Common use of Deliveries Clause in Contracts

Deliveries. At the Closing, subject to the satisfaction of the conditions set forth in Section 8 or Section 9, as applicable, (a) Seller shall deliver, or cause to be delivered, to Buyer: (i) duly executed counterparts to the Transaction Documents to which each of Seller, Safeguard and the Landlord are parties; (ii) true and complete copies of the duly executed Ancillary Agreements, certified by an executive officer of Seller; (iii) an updated Employee Compensation List, if necessary, to show changes to the information contained in the Employee Compensation List dated as of December 27, 2005; (iv) an opinion of Seller’s Counsel in substantially the form set forth on Exhibit D; (v) a non-foreign certification (in form and substance reasonably satisfactory to Buyer) that satisfies the requirements of Treasury Regulation section 1.1445-2(b)(2); (vi) Closing Consents in such forms as are reasonably acceptable to Buyer and any other Seller Required Consent that Seller receives on or prior to the Closing; (vii) a copy of the duly executed Notice related to Drug Establishment Registrations for Totowa Property in substantially the form set forth on Exhibit C-3 that will be transmitted by Seller on the Closing Date for filing with the FDA pursuant to Section 7.4; (viii) such applications and notices (in such forms as are reasonably acceptable to Buyer) that will be filed by Seller on or, as may be reasonably practicable, following the Closing Date with respect to those Governmental Permits that are being transferred to Buyer pursuant to Section 2.1(a)(vii); (ix) administrative passwords for all Purchased Assets, as applicable; (x) copies of all Business Documents, Systems and Information, including without limitation, the SOP’s; (xi) termination statements or other evidence (in a form reasonably acceptable to Buyer) that any liens identified on Schedule 4.11 have been released; (xii) if in Seller’s possession, the LNA with respect to the Transactions from the NJDEP; and (xiii) such other instruments of conveyance and transfer, in form reasonably satisfactory to Buyer and its counsel, as shall be necessary and effective to transfer and assign to, and vest in, Buyer all of Seller’s right, title and interest in and to the Purchased Assets. With respect to the items contemplated by clause (x) above, Buyer acknowledges that such items are maintained at the Totowa Property and, as such, shall be deemed delivered at the Closing. (b) Buyer shall deliver to Seller: (i) duly executed counterparts to the Transaction Documents to which it is a party; and (ii) such other documents, instruments, certificates and agreements as may be reasonably required by Seller to consummate and give effect to the Transactions. (c) Buyer shall deliver the Purchase Price to Seller in accordance with Section 2.2. (d) Buyer shall deliver the Inventory Payment. (e) Buyer shall deliver the Milestone Payments. (f) Buyer shall deliver, if applicable, Buyer’s pro rated portion of any property tax prepaid by Seller with respect to the period up to and including the Closing Date. Each of the payments contemplated to be delivered at the Closing by Buyer shall be made by wire transfer of immediately available funds in accordance with instructions provided by Seller to Buyer prior to the Closing Date.

Deliveries. At the Closing, subject to the satisfaction of the conditions set forth in Section 8 or Section 9, as applicable, (a) Seller On or prior to the Closing Date (except as indicated below), the Company shall deliver, deliver or cause to be delivered, delivered to Buyereach Purchaser the following: (i) this Agreement duly executed counterparts to by the Transaction Documents to which each of Seller, Safeguard and the Landlord are partiesCompany; (ii) true a legal opinion of each Company US Counsel, Company Cayman Islands Counsel, and complete copies of Company PRC Counsel, substantially in the duly executed Ancillary Agreements, certified by an executive officer of Sellerform and substance reasonably acceptable to the Placement Agents; (iii) an updated Employee Compensation List, if necessary, to show changes subject to the information contained in sixth sentence of Section 2.1, the Employee Compensation List dated as of December 27Company shall have provided each Purchaser with the Company’s wire instructions, 2005on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iv) subject to the sixth sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an opinion expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of Seller’s Counsel in substantially the form set forth on Exhibit Dsuch Purchaser; (v) a nonon the date hereof, the duly executed Lock-foreign certification (in form and substance reasonably satisfactory to Buyer) that satisfies the requirements of Treasury Regulation section 1.1445-2(b)(2)Up Agreements; (vi) Closing Consents the Preliminary Prospectus and Prospectus (which may be delivered in such forms as are reasonably acceptable to Buyer and any other Seller Required Consent that Seller receives on or prior to accordance with Rule 172 under the Closing;Securities Act); and (vii) a copy for each Purchaser of the duly executed Notice related to Drug Establishment Registrations for Totowa Property in substantially the form set forth on Exhibit C-3 that will be transmitted by Seller on the Closing Date for filing with the FDA Pre-Funded Warrants pursuant to Section 7.4; (viii) 2.1 [Closing], a Pre-Funded Warrant registered in the name of such applications and notices (in such forms as are reasonably acceptable Purchaser to Buyer) that will be filed by Seller on or, as may be reasonably practicable, following the Closing Date with respect purchase up to those Governmental Permits that are being transferred to Buyer pursuant to Section 2.1(a)(vii); (ix) administrative passwords for all Purchased Assets, as applicable; (x) copies a number of all Business Documents, Systems and Information, including without limitation, the SOP’s; (xi) termination statements or other evidence (in a form reasonably acceptable to Buyer) that any liens identified on Schedule 4.11 have been released; (xii) if in Seller’s possession, the LNA with respect Ordinary Shares equal to the Transactions from portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrant divided by the NJDEP; and (xiii) such other instruments of conveyance and transferPer Share Purchase Price, in form reasonably satisfactory with an exercise price equal to Buyer and its counsel$0.0001, as shall be necessary and effective subject to transfer and assign to, and vest in, Buyer all of Seller’s right, title and interest in and to the Purchased Assets. With respect to the items contemplated by clause (x) above, Buyer acknowledges that such items are maintained at the Totowa Property and, as such, shall be deemed delivered at the Closingadjustment therein. (b) Buyer On or prior to the Closing Date, each Purchaser shall deliver or cause to Sellerbe delivered to the Company, the following: (i) this Agreement duly executed counterparts to the Transaction Documents to which it is a partyby such Xxxxxxxxx; and (ii) such other documentsPurchaser’s Subscription Amount, instruments, certificates and agreements as may be reasonably required by Seller to consummate and give effect to the Transactions. (c) Buyer shall deliver the Purchase Price to Seller in accordance with Section 2.2. (d) Buyer shall deliver the Inventory Payment. (e) Buyer shall deliver the Milestone Payments. (f) Buyer shall deliver, if applicable, Buyer’s pro rated portion of any property tax prepaid by Seller with respect to the period up to and including the Closing Date. Each of the payments contemplated to be delivered at the Closing by Buyer which shall be made by wire transfer of immediately available funds in accordance for “Delivery Versus Payment” settlement with instructions provided by Seller to Buyer prior to the Closing DateCompany or its designee.

Deliveries. At the Closing, subject to the satisfaction of the conditions set forth in Section 8 or Section 9, as applicable, (a) Seller On or prior to the Closing Date (except as indicated below), the Company shall deliver, deliver or cause to be delivered, delivered to Buyereach Purchaser the following: (i) this Agreement duly executed counterparts to by the Transaction Documents to which each of Seller, Safeguard and the Landlord are partiesCompany; (ii) true a legal opinion of Company Counsel, Cayman Counsel and complete copies of the duly executed Ancillary Agreements, certified by an executive officer of Seller; (iii) an updated Employee Compensation List, if necessary, to show changes Hong Kong Counsel directed to the information contained in Purchasers and the Employee Compensation List dated as of December 27Placement Agent, 2005; (iv) an opinion of Seller’s Counsel in substantially the form set forth on Exhibit D; (v) a non-foreign certification (in form and substance reasonably satisfactory to Buyerthe Placement Agent; (iii) that satisfies subject to Section 2.1, the requirements Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iv) subject to Section 2.1, a copy of Treasury Regulation section 1.1445the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price registered in the name of such Purchaser; (v) on the date hereof, the duly executed Lock-2(b)(2);Up Agreements; and (vi) Closing Consents in such forms as are reasonably acceptable to Buyer the Pricing Prospectus and any other Seller Required Consent that Seller receives on or prior to the Closing; Prospectus (vii) a copy of the duly executed Notice related to Drug Establishment Registrations for Totowa Property in substantially the form set forth on Exhibit C-3 that will be transmitted by Seller on the Closing Date for filing with the FDA pursuant to Section 7.4; (viii) such applications and notices (in such forms as are reasonably acceptable to Buyer) that will be filed by Seller on or, as which may be reasonably practicable, following delivered in accordance with Rule 172 under the Closing Date with respect to those Governmental Permits that are being transferred to Buyer pursuant to Section 2.1(a)(viiSecurities Act); (ix) administrative passwords for all Purchased Assets, as applicable; (x) copies of all Business Documents, Systems and Information, including without limitation, the SOP’s; (xi) termination statements or other evidence (in a form reasonably acceptable to Buyer) that any liens identified on Schedule 4.11 have been released; (xii) if in Seller’s possession, the LNA with respect to the Transactions from the NJDEP; and (xiii) such other instruments of conveyance and transfer, in form reasonably satisfactory to Buyer and its counsel, as shall be necessary and effective to transfer and assign to, and vest in, Buyer all of Seller’s right, title and interest in and to the Purchased Assets. With respect to the items contemplated by clause (x) above, Buyer acknowledges that such items are maintained at the Totowa Property and, as such, shall be deemed delivered at the Closing. (b) Buyer On or prior to the Closing Date, each Purchaser shall deliver or cause to Sellerbe delivered to the Company the following: (i) this Agreement duly executed counterparts to the Transaction Documents to which it is a partyby such Xxxxxxxxx; and (ii) such other documents, instruments, certificates and agreements as may be reasonably required Purchaser’s Subscription Amount by Seller to consummate and give effect to the Transactions. (c) Buyer shall deliver the Purchase Price to Seller in accordance with Section 2.2. (d) Buyer shall deliver the Inventory Payment. (e) Buyer shall deliver the Milestone Payments. (f) Buyer shall deliver, if applicable, Buyer’s pro rated portion of any property tax prepaid by Seller with respect to the period up to and including the Closing Date. Each of the payments contemplated to be delivered at the Closing by Buyer wire which shall be made deposited into the Company’s account as follows: Bank name: The Hongkong and Shanghai Banking Corporation Limited (HSBC) Account Address: X/X, Xxxx Xx Xxxxxxxx, 000 - 000 Xxxxxx Xxxx Xxxx, Xxxxxxx, Xxxx Xxxx Routing number: N/A Bank Code: 004 Swift Code: XXXXXXXXXXX Account name: WCHING TECH LTD CO. LIMITED Account number: 000-000000-000 (HKD) All such wire transfers shall be accompanied by wire transfer of immediately available funds in accordance with instructions provided by Seller to Buyer prior to information identifying each Purchaser, subscription, the Closing DatePurchaser’s social security or taxpayer identification number and address.

Deliveries. At the Closing, subject to the satisfaction of the conditions set forth in Section 8 or Section 9, as applicable, (a) Seller On the Closing Date, the Company shall deliver, deliver or cause to be delivered, delivered to Buyereach Purchaser the following: (i) this Agreement duly executed counterparts to by the Transaction Documents to which each of Seller, Safeguard and the Landlord are partiesCompany; (ii) true legal opinions of Company Counsel and complete copies Special Securities Counsel, in substantially the forms of the duly executed Ancillary Agreements, certified by an executive officer of SellerExhibit D-1 and Exhibit D-2 attached hereto; (iii) an updated Employee Compensation Lista Debenture with a principal amount equal to such Purchaser’s Subscription Amount, if necessary, to show changes to the information contained registered in the Employee Compensation List dated as name of December 27, 2005such Purchaser; (iv) a Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 50% of such Purchaser’s Subscription Amount divided by the Conversion Price, with an opinion of Seller’s Counsel in substantially the form set forth on Exhibit Dexercise price equal to $0.03, subject to adjustment therein; (v) a non-foreign certification (in form the Security Agreement, duly executed by the Company, the Target, ASNI and substance reasonably satisfactory to Buyer) that satisfies each Subsidiary, along with all of the requirements of Treasury Regulation section 1.1445-2(b)(2)Security Documents, including the Guarantee, duly executed by the parties thereto; (vi) Closing Consents in such forms as Action by Written Consent of the Stockholders, duly executed by stockholders of the Company, which shall represents an aggregate of at least 50.1% of the shares of Common Stock that are reasonably acceptable to Buyer issued and any other Seller Required Consent that Seller receives outstanding on or prior to the Closingdate hereof; (vii) a copy shareholder list of the duly executed Notice related Company which includes, without limitation, the shares beneficially owned by directors, officers, Affiliates of the Company, 10% or greater shareholders of the Company and any purchaser of privately placed securities of the Company, satisfactory to Drug Establishment Registrations for Totowa Property each Purchaser in substantially the form set forth on Exhibit C-3 that will be transmitted by Seller on the Closing Date for filing with the FDA pursuant to Section 7.4its sole discretion; (viii) such applications the Pledge and notices (in such forms as are reasonably acceptable Security Agreement, duly executed by the Company and Xxxxxx X. Xxxx, III along with all pledged stock certificates and other documents required to Buyer) that will be filed delivered thereunder, duly executed by Seller on or, as may be reasonably practicable, following the Closing Date with respect to those Governmental Permits that are being transferred to Buyer pursuant to Section 2.1(a)(vii);parties thereto; and (ix) administrative passwords for all Purchased Assets, as applicable; (x) copies of all Business Documents, Systems and Information, including without limitation, the SOP’s; (xi) termination statements or other evidence (in a form reasonably acceptable to Buyer) that any liens identified on Schedule 4.11 have been released; (xii) if in Seller’s possession, Registration Rights Agreement duly executed by the LNA with respect to the Transactions from the NJDEP; and (xiii) such other instruments of conveyance and transfer, in form reasonably satisfactory to Buyer and its counsel, as shall be necessary and effective to transfer and assign to, and vest in, Buyer all of Seller’s right, title and interest in and to the Purchased Assets. With respect to the items contemplated by clause (x) above, Buyer acknowledges that such items are maintained at the Totowa Property and, as such, shall be deemed delivered at the ClosingCompany. (b) Buyer On the Closing Date, each Purchaser shall deliver or cause to Sellerbe delivered to the Company the following: (i) this Agreement duly executed counterparts to the Transaction Documents to which it is a party; andby such Purchaser; (ii) such other documents, instruments, certificates and agreements as may be reasonably required by Seller to consummate and give effect to the Transactions. (c) Buyer shall deliver the Purchase Price to Seller in accordance with Section 2.2. (d) Buyer shall deliver the Inventory Payment. (e) Buyer shall deliver the Milestone Payments. (f) Buyer shall deliver, if applicable, BuyerPurchaser’s pro rated portion of any property tax prepaid by Seller with respect to the period up to and including the Closing Date. Each of the payments contemplated to be delivered at the Closing by Buyer shall be made Subscription Amount by wire transfer of immediately available funds in accordance with instructions provided by Seller to Buyer prior to the Closing Dateaccount as specified in writing by the Company; (iii) the Security Agreement duly executed by such Purchaser; (iv) the Pledge and Security Agreement duly executed by such Purchaser; and (v) the Registration Rights Agreement duly executed by such Purchaser.

Deliveries. At the Closing, subject to the satisfaction of the conditions set forth in Section 8 or Section 9, as applicable, (a) Seller On or prior to the Closing Date (except as indicated below), the Company shall deliver, deliver or cause to be delivered, delivered to Buyereach Purchaser the following: (i) this Agreement duly executed counterparts to by the Transaction Documents to which each of Seller, Safeguard and the Landlord are partiesCompany; (ii) true and complete copies of the duly executed Ancillary Agreements, certified by an executive officer of Seller; (iii) an updated Employee Compensation List, if necessary, to show changes to the information contained in the Employee Compensation List dated as of December 27, 2005; (iv) an a legal opinion of Seller’s Counsel in Mxxxx, Lxxxx, Cxxx, Fxxxxx, Gxxxxxx & Pxxxx, P.C., substantially the form set forth on Exhibit D; (v) a non-foreign certification (in form and substance reasonably satisfactory to Buyerthe Placement Agent; (iii) that satisfies subject to the requirements last sentence of Treasury Regulation section 1.1445Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead; (iv) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) a number of Shares equal to the number of Shares set forth on such Purchaser’s signature page hereto; (v) a Pre-2(b)(2Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price (rounded down to the nearest whole Share) (such number the “Specified Base Share Number”);, minus the number of Shares required to be delivered pursuant to Section 2.2(a)(iv) , with an exercise price equal to $0.0001, subject to adjustment therein. (vi) Closing Consents a Warrant registered in the name of such forms as are reasonably acceptable Purchaser to Buyer and any other Seller Required Consent that Seller receives on or prior purchase up to a number of shares of Common Stock equal to 100% of the Specified Base Share Number, with an exercise price equal to the ClosingPer Share Purchase Price, subject to adjustment therein; (vii) a copy of the duly executed Notice related to Drug Establishment Registrations for Totowa Property in substantially the form set forth on Exhibit C-3 that will be transmitted by Seller on the Closing Date for filing with the FDA pursuant to Section 7.4;Lock-Up Agreements; and (viii) such applications the Prospectus and notices Prospectus Supplement (in such forms as are reasonably acceptable to Buyer) that will be filed by Seller on or, as which may be reasonably practicable, following delivered in accordance with Rule 172 under the Closing Date with respect to those Governmental Permits that are being transferred to Buyer pursuant to Section 2.1(a)(viiSecurities Act); (ix) administrative passwords for all Purchased Assets, as applicable; (x) copies of all Business Documents, Systems and Information, including without limitation, the SOP’s; (xi) termination statements or other evidence (in a form reasonably acceptable to Buyer) that any liens identified on Schedule 4.11 have been released; (xii) if in Seller’s possession, the LNA with respect to the Transactions from the NJDEP; and (xiii) such other instruments of conveyance and transfer, in form reasonably satisfactory to Buyer and its counsel, as shall be necessary and effective to transfer and assign to, and vest in, Buyer all of Seller’s right, title and interest in and to the Purchased Assets. With respect to the items contemplated by clause (x) above, Buyer acknowledges that such items are maintained at the Totowa Property and, as such, shall be deemed delivered at the Closing. (b) Buyer On or prior to the Closing Date, each Purchaser shall deliver or cause to Sellerbe delivered to the Company, the following: (i) this Agreement duly executed counterparts to the Transaction Documents to which it is a partyby such Pxxxxxxxx; and (ii) such other documentsPurchaser’s Subscription Amount, instruments, certificates and agreements as may be reasonably required by Seller to consummate and give effect to the Transactions. (c) Buyer shall deliver the Purchase Price to Seller in accordance with Section 2.2. (d) Buyer shall deliver the Inventory Payment. (e) Buyer shall deliver the Milestone Payments. (f) Buyer shall deliver, if applicable, Buyer’s pro rated portion of any property tax prepaid by Seller with respect to the period up to and including the Closing Date. Each of the payments contemplated to be delivered at the Closing by Buyer which shall be made by wire transfer of immediately available funds in accordance for “Delivery Versus Payment” settlement with instructions provided by Seller to Buyer prior to the Closing DateCompany or its designee.

