Common use of CONCERNING THE SHARES AND THE COMMON STOCK Clause in Contracts

CONCERNING THE SHARES AND THE COMMON STOCK. The Shares and the Additional Shares have been duly authorized and, when the Shares are issued upon conversion of the Convertible Note, or the Additional Shares are issued in accordance with the terms of this Agreement, as the case may be, such shares will be duly and validly issued, fully paid and non-assessable and will not subject the holder thereof to personal liability by reason of being such holder. The holders of outstanding shares of capital stock of the Company are not entitled to preemptive or other rights to subscribe for the Shares or the Convertible Note. The Shares have been duly reserved by the Company for issuance upon conversion of the Convertible Note, and shall remain so reserved as long as the Convertible Note may be converted. The Additional Shares have been duly reserved by the Company for issuance pursuant to the terms of this Agreement, and shall remain so reserved as long as such Additional Shares may be required to be issued in connection with this Agreement. The Common Stock is listed for trading on the NASDAQ National Market System and (1) the Company and the Common Stock meet the criteria for continued listing and trading on NASDAQ; (2) the Company has not been notified by the National Association of Securities Dealers, Inc. (the "NASD") of any failure or potential failure to meet the criteria for continued listing and trading on NASDAQ National Market and (3) no suspension of trading in the Common Stock is in effect.

CONCERNING THE SHARES AND THE COMMON STOCK. The Shares and the Additional Shares have been duly authorized andauthorized. The Common Shares, when the Shares are issued upon conversion of the Convertible Note, or the Additional Shares are issued and paid for in accordance with this Agreement and the terms Warrant Shares, when issued upon exercise of this Agreementthe Warrants, as the case may be, such shares will be duly and validly issued, fully paid and non-assessable and will not subject the holder thereof to personal liability by reason of being such holder. The holders There are no preemptive or similar rights of outstanding shares of capital stock any stockholder of the Company are not entitled or any other person to preemptive or other rights to subscribe acquire any of the Shares. The Company has duly reserved 1,500,000 shares of Common Stock for issuance as Common Shares and for exercise of the Warrants and for the Shares or shares of Common Stock and warrants issuable in connection with the Convertible Note. The Shares have been duly reserved by the Company for issuance upon conversion of the Convertible NoteOther Subscription Agreement, and such shares shall remain so reserved, and the Company shall from time to time reserve such additional shares of Common Stock as shall be required to be reserved pursuant to the Warrants, as long as the Convertible Note may be converted. The Additional Shares have been duly reserved by the Company for issuance pursuant to the terms of this Agreement, and shall remain so reserved as long as such Additional Shares may be required to be issued in connection with this AgreementWarrants are exercisable. The Common Stock is listed for trading on the NASDAQ Nasdaq National Market System ("Nasdaq") and (1) the Company and the Common Stock meet the criteria for continued listing and trading on NASDAQNasdaq; (2) the Company has not been notified since January 1, 1998 by Nasdaq or the National Association of Securities Dealers, Inc. Nasdaq SmallCap Market (the "NASDNasdaq SmallCap") of any failure or potential failure to meet the criteria for continued listing and trading on NASDAQ National Market thereon and (3) no suspension of trading in the Common Stock is in effect. The Company knows of no reason that the Shares will not be eligible for listing on Nasdaq.

CONCERNING THE SHARES AND THE COMMON STOCK. The Shares and the Additional Shares have been duly authorized andand the Payment Shares, when issued in payment of a portion of the Shares are Company's obligation to repay principal of the Note or the Optional Redemption Price, the Interest Shares, when issued in payment of interest on the Note, and the Warrant Shares, when issued upon conversion exercise of the Convertible NoteWarrants, or the Additional Shares are issued in accordance with the terms of this Agreement, as the case may be, such shares will be duly and validly issued, fully paid and non-assessable and will not subject the holder thereof to personal liability by reason of being such holder. The holders There are no preemptive or similar rights of outstanding shares of capital stock any stockholder of the Company are not entitled or any other Person to preemptive or other rights to subscribe for acquire any of the Shares or the Convertible NoteWarrants. The Shares have been Company has duly reserved by 1,920,000 shares of Common Stock as the Company Warrant Shares and for issuance upon conversion exercise of the Convertible Notewarrants issuable to the purchasers of the Other Notes, and such shares shall remain so reserved as long as the Convertible Note may be converted. The Additional Shares have been duly reserved by reserved, and the Company for issuance pursuant shall from time to the terms time reserve such additional shares of this Agreement, and Common Stock as shall remain so reserved as long as such Additional Shares may be required to be issued in connection with this Agreementreserved pursuant to the Warrants, so long as the Warrants are outstanding. The Common Stock is listed for trading on the NASDAQ National Market System Nasdaq and (1) the Company and the Common Stock meet the criteria for continued listing and trading on NASDAQNasdaq; (2) the Company has not been notified since January 1, 1996 by the National Association of Securities Dealers, Inc. (NASD or the "NASD") Nasdaq Stock Market of any failure or potential failure to meet the criteria for continued listing and trading on NASDAQ National Market Nasdaq and (3) no suspension of trading in the Common Stock is in effect. The Company knows of no reason that the Shares will be ineligible for listing on Nasdaq.

