, each of the Company and its Subsidiaries is in possession of all Permits franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity 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 "Company Permits"), except where the failure to have any of the --------------- Company 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 the Company, and, as of the date of this Agreement, no suspension or cancellation of any of the Company Permits is pending or, to the Knowledge of the Company (as hereinafter defined), threatened, except where the suspension or cancellation of any of the Company Permits would notPermits, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Material Adverse Effect on the Company; provided -------- that no representation is being made by . Neither the Company in this sentence with ---- respect to nor any IND or NDA of the Company filed with the FDA (which are the subject of Section 3.13 hereof). The Company its Subsidiaries is not in violation of (A) the Company Charter its charter, by-laws or the Company By-Lawsother 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 CompanyCompany or any of its Subsidiaries, except, in the case of clauses (A), (B) and (C), for any violations that, individually or in the aggregate, has not had, and would not have reasonably be expected to have, a Material Adverse Effect on the Company. (b) . Except as disclosed in the Company SEC Documents filed prior to the date of this Agreement or in Schedule 3.8(a) of the Company Disclosure ScheduleAgreement, as of the date of this Agreementhereof, there is no contract or agreement that is material to the business, financial condition or properties, results of operations or financial condition of the CompanyCompany and its Subsidiaries, taken as a whole. Except as set forth in the Company SEC Documents filed or Section 3.8 of the Company Letter, prior to the date of this Agreement Agreement, no event of default or in Schedule 3.8(b) 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 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 the Company 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 Company or any of its Subsidiaries is a party or by which the Company or any such Subsidiary is bound or to which any of the properties, assets or operations of the Company or any 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 the Company. As For purposes of this Agreement, the term "Knowledge" when used in this Agreement "Knowledge of with respect to the Company" Company means the actual knowledge ------------------------ of any of the Chief Executive Officer, the Chief Financial Officer, the General Counsel individuals identified in Section 3.8 of the Company or Executive Vice President, Research and DevelopmentLetter.

Permits and Compliance. (a) The Each of the Company and its Subsidiaries is in possession of all Permits franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity 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 "Company Permits"), except where the failure to have any of the --------------- Company Permits would not, individually or in the aggregate, have a Material Adverse Effect on the Company, and, as of the date of this Agreement, and no suspension or cancellation of any of the Company Permits is pending or, to the Knowledge of the Company (as hereinafter defined), threatened, except where the suspension or cancellation of any of the Company Permits would not, individually or in the aggregate, have a Material Adverse Effect on the Company; provided -------- that no representation is being made by . Neither the Company in this sentence with ---- respect to nor any IND or NDA of the Company filed with the FDA (which are the subject of Section 3.13 hereof). The Company its Subsidiaries is not in violation of (A) the Company Charter its charter, by-laws or the Company By-Lawsother organizational documents, (B) any applicable law, ordinance, administrative or governmental rule or regulation regulation, or (C) any order, decree or judgment of any Governmental Entity having jurisdiction over the CompanyCompany 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 the Company. (b) . Except as disclosed in the Company SEC Documents filed prior to the date of this Agreement Agreement, there are no contracts or in Schedule 3.8(a) agreements of the Company Disclosure Schedule, as or its Subsidiaries having terms or conditions which would have a Material Adverse Effect on the Company or having covenants not to compete that materially impair the ability of the date Company to conduct its business as currently conducted or purport to bind any shareholder or any Affiliated Person of this Agreement, there is no contract or agreement that is material to the business, financial condition or results of operations any shareholder of the CompanyCompany after the Effective Time. Except as set forth in the Company SEC Documents filed prior to the date of this Agreement Agreement, no event of default or in Schedule 3.8(b) 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 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 underStock Option Agreement, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company 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 Company or any of its Subsidiaries is a party or by which the Company or any such Subsidiary is bound or to which any of the properties, assets or operations of the Company or any 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 the Company. As used in this Agreement "Knowledge of the Company" means the actual knowledge ------------------------ of any of the Chief Executive Officer▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇, the Chief Financial Officer▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, the General Counsel of the Company or Executive Vice President▇▇▇▇▇ ▇'▇▇▇▇▇▇, Research ▇▇▇▇▇ ▇▇▇▇ and Development▇▇▇▇▇ ▇▇▇▇▇▇.