Deliveries. At the Closing, subject to the satisfaction of the conditions set forth in Section 8 or Section 9, as applicable, (a) Seller On the Closing Date, the Company shall deliver, deliver or cause to be delivered, delivered to Buyereach Purchaser the following: (i) this Agreement duly executed counterparts to by the Transaction Documents to which each of Seller, Safeguard and the Landlord are partiesCompany; (ii) true and complete copies a Debenture with a principal amount equal to such Purchaser’s Subscription Amount multiplied by 1.65, registered in the name of the duly executed Ancillary Agreements, certified by an executive officer of Sellersuch Purchaser; (iii) an updated Employee Compensation List, if necessary, to show changes to the information contained a Warrant registered in the Employee Compensation List dated as name of December 27such Purchaser to purchase up to a number of shares of Common Stock equal to 75% of such Purchaser’s Subscription Amount divided by $0.24, 2005with an exercise price equal to $0.24, subject to adjustment therein; (iv) an opinion the Security Agreement, duly executed by the Company and each Subsidiary, along with all of Seller’s Counsel in substantially the form set forth on Exhibit DSecurity Documents, including the Subsidiary Guarantee, duly executed by the parties thereto; (v) a non-foreign certification form of consent, waiver and amendment agreement issued by: (A) the Senior Lender Purchasers in the form attached as Exhibit I-1 (“Senior Lender Consent, Waiver and substance reasonably satisfactory Amendment Agreement”); and (B) holders of not less than 67% of the outstanding principal amount of the March Debentures and the November Debentures in the form attached as Exhibit I-2 (“Other Debenture Holders’ Consent, Wavier and Amendment Agreement”), consenting to Buyer) that satisfies the requirements of Treasury Regulation section 1.1445-2(b)(2)transactions contemplated herein; (vi) the July Senior Lender Intercreditor Agreement, duly executed by the Company and the Senior Lender Purchasers, if required by Senior Lender ; and (vii) the July Purchasers Intercreditor Agreement, duly executed by the Company and each of the July Purchasers. (viii) evidence of the initial closing of the sale of July Debentures. (b) On the Closing Consents Date, each Purchaser shall deliver or cause to be delivered to the Company the following (unless waived by the Company with the consent of the Collateral Agent): (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s proof of funding of the Subscription Amount by delivery of written acknowledgment on the counterpart signature page hereof of the corresponding offset in the amount of monies otherwise owing from the Company or any of its wholly owned subsidiaries to the Purchaser. (iii) the Security Agreement duly executed by such forms as Purchaser; (iv) the July Senior Lender Intercreditor Agreement duly executed by such Purchaser; and (v) the July Purchasers Intercreditor Agreement duly executed by such Purchaser. (c) C losing Conditions. (a) The obligations of the Company hereunder in connection with the Closing are reasonably acceptable subject to Buyer the following conditions being met: (i) the accuracy in all material respects on the Closing Date of the representations and any other Seller Required Consent that Seller receives on warranties of the Purchasers contained herein; (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met or waived by the Purchasers. (i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein; (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery of the consent, waiver and amendment agreement, in the form attached hereto as Exhibit I-1, duly executed by the parties named therein; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; (v) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission and, at any time prior to the Closing Date, a banking moratorium shall not have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing; (vi) subscriptions for no less than $3,500,000 of July Debenture Subscription Amount must have been received by the Company, and the holders of Other Debentures holding not less than 67% of the outstanding Other Debentures principal amount must have executed the Consent, Waiver and Amendment Agreement; (vii) the Company shall have documented a copy restructuring plan with the holders of not less than 60% of outstanding accounts payable of the duly executed Notice related to Drug Establishment Registrations for Totowa Property in substantially the form set forth on Exhibit C-3 that will be transmitted by Seller on the Closing Date for filing with the FDA pursuant to Section 7.4;Company which are over 60 days outstanding; and (viii) such applications Senior Lender and notices (in such forms as are reasonably acceptable to Buyer) that will be filed by Seller on or, as may be reasonably practicable, following the Closing Date with respect to those Governmental Permits that are being transferred to Buyer pursuant to Section 2.1(a)(vii); (ix) administrative passwords for all Purchased Assets, as applicable; (x) copies of all Business Documents, Systems and Information, including without limitation, Company shall have amended the SOP’s; (xi) termination statements or other evidence (in a form reasonably acceptable to Buyer) that any liens identified on Schedule 4.11 have been released; (xii) if in Seller’s possession, the LNA Senior Lender Loan Agreement with respect to the Transactions from the NJDEP; and (xiii) such other instruments of conveyance and transfer, covenants in form reasonably a manner satisfactory to Buyer the Company and Aequitas Capital Management, Inc. (“Aequitas”) and the loan subject to the Senior Lender Loan Agreement shall continue to have a maturity date no earlier than its counsel, as shall be necessary and effective to transfer and assign tooriginal maturity date, and vest in, Buyer with the Senior Lender having waived all of Seller’s right, title and interest in and to know defaults under the Purchased Assets. With respect to the items contemplated by clause Senior Loan Agreement (x) above, Buyer acknowledges that such items are maintained at the Totowa Property and, as such, shall be deemed delivered at the Closing. (b) Buyer shall deliver to Seller: (i) duly executed counterparts to the Transaction Documents to which it is a party; and (ii) such other documents, instruments, certificates and agreements as may be reasonably required by Seller to consummate and give effect to the Transactions. (c) Buyer shall deliver the Purchase Price to Seller in accordance with Section 2.2. (d) Buyer shall deliver the Inventory Payment. (e) Buyer shall deliver the Milestone Payments. (f) Buyer shall deliver, if applicable, Buyer’s pro rated portion of any property tax prepaid by Seller including with respect to the period up to and including the Closing Date. Each forbearance agreement dated as of the payments contemplated to be delivered at the Closing by Buyer shall be made by wire transfer of immediately available funds in accordance with instructions provided by Seller to Buyer prior to the Closing DateJuly 7, 2009—“Forbearance Agreement”).

Deliveries. At the Closing, subject to the satisfaction of the conditions set forth in Section 8 or Section 9, as applicable, (a) Seller On or prior to the Closing Date, the Company shall deliver, deliver or cause to be delivered, delivered to Buyereach Purchaser the following: (i) this Agreement duly executed counterparts to by the Transaction Documents to which each of Seller, Safeguard and the Landlord are partiesCompany; (ii) true and complete copies a legal opinion of Company Counsel, substantially in the duly executed Ancillary Agreements, certified by an executive officer form of SellerExhibit D attached hereto; (iii) an updated Employee Compensation Lista Debenture with a principal amount equal to such Purchaser’s Subscription Amount, if necessary, to show changes to the information contained registered in the Employee Compensation List dated as name of December 27, 2005such Purchaser; (iv) a Series A Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 150% of such Purchaser’s Conversion Shares on the Closing Date, with an opinion of Seller’s Counsel in substantially the form set forth on Exhibit Dexercise price equal to $1.84, subject to adjustment therein; (v) a non-foreign certification (copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver a certificate evidencing a number of Shares equal to 1,166,113 for each $2,050,000 of Subscription Amount, registered in form and substance reasonably satisfactory to Buyer) that satisfies the requirements name of Treasury Regulation section 1.1445-2(b)(2)such Purchaser; (vi) Closing Consents in such forms as are reasonably acceptable to Buyer and any other Seller Required Consent that Seller receives the Company shall have provided each Purchaser with the Company’s wire instructions on or prior to Company letterhead, executed by an authorized signatory of the ClosingCompany; (vii) a copy the Security Agreement, duly executed by the Company, along with all of the Security Documents, including the Subsidiary Guarantee, duly executed Notice related to Drug Establishment Registrations for Totowa Property in substantially by the form set forth on Exhibit C-3 parties thereto, the Pledged Securities and corresponding stock powers, provided that will the Subsidiary Guarantee shall be transmitted by Seller on delivered within twenty (20) calendar days following the Closing Date for filing with the FDA pursuant to Section 7.4;Date; and (viii) such applications and notices (in such forms as are reasonably acceptable to Buyer) that will be filed the Registration Rights Agreement duly executed by Seller on or, as may be reasonably practicable, following the Closing Date with respect to those Governmental Permits that are being transferred to Buyer pursuant to Section 2.1(a)(vii); (ix) administrative passwords for all Purchased Assets, as applicable; (x) copies of all Business Documents, Systems and Information, including without limitation, the SOP’s; (xi) termination statements or other evidence (in a form reasonably acceptable to Buyer) that any liens identified on Schedule 4.11 have been released; (xii) if in Seller’s possession, the LNA with respect to the Transactions from the NJDEP; and (xiii) such other instruments of conveyance and transfer, in form reasonably satisfactory to Buyer and its counsel, as shall be necessary and effective to transfer and assign to, and vest in, Buyer all of Seller’s right, title and interest in and to the Purchased Assets. With respect to the items contemplated by clause (x) above, Buyer acknowledges that such items are maintained at the Totowa Property and, as such, shall be deemed delivered at the ClosingCompany. (b) Buyer On or prior to the Closing Date, each Purchaser shall deliver or cause to Sellerbe delivered to the Company the following: (i) this Agreement duly executed counterparts to the Transaction Documents to which it is a party; andby such Purchaser; (ii) such other documents, instruments, certificates and agreements as may be reasonably required by Seller to consummate and give effect to the Transactions. (c) Buyer shall deliver the Purchase Price to Seller in accordance with Section 2.2. (d) Buyer shall deliver the Inventory Payment. (e) Buyer shall deliver the Milestone Payments. (f) Buyer shall deliver, if applicable, BuyerPurchaser’s pro rated portion of any property tax prepaid by Seller with respect to the period up to and including the Closing Date. Each of the payments contemplated to be delivered at the Closing by Buyer shall be made Subscription Amount by wire transfer of immediately available funds in accordance with instructions provided by Seller to Buyer prior to the Closing Dateaccount specified in writing by the Company; (iii) the Security Agreement duly executed by such Purchaser; and (iv) the Registration Rights Agreement duly executed by such Purchaser.

Deliveries. At the Closing, subject (a) Subject to the satisfaction of the conditions set forth in Section 8 or Section 95.21 below, as applicable, (a) Seller , on or prior to each Closing, the Company shall deliver, deliver or cause to be delivereddelivered to each of the Purchasers, to Buyeras directed by the Placement Agent, the following: (i) this Agreement duly executed counterparts to by the Transaction Documents to which each of Seller, Safeguard and the Landlord are partiesCompany; (ii) true and complete copies legal opinions of the duly executed Ancillary Agreements(1) Company Cayman Islands Counsel, certified by an executive officer of Seller; (iii) an updated Employee Compensation List, if necessary, to show changes to the information contained in the Employee Compensation List dated as of December 27, 2005; (iv) an opinion of Seller’s Counsel in substantially the form set forth on Exhibit D; (v) a non-foreign certification (in form and substance reasonably satisfactory to Buyer) that satisfies the requirements of Treasury Regulation section 1.1445-2(b)(2); (vi) Closing Consents in such forms as are reasonably acceptable to Buyer and any other Seller Required Consent that Seller receives on or prior to the Closing; (vii) a copy of the duly executed Notice related to Drug Establishment Registrations for Totowa Property in substantially the form set forth on Exhibit C-3 that will be transmitted by Seller on the Closing Date for filing with the FDA pursuant to Section 7.4; (viii) such applications and notices (in such forms as are reasonably acceptable to Buyer) that will be filed by Seller on or, as may be reasonably practicable, following the Closing Date with respect to those Governmental Permits that are being transferred to Buyer pursuant to Section 2.1(a)(vii); (ix) administrative passwords for all Purchased Assets, as applicable; (x) copies of all Business Documents, Systems and Information, including without limitation, the SOP’s; (xi) termination statements or other evidence (in a form reasonably acceptable to Buyerthe Placement Agent and Purchasers, and (2) that any liens identified on Schedule 4.11 have been releasedU.S legal counsel in form and substance substantially similar to the opinions delivered by U.S. legal counsel and U.S. special counsel to the Company in connection with an offering pursuant to the prospectus dated November 18, 2020, which opinions shall be deemed reasonably satisfactory to the Placement Agent and the Purchasers; (xiiiii) if in Sellerthe Company shall have provided each Purchaser with the Company’s possessionwire instructions, on Company letterhead and executed by the LNA with respect Chief Executive Officer or Chief Financial Officer; (iv) subject to the Transactions from last sentence of Section 2.1, a copy of the NJDEPirrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to such Purchaser’s Unit Subscription Amount divided by the Per Unit Purchase Price, registered in the name of such Purchaser; (v) an Ordinary Warrant registered in the name of each Purchaser to purchase up to a number of Ordinary Shares equal to 50% of such Purchaser’s Shares, with an exercise price equal to $[●], subject to adjustment therein (such Ordinary Warrant certificate may be delivered within three Trading Days of each Closing Date); and (xiiivi) such other instruments of conveyance and transfer, the Prospectus (which may be delivered in form reasonably satisfactory to Buyer and its counsel, as shall be necessary and effective to transfer and assign to, and vest in, Buyer all of Seller’s right, title and interest in and to accordance with Rule 172 under the Purchased Assets. With respect to the items contemplated by clause (x) above, Buyer acknowledges that such items are maintained at the Totowa Property and, as such, shall be deemed delivered at the ClosingSecurities Act). (b) Buyer On or prior to each Closing, each Purchaser shall deliver or cause to Sellerbe delivered to the Company the following: (i) this Agreement duly executed counterparts to the Transaction Documents to which it is a partyby each Purchaser; and (ii) such other documents, instruments, certificates and agreements as may be reasonably required by Seller to consummate and give effect to the Transactions. (c) Buyer shall deliver the Purchase Price to Seller in accordance with Section 2.2. (d) Buyer shall deliver the Inventory Payment. (e) Buyer shall deliver the Milestone Payments. (f) Buyer shall deliver, if applicable, BuyerPurchaser’s pro rated portion of any property tax prepaid by Seller with respect to the period up to and including the Closing Date. Each of the payments contemplated to be delivered at the Closing by Buyer shall be made purchase price by wire transfer of immediately available funds in accordance with instructions provided or by Seller to Buyer prior check to the Closing DateEscrow Account as follows: Bank: Wilmington Trust Company (the “Escrow Agent”) Name of Account: Ebang International Escrow Account Number: 144429-000 ABA Number: 000000000 International Wires: Bank: M&T Buffalo, New York Beneficiary Bank: Wilmington Trust Name of Account: Ebang International Escrow Account Number: 144429-000 ABA Number: 000000000 SWIFT Number: XXXXXX00 Beneficial ABA: 000000000 All such checks and wire transfers remitted to the Escrow Agent shall be accompanied by information identifying each Purchaser, subscription, the Purchaser’s social security or taxpayer identification number and address. Checks or wire transfers shall be deposited into a non interest-bearing account at Wilmington Trust, National Association entitled “Ebang Escrow” (the “Escrow Account”).

Deliveries. At the Closing, subject to the satisfaction of the conditions set forth in Section 8 or Section 9, as applicable, (a) Seller On or prior to the Closing Date, the Company shall deliver, deliver or cause to be delivered, delivered to Buyereach Purchaser and the Placement Agent the following: (i) this Agreement duly executed counterparts to by the Transaction Documents to which each of Seller, Safeguard and the Landlord are partiesCompany; (ii) true a legal opinion of Company Counsel, in a form satisfactory to the Placement Agent and complete copies each Purchaser that agreed to purchase, together with its affiliates, at least $250,000 of the duly executed Ancillary Agreements, certified by an executive officer of SellerSecurities; (iii) an updated Employee Compensation Lista cold comfort letter, if necessary, to show changes addressed to the information contained Placement Agent in the Employee Compensation List dated as of December 27, 2005form and substance reasonably satisfactory in all material respects from BDO China Shu Lun Pan CPAs LLP; (iv) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an opinion expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of Seller’s Counsel in substantially the form set forth on Exhibit Dsuch Purchaser; (v) a non-foreign certification (Warrant registered in form and substance reasonably satisfactory the name of such Purchaser to Buyer) that satisfies the requirements purchase up to a number of Treasury Regulation section 1.1445-2(b)(2)shares of Common Stock equal to 75% of such Purchaser’s Shares, with an exercise price equal to $1.32, subject to adjustment therein; (vi) Closing Consents an Amended Warrant registered in such forms the name of each Purchaser to purchase the same number of shares of Common Stock as are reasonably acceptable the Purchaser was able to Buyer and any other Seller Required Consent that Seller receives on or prior purchase pursuant to the Closing;Prior Warrant held by such Purchaser; and (vii) a copy of the duly executed Notice related to Drug Establishment Registrations for Totowa Property in substantially the form set forth on Exhibit C-3 that will be transmitted by Seller on the Closing Date for filing with the FDA pursuant to Section 7.4; Prospectus and Prospectus Supplement (viii) such applications and notices (in such forms as are reasonably acceptable to Buyer) that will be filed by Seller on or, as which may be reasonably practicable, following delivered in accordance with Rule 172 under the Closing Date with respect to those Governmental Permits that are being transferred to Buyer pursuant to Section 2.1(a)(viiSecurities Act); (ix) administrative passwords for all Purchased Assets, as applicable; (x) copies of all Business Documents, Systems and Information, including without limitation, the SOP’s; (xi) termination statements or other evidence (in a form reasonably acceptable to Buyer) that any liens identified on Schedule 4.11 have been released; (xii) if in Seller’s possession, the LNA with respect to the Transactions from the NJDEP; and (xiii) such other instruments of conveyance and transfer, in form reasonably satisfactory to Buyer and its counsel, as shall be necessary and effective to transfer and assign to, and vest in, Buyer all of Seller’s right, title and interest in and to the Purchased Assets. With respect to the items contemplated by clause (x) above, Buyer acknowledges that such items are maintained at the Totowa Property and, as such, shall be deemed delivered at the Closing. (b) Buyer On or prior to the Closing Date, each Purchaser shall deliver or cause to Sellerbe delivered to the Company the following: (i) this Agreement duly executed counterparts to the Transaction Documents to which it is a partyby such Purchaser; and (ii) such other documentsPurchaser’s Subscription Amount, instruments, certificates and agreements as may be reasonably required by Seller to consummate and give effect to the Transactions. (c) Buyer shall deliver the Purchase Price to Seller in accordance with Section 2.2. (d) Buyer shall deliver the Inventory Payment. (e) Buyer shall deliver the Milestone Payments. (f) Buyer shall deliver, if applicable, Buyer’s pro rated portion of any property tax prepaid by Seller with respect to the period up to and including the Closing Date. Each of the payments contemplated to be delivered at the Closing by Buyer which shall be made by wire transfer of immediately available funds in accordance for “Delivery Versus Payment” settlement with instructions provided by Seller to Buyer prior to the Closing DateCompany or its designee.

Deliveries. At the Closing, subject to the satisfaction of the conditions set forth in Section 8 or Section 9, as applicable, (a) Seller On or prior to the Initial Closing Date, the Company shall deliver, deliver or cause to be delivered, delivered to Buyerthe Purchaser the following: (i) this Agreement duly executed counterparts to by the Transaction Documents to which each of Seller, Safeguard and the Landlord are partiesCompany; (ii) true and complete copies a legal opinion of Company Counsel, dated the duly executed Ancillary AgreementsInitial Closing Date, certified by an executive officer substantially in the form of SellerExhibit B-1 attached hereto; (iii) an updated Employee Compensation Listbook entry evidence of 5,000 shares of Series B-1 Preferred Stock, if necessary, to show changes to the information contained registered in the Employee Compensation List dated as name of December 27, 2005the Purchaser and evidence of the filing and acceptance of each of the Series B-1 Preferred Certificate of Designation and the Series B-2 Preferred Certificate of Designation from the Secretary of State of Delaware; (iv) an opinion the Company’s wire instructions for wire transfer of Seller’s Counsel in substantially the form set forth Series B-1 Preferred Subscription Price, less the Legal Fee Reimbursement pursuant to Section 5.2, on Exhibit DCompany letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (v) a non-foreign certification the Prospectus and Prospectus Supplement (which may be delivered in form and substance reasonably satisfactory to Buyer) that satisfies accordance with Rule 172 under the requirements of Treasury Regulation section 1.1445-2(b)(2Securities Act);; and (vib) Closing Consents in such forms as are reasonably acceptable to Buyer and any other Seller Required Consent that Seller receives on On or prior to the Closing; (vii) a copy of the duly executed Notice related to Drug Establishment Registrations for Totowa Property in substantially the form set forth on Exhibit C-3 that will be transmitted by Seller on the Initial Closing Date for filing with the FDA pursuant to Section 7.4; (viii) such applications and notices (in such forms as are reasonably acceptable to Buyer) that will be filed by Seller on or, as may be reasonably practicable, following the Closing Date with respect to those Governmental Permits that are being transferred to Buyer pursuant to Section 2.1(a)(vii); (ix) administrative passwords for all Purchased Assets, as applicable; (x) copies of all Business Documents, Systems and Information, including without limitationDate, the SOP’s; (xi) termination statements Purchaser shall deliver or other evidence (in a form reasonably acceptable cause to Buyer) that any liens identified on Schedule 4.11 have been released; (xii) if in Seller’s possession, the LNA with respect be delivered to the Transactions from Company the NJDEP; and (xiii) such other instruments of conveyance and transfer, in form reasonably satisfactory to Buyer and its counsel, as shall be necessary and effective to transfer and assign to, and vest in, Buyer all of Seller’s right, title and interest in and to the Purchased Assets. With respect to the items contemplated by clause (x) above, Buyer acknowledges that such items are maintained at the Totowa Property and, as such, shall be deemed delivered at the Closing. (b) Buyer shall deliver to Sellerfollowing: (i) this Agreement duly executed counterparts to by the Transaction Documents to which it is a partyPurchaser; and (ii) such other documentsthe Series B-1 Preferred Subscription Price, instrumentsless the Legal Fee Reimbursement pursuant to Section 5.2, certificates and agreements as may be reasonably required by Seller to consummate and give effect wire transfer to the Transactionsaccount specified in writing by the Company in the Company’s wire instructions provided pursuant to Section 2.2(a)(iv). (c) Buyer On or prior to the Additional Closing Date, the Company shall deliver or cause to be delivered to the Purchase Purchaser the following: (i) a legal opinion of Company Counsel, dated the Additional Closing Date, substantially in the form of Exhibit B-2 attached hereto; (ii) book entry evidence of 5,000 shares of Series B-2 Preferred Stock, registered in the name of the Purchaser; (iii) the Company’s wire instructions for wire transfer of the Series B-2 Preferred Subscription Price to Seller in accordance with Section 2.2.on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; and (d) Buyer On or prior to the Additional Closing Date, the Purchaser shall deliver the Inventory Payment. (e) Buyer shall deliver the Milestone Payments. (f) Buyer shall deliver, if applicable, Buyer’s pro rated portion of any property tax prepaid by Seller with respect to the period up to and including the Closing Date. Each of the payments contemplated or cause to be delivered at to the Closing by Buyer shall be made Company the Series B-2 Preferred Subscription Price, by wire transfer of immediately available funds to the account specified in accordance with writing by the Company in the Company’s wire instructions provided by Seller pursuant to Buyer prior to the Closing DateSection 2.2(c)(iii).

