Common use of Statement and the Prospectus Clause in Contracts

Statement and the Prospectus. Except as set forth in the Prospectus, there are no outstanding rights, warrants or options to acquire, or instruments convertible into or exchangeable for, or agreements or understandings with respect to the sale or issuance of, any shares of capital stock or other equity interest in the Company or any of its subsidiaries. (i) All of the Company's direct and indirect subsidiaries are listed in Exhibit 21 to the Registration Statement. Each of the Company and its subsidiaries has been duly organized and is validly existing as a corporation or limited liability company, as the case may be, in good standing under the laws of its jurisdiction of incorporation. Each of the Company and its subsidiaries is duly qualified and in good standing as a foreign corporation or limited liability company, as the case may be, in each jurisdiction in which the character or location of its properties (owned, leased or licensed) or the nature or conduct of its business makes such qualification necessary, except for those failures to be so qualified or in good standing which are not, either individually or in the aggregate, reasonably expected to have a Material Adverse Effect. Each of the Company and its subsidiaries has all requisite power and authority, and all necessary consents, approvals, authorizations, orders, registrations, qualifications, licenses and permits of and from all public, regulatory or governmental agencies and bodies including, without limitation, the FDA and the HCFA, to own, lease and operate its properties and conduct its business as now being conducted as described in the Registration Statement and the Prospectus, except for those failures to so obtain which could not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect, and no such consent, approval, authorization, order, registration, qualification, license or permit contains a materially burdensome restriction not adequately disclosed in the Registration Statement and the Prospectus. (j) Except as described in the Prospectus, there is no litigation or governmental proceeding to which the Company or any of its subsidiaries is a party or to which any property of the Company or any of its subsidiaries is subject or which is pending or, to the knowledge of the Company, threatened against the Company or any of its subsidiaries which, either individually or in the aggregate, is reasonably expected to have a Material Adverse Effect or which is required to be disclosed in the Registration Statement and the Prospectus. (k) The Company has not taken and will not take, directly or indirectly, any action designed to cause or result in, or which constitutes or which might reasonably be expected to constitute, the stabilization or manipulation (in each case as such terms are defined in the Exchange Act and the rules and regulations promulgated thereunder) of the price of the shares of Common Stock to facilitate the sale or resale of the Shares. Except as permitted by the Act, the Company has not distributed any Registration Statement, preliminary prospectus, Prospectus or other offering material in connection with the offering and sale of the Shares. (l) The financial statements, including the notes thereto, and supporting schedules included in or incorporated by reference into the Registration Statement and

Statement and the Prospectus. Except as set forth All issued and outstanding securities of the Company have been duly authorized and validly issued and are fully paid and non-assessable and the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The Securities are not and will not be subject to any preemptive or other similar rights of any stockholder, have been duly authorized and, when issued, paid for and delivered in accordance with the terms hereof, will be validly issued, fully paid and non-assessable and will conform to the description thereof contained in the Prospectus; the holders thereof will not be subject to any liability solely by reason of being such holders; all corporate action required to be taken for the authorization, there are no outstanding rights, warrants or options to acquire, or instruments convertible into or exchangeable for, or agreements or understandings with respect to the issue and sale or issuance of, any shares of capital stock or other equity interest in the Company or any of its subsidiaries. (i) All of the Company's direct and indirect subsidiaries are listed in Exhibit 21 to the Registration Statement. Each of the Company and its subsidiaries Securities has been duly organized and is validly existing as a corporation taken; and the certificates representing the Securities will be in due and proper form. Upon the issuance and delivery pursuant to the terms hereof of the Securities to be sold by the Company hereunder, the Underwriters or limited liability companythe Representatives, as the case may be, will acquire good and marketable title to such Securities free and clear of any lien, charge, claim, encumbrance, pledge, security interest, defect or other restriction or equity of any kind whatsoever. (f) The financial statements, including the related notes and schedules thereto, included in good standing under the laws Registration Statement, each Preliminary Prospectus and the Prospectus fairly present the financial position, income, changes in cash flow, changes in stockholders' equity, and the results of its jurisdiction of incorporation. Each operations of the Company at the respective dates and its subsidiaries is duly qualified for the respective periods to which they apply and the pro forma financial information included in good standing the Registration Statement and Prospectus presents fairly, on a basis consistent with that of the audited financial statements included therein, what the Company's pro forma capitalization would have been for the respective periods and as of the respective dates to which they apply after giving effect to the adjustments described therein. Such financial statements have been prepared in conformity with generally accepted accounting principles and the Rules and Regulations, consistently applied throughout the periods involved. There has been no adverse change or development involving a foreign corporation material prospective change in the condition, financial or limited liability companyotherwise, as the case may be, in each jurisdiction in which the character or location of its properties (owned, leased or licensed) or the nature or conduct of its business makes such qualification necessary, except for those failures to be so qualified or in good standing which are not, either individually or in the aggregateearnings, reasonably expected to have a Material Adverse Effect. Each position, prospects, value, operation, properties, business, or results of operations of the Company and its subsidiaries has all requisite power and authoritywhether or not arising in the ordinary course of business, and all necessary consents, approvals, authorizations, orders, registrations, qualifications, licenses and permits since the date of and from all public, regulatory or governmental agencies and bodies including, without limitation, the FDA and the HCFA, to own, lease and operate its properties and conduct its business as now being conducted as described financial statements included in the Registration Statement and the Prospectus, except for those failures to so obtain which could not reasonably be expectedand the outstanding debt, either individually or in the aggregateproperty, to have a Material Adverse Effectboth tangible and intangible, and no such consent, approval, authorization, order, registration, qualification, license or permit contains a materially burdensome restriction not adequately disclosed the business of the Company conform in all material respects to the descriptions thereof contained in the Registration Statement and the Prospectus. (j) Except as described . Financial information set forth in the Prospectus under the headings "Summary Financial Data," "Selected Financial Data," "Capitalization," and "Management's Discussion and Analysis of Financial Condition and Results of Operations," fairly present, on the basis stated in the Prospectus, there is no litigation the information set forth therein, have been derived from or governmental proceeding to which the Company or any of its subsidiaries is compiled on a party or to which any property basis consistent with that of the Company or any of its subsidiaries is subject or which is pending or, to the knowledge of the Company, threatened against the Company or any of its subsidiaries which, either individually or audited financial statements included in the aggregate, is reasonably expected to have a Material Adverse Effect or which is required to be disclosed in the Registration Statement and the Prospectus. (k) The Company has not taken and will not take, directly or indirectly, any action designed to cause or result in, or which constitutes or which might reasonably be expected to constitute, the stabilization or manipulation (in each case as such terms are defined in the Exchange Act and the rules and regulations promulgated thereunder) of the price of the shares of Common Stock to facilitate the sale or resale of the Shares. Except as permitted by the Act, the Company has not distributed any Registration Statement, preliminary prospectus, Prospectus or other offering material in connection with the offering and sale of the Shares. (l) The financial statements, including the notes thereto, and supporting schedules included in or incorporated by reference into the Registration Statement and