CONCERNING THE SHARES AND THE COMMON STOCK. The Shares and the Additional Purchasable Shares have been duly authorized andand the Conversion Shares, when the Shares are issued upon conversion of the Convertible NoteNotes, or and the Additional Shares are Interest Shares, when issued in accordance with payment of interest on the terms of Notes, and the Purchasable Shares, when issued pursuant to this Agreement, as the case may be, such shares will be duly and validly issued, fully paid and non-assessable and will not subject the holder thereof to personal liability by reason of being such holder. The holders of outstanding shares of capital stock of the Company are not entitled to preemptive or other rights to subscribe for the Shares or to purchase or otherwise acquire the Convertible NoteNotes. The Shares have been Company has duly reserved by the Company 3,854,763 shares of Common Stock for issuance upon conversion of the Convertible NoteNotes and the Other Notes, and such shares shall remain so reserved, and the Company shall from time to time reserve such additional shares of Common Stock as shall be required to be reserved pursuant to the Notes and the Supplemental Indenture, as long as the Convertible Note may be converted. The Additional Shares have been duly reserved by the Company for issuance pursuant to the terms of this Agreement, and shall remain so reserved as long as such Additional Shares may be required to be issued in connection with this AgreementNotes are outstanding. The Common Stock is listed for trading on the NASDAQ National Market System Nasdaq and (1) the Company and the Common Stock Stock, to the Company's knowledge, meet the criteria for continued listing and trading on NASDAQNasdaq; (2) the Company has not been notified since December 31, 1995 by the National Association of Securities Dealers, Inc. (the "NASD") NASD of any failure or potential failure to meet the criteria for continued listing and trading on NASDAQ National Market Nasdaq (other than in connection with the Company's settlement with Sanofi, S.A., which matter the Company believes has been resolved to the satisfaction of Nasdaq) and (3) no suspension of trading in the Common Stock is in effect. The Company knows of no reason why the Shares will not be eligible for listing on Nasdaq.

CONCERNING THE SHARES AND THE COMMON STOCK. The Shares and the Additional Shares have been duly authorized andand the Conversion Shares, when the Shares are issued upon conversion of the Convertible Note, or the Additional Shares are Interest Shares, when issued in accordance with payment of interest on the terms Note, and the Warrant Shares, when issued upon exercise of this Agreementthe Warrants, as the case may be, such shares will be duly and validly issued, fully paid and non-assessable and will not subject the holder thereof to personal liability by reason of being such holder. The Except as set forth in the Disclosure Statement, no holders of outstanding shares of capital stock of the Company are not entitled to preemptive or other rights to subscribe for the Shares Shares, the Note or the Convertible NoteWarrants, and prior to the Closing the Company shall obtain written waivers of such rights from such persons. The Shares have been Company has duly reserved by 334,000 shares of Common Stock as the Company for issuance upon conversion Warrant Shares and 1,133,000 shares of Common Stock as the Convertible NoteConversion Shares, and such shares shall remain so reserved, and the Company shall from time to time reserve such additional shares of Common Stock as shall be required to be reserved pursuant to the Note, as long as the Convertible Note may be converted. The Additional Shares have been duly reserved by the Company for issuance pursuant to the terms of this Agreement, and shall remain so reserved as long as such Additional Shares may be required to be issued in connection with this Agreement. The Common Stock is listed for trading on the NASDAQ National Market System Nasdaq and (1) the Company and the Common Stock meet the criteria for continued listing and trading on NASDAQNasdaq; (2) the Company has not been notified since January 1, 1995 by the National Association of Securities Dealers, Inc. (the "NASD") NASD of any failure or potential failure to meet the criteria for continued listing and trading on NASDAQ National Market Nasdaq and (3) no suspension of trading in the Common Stock is in effect. The Company knows of no reason why the Shares will not be eligible for listing on Nasdaq.