Deliveries. At the Closing, subject to the satisfaction of the conditions set forth in Section 8 or Section 9, as applicable, (a) Seller On or prior to the Closing Date, the Company shall deliver, deliver or cause to be delivered, delivered to Buyereach Purchaser the following: (i) this Agreement duly executed counterparts to by the Transaction Documents to which each of Seller, Safeguard and the Landlord are partiesCompany; (ii) true and complete copies of the duly executed Ancillary Agreements, certified by an executive officer of Seller; (iii) an updated Employee Compensation List, if necessary, to show changes to the information contained in the Employee Compensation List dated as of December 27, 2005; (iv) an a legal opinion of Seller’s Company Counsel in substantially the form set forth on Exhibit D; (v) a non-foreign certification (in form and substance reasonably satisfactory to Buyer) that satisfies the requirements of Treasury Regulation section 1.1445-2(b)(2); (vi) Closing Consents in such forms as are reasonably acceptable to Buyer and any other Seller Required Consent that Seller receives on or prior to the Closing; (vii) a copy of the duly executed Notice related to Drug Establishment Registrations for Totowa Property in substantially the form set forth on Exhibit C-3 that will be transmitted by Seller on the Closing Date for filing with the FDA pursuant to Section 7.4; (viii) such applications and notices (in such forms as are reasonably acceptable to Buyer) that will be filed by Seller on or, as may be reasonably practicable, following the Closing Date with respect to those Governmental Permits that are being transferred to Buyer pursuant to Section 2.1(a)(vii); (ix) administrative passwords for all Purchased Assets, as applicable; (x) copies of all Business Documents, Systems and Information, including without limitation, the SOP’s; (xi) termination statements or other evidence (in a form reasonably acceptable to Buyer) that any liens identified on Schedule 4.11 have been releasedthe Purchasers and the Placement Agent; (xiiiii) if the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer; (iv) the Company shall have provided each Purchaser and the Placement Agent with a certificate executed by the Chief Financial Officer of the Company, dated as of such date, in Seller’s possession, the LNA with respect form and substance satisfactory to the Transactions from Purchaser and the NJDEPPlacement Agent; (v) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to such Purchaser’s Subscription Amount applicable to the Shares divided by the Per Share Purchase Price, registered in the name of such Purchaser; (vi) a Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 50% of such Purchaser’s Shares and/or Pre-Funded Warrant Shares issuable upon exercise of the Pre-Funded Warrants, in such Closing, with an exercise price equal to $3.55, subject to adjustment therein; (vii) for each Purchaser of Pre-Funded Warrants, Pre-Funded Warrants registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to the Pre-Funded Warrants divided by the Per Share Purchase Price, with an exercise price equal to $0.01 subject to adjustment therein; and (xiiiviii) such other instruments of conveyance the Prospectus and transfer, Prospectus Supplement (which may be delivered in form reasonably satisfactory to Buyer and its counsel, as shall be necessary and effective to transfer and assign to, and vest in, Buyer all of Seller’s right, title and interest in and to accordance with Rule 172 under the Purchased Assets. With respect to the items contemplated by clause (x) above, Buyer acknowledges that such items are maintained at the Totowa Property and, as such, shall be deemed delivered at the ClosingSecurities Act). (b) Buyer On or prior to the Closing Date (unless otherwise set forth below), each Purchaser shall deliver or cause to Sellerbe delivered to the Company the following: (i) this Agreement duly executed counterparts to the Transaction Documents to which it is a partyby such Purchaser; and (ii) such other documentsPurchaser’s Subscription Amount, instruments, certificates and agreements as may be reasonably required by Seller to consummate and give effect to the Transactions. (c) Buyer shall deliver the Purchase Price to Seller in accordance with Section 2.2. (d) Buyer shall deliver the Inventory Payment. (e) Buyer shall deliver the Milestone Payments. (f) Buyer shall deliver, if applicable, Buyer’s pro rated portion of any property tax prepaid by Seller with respect to the period up to and including the Closing Date. Each of the payments contemplated to be delivered at the Closing by Buyer Closing, which shall be made by wire transfer of immediately available funds in accordance for “Delivery Versus Payment” settlement with instructions provided by Seller to Buyer prior to the Closing DateCompany or its designees.

Deliveries. At the Closing, subject to the satisfaction of the conditions set forth in Section 8 or Section 9, as applicable, (a) Seller On or prior to the Closing Date, except as otherwise indicated below, the Company shall deliver, deliver or cause to be delivered, delivered to Buyereach Purchaser the following: (i) this Agreement duly executed counterparts to by the Transaction Documents to which each of Seller, Safeguard and the Landlord are partiesCompany; (ii) true and complete copies of the duly executed Ancillary Agreements, certified by an executive officer of Seller; (iii) an updated Employee Compensation List, if necessary, to show changes to the information contained in the Employee Compensation List dated as of December 27, 2005; (iv) an a legal opinion of Seller’s Counsel in substantially the form set forth on Exhibit D; (v) a non-foreign certification (Company Counsel, in form and substance reasonably satisfactory to Buyerthe Placement Agent; (iii) that satisfies a copy of the requirements irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver, on an expedited basis, a certificate or book entry statement evidencing a number of Treasury Regulation section 1.1445-2(b)(2)Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (iv) a Series A AIO certificate registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 50% of the sum of such Purchaser’s Shares, with an exercise price equal to $3.125, subject to adjustment therein; (v) a Series B AIO certificate registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 50% of the sum of such Purchaser’s Shares, with an exercise price equal to $3.125, subject to adjustment therein; (vi) Closing Consents in such forms as are reasonably acceptable to Buyer and any other Seller Required Consent that Seller receives on or prior to the ClosingCompany shall have provided each Purchaser with the Escrow Agent’s wire instructions; (vii) a copy of the duly executed Notice related to Drug Establishment Registrations for Totowa Property in substantially the form set forth on Exhibit C-3 that will be transmitted by Seller on the Closing Date for filing with the FDA pursuant to Section 7.4Voting Agreements; (viii) such applications and notices (in such forms as are reasonably acceptable to Buyer) that will be filed by Seller on orthe date hereof, as may be reasonably practicable, following the Closing Date with respect to those Governmental Permits that are being transferred to Buyer pursuant to Section 2.1(a)(vii);Lock-Up Agreements; and (ix) administrative passwords for all Purchased Assets, as applicable; (x) copies of all Business Documents, Systems and Information, including without limitationon the date hereof, the SOP’s; (xi) termination statements or other evidence (in a form reasonably acceptable to Buyer) that any liens identified on Schedule 4.11 have been released; (xii) if in Seller’s possession, Registration Rights Agreement duly executed by the LNA with respect to the Transactions from the NJDEP; and (xiii) such other instruments of conveyance and transfer, in form reasonably satisfactory to Buyer and its counsel, as shall be necessary and effective to transfer and assign to, and vest in, Buyer all of Seller’s right, title and interest in and to the Purchased Assets. With respect to the items contemplated by clause (x) above, Buyer acknowledges that such items are maintained at the Totowa Property and, as such, shall be deemed delivered at the ClosingCompany. (b) Buyer On or prior to the Closing Date, each Purchaser shall deliver or cause to Sellerbe delivered to the Company or the Escrow Agent, as applicable, the following: (i) this Agreement duly executed counterparts by such Purchaser; (ii) to the Transaction Documents Escrow Agent, such Purchaser’s Subscription Amount by wire transfer to which it is a partythe account specified in the Escrow Agreement; and (iiiii) the Registration Rights Agreement duly executed by such other documents, instruments, certificates and agreements as may be reasonably required by Seller to consummate and give effect to the TransactionsPurchaser. (c) Buyer shall deliver the Purchase Price to Seller in accordance with Section 2.2. (d) Buyer shall deliver the Inventory Payment. (e) Buyer shall deliver the Milestone Payments. (f) Buyer shall deliver, if applicable, Buyer’s pro rated portion of any property tax prepaid by Seller with respect to the period up to and including the Closing Date. Each of the payments contemplated to be delivered at the Closing by Buyer shall be made by wire transfer of immediately available funds in accordance with instructions provided by Seller to Buyer prior to the Closing Date.

Deliveries. At the Closing, subject to the satisfaction of the conditions set forth in Section 8 or Section 9, as applicable, (a) Seller On or prior to the Closing Date, the Company shall deliver, deliver or cause to be delivereddelivered to each Purchaser and the Placement Agent the following. Other than with respect to item 2.2 (a)(v) below, these deliverables shall be reasonably acceptable to Buyereach Purchaser: (i) this Agreement duly executed counterparts to by the Transaction Documents to which each of Seller, Safeguard and the Landlord are partiesCompany; (ii) true legal opinions of (w) Company Counsel with respect to U.S. laws and complete copies securities matters (including, without limitation, a negative assurance letter or statement); and (x) Xxxxxx and Xxxxxx (Hong Kong) LLP with respect to Cayman Islands laws, in each case addressed to the Placement Agent and each of the duly executed Ancillary AgreementsPurchasers, certified by an executive officer of Sellerin a form satisfactory to Loeb, the Placement Agent and the Purchasers; (iii) an updated Employee Compensation Listcold comfort letters, if necessary, to show changes addressed to the information contained in the Employee Compensation List dated as of December 27, 2005; (iv) an opinion of Seller’s Counsel in substantially the form set forth on Exhibit D; (v) a non-foreign certification (Placement Agent in form and substance reasonably satisfactory in all material respects from each of Audit Alliance LLP and Shandong Haoxin Certified Public Accountants Co., Ltd.; (iv) a duly executed and delivered Officers’ Certificate, in customary form reasonably satisfactory to BuyerLoeb and the Placement Agent; (v) that satisfies subject to the requirements last sentence of Treasury Regulation section 1.1445-2(b)(2)Section 2.1, a copy of the irrevocable instructions to the Depositary instructing the Depositary to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (vi) Closing Consents (xii) a Warrant registered in the name of such forms as are reasonably acceptable Purchaser to Buyer and any other Seller Required Consent that Seller receives on or prior purchase up to the Closing;a number of ADSs equal to 100% of such Purchaser’s Shares, with an exercise price equal to US$1.85, subject to adjustment therein; and (vii) a copy of the duly executed Notice related to Drug Establishment Registrations for Totowa Property in substantially the form set forth on Exhibit C-3 that will be transmitted by Seller on the Closing Date for filing with the FDA pursuant to Section 7.4; Prospectus and Prospectus Supplement (viii) such applications and notices (in such forms as are reasonably acceptable to Buyer) that will be filed by Seller on or, as which may be reasonably practicable, following delivered in accordance with Rule 172 under the Closing Date with respect to those Governmental Permits that are being transferred to Buyer pursuant to Section 2.1(a)(viiSecurities Act); (ix) administrative passwords for all Purchased Assets, as applicable; (x) copies of all Business Documents, Systems and Information, including without limitation, the SOP’s; (xi) termination statements or other evidence (in a form reasonably acceptable to Buyer) that any liens identified on Schedule 4.11 have been released; (xii) if in Seller’s possession, the LNA with respect to the Transactions from the NJDEP; and (xiii) such other instruments of conveyance and transfer, in form reasonably satisfactory to Buyer and its counsel, as shall be necessary and effective to transfer and assign to, and vest in, Buyer all of Seller’s right, title and interest in and to the Purchased Assets. With respect to the items contemplated by clause (x) above, Buyer acknowledges that such items are maintained at the Totowa Property and, as such, shall be deemed delivered at the Closing. (b) Buyer On or prior to the Closing Date, each Purchaser shall deliver or cause to Sellerbe delivered to the Company the following: (i) this Agreement duly executed counterparts to the Transaction Documents to which it is a partyby such Purchaser; and (ii) such other documentsPurchaser’s Subscription Amount, instruments, certificates and agreements as may be reasonably required by Seller to consummate and give effect to the Transactions. (c) Buyer shall deliver the Purchase Price to Seller in accordance with Section 2.2. (d) Buyer shall deliver the Inventory Payment. (e) Buyer shall deliver the Milestone Payments. (f) Buyer shall deliver, if applicable, Buyer’s pro rated portion of any property tax prepaid by Seller with respect to the period up to and including the Closing Date. Each of the payments contemplated to be delivered at the Closing by Buyer which shall be made by wire transfer of immediately available funds in accordance for “Delivery Versus Payment” settlement with instructions provided by Seller to Buyer prior to the Closing DateCompany or its designee.

Deliveries. At the Closing, subject to the satisfaction of the conditions set forth in Section 8 or Section 9, as applicable, (a) Seller On or prior to the Closing Date (except as indicated below), the Company shall deliver, deliver or cause to be delivered, delivered to Buyereach Purchaser the following: (i) this Agreement duly executed counterparts to by the Transaction Documents to which each of Seller, Safeguard and the Landlord are partiesCompany; (ii) true and complete copies of the duly executed Ancillary Agreements, certified by an executive officer of Seller; (iii) an updated Employee Compensation List, if necessary, to show changes to the information contained in the Employee Compensation List dated as of December 27, 2005; (iv) an a legal opinion of Seller’s Counsel in Cxxxxxxxx & Bxxxxxx LLP, substantially the form set forth on Exhibit D; (v) a non-foreign certification (in form and substance reasonably satisfactory to Buyerthe Placement Agents; (iii) that satisfies subject to the requirements last sentence of Treasury Regulation section 1.1445Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead; (iv) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) a number of Shares equal to the number of Shares set forth on such Purchaser’s signature page hereto; (v) a Pre-2(b)(2Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price (rounded down to the nearest whole Share) (such number the “Specified Base Share Number”);, minus the number of Shares required to be delivered pursuant to Section 2.2(a)(iv) , with an exercise price equal to $0.001, subject to adjustment therein. (vi) Closing Consents a Warrant registered in the name of such forms as are reasonably acceptable Purchaser to Buyer and any other Seller Required Consent that Seller receives on or prior purchase up to a number of shares of Common Stock equal to 100% of the Specified Base Share Number, with an exercise price equal to the ClosingPer Share Purchase Price, subject to adjustment therein; (vii) a copy of the duly executed Notice related to Drug Establishment Registrations for Totowa Property in substantially the form set forth on Exhibit C-3 that will be transmitted by Seller on the Closing Date for filing with the FDA pursuant to Section 7.4;Lock-Up Agreements; and (viii) such applications the Prospectus and notices Prospectus Supplement (in such forms as are reasonably acceptable to Buyer) that will be filed by Seller on or, as which may be reasonably practicable, following delivered in accordance with Rule 172 under the Closing Date with respect to those Governmental Permits that are being transferred to Buyer pursuant to Section 2.1(a)(viiSecurities Act); (ix) administrative passwords for all Purchased Assets, as applicable; (x) copies of all Business Documents, Systems and Information, including without limitation, the SOP’s; (xi) termination statements or other evidence (in a form reasonably acceptable to Buyer) that any liens identified on Schedule 4.11 have been released; (xii) if in Seller’s possession, the LNA with respect to the Transactions from the NJDEP; and (xiii) such other instruments of conveyance and transfer, in form reasonably satisfactory to Buyer and its counsel, as shall be necessary and effective to transfer and assign to, and vest in, Buyer all of Seller’s right, title and interest in and to the Purchased Assets. With respect to the items contemplated by clause (x) above, Buyer acknowledges that such items are maintained at the Totowa Property and, as such, shall be deemed delivered at the Closing. (b) Buyer On or prior to the Closing Date, each Purchaser shall deliver or cause to Sellerbe delivered to the Company, the following: (i) this Agreement duly executed counterparts to the Transaction Documents to which it is a partyby such Pxxxxxxxx; and (ii) such other documentsPurchaser’s Subscription Amount, instruments, certificates and agreements as may be reasonably required by Seller to consummate and give effect to the Transactions. (c) Buyer shall deliver the Purchase Price to Seller in accordance with Section 2.2. (d) Buyer shall deliver the Inventory Payment. (e) Buyer shall deliver the Milestone Payments. (f) Buyer shall deliver, if applicable, Buyer’s pro rated portion of any property tax prepaid by Seller with respect to the period up to and including the Closing Date. Each of the payments contemplated to be delivered at the Closing by Buyer which shall be made by wire transfer of immediately available funds in accordance for “Delivery Versus Payment” settlement with instructions provided by Seller to Buyer prior to the Closing DateCompany or its designee.

Deliveries. At the Closing, subject to the satisfaction of the conditions set forth in Section 8 or Section 9, as applicable, (a) Seller On or prior to the Closing Date (except as indicated below), the Company shall deliver, deliver or cause to be delivered, delivered to Buyereach Purchaser the following: (i) this Agreement duly executed counterparts to by the Transaction Documents to which each of Seller, Safeguard and the Landlord are partiesCompany; (ii) true and complete copies of the duly executed Ancillary Agreements, certified by an executive officer of Seller; (iii) an updated Employee Compensation List, if necessary, to show changes to the information contained in the Employee Compensation List dated as of December 27, 2005; (iv) an a legal opinion of Seller’s Counsel in substantially the form set forth on Exhibit D; (v) a non-foreign certification (Company Counsel, in form and substance reasonably satisfactory to Buyerthe Placement Agent; (iii) that satisfies subject to the requirements last sentence of Treasury Regulation section 1.1445Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system a number of Shares equal to the number of Shares set forth on such Purchaser’s signature page hereto; (v) a Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the sum of such Purchaser’s Shares and Pre-2(b)(2)Funded Warrant Shares, with an exercise price equal to $11.24, subject to adjustment therein; (vi) Closing Consents for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such forms Purchaser to purchase up to a number of Pre-Funded Warrant Shares as are reasonably acceptable specified on such Purchaser’s signature page hereto, with an exercise price equal to Buyer and any other Seller Required Consent that Seller receives on or prior $0.0001, subject to the Closingadjustment therein; (vii) a copy of on the date hereof, the duly executed Notice related to Drug Establishment Registrations for Totowa Property in substantially the form set forth on Exhibit C-3 that will be transmitted by Seller on the Closing Date for filing with the FDA pursuant to Section 7.4;Lock-Up Agreements; and (viii) such applications the Prospectus and notices Prospectus Supplement (in such forms as are reasonably acceptable to Buyer) that will be filed by Seller on or, as which may be reasonably practicable, following delivered in accordance with Rule 172 under the Closing Date with respect to those Governmental Permits that are being transferred to Buyer pursuant to Section 2.1(a)(viiSecurities Act); (ix) administrative passwords for all Purchased Assets, as applicable; (x) copies of all Business Documents, Systems and Information, including without limitation, the SOP’s; (xi) termination statements or other evidence (in a form reasonably acceptable to Buyer) that any liens identified on Schedule 4.11 have been released; (xii) if in Seller’s possession, the LNA with respect to the Transactions from the NJDEP; and (xiii) such other instruments of conveyance and transfer, in form reasonably satisfactory to Buyer and its counsel, as shall be necessary and effective to transfer and assign to, and vest in, Buyer all of Seller’s right, title and interest in and to the Purchased Assets. With respect to the items contemplated by clause (x) above, Buyer acknowledges that such items are maintained at the Totowa Property and, as such, shall be deemed delivered at the Closing. (b) Buyer On or prior to the Closing Date, each Purchaser shall deliver or cause to Sellerbe delivered to the Company the following: (i) this Agreement duly executed counterparts to the Transaction Documents to which it is a partyby such Xxxxxxxxx; and (ii) such other documentsPurchaser’s Subscription Amount, instruments, certificates and agreements as may be reasonably required by Seller to consummate and give effect to the Transactions. (c) Buyer shall deliver the Purchase Price to Seller in accordance with Section 2.2. (d) Buyer shall deliver the Inventory Payment. (e) Buyer shall deliver the Milestone Payments. (f) Buyer shall deliver, if applicable, Buyer’s pro rated portion of any property tax prepaid by Seller with respect to the period up to and including the Closing Date. Each of the payments contemplated to be delivered at the Closing by Buyer which shall be made by wire transfer of immediately available funds in accordance for “Delivery Versus Payment” settlement with instructions provided by Seller to Buyer prior to the Closing DateCompany or its designee.

Deliveries. At the Closing, subject to the satisfaction of the conditions set forth in Section 8 or Section 9, as applicable, (a) Seller On or prior to the Closing Date, the Company shall deliver, deliver or cause to be delivered, delivered to Buyereach Purchaser and the Placement Agent the following: (i) this Agreement duly executed counterparts to by the Transaction Documents to which each of Seller, Safeguard and the Landlord are partiesCompany; (ii) true legal opinions of (x) Company Counsel with respect to U.S. laws and complete copies securities matters (including without limitation, a negative assurance letter or statement); and (y) BVI Counsel with respect to British Virgin Islands laws, each addressed to the Placement Agent and each of the duly executed Ancillary AgreementsPurchasers, certified by an executive officer and each in a form satisfactory to Loeb, the Placement Agent and each of Seller;the Purchasers. (iii) an updated Employee Compensation Lista cold comfort letter, if necessary, to show changes addressed to the information contained Placement Agent in the Employee Compensation List dated as of December 27, 2005form and substance reasonably satisfactory in all material respects from Centurion ZD CPA & Co; (iv) an opinion of Seller’s Counsel in substantially the form set forth on Exhibit DLock-Up Agreements; (v) a non-foreign certification (duly executed and delivered Officers’ Certificate, in customary form and substance reasonably satisfactory to Buyer) that satisfies Loeb and the requirements of Treasury Regulation section 1.1445-2(b)(2)Placement Agent; (vi) Closing Consents in such forms as are reasonably acceptable to Buyer and any other Seller Required Consent that Seller receives on or prior subject to the Closinglast sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (vii) (xii) a copy Warrant registered in the name of the duly executed Notice related such Purchaser to Drug Establishment Registrations for Totowa Property in substantially the form set forth on Exhibit C-3 that will be transmitted by Seller on the Closing Date for filing purchase up to a number of Ordinary Shares equal to 100% of such Purchaser’s Shares, with the FDA pursuant an exercise price equal to Section 7.4;US$3.60, subject to adjustment therein; and (viii) such applications the Prospectus and notices Prospectus Supplement (in such forms as are reasonably acceptable to Buyer) that will be filed by Seller on or, as which may be reasonably practicable, following delivered in accordance with Rule 172 under the Closing Date with respect to those Governmental Permits that are being transferred to Buyer pursuant to Section 2.1(a)(viiSecurities Act); (ix) administrative passwords for all Purchased Assets, as applicable; (x) copies of all Business Documents, Systems and Information, including without limitation, the SOP’s; (xi) termination statements or other evidence (in a form reasonably acceptable to Buyer) that any liens identified on Schedule 4.11 have been released; (xii) if in Seller’s possession, the LNA with respect to the Transactions from the NJDEP; and (xiii) such other instruments of conveyance and transfer, in form reasonably satisfactory to Buyer and its counsel, as shall be necessary and effective to transfer and assign to, and vest in, Buyer all of Seller’s right, title and interest in and to the Purchased Assets. With respect to the items contemplated by clause (x) above, Buyer acknowledges that such items are maintained at the Totowa Property and, as such, shall be deemed delivered at the Closing. (b) Buyer On or prior to the Closing Date, each Purchaser shall deliver or cause to Sellerbe delivered to the Company the following: (i) this Agreement duly executed counterparts to the Transaction Documents to which it is a partyby such Purchaser; and (ii) such other documentsPurchaser’s Subscription Amount, instruments, certificates and agreements as may be reasonably required by Seller to consummate and give effect to the Transactions. (c) Buyer shall deliver the Purchase Price to Seller in accordance with Section 2.2. (d) Buyer shall deliver the Inventory Payment. (e) Buyer shall deliver the Milestone Payments. (f) Buyer shall deliver, if applicable, Buyer’s pro rated portion of any property tax prepaid by Seller with respect to the period up to and including the Closing Date. Each of the payments contemplated to be delivered at the Closing by Buyer which shall be made by wire transfer of immediately available funds in accordance for “Delivery Versus Payment” settlement with instructions provided by Seller to Buyer prior to the Closing DateCompany or its designee.