Permits and Compliance. (a) The Each of the Company and its Subsidiaries is in possession of all Permits franchises, grants, authorizations, licenses, permits, tariffs, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity 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 "Company Permits"), except where the failure to have any of the --------------- Company Permits would not, individually or in the aggregate, have a Material Adverse Effect on the Company, and, as of the date of this Agreement, and no suspension or cancellation of any of the Company Permits is pending or, to the Knowledge of the Company (as hereinafter defined)Company, threatened, except where the suspension or cancellation of any of the Company Permits would not, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on the Company; provided -------- that no representation is being made by the Company . Except as set forth in this sentence with ---- respect to any IND or NDA Section 3.7 of the Company filed Letter, neither the Company nor any of its Subsidiaries is in violation of, or has taken any action or omitted to take any action which, with the FDA (which are the subject passage of Section 3.13 hereof). The Company is not time, would result in a violation of (A) the Company Charter its charter, bylaws or the Company By-Lawsother organizational documents, (B) any applicable law, ordinance, administrative administrative, or governmental rule or regulation or regulation, (C) any order, decree or judgment of any Governmental Entity having jurisdiction over the Company, except, in the case of clauses (B) and (C), for any violations that, individually Company or in the aggregate, would not have a Material Adverse Effect on the Company. (b) Except as disclosed in the Company SEC Documents filed prior to the date of this Agreement or in Schedule 3.8(a) of the Company Disclosure Schedule, as of the date of this Agreement, there is no contract or agreement that is material to the business, financial condition or results of operations of the Company. Except as set forth in the Company SEC Documents filed prior to the date of this Agreement or in Schedule 3.8(b) of the Company 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 its Subsidiaries or assets of the (D) any Company under, any indenture, mortgage, loan agreement, note Permits. There are no contracts 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 Company is a party or by which the Company is bound or to which any of the properties, assets or operations of the Company 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 the Company. As used in this Agreement "Knowledge of the Company" means the actual knowledge ------------------------ of any of the Chief Executive Officer, the Chief Financial Officer, the General Counsel agreements of the Company or Executive Vice President, Research and Developmentits Subsidiaries containing covenants not to compete that materially impair the ability of the Company to conduct its business as currently conducted or would reasonably be expected to materially impair the Company's ability to conduct its businesses.

Permits and Compliance. (a) The Each of the Company and its Subsidiaries is in possession of all Permits franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity which, to the Knowledge of the Company (as hereinafter defined), are 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 "Company Permits"), ) except where the failure to have any of the --------------- Company Permits would not, individually or in the aggregate, have a Material Adverse Effect on the Company, and, as of the date of this Agreement, no suspension or cancellation of any of the Company Permits is pending or, to the Knowledge of the Company (as hereinafter defined), threatened, except where the suspension or cancellation of any of the Company Permits would not, individually or in the aggregate, have a Material Adverse Effect on the Company; provided -------- that no representation is being made by . Neither the Company in this sentence with ---- respect to nor any IND or NDA of the Company filed with the FDA (which are the subject of Section 3.13 hereof). The Company its Subsidiaries is not in violation of (A) the Company Charter its Articles of Incorporation, Bylaws or the Company By-Lawsother organizational document, (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 CompanyCompany 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 the Company. (b) . Except as disclosed in the Company SEC Documents filed prior to the date of this Agreement or in Schedule 3.8(a) of the Company Disclosure ScheduleAgreement, as of the date of this Agreement, hereof there is no contract or agreement that is material to the business, financial condition or results of operations of the CompanyCompany and its Subsidiaries, taken as a whole. Except as set forth in the Company SEC Documents filed and Schedule 3.8 of the Disclosure Schedule, prior to the date of this Agreement Agreement, no event of default or in Schedule 3.8(b) of event that, but for the Company 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 the Company 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 Company is a party or by which the Company is bound or to which any of the properties, assets or operations of the Company 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 the Company. As used in this Agreement "Knowledge of the Company" means the actual knowledge ------------------------ of any of the Chief Executive Officer, the Chief Financial Officer, the General Counsel of the Company or Executive Vice President, Research and Development.21

Permits and Compliance. (a) The Each of the Company and its Subsidiaries is in possession of all Permits franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity 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 "Company Permits"), except where the failure to have any of the --------------- Company Permits would not, individually or in the aggregate, have a Material Adverse Effect on the Company, and, as of the date of this Agreement, no . No suspension or cancellation of any of the Company Permits is pending or, to the Knowledge of the Company (as hereinafter defined), threatened, except where the suspension or cancellation of any of the Company Permits would not, individually or in the aggregate, have a Material Adverse Effect on the Company; provided -------- that no representation is being made by . Neither the Company in this sentence with ---- respect to nor any IND or NDA of the Company filed with the FDA (which are the subject of Section 3.13 hereof). The Company its Subsidiaries is not in violation of (A) the Company Charter its charter, by-laws or the Company By-Lawsother organizational documents, (B) any applicable law, ordinance, administrative or governmental rule or regulation or regulation, (C) any order, decree or judgment of any Governmental Entity having jurisdiction over the CompanyCompany or any of its Subsidiaries, or (D) any Company Permits except, in the case of clauses (B) and ), (C) or (D), for any violations that, individually or in the aggregate, would not have a Material Adverse Effect on the Company. (b) Except as disclosed in the Company SEC Documents filed prior to the date of this Agreement Agreement, there are no contracts or in Schedule 3.8(a) agreements of the Company Disclosure Schedule, as or its Subsidiaries having terms or conditions which would have a Material Adverse Effect on the Company or having covenants not to compete that materially impair the ability of the date Company to conduct its business as currently conducted or purport to bind any stockholder or any Affiliated Person (as defined herein) of this Agreement, there is no contract or agreement that is material to the business, financial condition or results of operations any stockholder of the CompanyCompany after the Effective Time. Except as set forth in the Company SEC Documents filed prior to the date of this Agreement Agreement, no event of default or in Schedule 3.8(b) 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 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 the Company 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 Company or any of its Subsidiaries is a party or by which the Company or any such Subsidiary is bound or to which any of the properties, assets or operations of the Company or any 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 the Company. As used in this Agreement "Knowledge of the Company" means the actual knowledge ------------------------ of any of the Chief Executive Officer, the Chief Financial Officer, the General Counsel of the Company or Executive Vice President, Research and Development.