Statement and the Prospectus. Except as set forth All issued and outstanding securities of the Company have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities were issued in violation of the preemptive rights of any holders of any security of the Company, or similar contractual rights granted by the Company to subscribe for or purchase securities. The Securities, the Underwriters' Purchase Option and the Underwriters' Option Shares to be issued and sold by the Company hereunder, and upon payment therefor, are not and will not be subject to any preemptive or other similar rights of any stockholder to subscribe for or purchase securities, have been duly authorized and, when issued, paid for and delivered in accordance with the terms hereof and thereof, will be validly issued, fully paid and non-assessable and will conform to the descriptions thereof contained in the Prospectus; the holders thereof will not be subject to any liability solely as such holders; all corporate action required to be taken for the authorization, there are no outstanding rightsissuance and sale of the Securities, warrants or options to acquirethe Underwriters' Purchase Option and the Underwriters' Option Shares has been duly and validly taken; and the certificates, or instruments convertible into or exchangeable forif any, or agreements or understandings with respect representing the Securities and the Underwriters' Option Shares will be in due and proper form. Upon the issuance and delivery pursuant to the sale or issuance ofterms hereof of the Securities to be sold to the Underwriters by the Company hereunder, the Underwriters will acquire good and marketable title to such Securities free and clear of any shares of capital stock lien, charge, claim, encumbrance, pledge, security interest, defect or other restriction or equity interest in the Company or of any of its subsidiarieskind whatsoever. (if) All The financial statements of the Company's direct , together with the related notes and indirect subsidiaries are listed schedules thereto, included in Exhibit 21 to the Registration Statement. Each , the Preliminary Prospectus and the Prospectus fairly present the financial position and the results of operations of the Company at the respective dates and its subsidiaries for the respective periods to which they apply; and such financial statements have been prepared in conformity with generally accepted accounting principles and the Rules and Regulations, consistently applied throughout the periods involved. There has been duly organized and is validly existing as no material adverse change or development involving a corporation prospective change in the condition, financial or limited liability companyotherwise, as the case may be, in good standing under the laws of its jurisdiction of incorporation. Each of the Company and its subsidiaries is duly qualified and in good standing as a foreign corporation or limited liability company, as the case may be, in each jurisdiction in which the character or location of its properties (owned, leased or licensed) or the nature or conduct of its business makes such qualification necessary, except for those failures to be so qualified or in good standing which are not, either individually or in the aggregateearnings, reasonably expected to have a Material Adverse Effect. Each business affairs, position, prospects, value, operation, properties, business, or results of operation of the Company and its subsidiaries has all requisite power and authorityCompany, and all necessary consentswhether or not arising in the ordinary course of business, approvals, authorizations, orders, registrations, qualifications, licenses and permits since the dates of and from all public, regulatory or governmental agencies and bodies including, without limitation, the FDA and the HCFA, to own, lease and operate its properties and conduct its business as now being conducted as described financial statements included in the Registration Statement and the ProspectusProspectus and the outstanding debt, except for those failures to so obtain which could not reasonably be expectedthe property, either individually or in the aggregate, to have a Material Adverse Effectboth tangible and intangible, and no such consentthe business of the Company, approval, authorization, order, registration, qualification, license or permit contains a materially burdensome restriction not adequately disclosed conform in all material respects to the descriptions thereof contained in the Registration Statement and in the Prospectus. (j) Except as described in the Prospectus, there is no litigation or governmental proceeding to which the Company or any of its subsidiaries is a party or to which any property of the Company or any of its subsidiaries is subject or which is pending or, to the knowledge of the Company, threatened against the Company or any of its subsidiaries which, either individually or in the aggregate, is reasonably expected to have a Material Adverse Effect or which is required to be disclosed in the Registration Statement and the Prospectus. (k) The Company has not taken and will not take, directly or indirectly, any action designed to cause or result in, or which constitutes or which might reasonably be expected to constitute, the stabilization or manipulation (in each case as such terms are defined in the Exchange Act and the rules and regulations promulgated thereunder) of the price of the shares of Common Stock to facilitate the sale or resale of the Shares. Except as permitted by the Act, the Company has not distributed any Registration Statement, preliminary prospectus, Prospectus or other offering material in connection with the offering and sale of the Shares. (l) The financial statements, including the notes thereto, and supporting schedules included in or incorporated by reference into the Registration Statement and