Deliveries. At the Closing, subject to the satisfaction of the conditions set forth in Section 8 or Section 9, as applicable, (a) Simultaneously with the execution hereof, Seller shall deliver, or cause to be delivered, to Buyershall: (i1) duly executed counterparts Deliver to Purchaser certified resolutions of the Transaction Documents Board of Directors of Seller authorizing Seller to which each enter into this Agreement and to consummate the transactions covered by this Agreement and of Sellerthe authority of the persons executing all other instruments or writing of conveyance, Safeguard transfer and the Landlord are parties;assignment. (ii2) true and complete copies of the duly executed Ancillary Agreements, certified by an executive officer of Seller; (iii) an updated Employee Compensation List, if necessary, Deliver to show changes to the information contained in the Employee Compensation List dated as of December 27, 2005; (iv) Purchaser an opinion of Graubard Miller, counsel to Seller’s Counsel , in substantially the form attached hereto as Schexxxx 0.02(x)(0), dated the date hereof and addressed to Purchaser. (3) Convey and transfer to Purchaser all of the Assets by good and sufficient bills of sale or other instruments of conveyance running to Purchaser. The transfer of the Assets by magnetic tape or by such other medium as Purchaser may reasonably require shall take place at CDS's facility in Iowa or at such other location as may be reasonably specified by Purchaser. Seller shall deliver to Purchaser all Assets (other than those held by CDS) in its possession and /or control within five (5) days after the date hereof. (4) Deliver to Purchaser a statement from CDS that the II active subscriber list consists of at least 432,000 subscribers who will receive the August 2001 issue of II. (5) Deliver to Purchaser a statement from CDS describing all list orders not shipped by the date of execution of this Agreement. (6) Deliver to Purchaser the June 30, 2001 expired inventory and related copy liability report for II. (7) Deliver to Purchaser a Bill of Sale executed by Seller in the form set forth on Exhibit D;in Schedule 9.01(x)(0). (v) a non-foreign certification (in form and substance reasonably satisfactory 8) Deliver to Buyer) that satisfies the requirements of Treasury Regulation section 1.1445-2(b)(2); (vi) Closing Consents in such forms as are reasonably acceptable to Buyer and any other Seller Required Consent that Seller receives on or prior to the Closing; (vii) Purchaser a copy of the duly executed Notice related a communication from Seller to Drug Establishment Registrations for Totowa Property in substantially the form set forth on Exhibit C-3 that will be transmitted by Seller on the Closing Date for filing with the FDA pursuant to Section 7.4; CDS instructing CDS (viii) such applications and notices (in such forms as are reasonably acceptable to Buyeri) that will be filed by as of the date of execution of this Agreement, Seller on orhas sold its current subscriber, expired subscriber and bad pay subscriber lists and related fulfillment data and any list rental orders not shipped as may be reasonably practicableof the date of execution of this Agreement to Purchaser, following (ii) instructing CDS to follow the Closing Date instructions of Purchaser with respect to those Governmental Permits that are being transferred said lists and orders, including but not limited to Buyer pursuant instructions to Section 2.1(a)(vii);CDS from Purchaser regarding merging the Individual Investor lists and data with Purchaser's lists and data, (iii) instructing CDS to deposit in an account for the benefit of Purchaser cash, credit card payments, checks and money orders received on or after the date of execution of this Agreement for payments for subscriptions to Individual Investor and for payments for list rental orders not shipped by the date of execution of this Agreement. (ix9) administrative passwords Deliver to Purchaser copies of the July 2001 and August 2001 issues of II and the Form 3541 for all Purchased Assets, as applicable;second class postage expense for the July 2001 and August 2001 issues of II mailed to subscribers. (x10) copies Deliver to Purchaser a fully executed agreement between Seller and American Association of Individual Investors, Inc. ("AAII") as described in Section 1.03 hereof, together with acknowledgement by AAII that the payment to AAII required thereunder has been received. (11) Deliver to Purchaser a statement from CDS acknowledging that it is holding all Business Documents, Systems and Informationfiles that it has previously held for Seller for the account of Purchaser, including without limitationlimitation Seller's current subscriber list of not less than 432,000 subscribers, the SOP’s; Seller's expired subscriber list of not less than 795,000 subscribers (xi) termination statements or other evidence (in a form reasonably acceptable to Buyer) that any liens identified on Schedule 4.11 have been released; (xii) if in which may include duplicates), Seller’s possession, the LNA with respect to the Transactions from the NJDEP; and (xiii) such other instruments 's bad pay list of conveyance and transfer, in form reasonably satisfactory to Buyer and its counsel, as shall be necessary and effective to transfer and assign toapproximately 250,000 names, and vest in, Buyer all of Seller’s right, title and interest in and to the Purchased Assets. With respect to the items contemplated by clause (x) above, Buyer acknowledges that such items are maintained at the Totowa Property and, as such, shall be deemed delivered at the Closing's list rental file. (b) Buyer shall deliver to SellerSimultaneously with the execution of this Agreement and after receipt by Purchaser of the documents described in 9.01(a)(1), (2), (4), (5), (6), (7), (8), (9), (10) and (11), Purchaser shall: (i1) duly executed counterparts Deliver to Seller certified resolutions of the Transaction Documents Executive Committee or Board of Directors of Purchaser authorizing Purchaser to which it is a partyenter into this Agreement and to consummate the transactions covered by this Agreement, and of the authority of the persons executing all documents delivered to Seller hereunder; and (ii2) such other documents, instruments, certificates and agreements as may be reasonably required by Seller to consummate and give effect to the Transactions. (c) Buyer shall deliver the Purchase Price Pay to Seller Three Million Five Hundred Thousand Dollars ($3,500,000.00) as specified in accordance with Section 2.22.01, in the manner prescribed therein, subject to escrow provisions of Sections 9.03 and 9.04 hereof. (d) Buyer shall deliver the Inventory Payment. (e) Buyer shall deliver the Milestone Payments. (f) Buyer shall deliver, if applicable, Buyer’s pro rated portion of any property tax prepaid by Seller with respect to the period up to and including the Closing Date. Each of the payments contemplated to be delivered at the Closing by Buyer shall be made by wire transfer of immediately available funds in accordance with instructions provided by Seller to Buyer prior to the Closing Date.

Deliveries. At the Closing, subject to the satisfaction of the conditions set forth in Section 8 or Section 9, as applicable, (a) Seller On or prior to the Closing Date (except as indicated below), the Company shall deliver, deliver or cause to be delivered, delivered to Buyereach Purchaser the following: (i) this Agreement duly executed counterparts to by the Transaction Documents to which each of Seller, Safeguard and the Landlord are partiesCompany; (ii) true a legal opinion of Company Counsel, including, without limitation, a negative assurance letter, in a form satisfactory to the Placement Agent and complete copies of the duly executed Ancillary Agreements, certified by an executive officer of Sellereach Purchaser; (iii) an updated Employee Compensation List, if necessary, to show changes subject to the information contained in fifth sentence of Section 2.1, the Employee Compensation List dated as of December 27Company shall have provided each Purchaser with the Company’s wire instructions, 2005on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the fifth sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an opinion expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of Seller’s Counsel in substantially the form set forth on Exhibit Dsuch Purchaser; (v) a non-foreign certification (Purchase Warrant registered in form and substance reasonably satisfactory the name of such Purchaser to Buyer) that satisfies the requirements purchase up to a number of Treasury Regulation section 1.1445-2(b)(2)shares of Common Stock equal to 100% of such Purchaser’s Shares, with an exercise price equal to $0.1858, subject to adjustment therein; (vi) Closing Consents if necessary, a Pre-Funded Warrant registered in the name of such forms as are reasonably acceptable Purchaser to Buyer and any other Seller Required Consent that Seller receives on or prior purchase up to a number of shares of Common Stock equal to the Closingportion of such Purchaser’s Subscription Amount applicable to the Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.0001 per Pre-Funded Warrant, subject to adjustment therein; (vii) a copy of the duly executed Notice related to Drug Establishment Registrations for Totowa Property in substantially the form set forth on Exhibit C-3 that will be transmitted by Seller on the Closing Date for filing with the FDA pursuant to Section 7.4;Lock-Up Agreements; and (viii) such applications the Prospectus and notices Prospectus Supplement (in such forms as are reasonably acceptable to Buyer) that will be filed by Seller on or, as which may be reasonably practicable, following delivered in accordance with Rule 172 under the Closing Date with respect to those Governmental Permits that are being transferred to Buyer pursuant to Section 2.1(a)(viiSecurities Act); (ix) administrative passwords for all Purchased Assets, as applicable; (x) copies of all Business Documents, Systems and Information, including without limitation, the SOP’s; (xi) termination statements or other evidence (in a form reasonably acceptable to Buyer) that any liens identified on Schedule 4.11 have been released; (xii) if in Seller’s possession, the LNA with respect to the Transactions from the NJDEP; and (xiii) such other instruments of conveyance and transfer, in form reasonably satisfactory to Buyer and its counsel, as shall be necessary and effective to transfer and assign to, and vest in, Buyer all of Seller’s right, title and interest in and to the Purchased Assets. With respect to the items contemplated by clause (x) above, Buyer acknowledges that such items are maintained at the Totowa Property and, as such, shall be deemed delivered at the Closing. (b) Buyer On or prior to the Closing Date, each Purchaser shall deliver or cause to Sellerbe delivered to the Company, the following: (i) this Agreement duly executed counterparts to the Transaction Documents to which it is a partyby such Xxxxxxxxx; and (ii) such other documentsPurchaser’s Subscription Amount, instruments, certificates and agreements as may be reasonably required by Seller to consummate and give effect to the Transactions. (c) Buyer shall deliver the Purchase Price to Seller in accordance with Section 2.2. (d) Buyer shall deliver the Inventory Payment. (e) Buyer shall deliver the Milestone Payments. (f) Buyer shall deliver, if applicable, Buyer’s pro rated portion of any property tax prepaid by Seller with respect to the period up to and including the Closing Date. Each of the payments contemplated to be delivered at the Closing by Buyer which shall be made by wire transfer of immediately available funds in accordance for “Delivery Versus Payment” settlement with instructions provided by Seller to Buyer prior to the Closing DateCompany or its designee.

Deliveries. At the Closing, subject to the satisfaction of the conditions set forth in Section 8 or Section 9, as applicable, (a) Seller On or prior to the Closing Date (except as indicated below), the Company shall deliver, deliver or cause to be delivered, delivered to Buyereach Purchaser the following: (i) this Agreement duly executed counterparts to by the Transaction Documents to which each of Seller, Safeguard and the Landlord are partiesCompany; (ii) true a legal opinion of Company Counsel, substantially in the form and complete copies of substance reasonably acceptable to the duly executed Ancillary Agreements, certified by an executive officer of SellerPlacement Agent; (iii) an updated Employee Compensation List, if necessary, to show changes subject to the information contained in last sentence of Section 2.1, the Employee Compensation List dated as of December 27Company shall have provided each Purchaser with the Company’s wire instructions, 2005on Company letterhead and executed by the Chief Executive Officer and Chief Financial Officer; (iv) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an opinion expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to such Purchaser’s Common Unit Subscription Amount divided by the Common Unit Purchase Price, registered in the name of Seller’s Counsel in substantially the form set forth on Exhibit Dsuch Purchaser; (v) a non-foreign certification (Common Warrant registered in form and substance reasonably satisfactory the name of such Purchaser to Buyer) that satisfies purchase up to a number of Common Shares equal to 100% of such Purchaser’s Shares plus the requirements of Treasury Regulation section 1.1445-2(b)(2)Prefunded Warrant Shares underlying such Purchaser’s Prefunded Warrants on the date hereof, with an exercise price equal to $_____, subject to adjustment therein, via The Depository Trust Company Deposit or Withdrawal at Custodian system; (vi) Closing Consents for each Purchaser of Prefunded Warrants pursuant to Section 2.1, a Prefunded Warrant registered in the name of such forms Purchaser to purchase up to a number of Common Shares as are reasonably acceptable set forth in the Prefunded Warrant, with an exercise price equal to Buyer and any other Seller Required Consent that Seller receives on $0.0001, subject to adjustment therein via The Depository Trust Company Deposit or prior to the Closing;Withdrawal at Custodian system; and (vii) a copy of the duly executed Notice related to Drug Establishment Registrations for Totowa Property in substantially the form set forth on Exhibit C-3 that will be transmitted by Seller on the Closing Date for filing with the FDA pursuant to Section 7.4; Preliminary Prospectus and Prospectus (viii) such applications and notices (in such forms as are reasonably acceptable to Buyer) that will be filed by Seller on or, as which may be reasonably practicable, following delivered in accordance with Rule 172 under the Closing Date with respect to those Governmental Permits that are being transferred to Buyer pursuant to Section 2.1(a)(viiSecurities Act); (ix) administrative passwords for all Purchased Assets, as applicable; (x) copies of all Business Documents, Systems and Information, including without limitation, the SOP’s; (xi) termination statements or other evidence (in a form reasonably acceptable to Buyer) that any liens identified on Schedule 4.11 have been released; (xii) if in Seller’s possession, the LNA with respect to the Transactions from the NJDEP; and (xiii) such other instruments of conveyance and transfer, in form reasonably satisfactory to Buyer and its counsel, as shall be necessary and effective to transfer and assign to, and vest in, Buyer all of Seller’s right, title and interest in and to the Purchased Assets. With respect to the items contemplated by clause (x) above, Buyer acknowledges that such items are maintained at the Totowa Property and, as such, shall be deemed delivered at the Closing. (b) Buyer On or prior to the Closing Date, each Purchaser shall deliver or cause to Sellerbe delivered to the Company the following: (i) this Agreement duly executed counterparts to the Transaction Documents to which it is a partyby such Purchaser; and (ii) such other documentsPurchaser’s Subscription Amount, instruments, certificates and agreements as may be reasonably required by Seller to consummate and give effect to the Transactions. (c) Buyer shall deliver the Purchase Price to Seller in accordance with Section 2.2. (d) Buyer shall deliver the Inventory Payment. (e) Buyer shall deliver the Milestone Payments. (f) Buyer shall deliver, if applicable, Buyer’s pro rated portion of any property tax prepaid by Seller with respect to the period up to and including the Closing Date. Each of the payments contemplated to be delivered at the Closing by Buyer which shall be made by wire transfer of immediately available funds in accordance for “Delivery Versus Payment” settlement with instructions provided by Seller to Buyer prior to the Closing DateCompany or its designee.

Deliveries. At the Closing, subject to the satisfaction of the conditions set forth in Section 8 or Section 9, as applicable, (a) Seller On or prior to the Closing Date (except as indicated below), the Company shall deliver, deliver or cause to be delivered, delivered to Buyereach Purchaser the following: (i) this Agreement duly executed counterparts to by the Transaction Documents to which each of Seller, Safeguard and the Landlord are partiesCompany; (ii) true a legal opinion of Company Counsel, substantially in the form acceptable to the Placement Agent and complete copies of the duly executed Ancillary Agreements, certified by an executive officer of SellerPurchasers; (iii) an updated Employee Compensation List, if necessary, to show changes subject to the information contained in last sentence of Section 2.1, the Employee Compensation List dated as of December 27Company shall have provided each Purchaser with the Company’s wire instructions, 2005on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) Subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an opinion expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of Seller’s Counsel in substantially the form set forth on Exhibit Dsuch Purchaser; (v) a non-foreign certification (Warrant registered in form the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s Shares and substance reasonably satisfactory Prefunded Warrants, with an exercise price equal to Buyer) that satisfies the requirements of Treasury Regulation section 1.1445-2(b)(2)$2.30, subject to adjustment therein; (vi) Closing Consents for each Purchaser of Prefunded Warrants pursuant to Section 2.1, a Prefunded Warrant registered in the name of such forms as are reasonably acceptable Purchaser to Buyer and any other Seller Required Consent that Seller receives on or prior purchase up to a number of shares of Common Stock equal to the Closingportion of such Purchaser’s Subscription Amount applicable to Prefunded Warrant divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001 per share, subject to adjustment therein; (vii) a copy of on the date hereof, the duly executed Notice related to Drug Establishment Registrations for Totowa Property in substantially the form set forth on Exhibit C-3 that will be transmitted by Seller on the Closing Date for filing with the FDA pursuant to Section 7.4;Lock-Up Agreements; and (viii) such applications the Prospectus and notices Prospectus Supplement (in such forms as are reasonably acceptable to Buyer) that will be filed by Seller on or, as which may be reasonably practicable, following delivered in accordance with Rule 172 under the Closing Date with respect to those Governmental Permits that are being transferred to Buyer pursuant to Section 2.1(a)(viiSecurities Act); (ix) administrative passwords for all Purchased Assets, as applicable; (x) copies of all Business Documents, Systems and Information, including without limitation, the SOP’s; (xi) termination statements or other evidence (in a form reasonably acceptable to Buyer) that any liens identified on Schedule 4.11 have been released; (xii) if in Seller’s possession, the LNA with respect to the Transactions from the NJDEP; and (xiii) such other instruments of conveyance and transfer, in form reasonably satisfactory to Buyer and its counsel, as shall be necessary and effective to transfer and assign to, and vest in, Buyer all of Seller’s right, title and interest in and to the Purchased Assets. With respect to the items contemplated by clause (x) above, Buyer acknowledges that such items are maintained at the Totowa Property and, as such, shall be deemed delivered at the Closing. (b) Buyer On or prior to the Closing Date, each Purchaser shall deliver or cause to Sellerbe delivered to the Company the following: (i) this Agreement duly executed counterparts to the Transaction Documents to which it is a partyby such Pxxxxxxxx; and (ii) such other documentsPurchaser’s Subscription Amount, instruments, certificates and agreements as may be reasonably required by Seller to consummate and give effect to the Transactions. (c) Buyer shall deliver the Purchase Price to Seller in accordance with Section 2.2. (d) Buyer shall deliver the Inventory Payment. (e) Buyer shall deliver the Milestone Payments. (f) Buyer shall deliver, if applicable, Buyer’s pro rated portion of any property tax prepaid by Seller with respect to the period up to and including the Closing Date. Each of the payments contemplated to be delivered at the Closing by Buyer which shall be made by wire transfer of immediately available funds in accordance for “Delivery Versus Payment” settlement with instructions provided by Seller to Buyer prior to the Closing DateCompany or its designee.

Deliveries. At the Closing, subject to the satisfaction of the conditions set forth in Section 8 or Section 9, as applicable, (a) Seller On or prior to the Closing Date, the Company shall deliver, deliver or cause to be delivered, delivered to Buyereach Purchaser and the Placement Agent the following: (i) this Agreement duly executed counterparts to by the Transaction Documents to which each of Seller, Safeguard and the Landlord are partiesCompany; (ii) true legal opinions of (x) Company Counsel with respect to U.S. laws and complete copies securities matters (including without limitation, a negative assurance letter or statement); and (y) BVI Counsel with respect to British Virgin Islands laws, each addressed to the Placement Agent and each of the duly executed Ancillary AgreementsPurchasers, certified by an executive officer and each in a form satisfactory to Loeb, the Placement Agent and each of Seller;the Purchasers. (iii) an updated Employee Compensation Lista cold comfort letter, if necessary, to show changes addressed to the information contained Placement Agent in the Employee Compensation List dated as of December 27, 2005form and substance reasonably satisfactory in all material respects from Centurion ZD CPA & Co; (iv) an opinion of Seller’s Counsel in substantially the form set forth on Exhibit DLock-Up Agreements; (v) a non-foreign certification (duly executed and delivered Officers’ Certificate, in customary form and substance reasonably satisfactory to Buyer) that satisfies Loeb and the requirements of Treasury Regulation section 1.1445-2(b)(2)Placement Agent; (vi) Closing Consents in such forms as are reasonably acceptable to Buyer and any other Seller Required Consent that Seller receives on or prior subject to the Closinglast sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (vii) (xii) a copy Warrant registered in the name of the duly executed Notice related such Purchaser to Drug Establishment Registrations for Totowa Property in substantially the form set forth on Exhibit C-3 that will be transmitted by Seller on the Closing Date for filing purchase up to a number of Ordinary Shares equal to 100% of such Purchaser’s Shares, with the FDA pursuant an exercise price equal to Section 7.4;US$1.50, subject to adjustment therein; and (viii) such applications the Prospectus and notices Prospectus Supplement (in such forms as are reasonably acceptable to Buyer) that will be filed by Seller on or, as which may be reasonably practicable, following delivered in accordance with Rule 172 under the Closing Date with respect to those Governmental Permits that are being transferred to Buyer pursuant to Section 2.1(a)(viiSecurities Act); (ix) administrative passwords for all Purchased Assets, as applicable; (x) copies of all Business Documents, Systems and Information, including without limitation, the SOP’s; (xi) termination statements or other evidence (in a form reasonably acceptable to Buyer) that any liens identified on Schedule 4.11 have been released; (xii) if in Seller’s possession, the LNA with respect to the Transactions from the NJDEP; and (xiii) such other instruments of conveyance and transfer, in form reasonably satisfactory to Buyer and its counsel, as shall be necessary and effective to transfer and assign to, and vest in, Buyer all of Seller’s right, title and interest in and to the Purchased Assets. With respect to the items contemplated by clause (x) above, Buyer acknowledges that such items are maintained at the Totowa Property and, as such, shall be deemed delivered at the Closing. (b) Buyer On or prior to the Closing Date, each Purchaser shall deliver or cause to Sellerbe delivered to the Company the following: (i) this Agreement duly executed counterparts to the Transaction Documents to which it is a partyby such Purchaser; and (ii) such other documentsPurchaser’s Subscription Amount, instruments, certificates and agreements as may be reasonably required by Seller to consummate and give effect to the Transactions. (c) Buyer shall deliver the Purchase Price to Seller in accordance with Section 2.2. (d) Buyer shall deliver the Inventory Payment. (e) Buyer shall deliver the Milestone Payments. (f) Buyer shall deliver, if applicable, Buyer’s pro rated portion of any property tax prepaid by Seller with respect to the period up to and including the Closing Date. Each of the payments contemplated to be delivered at the Closing by Buyer which shall be made by wire transfer of immediately available funds in accordance for “Delivery Versus Payment” settlement with instructions provided by Seller to Buyer prior to the Closing DateCompany or its designee.

Deliveries. At the Closing, subject to the satisfaction of the conditions set forth in Section 8 or Section 9, as applicable, (a) Seller On or prior to the Closing Date, the Company shall deliver, deliver or cause to be delivered, delivered to Buyereach Purchaser the following: (i) on the date hereof, (a) this Agreement duly executed counterparts by the Company and (b) cold comfort letters from the Company’s auditors, addressed to the Transaction Documents to which each of Seller, Safeguard and the Landlord are parties; (ii) true and complete copies of the duly executed Ancillary Agreements, certified by an executive officer of Seller; (iii) an updated Employee Compensation List, if necessary, to show changes to the information contained in the Employee Compensation List dated as of December 27, 2005; (iv) an opinion of Seller’s Counsel in substantially the form set forth on Exhibit D; (v) a non-foreign certification (Placement Agent in form and substance reasonably satisfactory in all material respects to Buyerthe Placement Agent and its counsel; (ii) that satisfies legal opinions of Company Counsel and each Foreign Counsel, directed to the requirements Placement Agent and the Purchasers, in form and substance reasonably acceptable to the Placement Agent and Purchasers; (iii) a Common Warrant registered in the name of Treasury Regulation section 1.1445such Purchaser to purchase up to a number of Ordinary Shares equal to the number Ordinary Shares stated on such Purchaser’s signature page hereto, each with an exercise price equal to $1.13, subject to adjustment as provided therein;; (iv) subject to the last sentence of Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (v) on the date hereof, the Lock-2(b)(2)Up Agreements; (vi) Closing Consents in such forms as are reasonably acceptable to Buyer and any other Seller Required Consent that Seller receives on or prior subject to the Closinglast sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via “Delivery Versus Payment” Ordinary Shares equal to the portion of such Purchaser’s Subscription Amount applicable to Shares, divided by the Per Unit Purchase Price, registered in the name of such Purchaser; (vii) a copy of the duly executed Notice related and delivered Officers’ Certificate, in customary form reasonably satisfactory to Drug Establishment Registrations for Totowa Property in substantially the form set forth on Exhibit C-3 that will be transmitted by Seller on the Closing Date for filing with the FDA pursuant to Section 7.4Placement Agent and its counsel; (viii) such applications bring down letters from the Company’s auditors, addressed to the Placement Agent in form and notices (substance reasonably satisfactory in such forms as are reasonably acceptable to Buyer) that will be filed by Seller on or, as may be reasonably practicable, following the Closing Date with respect to those Governmental Permits that are being transferred to Buyer pursuant to Section 2.1(a)(vii);all material respects; and (ix) administrative passwords for all Purchased Assets, as applicable; the Prospectus and Prospectus Supplement (x) copies of all Business Documents, Systems and Information, including without limitation, which may be delivered in accordance with Rule 172 under the SOP’s; (xi) termination statements or other evidence (in a form reasonably acceptable to Buyer) that any liens identified on Schedule 4.11 have been released; (xii) if in Seller’s possession, the LNA with respect to the Transactions from the NJDEP; and (xiii) such other instruments of conveyance and transfer, in form reasonably satisfactory to Buyer and its counsel, as shall be necessary and effective to transfer and assign to, and vest in, Buyer all of Seller’s right, title and interest in and to the Purchased Assets. With respect to the items contemplated by clause (x) above, Buyer acknowledges that such items are maintained at the Totowa Property and, as such, shall be deemed delivered at the ClosingSecurities Act). (b) Buyer On or prior to the Closing Date, each Purchaser shall deliver or cause to Sellerbe delivered to the Company the following: (i) this Agreement duly executed counterparts to the Transaction Documents to which it is a party; andby such Purchaser; (ii) such other documentsPurchaser’s Subscription Amount, instruments, certificates and agreements as may be reasonably required by Seller to consummate and give effect to the Transactions. (c) Buyer shall deliver the Purchase Price to Seller in accordance with Section 2.2. (d) Buyer shall deliver the Inventory Payment. (e) Buyer shall deliver the Milestone Payments. (f) Buyer shall deliver, if applicable, Buyer’s pro rated portion of any property tax prepaid by Seller with respect to the period up to and including the Closing Date. Each of the payments contemplated to be delivered at the Closing by Buyer which shall be made by wire transfer of immediately available funds in accordance for “Delivery Versus Payment” settlement with instructions provided by Seller to Buyer prior to the Closing DateCompany or its designee.

Deliveries. At the Closing, subject to the satisfaction of the conditions set forth in Section 8 or Section 9, as applicable, (a) Seller On or prior to the Closing Date (except as indicated below), the Company shall deliver, deliver or cause to be delivered, delivered to Buyereach Purchaser the following: (i) on the date hereof, this Agreement duly executed counterparts to by the Transaction Documents to which each of Seller, Safeguard and the Landlord are partiesCompany; (ii) true (A) a legal opinion (including a negative assurance letter) of Company Counsel, substantially in the form and complete copies substance reasonably acceptable to the Placement Agent, (B) a legal opinion of Rxxxx & Txxx Singapore LLP, Singapore counsel to the duly executed Ancillary AgreementsCompany, certified by an executive officer substantially in the form and substance reasonably acceptable to the Placement Agent, and (C) a legal opinion of SellerHxxxxx Xxxxxxxx & Riegels Singapore LLP, Cayman Islands counsel to the Company, substantially in the form and substance reasonably acceptable to the Placement Agent; (iii) an updated Employee Compensation Listsubject to Section 2.1, if necessarythe Company shall have provided each Purchaser with the Company’s wire instructions, to show changes to on Company letterhead and executed by the information contained in the Employee Compensation List dated as of December 27, 2005Chief Executive Officer and Chief Financial Officer; (iv) subject to Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an opinion expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to such Purchaser’s Subscription Amount divided by the Unit Purchase Price, registered in the name of Seller’s Counsel in substantially the form set forth on Exhibit Dsuch Purchaser; (v) for each Purchaser of Warrants pursuant to Section 2.1, a non-foreign certification (Warrant registered in form and substance reasonably satisfactory the name of such Purchaser to Buyer) that satisfies purchase up to a number of Ordinary Shares as set forth in the requirements of Treasury Regulation section 1.1445-2(b)(2);Warrant, with an exercise price equal to $[___], subject to adjustment therein via DWAC; and (vi) Closing Consents in such forms as are reasonably acceptable to Buyer the Preliminary Prospectus and any other Seller Required Consent that Seller receives on or prior to the Closing; Prospectus (vii) a copy of the duly executed Notice related to Drug Establishment Registrations for Totowa Property in substantially the form set forth on Exhibit C-3 that will be transmitted by Seller on the Closing Date for filing with the FDA pursuant to Section 7.4; (viii) such applications and notices (in such forms as are reasonably acceptable to Buyer) that will be filed by Seller on or, as which may be reasonably practicable, following delivered in accordance with Rule 172 under the Closing Date with respect to those Governmental Permits that are being transferred to Buyer pursuant to Section 2.1(a)(viiSecurities Act); (ix) administrative passwords for all Purchased Assets, as applicable; (x) copies of all Business Documents, Systems and Information, including without limitation, the SOP’s; (xi) termination statements or other evidence (in a form reasonably acceptable to Buyer) that any liens identified on Schedule 4.11 have been released; (xii) if in Seller’s possession, the LNA with respect to the Transactions from the NJDEP; and (xiii) such other instruments of conveyance and transfer, in form reasonably satisfactory to Buyer and its counsel, as shall be necessary and effective to transfer and assign to, and vest in, Buyer all of Seller’s right, title and interest in and to the Purchased Assets. With respect to the items contemplated by clause (x) above, Buyer acknowledges that such items are maintained at the Totowa Property and, as such, shall be deemed delivered at the Closing. (b) Buyer On or prior to the Closing Date, each Purchaser shall deliver or cause to Sellerbe delivered to the Company the following: (i) on the date hereof, this Agreement duly executed counterparts to the Transaction Documents to which it is a partyby such Pxxxxxxxx; and (ii) such other documentsPurchaser’s Subscription Amount, instruments, certificates and agreements as may be reasonably required by Seller to consummate and give effect to the Transactions. (c) Buyer shall deliver the Purchase Price to Seller in accordance with Section 2.2. (d) Buyer shall deliver the Inventory Payment. (e) Buyer shall deliver the Milestone Payments. (f) Buyer shall deliver, if applicable, Buyer’s pro rated portion of any property tax prepaid by Seller with respect to the period up to and including the Closing Date. Each of the payments contemplated to be delivered at the Closing by Buyer which shall be made by wire transfer of immediately available funds in accordance for DVP settlement with instructions provided by Seller to Buyer prior to the Closing DateCompany or its designee.

Deliveries. (a) The completion of the purchase and sale of the Shares and the Warrants being purchased hereunder (the “Closing”) shall occur remotely via the exchange of documents and signatures on or prior to April 6, 2020, promptly following the satisfaction of all conditions for Closing set forth below (the “Closing Conditions”), or on such later date or at such different location as the parties shall agree to in writing, but not prior to or later than the second business day after the date that the Closing Conditions have been satisfied or waived by the appropriate party (the “Closing Date”). At the Closing, subject the Purchasers shall deliver to an account designated by the satisfaction Company, via wire transfer of immediately available funds, the conditions Aggregate Purchase Price as set forth in Section 8 1.1 above, and the Company shall deliver to each Purchaser (or Section 9its designated custodian per its delivery instructions), as applicable, (a) Seller shall deliver, or cause to be delivered, to Buyer: (i) duly executed counterparts the Shares issuable to each Purchaser pursuant to this Agreement in electronic, book-entry form, registered in the name of such Purchaser, or confirmation of instruction given by the Company to American Stock Transfer & Trust Company, LLC, in its capacity as the Company’s transfer agent for the Preferred Stock (as defined herein) (the “Transfer Agent”), to register the Shares in electronic, book-entry form with respect to, the number of Shares set forth in Section 1.1 above and bearing an appropriate legend referring to the Transaction Documents to which each fact that the Shares were sold in reliance upon the exemption from registration under the Securities Act of Seller1933, Safeguard as amended (the “Securities Act”), provided by Section 4(a)(2) thereof; and the Landlord are parties; (ii) true the Series A Warrant and complete copies Series B Warrant, each registered in the name of the duly executed Ancillary Agreements, certified by an executive officer of Seller; (iii) an updated Employee Compensation List, if necessary, to show changes to the information contained in the Employee Compensation List dated as of December 27, 2005; (iv) an opinion of Seller’s Counsel applicable Purchaser in substantially the form forms attached hereto as Exhibit A and Exhibit B, respectively, representing the number of shares of Common Stock set forth on Exhibit D; (v) a non-foreign certification (in form Section 1.1 above and substance reasonably satisfactory to Buyer) that satisfies the requirements of Treasury Regulation section 1.1445-2(b)(2); (vi) Closing Consents in such forms as are reasonably acceptable to Buyer and any other Seller Required Consent that Seller receives on or prior bearing an appropriate legend referring to the Closing; (viifact that the Warrants were sold in reliance upon the exemption from registration under the Securities Act provided by Section 4(a)(2) a copy of the duly executed Notice related to Drug Establishment Registrations for Totowa Property in substantially the form set forth on Exhibit C-3 that will be transmitted by Seller on the Closing Date for filing with the FDA pursuant to Section 7.4; (viii) such applications and notices (in such forms as are reasonably acceptable to Buyer) that will be filed by Seller on or, as may be reasonably practicable, following the Closing Date with respect to those Governmental Permits that are being transferred to Buyer pursuant to Section 2.1(a)(vii); (ix) administrative passwords for all Purchased Assets, as applicable; (x) copies of all Business Documents, Systems and Information, including without limitation, the SOP’s; (xi) termination statements or other evidence (in a form reasonably acceptable to Buyer) that any liens identified on Schedule 4.11 have been released; (xii) if in Seller’s possession, the LNA with respect to the Transactions from the NJDEP; and (xiii) such other instruments of conveyance and transfer, in form reasonably satisfactory to Buyer and its counsel, as shall be necessary and effective to transfer and assign to, and vest in, Buyer all of Seller’s right, title and interest in and to the Purchased Assets. With respect to the items contemplated by clause (x) above, Buyer acknowledges that such items are maintained at the Totowa Property and, as such, shall be deemed delivered at the Closingthereof. (b) Buyer shall deliver The Option granted in Section 1.1(c) will expire sixty (60) days after the date of this Agreement and may be exercised in whole or from time to Seller: time in part (ibut not to exceed a maximum of three exercises) duly executed counterparts by written notice being given to the Transaction Documents Company by the Purchasers (“Option Exercise Notice”). The Option Exercise Notice shall set forth the aggregate number of Option Shares and Option Warrant Shares as to which it the Option is being exercised, the name of each Purchaser purchasing the Option Shares and the Option Warrant and the number of Option Shares and Option Warrant Shares being purchased by such Purchaser, the applicable portion of the Aggregate Option Purchase Price payable by the Company on the Option Closing Date (as defined below), the names in which the Option Shares and the Option Warrant are to be registered, the denominations in which the Option Shares are to be issued and the date and time when the Option Shares and Option Warrant are to be delivered; provided, that such date shall not be earlier than the Closing Date nor earlier than the second business day after the date on which the Option shall have been exercised. Each date and time the Option Shares and the Option Warrant are delivered is sometimes referred to as a party; and (ii) such other documents“Option Closing Date.” The completion of the purchase and sale of all, instrumentsor any portion of, certificates the Option Shares and agreements the Option Warrant shall be referred to herein as may be reasonably required by Seller to consummate and give effect to the Transactionsan “Option Closing.” (c) Buyer At each Option Closing, if any, the applicable Purchasers shall deliver the Purchase Price to Seller in accordance with Section 2.2. (d) Buyer shall deliver the Inventory Payment. (e) Buyer shall deliver the Milestone Payments. (f) Buyer shall deliver, if applicable, Buyer’s pro rated portion of any property tax prepaid by Seller with respect to the period up to and including account or accounts designated by the Closing Date. Each of Company in the payments contemplated to be delivered at the Closing by Buyer shall be made by Option Exercise Notice, via wire transfer of immediately available funds funds, the applicable portion of the Aggregate Option Purchase Price set forth in accordance the Option Exercise Notice, and the Company shall either deliver to each Purchaser (or its designated custodian named in the Option Exercise Notice) the number of Option Shares specified in the applicable Option Exercise Notice in electronic, book-entry form, registered in the name(s) designated in the Option Exercise Notice, or provide confirmation of instruction given by the Company to the Transfer Agent, to register the Option Shares in electronic, book-entry form with instructions respect to, the number of Option Shares set forth in the Option Exercise Notice and bearing an appropriate legend referring to the fact that the Option Shares were sold in reliance upon the exemption from registration under the Securities Act provided by Seller to Buyer prior to the Closing DateSection 4(a)(2) thereof.

Deliveries. At the Closing, subject to the satisfaction of the conditions set forth in Section 8 or Section 9, as applicable, (a) Seller On or prior to the Closing Date (except as indicated below), the Company shall deliver, deliver or cause to be delivered, delivered to Buyereach Purchaser the following: (i) this Agreement duly executed counterparts to by the Transaction Documents to which each of Seller, Safeguard and the Landlord are partiesCompany; (ii) true a legal opinion of Company Counsel, directed to the Placement Agent and complete copies of the duly executed Ancillary AgreementsPurchasers, certified by an executive officer of Sellerin a form reasonably acceptable to the Placement Agent and Purchasers; (iii) an updated Employee Compensation Listthe Company shall have provided each Purchaser with the Company’s wire instructions, if necessary, to show changes to on Company letterhead and executed by the information contained in the Employee Compensation List dated as of December 27, 2005Chief Executive Officer or Chief Financial Officer; (iv) subject to Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an opinion expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of Seller’s Counsel in substantially the form set forth on Exhibit Dsuch Purchaser; (v) a nonSeries E Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the sum of such Purchaser’s Shares plus the Pre-foreign certification Funded Warrant Shares, with an exercise price equal to $1.00 subject to adjustment therein; (vi) if applicable, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Pre-Funded Warrant Purchase Price, with an exercise price equal to $0.0001, subject to adjustment therein; (vii) Lock-Up Agreements, in form and substance reasonably satisfactory to Buyer) that satisfies the requirements of Treasury Regulation section 1.1445-2(b)(2); (vi) Closing Consents in such forms as are reasonably acceptable to Buyer the Purchasers, executed by each executive officer and any other Seller Required Consent that Seller receives on or prior to the Closing; (vii) a copy of the duly executed Notice related to Drug Establishment Registrations for Totowa Property in substantially the form set forth on Exhibit C-3 that will be transmitted by Seller on the Closing Date for filing with the FDA pursuant to Section 7.4;director; and (viii) such applications the Prospectus and notices Prospectus Supplement (in such forms as are reasonably acceptable to Buyer) that will be filed by Seller on or, as which may be reasonably practicable, following delivered in accordance with Rule 172 under the Closing Date with respect to those Governmental Permits that are being transferred to Buyer pursuant to Section 2.1(a)(viiSecurities Act); (ix) administrative passwords for all Purchased Assets, as applicable; (x) copies of all Business Documents, Systems and Information, including without limitation, the SOP’s; (xi) termination statements or other evidence (in a form reasonably acceptable to Buyer) that any liens identified on Schedule 4.11 have been released; (xii) if in Seller’s possession, the LNA with respect to the Transactions from the NJDEP; and (xiii) such other instruments of conveyance and transfer, in form reasonably satisfactory to Buyer and its counsel, as shall be necessary and effective to transfer and assign to, and vest in, Buyer all of Seller’s right, title and interest in and to the Purchased Assets. With respect to the items contemplated by clause (x) above, Buyer acknowledges that such items are maintained at the Totowa Property and, as such, shall be deemed delivered at the Closing. (b) Buyer On or prior to the Closing Date, each Purchaser shall deliver or cause to Sellerbe delivered to the Company the following: (i) this Agreement duly executed counterparts to the Transaction Documents to which it is a partyby such Xxxxxxxxx; and (ii) such other documentsPurchaser’s Subscription Amount, instruments, certificates and agreements as may be reasonably required by Seller to consummate and give effect to the Transactions. (c) Buyer shall deliver the Purchase Price to Seller in accordance with Section 2.2. (d) Buyer shall deliver the Inventory Payment. (e) Buyer shall deliver the Milestone Payments. (f) Buyer shall deliver, if applicable, Buyer’s pro rated portion of any property tax prepaid by Seller with respect to the period up to and including the Closing Date. Each of the payments contemplated to be delivered at the Closing by Buyer which shall be made by wire transfer of immediately available funds in accordance for DVP settlement with instructions provided by Seller to Buyer prior to the Closing DateCompany or its designee.

Deliveries. At the Closing, subject to the satisfaction of the conditions set forth in Section 8 or Section 9, as applicable, (a) Seller On or prior to the Closing Date, the Company shall deliver, deliver or cause to be delivered, delivered to Buyereach Purchaser the following: (i) this Agreement duly executed counterparts to by the Transaction Documents to which each of Seller, Safeguard and the Landlord are partiesCompany; (ii) true and complete copies a legal opinion of Company Counsel, substantially in the duly executed Ancillary Agreements, certified by an executive officer form of SellerExhibit B attached hereto; (iii) an updated Employee Compensation Listthe Company shall have provided each Purchaser with the Company’s wire instructions, if necessary, to show changes to on Company letterhead and executed by the information contained in the Employee Compensation List dated as of December 27, 2005Chief Executive Officer or Chief Financial Officer; (iv) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an opinion expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of Seller’s Counsel in substantially the form set forth on Exhibit Dsuch Purchaser; (v) a nonPre-foreign certification Paid Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the number set forth on the signature page hereto with an exercise price equal to $0.01, subject to adjustment therein (in form and substance reasonably satisfactory to Buyer) the Company acknowledging that satisfies the requirements sum of Treasury Regulation section 1.1445$0.48 per Pre-2(b)(2Paid Warrant will be paid on the Closing Date); (vi) Closing Consents in such forms as are reasonably acceptable to Buyer and any other Seller Required Consent that Seller receives on or prior to the ClosingLock-Up Agreements; (vii) a copy of the duly executed Notice related to Drug Establishment Registrations for Totowa Property Resale Prospectus and Resale Prospectus Supplement (which may be delivered in substantially accordance with Rule 172 under the form set forth on Exhibit C-3 that will be transmitted by Seller on the Closing Date for filing with the FDA pursuant to Section 7.4;Securities Act); and (viii) such applications the Shelf Prospectus and notices Shelf Prospectus Supplement (in such forms as are reasonably acceptable to Buyer) that will be filed by Seller on or, as which may be reasonably practicable, following delivered in accordance with Rule 172 under the Closing Date with respect to those Governmental Permits that are being transferred to Buyer pursuant to Section 2.1(a)(viiSecurities Act); (ix) administrative passwords for all Purchased Assets, as applicable; (x) copies of all Business Documents, Systems and Information, including without limitation, the SOP’s; (xi) termination statements or other evidence (in a form reasonably acceptable to Buyer) that any liens identified on Schedule 4.11 have been released; (xii) if in Seller’s possession, the LNA with respect to the Transactions from the NJDEP; and (xiii) such other instruments of conveyance and transfer, in form reasonably satisfactory to Buyer and its counsel, as shall be necessary and effective to transfer and assign to, and vest in, Buyer all of Seller’s right, title and interest in and to the Purchased Assets. With respect to the items contemplated by clause (x) above, Buyer acknowledges that such items are maintained at the Totowa Property and, as such, shall be deemed delivered at the Closing. (b) Buyer On or prior to the Closing Date, each Purchaser shall deliver or cause to Sellerbe delivered to the Company the following: (i) this Agreement duly executed counterparts to the Transaction Documents to which it is a partyby such Purchaser; and (ii) such other documentsPurchaser’s Subscription Amount, instruments, certificates and agreements as may be reasonably required by Seller to consummate and give effect to the Transactions. (c) Buyer shall deliver the Purchase Price to Seller in accordance with Section 2.2. (d) Buyer shall deliver the Inventory Payment. (e) Buyer shall deliver the Milestone Payments. (f) Buyer shall deliver, if applicable, Buyer’s pro rated portion of any property tax prepaid by Seller with respect to the period up to and including the Closing Date. Each of the payments contemplated to be delivered at the Closing by Buyer which shall be made by wire transfer of immediately available funds in accordance for “Delivery Versus Payment” settlement with instructions provided by Seller to Buyer prior to the Closing DateCompany.

Deliveries. At (a) On or prior to the Closing, the Company shall deliver or cause to be delivered to the Purchaser the following: (i) this Agreement duly executed by the Company; (ii) the Guaranty Agreements duly executed by each of MEDITE Enterprise, Inc., MEDITE GmbH, MEDITE GmbH, MEDITE Lab Solutions Inc., MEDITE sp.zo.o, and CytoGlobe, GmbH; (iii) (A) a Security Agreement providing the Purchaser with a first priority lien on all of the assets of the Company and its Subsidiaries; (B) a Deposit Account Control Agreement, duly executed by MEDITE GmbH and CytoGlobe, GmbH within 15 days after the Closing; and (C) a Deposit Account Control Agreement, duly executed by the Company within 15 days after the Closing; (iv) the Note registered in the name of the Purchaser; (v) the Warrant, exercisable at the applicable Warrant Exercise Price, registered in the name of the Purchaser to purchase up to a number of shares of Common Stock equal to 50% of the Shares, subject to adjustment as described therein; (vi) an Affidavit of Confession of Judgment in the satisfaction form of Exhibit F hereto with respect to the Note, duly executed by the Company and each Subsidiary notarized; (vii) Security Purpose Agreement to Land Charge; immediately upon receipt of payoff amount, Mortgage and Assignment of Mortgages from Hannaversche Volksbank and Land Charge Assignment Agreement with respect to all real property owned by the Company and its Subsidiaries with proof of filing with the appropriate governmental entity and such other documents necessary and/or reasonably requested by the Purchaser to satisfy itself it has a senior secured interest in and a perfected first priority Lien on the real property securing all Indebtedness; (viii) an Intellectual Property Security Agreement providing the Purchaser with a perfected first priority Lien on all of the intellectual property of the Company; (ix) evidence of achievement of the Funding Conditions; (x) in accordance with the terms of the Transaction Documents, the Company shall have delivered to the Collateral Agent (A) original certificates (I) representing 100% of outstanding capital stock of each Subsidiary to the extent such Subsidiary is a corporation or otherwise has certificated equity and (II) representing all other equity interests to be pledged thereunder, in each case, accompanied by undated stock powers executed in blank and other proper instruments of transfer and (B) appropriate financing statements on Form UCC-1 and such other financing or similar statement to be filed with the United States Patent and Trademark Office and/or any other governmental body or agency to be duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Document; (xi) within two (2) Business Days prior to the Closing, the Company and each Subsidiary shall have delivered or caused to be delivered to the Purchaser and the Collateral Agent a perfection certificate, duly completed and executed by the each, in form and substance satisfactory to the Purchaser; (xii) five executed copies of irrevocable instructions from the Company to the Transfer Agent and any subsequent transfer agent in the form satisfactory to the Purchaser (the “Irrevocable Transfer Agent Instructions”) to issue certificates or credit shares to the applicable balance accounts at The Depository Trust Company registered in the name of the Purchaser or its respective nominee(s), for the shares of Common Stock issuable upon conversion of the Note and exercise of the Warrant; (xiii) a legal opinion of U.S Company Counsel and German Company counsel, in form and substance satisfactory to the Purchaser; (xiv) an Officer’s Certificate of the Company and each Subsidiary certifying as to the conditions set forth in Section 8 or Section 9, as applicable, (a) Seller shall deliver, or cause to be delivered, to Buyer: (i) duly executed counterparts to the Transaction Documents to which each of Seller, Safeguard and the Landlord are parties2.3(a); (iixv) true and complete copies a Secretary’s Certificate of the duly executed Ancillary Agreements, certified by an executive officer of Seller; (iii) an updated Employee Compensation List, if necessary, to show changes to the information contained in the Employee Compensation List dated as of December 27, 2005; (iv) an opinion of Seller’s Counsel in substantially the form set forth on Exhibit D; (v) a non-foreign certification (Company and each Subsidiary in form and substance reasonably satisfactory to Buyer) that satisfies the requirements of Treasury Regulation section 1.1445-2(b)(2)Purchaser; (vixvi) Closing Consents good standing certificates as of a recent date evidencing the good standing of the Company and each Subsidiary in its jurisdiction of organization, if applicable or such forms as are reasonably acceptable to Buyer and any other Seller Required Consent that Seller receives on or prior to the Closingconcept has meaning; (viixvii) a copy of Solvency Certificate in form and substance satisfactory to the duly executed Notice related to Drug Establishment Registrations for Totowa Property Purchaser; (xviii) Payoff letter from Hannoversche Volksbank; (xix) the Registration Rights Agreement; (xx) German Share Pledge Agreement; (xxi) German Account Pledge Agreement; (xxii) German Security Transfer Agreement; (xxiii) German Security Assignment Agreement; (xxiv) Registration Rights Agreement in substantially the form of Exhibit H hereto; (xxv) Subordination and Intercreditor Agreement by and among Holder, the Company and the subordinated lenders set forth on Exhibit C-3 that will be transmitted by Seller on the Closing Date for filing with the FDA pursuant to Section 7.4Schedule 1 hereto; (viiixxvi) such applications and notices (amendment to Registration Rights Agreement entered into with investors in such forms as are reasonably acceptable to Buyer) that will be filed by Seller on or, as may be reasonably practicable, following the Closing Date with respect to those Governmental Permits that are being transferred to Buyer pursuant to Section 2.1(a)(vii); (ix) administrative passwords for all Purchased Assets, as applicable; (x) copies of all Business Documents, Systems and Information, including without limitation, the SOP’s; (xi) termination statements or other evidence (in a form reasonably acceptable to Buyer) that any liens identified on Schedule 4.11 have been released; (xii) if in Seller’s possession, the LNA with respect to the Transactions from the NJDEPPrivate Placement; and (xiiixxvii) such other instruments of conveyance Transfer Participation and transfer, in form reasonably satisfactory to Buyer and its counsel, as shall be necessary and effective to transfer and assign to, and vest in, Buyer all of Seller’s right, title and interest in and to the Purchased Assets. With respect to the items contemplated by clause (x) above, Buyer acknowledges that such items are maintained at the Totowa Property and, as such, shall be deemed delivered at the Closing.Bond executed VR Equitypartner GmbH. (b) Buyer On or prior to each Closing, the Purchaser shall deliver to Seller: (i) duly executed counterparts to the Transaction Documents to which it is a party; and (ii) such other documents, instruments, certificates and agreements as may be reasonably required by Seller to consummate and give effect to the Transactions. (c) Buyer shall deliver the Purchase Price to Seller in accordance with Section 2.2. (d) Buyer shall deliver the Inventory Payment. (e) Buyer shall deliver the Milestone Payments. (f) Buyer shall deliver, if applicable, Buyer’s pro rated portion of any property tax prepaid by Seller with respect to the period up to and including the Closing Date. Each of the payments contemplated or cause to be delivered at to the Closing by Buyer shall be made Company, the Subscription Amount subject to the closing by wire transfer of immediately available funds in accordance with instructions provided by Seller to Buyer prior to the Closing Datetransfer.

Deliveries. At the Closing, subject to the satisfaction of the conditions set forth in Section 8 or Section 9, as applicable, (a) Seller On or prior to the Closing Date, the Company shall deliver, deliver or cause to be delivered, delivered to Buyereach Purchaser the following: (i) this Agreement duly executed counterparts to by the Transaction Documents to which each of Seller, Safeguard and the Landlord are partiesCompany; (ii) true and complete copies a legal opinion of Company Counsel, in the duly executed Ancillary Agreements, certified by an executive officer form of SellerExhibit B attached hereto; (iii) an updated Employee Compensation List, if necessary, to show changes a copy of the irrevocable instructions to the information contained Transfer Agent instructing the Transfer Agent to deliver, on an expedited basis, a certificate evidencing a number of Shares equal to such Purchaser's Subscription Amount divided by the Per Share Purchase Price, registered in the Employee Compensation List dated as name of December 27, 2005such Purchaser; (iv) a Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 85% of such Purchaser's Shares, with an opinion of Seller’s Counsel in substantially the form set forth on Exhibit Dexercise price equal to $3.00, subject to adjustment therein; (v) a non-foreign certification warrant(s) registered in the name of Midtown Partners & Co., LLC, or its designees, to purchase up to a number of shares of Common Stock equal to 10% of the Shares issued hereunder, subject to adjustment therein, with an exercise price equal to $3.00, subject to adjustment therein, on substantially the same terms as the Warrants provided that Section 3(b) of the Warrant shall not be available in such warrants (in form and substance reasonably satisfactory to Buyer) that satisfies such Warrant, the requirements of Treasury Regulation section 1.1445-2(b)(2"Placement Agent Warrant"); (vi) Closing Consents in such forms as are reasonably acceptable to Buyer the Escrow Deposit Agreement duly executed by the Company and any other Seller Required Consent that Seller receives on or prior to the ClosingMidtown; (vii) a copy of the Lock-up Agreement duly executed Notice related by the Company and Fred Shulman (as to Drug Establishment Registrations 700,000 xxxxxx) xxx Pat Kenny (as to 00,000,000)(both subject to adjustment for Totowa Property in substantially reverse and forward stock splits the form set forth on Exhibit C-3 that will be transmitted by Seller on the Closing Date for filing with the FDA pursuant to Section 7.4;like); and (viii) such applications and notices (in such forms as are reasonably acceptable to Buyer) that will be filed the Registration Rights Agreement duly executed by Seller on or, as may be reasonably practicable, following the Closing Date with respect to those Governmental Permits that are being transferred to Buyer pursuant to Section 2.1(a)(vii); (ix) administrative passwords for all Purchased Assets, as applicable; (x) copies of all Business Documents, Systems and Information, including without limitation, the SOP’s; (xi) termination statements or other evidence (in a form reasonably acceptable to Buyer) that any liens identified on Schedule 4.11 have been released; (xii) if in Seller’s possession, the LNA with respect to the Transactions from the NJDEP; and (xiii) such other instruments of conveyance and transfer, in form reasonably satisfactory to Buyer and its counsel, as shall be necessary and effective to transfer and assign to, and vest in, Buyer all of Seller’s right, title and interest in and to the Purchased Assets. With respect to the items contemplated by clause (x) above, Buyer acknowledges that such items are maintained at the Totowa Property and, as such, shall be deemed delivered at the ClosingCompany. (b) Buyer On or prior to the Closing Date, each Purchaser shall deliver or cause to Sellerbe delivered to the Company the following: (i) this Agreement duly executed counterparts to the Transaction Documents to which it is a party; andby such Purchaser; (ii) such other documents, instruments, certificates and agreements as may be reasonably required Purchaser's Subscription Amount by Seller to consummate and give effect certified check or wire transfer to the Transactions.Escrow Agent; and (ciii) Buyer shall deliver the Purchase Price to Seller in accordance with Section 2.2Registration Rights Agreement duly executed by such Purchaser. (d) Buyer shall deliver the Inventory Payment. (e) Buyer shall deliver the Milestone Payments. (f) Buyer shall deliver, if applicable, Buyer’s pro rated portion of any property tax prepaid by Seller with respect to the period up to and including the Closing Date. Each of the payments contemplated to be delivered at the Closing by Buyer shall be made by wire transfer of immediately available funds in accordance with instructions provided by Seller to Buyer prior to the Closing Date.

Deliveries. At the Closing, subject to the satisfaction of the conditions set forth in Section 8 or Section 9, as applicable, (a) Seller On or prior to the Closing Date (or Warrant Delivery Date with respect to items (iv) and (v)) below, the Company shall deliver, deliver or cause to be delivered, delivered to Buyer:each Purchaser whose subscription is accepted the following (the “Company Deliverables”): (i) this Agreement duly executed counterparts to by the Transaction Documents to which each of Seller, Safeguard and the Landlord are partiesCompany; (ii) true a legal opinion of Company Counsel, opining with respect to substantially the matters set forth in Exhibit C attached hereto, and complete copies of the duly executed Ancillary Agreements, certified by an executive officer of Sellera negative assurance letter from Company Counsel customary for transactions similar to those contemplated hereby; (iii) an updated Employee Compensation List, if necessary, to show changes subject to the information contained last sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the Employee Compensation List dated as name of December 27, 2005each Purchaser following the Company’s confirmation that all other of such Purchaser’s deliverables have been received by the Company; (iv) an opinion a Long-Term Warrant registered in the name of Seller’s Counsel in substantially such Purchaser to purchase up to a number of shares of Common Stock equal to 60% of the form set forth on Exhibit Dnumber of Shares purchased by such Purchaser; (v) a nonShort-foreign certification (Term Warrant registered in form and substance reasonably satisfactory the name of such Purchaser to Buyer) that satisfies purchase up to a number of shares of Common Stock equal to the requirements number of Treasury Regulation section 1.1445-2(b)(2)Shares purchased by such of such Purchaser; (vi) Closing Consents in such forms as are reasonably acceptable to Buyer and any other Seller Required Consent that Seller receives on or prior a certificate executed by an executive officer of the Company to the Closingeffect set forth in Section 2.3(b)(i), (ii) and (iv); (vii) a copy certificate of the duly executed Notice related Secretary of the Company certifying as to, among other things, the certificate of incorporation and by-laws of the Company and the resolutions of the Board relating to Drug Establishment Registrations for Totowa Property in substantially the form set forth on Exhibit C-3 that will be transmitted transactions contemplated by Seller on this Agreement and the Closing Date for filing with the FDA pursuant to Section 7.4;Transactions Documents; and (viii) such applications and notices the Prospectus (in such forms as are reasonably acceptable to Buyer) that will be filed by Seller on or, as which may be reasonably practicable, following delivered in accordance with Rule 172 under the Closing Date with respect to those Governmental Permits that are being transferred to Buyer pursuant to Section 2.1(a)(viiSecurities Act); (ix) administrative passwords for all Purchased Assets, as applicable; (x) copies of all Business Documents, Systems and Information, including without limitation, the SOP’s; (xi) termination statements or other evidence (in a form reasonably acceptable to Buyer) that any liens identified on Schedule 4.11 have been released; (xii) if in Seller’s possession, the LNA with respect to the Transactions from the NJDEP; and (xiii) such other instruments of conveyance and transfer, in form reasonably satisfactory to Buyer and its counsel, as shall be necessary and effective to transfer and assign to, and vest in, Buyer all of Seller’s right, title and interest in and to the Purchased Assets. With respect to the items contemplated by clause (x) above, Buyer acknowledges that such items are maintained at the Totowa Property and, as such, shall be deemed delivered at the Closing. (b) Buyer shall deliver to Seller: (i) duly executed counterparts to the Transaction Documents to which it is a party; and (ii) such other documents, instruments, certificates and agreements as may be reasonably required by Seller to consummate and give effect to the Transactions. (c) Buyer shall deliver the Purchase Price to Seller in accordance with Section 2.2. (d) Buyer shall deliver the Inventory Payment. (e) Buyer shall deliver the Milestone Payments. (f) Buyer shall deliver, if applicable, Buyer’s pro rated portion of any property tax prepaid by Seller with respect to the period up to and including the Closing Date. Each of the payments contemplated to be delivered at the Closing by Buyer shall be made by wire transfer of immediately available funds in accordance with instructions provided by Seller to Buyer On or prior to the Closing Date, (or by the Wire Delivery Time with respect to item (iii)) each Purchaser shall deliver or cause to be delivered to the Company, the following (the “Purchaser Deliverables”): (i) this Agreement duly executed by such Purchaser; (ii) a completed and executed Investor Questionnaire; and (iii) such Purchaser’s Subscription Amount, which shall be by wire transfer pursuant to wire instructions to be provided by the Company to Purchaser prior to Closing.

Deliveries. At the Closing, subject to the satisfaction of the conditions set forth in Section 8 or Section 9, as applicable, (a) Seller On the Closing Date, the Company shall deliver, deliver or cause to be delivered, delivered to Buyereach Purchaser the following: (i) this Agreement duly executed counterparts to by the Transaction Documents to which each of Seller, Safeguard and the Landlord are partiesCompany; (ii) true and complete copies a legal opinion of Company Counsel, in the duly executed Ancillary Agreements, certified by an executive officer form of SellerExhibit D attached hereto; (iii) an updated Employee Compensation Lista Series C Preferred Stock stock certificate with a stated value equal to such Purchaser’s Subscription Amount, if necessary, to show changes to the information contained registered in the Employee Compensation List dated as name of December 27, 2005such Purchaser; (iv) a Series 3 Warrant to purchase up to a number of shares of Common Stock equal to 140% of such Purchaser’s Subscription Amount divided by $0.07, with an opinion exercise price equal to ten cents ($0.10), subject to adjustment therein, registered in the name of Seller’s Counsel in substantially the form set forth on Exhibit Dsuch Purchaser; (v) [A] a non-foreign certification (Warrant to purchase up to a number of shares of Common Stock equal to 2,500,000, with an exercise price equal to $.07, subject to adjustment therein, registered in form the name of the Placement Agent, and substance reasonably satisfactory [B] a Warrant to Buyer) that satisfies purchase up to a number of shares of Common Stock equal to 3,500,000, with an exercise price equal to $.10, subject to adjustment therein, registered in the requirements name of Treasury Regulation section 1.1445-2(b)(2)the Placement Agent; (vi) Closing Consents in such forms as are reasonably acceptable to Buyer and any other Seller Required Consent that Seller receives on or prior to the Closing;Registration Rights Agreement duly executed by the Company; and (vii) a copy verification of the duly executed Notice related completion of closing the new loan facility with State Financial Corporation, upon terms reasonably satisfactory to Drug Establishment Registrations for Totowa Property in substantially the form set forth on Exhibit C-3 that will be transmitted by Seller on the Closing Date for filing with the FDA pursuant to Section 7.4Purchasers; (viii) such applications and notices (in such forms as are reasonably acceptable to Buyer) that will be filed by Seller on or, as may be reasonably practicable, following delivery of [A] the Closing Date with respect to those Governmental Permits that are being transferred to Buyer pursuant to Section 2.1(a)(vii); (ix) administrative passwords for all Purchased Assets, as applicable; (x) copies of all Business Documents, Systems and Information, including without limitation, the SOP’s; (xi) termination statements or other evidence (in a form reasonably acceptable to Buyer) that any liens identified on Schedule 4.11 have been released; (xii) if in Seller’s possession, the LNA with respect First Amendment to the Transactions Lock-up Agreement, [B] Consent and Agreement of Subordination to the Series C Preferred Stock, [C] an Acknowledgement from the NJDEP; and (xiii) such other instruments of conveyance and transfercertain junior creditors, each in form reasonably and substance satisfactory to Buyer and its counsel, as shall be necessary and effective to transfer and assign to, and vest in, Buyer all of Seller’s right, title and interest in and to the Purchased Assets. With respect to the items contemplated by clause (x) above, Buyer acknowledges that such items are maintained at the Totowa Property and, as such, shall be deemed delivered at the ClosingPurchasers. (b) Buyer On the Closing Date, each Purchaser shall deliver or cause to Sellerbe delivered to the Company the following: (i) this Agreement duly executed counterparts to the Transaction Documents to which it is a party; andby such Purchaser; (ii) such other documents, instruments, certificates and agreements as may be reasonably required by Seller to consummate and give effect to the Transactions. (c) Buyer shall deliver the Purchase Price to Seller in accordance with Section 2.2. (d) Buyer shall deliver the Inventory Payment. (e) Buyer shall deliver the Milestone Payments. (f) Buyer shall deliver, if applicable, BuyerPurchaser’s pro rated portion of any property tax prepaid by Seller with respect to the period up to and including the Closing Date. Each of the payments contemplated to be delivered at the Closing by Buyer shall be made Subscription Amount by wire transfer of immediately available funds in accordance with instructions provided by Seller to Buyer prior to the Closing Dateaccount as specified in writing by the Company; and (iii) the First Amendment to the Registration Rights Agreement duly executed by such Purchaser.

Deliveries. At the Closing, subject to the satisfaction of the conditions set forth in Section 8 or Section 9, as applicable, (a) Seller On or prior to the Closing Date, the Company shall deliver, deliver or cause to be delivered, delivered to Buyereach Purchaser the following: (i) this Agreement duly executed counterparts to by the Transaction Documents to which each of Seller, Safeguard and the Landlord are partiesCompany; (ii) true and complete copies a legal opinion of Company Counsel, substantially in the duly executed Ancillary Agreements, certified by an executive officer form of SellerExhibit D attached hereto; (iii) an updated Employee Compensation List, if necessary, to show changes a copy of the irrevocable instructions to the information contained Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to 46.47168% of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the Employee Compensation List dated as name of December 27, 2005such Purchaser; (iv) an opinion a certificate evidencing a number of Sellershares of Preferred Stock equal to 53.52832% of such Purchaser’s Counsel Subscription Amount divided by the Stated Value, registered in substantially the form set forth on Exhibit Dname of such Purchaser and evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (v) a non-foreign certification (Warrant registered in form and substance reasonably satisfactory the name of such Purchaser to Buyer) that satisfies purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s Subscription Amount for the requirements of Treasury Regulation section 1.1445-2(b)(2)Preferred Stock divided by $0.80, with an exercise price equal to $1.11, subject to adjustment therein; (vi) Closing Consents in such forms as are reasonably acceptable to Buyer and any other Seller Required Consent that Seller receives on or prior to the ClosingVoting Agreements; (vii) a copy of the Registration Rights Agreement duly executed Notice related to Drug Establishment Registrations for Totowa Property in substantially by the form set forth on Exhibit C-3 that will be transmitted by Seller on the Closing Date for filing with the FDA pursuant to Section 7.4;Company; and (viii) such applications the Prospectus and notices Prospectus Supplement (in such forms as are reasonably acceptable to Buyer) that will be filed by Seller on or, as which may be reasonably practicable, following delivered in accordance with Rule 172 under the Closing Date with respect to those Governmental Permits that are being transferred to Buyer pursuant to Section 2.1(a)(viiSecurities Act); (ix) administrative passwords for all Purchased Assets, as applicable; (x) copies of all Business Documents, Systems and Information, including without limitation, the SOP’s; (xi) termination statements or other evidence (in a form reasonably acceptable to Buyer) that any liens identified on Schedule 4.11 have been released; (xii) if in Seller’s possession, the LNA with respect to the Transactions from the NJDEP; and (xiii) such other instruments of conveyance and transfer, in form reasonably satisfactory to Buyer and its counsel, as shall be necessary and effective to transfer and assign to, and vest in, Buyer all of Seller’s right, title and interest in and to the Purchased Assets. With respect to the items contemplated by clause (x) above, Buyer acknowledges that such items are maintained at the Totowa Property and, as such, shall be deemed delivered at the Closing. (b) Buyer On or prior to the Closing Date, each Purchaser shall deliver or cause to Sellerbe delivered to the Company the following: (i) this Agreement duly executed counterparts to by such Purchaser; (ii) the Transaction Documents to which it is a partyRegistration Rights Agreement duly executed by such Purchaser; and (iiiii) such other documents, instruments, certificates and agreements as may be reasonably required by Seller to consummate and give effect to the Transactions. (c) Buyer shall deliver the Purchase Price to Seller in accordance with Section 2.2. (d) Buyer shall deliver the Inventory Payment. (e) Buyer shall deliver the Milestone Payments. (f) Buyer shall deliver, if applicable, BuyerPurchaser’s pro rated portion of any property tax prepaid by Seller with respect to the period up to and including the Closing Date. Each of the payments contemplated to be delivered at the Closing by Buyer shall be made Subscription Amount by wire transfer of immediately available funds in accordance with instructions provided by Seller to Buyer prior to the Closing Dateaccount specified in writing by the Company.

Deliveries. At Concurrent with the Closing, subject to the satisfaction execution of the conditions set forth in Section 8 or Section 9, as applicable,this Agreement: (a) Seller shall deliver, deliver or cause to be delivereddelivered to Purchaser, to Buyer:against payment of the Purchase Price the following (collectively, the “Seller Documents”): (i) duly an executed counterparts Xxxx of Sale, a copy of which is attached to the Transaction Documents to which each of Seller, Safeguard and the Landlord are partiesthis Agreement as Exhibit “C”; (ii) true and complete copies an executed real property lease with respect to the real property located at 000 Xxxxx 0000 Xxxx, Xxxx Xxxx Xxxx, Xxxx, a copy of which is attached to this Agreement as Exhibit “D” (the duly executed Ancillary Agreements, certified by an executive officer of Seller“Ground Lease”); (iii) an updated Employee Compensation List, if necessary, to show changes executed special warranty deed with respect to the information contained in Real Property, a copy of which is attached to this Agreement as Exhibit “E” (the Employee Compensation List dated as of December 27, 2005“Real Property Deed”); (iv) an opinion of Sellerirrevocable commitment (the “Real Property Title Commitment”) from Metro National Title Company, a Utah corporation (the “Title Company”), to issue to Purchaser a standard coverage owner’s Counsel title insurance policy insuring that Purchaser owns a fee interest in substantially the form Real Property, having a policy limit equal to US $7,050,000 and listing no exceptions to title other than the exceptions set forth on Exhibit D;in the Real Property Title Commitment; and (v) an executed real property sublease between Questar Corporation and Purchaser with respect to the real property located at 000 Xxxx 000 Xxxxx, Xxxx Xxxx Xxxx, Xxxx 00000, a non-foreign certification copy of which is attached to this Agreement as Exhibit “F” (in form and substance reasonably satisfactory to Buyer) that satisfies the requirements of Treasury Regulation section 1.1445-2(b)(2“Sublease”); (vi) Closing Consents in such forms an executed Master Services Agreement between Questar Gas Company and Purchaser a copy of which is attached to this Agreement as are reasonably acceptable to Buyer and any other Seller Required Consent that Seller receives on or prior to Exhibit “G” (the Closing“Master Services Agreement”); (vii) an executed Consulting Agreement between Questar Gas Company and Purchaser, a copy of which is attached to this Agreement as Exhibit “H” (the duly executed Notice related to Drug Establishment Registrations for Totowa Property in substantially the form set forth on Exhibit C-3 that will be transmitted by Seller on the Closing Date for filing with the FDA pursuant to Section 7.4Data Center Services Agreement); (viii) a certificate from the secretary of each of Seller and Questar InfoComm, Inc. (A) certifying that attached to such applications certificate are all requisite resolutions of Seller’s board of directors approving the execution and notices delivery of this Agreement and the agreements, documents and instruments contemplated herein (in the “Related Agreements”) and the consummation of the Transactions; (B) certifying that attached to such forms as are reasonably acceptable certificate is the requisite consent of the shareholders of Seller approving and authorizing the Transactions and the Related Agreements; and (C) certifying to Buyer) that will be filed by the incumbency of the officers of Seller on or, as may be reasonably practicable, following executing this Agreement and the Closing Date with respect to those Governmental Permits that are being transferred to Buyer pursuant to Section 2.1(a)(vii)Related Agreements; (ix) administrative passwords for all Purchased Assetsan executed special warranty deed with respect to the Building, a copy of which is attached to this Agreement as applicableExhibit “I” (the “Building Deed”); (x) copies of all Business Documentsan irrevocable commitment (the “Ground Lease Title Commitment”) from the Title Company, Systems to issue Purchaser a standard coverage owner’s title insurance policy insuring that Purchaser owns a leasehold interest in the Ground Lease, having a policy limit equal to US $4,800,000 and Information, including without limitation, listing no exceptions to title other than the SOP’sexceptions set forth in the Ground Lease Title Commitment; (xi) termination statements an executed amendment to Seller’s Articles of Incorporation (to be filed by Purchaser following the Closing) to change Seller’s corporate name to no longer include the term “Consonus;” and (xii) such other documents as reasonably required by Purchaser. (b) Purchaser shall deliver or other evidence cause to be delivered to Seller, against delivery of the Acquired Assets, the following (in collectively, the “Purchaser Documents”): (i) the Closing Payment; (ii) an executed Secured Subordinated Promissory Note. (iii) an executed Security Agreement, a form reasonably acceptable copy of which is attached to Buyerthis Agreement as Exhibit “J”; (iv) that any liens identified on Schedule 4.11 have been releasedan executed Assumption Agreement; (v) an executed Ground Lease; (vi) a completed UCC-1, securing the obligations of Purchaser under the Secured Subordinated Promissory Note, and this Agreement; (vii) an executed Trust Deed, a copy of which is attached to this Agreement as Exhibit “K”; (viii) an executed employment agreement with Xxxxxx Xxxxxxx (“Employment Agreement”), a copy of which is attached to this Agreement as Exhibit “L”; (ix) an executed Sublease; (x) an executed Master Services Agreement; (xi) an executed Consulting Agreement; (xii) if in Selleran executed Guaranty, a copy of which is attached to this Agreement as Exhibit “M”; (xiii) a certificate from the secretary of Purchaser (A) certifying that attached to such certificate are all requisite resolutions of Purchaser’s possession, board of directors approving the LNA with respect execution and delivery of this Agreement and the Related Agreements and the consummation of the Transactions; and (B) certifying to the Transactions from incumbency of the NJDEPofficers of Seller executing this Agreement and the Related Agreements; and (xiiixiv) such other instruments of conveyance and transfer, in form reasonably satisfactory to Buyer and its counsel, documents as shall be necessary and effective to transfer and assign to, and vest in, Buyer all of Seller’s right, title and interest in and to the Purchased Assets. With respect to the items contemplated by clause (x) above, Buyer acknowledges that such items are maintained at the Totowa Property and, as such, shall be deemed delivered at the Closing. (b) Buyer shall deliver to Seller: (i) duly executed counterparts to the Transaction Documents to which it is a party; and (ii) such other documents, instruments, certificates and agreements as may be reasonably required by Seller to consummate and give effect to the TransactionsSeller. (c) Buyer shall deliver the Purchase Price to Seller in accordance with Section 2.2. (d) Buyer shall deliver the Inventory Payment. (e) Buyer shall deliver the Milestone Payments. (f) Buyer shall deliver, if applicable, Buyer’s pro rated portion of any property tax prepaid by Seller with respect to the period up to and including the Closing Date. Each of the payments contemplated to be delivered at the Closing by Buyer shall be made by wire transfer of immediately available funds in accordance with instructions provided by Seller to Buyer prior to the Closing Date.

Deliveries. At the Closing, subject to the satisfaction of the conditions set forth in Section 8 or Section 9, as applicable, (a) Seller On or prior to the Closing Date, the Company shall deliver, deliver or cause to be delivered, delivered to Buyereach Purchaser the following: (i) this Agreement duly executed counterparts to by the Transaction Documents to which each of Seller, Safeguard and the Landlord are partiesCompany; (ii) true and complete copies of the duly executed Ancillary Agreements, certified by an executive officer of SellerCompany shall have provided each Purchaser with the Escrow Agent’s wire instructions; (iii) an updated Employee Compensation List, if necessary, to show changes a copy of the irrevocable instructions to the information contained Transfer Agent instructing the Transfer Agent to deliver on an expedited basis a certificate evidencing a number of Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the Employee Compensation List dated name of such Purchaser, or, at the election of such Purchaser, evidence of the issuance of such Purchaser’s Shares hereunder as held in DRS book-entry form by the Transfer Agent and registered in the name of December 27such Purchaser, 2005which evidence shall be reasonably satisfactory to such Purchaser; (iv) a Series A Common Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the sum of such Purchaser’s Shares, with an opinion exercise price equal to $0.64 per share of Seller’s Counsel in substantially the form set forth on Exhibit DCommon Stock, subject to adjustment therein; (v) a non-foreign certification (Series B Common Warrant registered in form and substance reasonably satisfactory the name of such Purchaser to Buyer) that satisfies purchase up to a number of shares of Common Stock equal to 100% of the requirements sum of Treasury Regulation section 1.1445-2(b)(2);such Purchaser’s Shares, with an exercise price equal to $0.64 per share of Common Stock, subject to adjustment therein; and (vi) Closing Consents in such forms as are reasonably acceptable to Buyer and any other Seller Required Consent that Seller receives on or prior to the Closing; (vii) a copy of the Registration Rights Agreement duly executed Notice related to Drug Establishment Registrations for Totowa Property in substantially by the form set forth on Exhibit C-3 that will be transmitted by Seller on the Closing Date for filing with the FDA pursuant to Section 7.4; (viii) such applications and notices (in such forms as are reasonably acceptable to Buyer) that will be filed by Seller on or, as may be reasonably practicable, following the Closing Date with respect to those Governmental Permits that are being transferred to Buyer pursuant to Section 2.1(a)(vii); (ix) administrative passwords for all Purchased Assets, as applicable; (x) copies of all Business Documents, Systems and Information, including without limitation, the SOP’s; (xi) termination statements or other evidence (in a form reasonably acceptable to Buyer) that any liens identified on Schedule 4.11 have been released; (xii) if in Seller’s possession, the LNA with respect to the Transactions from the NJDEP; and (xiii) such other instruments of conveyance and transfer, in form reasonably satisfactory to Buyer and its counsel, as shall be necessary and effective to transfer and assign to, and vest in, Buyer all of Seller’s right, title and interest in and to the Purchased Assets. With respect to the items contemplated by clause (x) above, Buyer acknowledges that such items are maintained at the Totowa Property and, as such, shall be deemed delivered at the ClosingCompany. (b) Buyer On or prior to the Closing Date, each Purchaser shall deliver or cause to Sellerbe delivered to the Company or the Escrow Agent, as applicable, the following: (i) this Agreement duly executed counterparts by such Purchaser; (ii) to the Transaction Documents Escrow Agent, such Purchaser’s Subscription Amount by wire transfer to which it is a partythe account specified in writing by the Escrow Agent; and (iiiii) the Registration Rights Agreement duly executed by such other documents, instruments, certificates and agreements as may be reasonably required by Seller to consummate and give effect to the TransactionsPurchaser. (c) Buyer shall deliver the Purchase Price to Seller in accordance with Section 2.2. (d) Buyer shall deliver the Inventory Payment. (e) Buyer shall deliver the Milestone Payments. (f) Buyer shall deliver, if applicable, Buyer’s pro rated portion of any property tax prepaid by Seller with respect to the period up to and including the Closing Date. Each of the payments contemplated to be delivered at the Closing by Buyer shall be made by wire transfer of immediately available funds in accordance with instructions provided by Seller to Buyer prior to the Closing Date.

Deliveries. At the Closing, subject to the satisfaction of the conditions set forth in Section 8 or Section 9, as applicable, (a) Seller On or prior to the Closing Date, the Company shall deliver, deliver or cause to be delivered, delivered to Buyereach Purchaser the following: (i) this Agreement duly executed counterparts to by the Transaction Documents to which each of Seller, Safeguard and the Landlord are partiesCompany; (ii) true a legal opinion of Company Counsel, in form and complete copies of substance reasonably acceptable to the duly executed Ancillary Agreements, certified by an executive officer of SellerPurchasers and the Placement Agent; (iii) an updated Employee Compensation List, if necessary, to show changes subject to the information contained in last sentence of Section 2.1, the Employee Compensation List dated as of December 27Company shall have provided each Purchaser with the Company’s wire instructions, 2005on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an opinion expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to such Purchaser’s Subscription Amount divided by the Per Unit Purchase Price, registered in the name of Seller’s Counsel in substantially the form set forth on Exhibit Dsuch Purchaser; (v) an executed copy of such Purchaser’s Warrant (to be delivered in pdf format by e-mail) to be registered in the name of such Purchaser to purchase up to a non-foreign certification (in form and substance reasonably satisfactory number of shares of Common Stock equal to Buyer) 100% of such Purchaser’s Shares, with an exercise price equal to $3.00, subject to adjustment therein; provided, that satisfies the requirements of Treasury Regulation section 1.1445-2(b)(2)Company shall cause the original fully executed “wet ink” original to be delivered to such Purchaser within three Trading Days following the Closing; (vi) 90-day lock-up agreements (the “Pre-Closing Consents in such forms as are reasonably acceptable to Buyer and any other Seller Required Consent that Seller receives on or prior to the Closing; (viiLock-Up Agreements”) a copy from each of the duly executed Notice related to Drug Establishment Registrations for Totowa Property in substantially the form set forth on Exhibit C-3 that will be transmitted by Seller on the Closing Date for filing with the FDA pursuant to Section 7.4; (viii) such applications Company’s directors and notices (in such forms as are reasonably acceptable to Buyer) that will be filed by Seller on orofficers, as may be reasonably practicable, following the Closing Date with respect to those Governmental Permits that are being transferred to Buyer pursuant to Section 2.1(a)(vii); (ix) administrative passwords for all Purchased Assets, as applicable; (x) copies of all Business Documents, Systems and Information, including without limitation, the SOP’s; (xi) termination statements or other evidence (in a form reasonably acceptable to Buyer) that any liens identified on Schedule 4.11 have been released; (xii) if in Seller’s possession, the LNA with respect to Placement Agent and the Transactions from the NJDEPPurchasers; and (xiiivii) such other instruments of conveyance the Prospectus and transfer, Prospectus Supplement (which may be delivered in form reasonably satisfactory to Buyer and its counsel, as shall be necessary and effective to transfer and assign to, and vest in, Buyer all of Seller’s right, title and interest in and to accordance with Rule 172 under the Purchased Assets. With respect to the items contemplated by clause (x) above, Buyer acknowledges that such items are maintained at the Totowa Property and, as such, shall be deemed delivered at the ClosingSecurities Act). (b) Buyer On or prior to the Closing Date, each Purchaser shall deliver or cause to Sellerbe delivered to the Company the following: (i) this Agreement duly executed counterparts to the Transaction Documents to which it is a partyby such Purchaser; and (ii) such other documentsPurchaser’s Subscription Amount, instruments, certificates and agreements as may be reasonably required by Seller to consummate and give effect to the Transactions. (c) Buyer shall deliver the Purchase Price to Seller in accordance with Section 2.2. (d) Buyer shall deliver the Inventory Payment. (e) Buyer shall deliver the Milestone Payments. (f) Buyer shall deliver, if applicable, Buyer’s pro rated portion of any property tax prepaid by Seller with respect to the period up to and including the Closing Date. Each of the payments contemplated to be delivered at the Closing by Buyer which shall be made by wire transfer of immediately available funds in accordance for “Delivery Versus Payment” settlement with instructions provided by Seller to Buyer prior to the Closing DateCompany or its designee.

Deliveries. At (a) The sale of the ClosingUnits to be purchased hereunder shall be completed at the Closing Time, subject electronically, or at such place as the Corporation and the Underwriter may agree. Subject to the satisfaction of the conditions set forth in Section 8 or Section 9herein, as applicable, (a) Seller the Corporation, shall deliver, or cause deliver to be delivered, to Buyerthe Underwriter the following: (i) duly executed counterparts the opinions, certificates and documents referred to the Transaction Documents to which each of Seller, Safeguard and the Landlord are partiesin Section 9; (ii) true and complete copies evidence of non-certificated registration as set out in subsection 10(b) representing, in the aggregate, all of the duly executed Ancillary Agreements, certified by an executive officer Units which the Underwriter has sold hereunder registered in the name of SellerCDS or in such name or names as the Underwriter shall notify the Corporation in writing not less than 24 hours prior to the Closing Time; (iii) an updated Employee the Compensation List, if necessary, to show changes to the information contained in the Employee Compensation List dated as of December 27, 2005; (iv) an opinion of Seller’s Counsel in substantially the form set forth on Exhibit D; (v) a non-foreign certification (in form and substance reasonably satisfactory to Buyer) that satisfies the requirements of Treasury Regulation section 1.1445-2(b)(2); (vi) Closing Consents in such forms as are reasonably acceptable to Buyer and any other Seller Required Consent that Seller receives on or prior to the Closing; (vii) a copy of the duly executed Notice related to Drug Establishment Registrations for Totowa Property in substantially the form set forth on Exhibit C-3 that will be transmitted by Seller on the Closing Date for filing with the FDA pursuant to Section 7.4; (viii) such applications and notices (in such forms as are reasonably acceptable to Buyer) that will be filed by Seller on or, as may be reasonably practicable, following the Closing Date with respect to those Governmental Permits that are being transferred to Buyer pursuant to Section 2.1(a)(vii); (ix) administrative passwords for all Purchased Assets, as applicable; (x) copies of all Business Documents, Systems and Information, including without limitation, the SOP’s; (xi) termination statements or other evidence (in a form reasonably acceptable to Buyer) that any liens identified on Schedule 4.11 have been released; (xii) if in Seller’s possession, the LNA with respect to the Transactions from the NJDEPOption Certificates; and (xiiib) such other instruments If the Corporation determines to issue the Units under the non-certificated inventory process in accordance with the rules and procedures of conveyance and transferCDS, in form reasonably satisfactory to Buyer and its counselthen, as shall be necessary and effective to transfer and assign to, and vest in, Buyer all of Seller’s right, title and interest in and an alternative to the Purchased Assets. With respect Corporation delivering to the items contemplated by clause (x) above, Buyer acknowledges that such items are maintained Underwriter definitive certificates representing the Units in the manner and at the Totowa Property and, as such, shall be deemed delivered at the Closing. (b) Buyer shall deliver to Sellertimes set forth in this Section 10: (i) duly executed counterparts the Underwriter will provide a direction to CDS with respect to the Transaction Documents crediting of the Units to which it is a partythe accounts of the participants of CDS as shall be designated by the Underwriter in writing in sufficient time prior to the Closing Date to permit such crediting; and (ii) such other documents, instruments, the Underwriter shall have received one or more certificates and/or book-entry only securities in accordance with the "non-certificated inventory" rules and agreements as may be reasonably required by Seller to consummate and give effect to procedures of CDS evidencing the TransactionsUnits. (c) Buyer The deliveries set out in subsection 10(a) shall deliver be delivered against payment by the Purchase Price to Seller in accordance with Section 2.2. (d) Buyer shall deliver the Inventory Payment. (e) Buyer shall deliver the Milestone Payments. (f) Buyer shall deliver, if applicable, Buyer’s pro rated portion of any property tax prepaid by Seller with respect Underwriter to the period up to and including the Closing Date. Each Corporation of the payments contemplated gross proceeds of the Offering net of (i) the Underwriting Fee, and (ii) the Underwriter's Expenses, payable by the Corporation pursuant to be delivered at the Closing by Buyer shall be made Section 12 of this Agreement, by wire transfer of immediately available funds in accordance together with instructions provided a receipt signed by Seller to Buyer prior to the Closing Datethe Underwriter, for such Units.

Deliveries. At the Closing, subject to the satisfaction of the conditions set forth in Section 8 or Section 9, as applicable, (a) Seller On or prior to the Closing Date (except as indicated below), the Company shall deliver, deliver or cause to be delivered, delivered to Buyereach Purchaser the following: (i) this Agreement duly executed counterparts to by the Transaction Documents to which each of Seller, Safeguard and the Landlord are partiesCompany; (ii) true a legal opinion of Company Counsel substantially in form and complete copies of substance reasonably acceptable to the duly executed Ancillary Agreements, certified by an executive officer of SellerPurchasers and Placement Agent; (iii) an updated Employee Compensation Lista certificate executed by the Chief Executive Officer and Chief Financial Officer of the Company, if necessary, to show changes to the information contained in the Employee Compensation List dated as of December 27the date of the Closing Date, 2005in form and substance reasonably acceptable to the Purchasers and Placement Agent; (iv) an opinion a certificate executed by the Secretary of Seller’s Counsel the Company, dated as of the date of Closing, in substantially form and substance reasonably acceptable to the form set forth on Exhibit DPurchasers and Placement Agent; (v) a non-foreign certification (in form subject to Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and substance reasonably satisfactory to Buyer) that satisfies executed by the requirements of Treasury Regulation section 1.1445-2(b)(2)Chief Executive Officer or Chief Financial Officer; (vi) Closing Consents in such forms as are reasonably acceptable subject to Buyer and any other Seller Required Consent that Seller receives on or prior Section 2.1, a copy of the irrevocable instructions to the ClosingTransfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) the number of Shares set forth on such Purchaser’s signature page hereto; (vii) a copy Series A Warrant registered in the name of the duly executed Notice related such Purchaser to Drug Establishment Registrations for Totowa Property in substantially the form set forth on Exhibit C-3 that will be transmitted by Seller on the Closing Date for filing purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s Shares, with the FDA pursuant an exercise price equal to Section 7.4$0.7981, subject to adjustment as provided therein; (viii) a Series B Warrant registered in the name of such applications and notices (in Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such forms Purchaser’s Shares, with an exercise price equal to $0.7981, subject to adjustment as are reasonably acceptable to Buyer) that will be filed by Seller on or, as may be reasonably practicable, following the Closing Date with respect to those Governmental Permits that are being transferred to Buyer pursuant to Section 2.1(a)(vii)provided therein; (ix) administrative passwords for all Purchased Assetson the date hereof, as applicable;the duly executed Lock-Up Agreements; and (x) copies of all Business Documents, Systems the Prospectus and Information, including without limitation, Prospectus Supplement (which may be delivered in accordance with Rule 172 under the SOP’s; (xi) termination statements or other evidence (in a form reasonably acceptable to Buyer) that any liens identified on Schedule 4.11 have been released; (xii) if in Seller’s possession, the LNA with respect to the Transactions from the NJDEP; and (xiii) such other instruments of conveyance and transfer, in form reasonably satisfactory to Buyer and its counsel, as shall be necessary and effective to transfer and assign to, and vest in, Buyer all of Seller’s right, title and interest in and to the Purchased Assets. With respect to the items contemplated by clause (x) above, Buyer acknowledges that such items are maintained at the Totowa Property and, as such, shall be deemed delivered at the ClosingSecurities Act). (b) Buyer On or prior to the Closing Date, each Purchaser shall deliver or cause to Sellerbe delivered to the Company the following: (i) this Agreement duly executed counterparts to the Transaction Documents to which it is a partyby such Xxxxxxxxx; and (ii) such other documentsPurchaser’s Subscription Amount, instruments, certificates and agreements as may be reasonably required by Seller to consummate and give effect to the Transactions. (c) Buyer shall deliver the Purchase Price to Seller in accordance with Section 2.2. (d) Buyer shall deliver the Inventory Payment. (e) Buyer shall deliver the Milestone Payments. (f) Buyer shall deliver, if applicable, Buyer’s pro rated portion of any property tax prepaid by Seller with respect to the period up to and including the Closing Date. Each of the payments contemplated to be delivered at the Closing by Buyer which shall be made by wire transfer of immediately available funds in accordance for “Delivery Versus Payment” settlement with instructions provided by Seller to Buyer prior to the Closing DateCompany or its designee.

Deliveries. At the Closing, subject to the satisfaction of the conditions set forth in Section 8 or Section 9, as applicable, (a) Seller On or prior to the Initial Closing Date, the Company shall deliver, deliver or cause to be delivered, delivered to Buyerthe Purchaser the following: (i) this Agreement duly executed counterparts to by the Transaction Documents to which each of Seller, Safeguard and the Landlord are partiesCompany; (ii) true and complete copies the Articles of Amendment which have been executed in a form acceptable for filing with the Secretary of State of the duly executed Ancillary Agreements, certified by an executive officer State of SellerNevada; (iii) an updated Employee Compensation Lista legal opinion of Company Counsel, if necessary, to show changes to the information contained substantially in the Employee Compensation List dated as form of December 27, 2005Exhibit D attached hereto; (iv) an opinion a certificate evidencing the number of Seller’s Counsel shares of Series B-1 Preferred described in substantially Section 2.1(a) herein, registered in the form set forth on Exhibit Dname of Purchaser; (v) a non-foreign certification (the Warrants exercisable to purchase the number of Warrant Shares described in form and substance reasonably satisfactory to BuyerSection 2.1(a) that satisfies herein, registered in the requirements name of Treasury Regulation section 1.1445-2(b)(2);the Purchaser; and (vi) Closing Consents in such forms as are reasonably acceptable to Buyer and any other Seller Required Consent that Seller receives on or prior to the ClosingRegistration Rights Agreement duly executed by the Company; (vii) a copy of the duly executed Notice related to Drug Establishment Registrations for Totowa Property in substantially the form set forth on Exhibit C-3 that will be transmitted by Seller on the Closing Date for filing agreements with the FDA pursuant to Section 7.4; (viii) such applications Medi-Pharmaceuticals, Inc. and notices (in such forms as are reasonably Xxxxx Xxxxx acceptable to Buyer) that will be filed by Seller on or, as may be reasonably practicable, following the Closing Date with respect to those Governmental Permits that are being transferred to Buyer pursuant to Section 2.1(a)(vii); (ix) administrative passwords for all Purchased Assets, as applicable; (x) copies of all Business Documents, Systems and Information, including without limitation, the SOP’s; (xi) termination statements or other evidence (in a form reasonably acceptable to Buyer) that any liens identified on Schedule 4.11 have been released; (xii) if in Seller’s possession, the LNA with respect to the Transactions from the NJDEP; and (xiii) such other instruments of conveyance and transferPurchaser, in form reasonably satisfactory to Buyer and its counsel, as shall be necessary and effective to transfer and assign to, and vest in, Buyer all of Sellerthe Purchaser’s right, title and interest in and to the Purchased Assets. With respect to the items contemplated by clause (x) above, Buyer acknowledges that such items are maintained at the Totowa Property and, as such, shall be deemed delivered at the Closingsole discretion. (b) Buyer On or prior to the Initial Closing Date, the Purchaser shall deliver or cause to Sellerbe delivered to the Company the following: (i) this Agreement duly executed counterparts by the Purchaser; (ii) the Initial Subscription Amount (less the Origination Fee and the Purchaser Expenses) by wire transfer to the Transaction Documents to which it is a partyCompany; and (iiiii) such other documents, instruments, certificates and agreements as may be reasonably required the Registration Rights Agreement duly executed by Seller to consummate and give effect to the TransactionsPurchaser. (c) Buyer On or prior to each Subsequent Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the Purchase Price following: (i) certificate from an officer of the Company that all conditions and obligations under this Agreement have been satisfied and the each of its representations and warranties remain true and accurate in all material respects as of the Subsequent Closing Date and shall be deemed to Seller be given as of such date; (ii) a certificate evidencing the number of shares of Series B-2 Preferred to be purchased at the Subsequent Closing, registered in accordance with the name of Purchaser; and (iii) Warrants exercisable to purchase the number of Warrant Shares described in Section 2.22.1(b) herein, registered in the name of the Purchaser. (d) Buyer On or prior to each Subsequent Closing Date, the Purchaser shall deliver the Inventory Payment. (e) Buyer shall deliver the Milestone Payments. (f) Buyer shall deliver, if applicable, Buyer’s pro rated portion of any property tax prepaid by Seller with respect to the period up to and including the Closing Date. Each of the payments contemplated or cause to be delivered at the Closing by Buyer shall be made by wire transfer of immediately available funds in accordance with instructions provided by Seller to Buyer prior to the Closing DateCompany the applicable Subsequent Subscription Amount (less the Origination Fee and the Purchaser Expenses).

Deliveries. At the Closing, subject to the satisfaction of the conditions set forth in Section 8 or Section 9, as applicable, (a) Seller On the Closing Date, the Company shall deliver, deliver or cause to be delivered, delivered to Buyereach Purchaser the following: (i) this Agreement duly executed counterparts to by the Transaction Documents to which each of Seller, Safeguard and the Landlord are partiesCompany; (ii) true and complete copies a legal opinion of Company Counsel, in substantially the duly executed Ancillary Agreements, certified by an executive officer form of SellerExhibit C attached hereto; (iii) an updated Employee Compensation Lista certificate evidencing a number of shares of Preferred Stock equal to such Purchaser’s Subscription Amount divided by the Stated Value, if necessary, to show changes to the information contained registered in the Employee Compensation List dated as name of December 27, 2005such Purchaser; (iv) an opinion of Seller’s Counsel in substantially the form set forth on Exhibit DLock-Up Agreements; (v) a non-foreign certification (Series A Warrant registered in form and substance reasonably satisfactory the name of such Purchaser to Buyer) that satisfies purchase up to a number of shares of Common Stock equal to 50% of such Purchaser’s Subscription Amount divided by the requirements of Treasury Regulation section 1.1445-2(b)(2)Conversion Price, which warrant shall have an exercise price equal to $2.50, subject to adjustment therein; (vi) Closing Consents a Series B Warrant registered in the name of such forms as are reasonably acceptable Purchaser to Buyer and any other Seller Required Consent that Seller receives on or prior purchase up to a number of shares of Common Stock equal to 50% of such Purchaser’s Subscription Amount divided by the ClosingConversion Price, which Warrants shall have an exercise price equal to $3.00, subject to adjustment therein; (vii) a copy of the duly executed Notice related to Drug Establishment Registrations for Totowa Property in substantially the form set forth on Exhibit C-3 that will be transmitted by Seller on the Closing Date for filing with the FDA pursuant to Section 7.4Escrow Agreement; (viii) such applications and notices (in such forms as are reasonably acceptable to Buyer) that will be filed by Seller on or, as may be reasonably practicable, following evidence of the Closing Date filing of the Certificate of Designation with respect to those Governmental Permits that are being transferred to Buyer pursuant to Section 2.1(a)(vii)the Secretary of State of Delaware; (ix) administrative passwords for all Purchased Assets, as applicableevidence that the Merger has been completed; (x) copies of all Business Documents, Systems and Information, including without limitation, the SOP’sevidence that each person described in Section 4.14 has executed an agreement to not engage in any Short Sales as described therein; (xi) termination statements or an officer’s certificate from the Chief Executive Officer, dated as of the Closing Date, certifying and setting forth (A) the names, signatures and positions of the Persons authorized to execute this Agreement and any other evidence Transaction Documents to which the Company is a party, (in B) a form reasonably acceptable copy of the resolutions of the Company authorizing the execution, delivery and performance of this Agreement, and (C) certifying that the representations and warranties of the Company are true and correct as of the Closing Date and that the Company has satisfied all of the conditions to Buyer) that any liens identified on Schedule 4.11 have been released;the Closing; and (xii) if in Seller’s possession, the LNA with respect to Registration Rights Agreement duly executed by the Transactions from the NJDEP; and (xiii) such other instruments of conveyance and transfer, in form reasonably satisfactory to Buyer and its counsel, as shall be necessary and effective to transfer and assign to, and vest in, Buyer all of Seller’s right, title and interest in and to the Purchased Assets. With respect to the items contemplated by clause (x) above, Buyer acknowledges that such items are maintained at the Totowa Property and, as such, shall be deemed delivered at the ClosingCompany. (b) Buyer On the Closing Date, each Purchaser shall deliver or cause to Sellerbe delivered to the Company (except as noted) the following: (i) this Agreement duly executed counterparts to the Transaction Documents to which it is a party; andby such Purchaser; (ii) such other documents, instruments, certificates and agreements as may be reasonably required by Seller to consummate and give effect to the Transactions. (c) Buyer shall deliver the Purchase Price to Seller in accordance with Section 2.2. (d) Buyer shall deliver the Inventory Payment. (e) Buyer shall deliver the Milestone Payments. (f) Buyer shall deliver, if applicable, BuyerPurchaser’s pro rated portion of any property tax prepaid by Seller with respect to the period up to and including the Closing Date. Each of the payments contemplated to be delivered at the Closing by Buyer shall be made Subscription Amount by wire transfer of immediately available funds in accordance with instructions provided by Seller to Buyer prior to the Closing DateEscrow Agent; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

Deliveries. At the Closing, subject to the satisfaction of the conditions set forth in Section 8 or Section 9, as applicable, (a) Seller On or prior to the Closing Date, the Company shall deliver, deliver or cause to be delivered, delivered to Buyereach Purchaser the following: (i) this Agreement duly executed counterparts to by the Transaction Documents to which each of Seller, Safeguard and the Landlord are partiesCompany; (ii) true legal opinion of Company Counsel with respect to U.S. laws and complete copies of securities matters (including, without limitation, a negative assurance letter or statement), each in form and substance reasonably acceptable to SRFC, the duly executed Ancillary AgreementsPlacement Agent, certified by an executive officer of Sellerand each Purchaser; (iii) an updated Employee Compensation Listfor each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, if necessary, a Pre-Funded Warrant registered in the name of such Purchaser to show changes purchase up to a number of shares of Common Stock equal to the information contained in portion of such Purchaser’s Subscription Amount applicable to the Employee Compensation List dated as of December 27Pre-Funded Warrant divided by the Per Share Purchase Price minus $0.0001, 2005with an exercise price equal to $0.0001, subject to adjustment therein; (iv) an opinion of Seller’s Counsel in substantially the form set forth on Exhibit D[intentionally omitted]; (v) a non-foreign certification (in form subject to the last sentence of Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and substance reasonably satisfactory to Buyer) that satisfies executed by the requirements of Treasury Regulation section 1.1445-2(b)(2)Chief Executive Officer or Chief Financial Officer; (vi) Closing Consents in such forms as are reasonably acceptable to Buyer and any other Seller Required Consent that Seller receives on or prior subject to the Closinglast sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (vii) a copy of the duly executed Notice related to Drug Establishment Registrations for Totowa Property Prospectus and Final Prospectus (delivered in substantially accordance with Rule 424(b) under the form set forth on Exhibit C-3 that will be transmitted by Seller on the Closing Date for filing with the FDA pursuant to Section 7.4; (viii) such applications and notices (in such forms as are reasonably acceptable to Buyer) that will be filed by Seller on or, as may be reasonably practicable, following the Closing Date with respect to those Governmental Permits that are being transferred to Buyer pursuant to Section 2.1(a)(viiSecurities Act); (ix) administrative passwords for all Purchased Assets, as applicable; (x) copies of all Business Documents, Systems and Information, including without limitation, the SOP’s; (xi) termination statements or other evidence (in a form reasonably acceptable to Buyer) that any liens identified on Schedule 4.11 have been released; (xii) if in Seller’s possession, the LNA with respect to the Transactions from the NJDEP; and (xiii) such other instruments of conveyance and transfer, in form reasonably satisfactory to Buyer and its counsel, as shall be necessary and effective to transfer and assign to, and vest in, Buyer all of Seller’s right, title and interest in and to the Purchased Assets. With respect to the items contemplated by clause (x) above, Buyer acknowledges that such items are maintained at the Totowa Property and, as such, shall be deemed delivered at the Closing. (b) Buyer On or prior to the Closing Date, each Purchaser shall deliver or cause to Sellerbe delivered to the Company the following: (i) this Agreement duly executed counterparts to the Transaction Documents to which it is a partyby such Pxxxxxxxx; and (ii) such other documentsPurchaser’s Subscription Amount, instruments, certificates and agreements as may be reasonably required by Seller to consummate and give effect to the Transactions. (c) Buyer shall deliver the Purchase Price to Seller in accordance with Section 2.2. (d) Buyer shall deliver the Inventory Payment. (e) Buyer shall deliver the Milestone Payments. (f) Buyer shall deliver, if applicable, Buyer’s pro rated portion of any property tax prepaid by Seller with respect to the period up to and including the Closing Date. Each of the payments contemplated to be delivered at the Closing by Buyer which shall be made by wire transfer of immediately available funds in accordance for “Delivery Versus Payment” settlement with instructions provided by Seller to Buyer prior to the Closing DateCompany or its designee.

Deliveries. At the Closing, subject to the satisfaction of the conditions set forth in Section 8 or Section 9, as applicable, (a) Seller On or prior to the Closing Date, the Company shall deliver, deliver or cause to be delivered, delivered to Buyereach Purchaser the following: (i) this Agreement duly executed counterparts to by the Transaction Documents to which each of Seller, Safeguard and the Landlord are partiesCompany; (ii) true and complete copies a legal opinion of Company Counsel reasonably satisfactory to the duly executed Ancillary Agreements, certified by an executive officer of SellerPurchasers; (iii) an updated Employee Compensation Listthe number of Shares set forth on such Purchaser’s signature page to this Agreement, if necessaryvia (X) upon the request of the Purchaser, to show changes credit to the information contained Purchaser’s or its designee’s balance account with The Depository Trust Company (“DTC”) through its Deposit Withdrawal At Custodian system (“DWAC”), or to the Purchaser’s or its designee’s direct registration account, provided that the Transfer Agent is participating in the Employee Compensation List dated as Direct Registration System (“DRS”) or The DTC Fast Automated Securities Transfer Program (the “FAST Program”), or (Y) if the Transfer Agent is not participating in either the DRS or FAST Program, a certificate registered in the Company’s share register in the name of December 27, 2005the Purchaser; (iv) an opinion a Series A Warrant certificate, in a form acceptable to the Purchasers, registered in the name of Seller’s Counsel in substantially the form such Purchaser to purchase such number of shares of Common Stock as is set forth on Exhibit Dthe Purchaser’s signature page to this Agreement, with an exercise price equal to $0.01 per share, subject to adjustment therein; (v) a non-foreign certification (Series B Warrant certificate, in a form and substance reasonably satisfactory acceptable to Buyer) that satisfies the requirements Purchasers, registered in the name of Treasury Regulation section 1.1445-2(b)(2)such Purchaser to purchase such number of shares of Common Stock as is set forth on the Purchaser’s signature page to this Agreement, with an exercise price equal to $0.01 per share, subject to adjustment therein; (vi) Closing Consents a copy of the Irrevocable Transfer Agent Instructions, in such forms as are reasonably acceptable the form of Exhibit A attached hereto, which instructions shall have been delivered to Buyer and any other Seller Required Consent that Seller receives on or prior to acknowledged in writing by the ClosingCompany’s Transfer Agent; (vii) a copy of the Registration Rights Agreement duly executed Notice related by the Company, in a form acceptable to Drug Establishment Registrations for Totowa Property in substantially the form set forth on Exhibit C-3 that will be transmitted by Seller on the Closing Date for filing with the FDA pursuant to Section 7.4Purchasers; (viii) such applications and notices (the Schedules to this Agreement shall be in such forms as are reasonably a form acceptable to Buyer) that will be filed by Seller on or, as may be reasonably practicable, following the Closing Date with respect to those Governmental Permits that are being transferred to Buyer pursuant to Section 2.1(a)(vii);Purchasers; and (ix) administrative passwords for all Purchased Assetsa certificate, executed by the Secretary of the Company and dated as of the Closing Date, as applicable; (xto the resolutions consistent with the first sentence of Section 3.1(hh) copies as adopted by the Company’s Board of all Business Documents, Systems and Information, including without limitation, the SOP’s; (xi) termination statements or other evidence (Directors in a form reasonably acceptable to Buyer) that any liens identified on Schedule 4.11 have been released; (xii) if in Seller’s possession, the LNA with respect to the Transactions from the NJDEP; and (xiii) such other instruments of conveyance and transfer, in form reasonably satisfactory to Buyer and its counsel, as shall be necessary and effective to transfer and assign to, and vest in, Buyer all of Seller’s right, title and interest in and to the Purchased Assets. With respect to the items contemplated by clause (x) above, Buyer acknowledges that such items are maintained at the Totowa Property and, as such, shall be deemed delivered at the ClosingPurchaser. (b) Buyer On or prior to the Closing Date, each Purchaser shall deliver or cause to Sellerbe delivered to the Company the following: (i) this Agreement duly executed counterparts to the Transaction Documents to which it is a party; andby such Purchaser; (ii) such other documents, instruments, certificates and agreements as may be reasonably required by Seller to consummate and give effect to the Transactions. (c) Buyer shall deliver the Purchase Price to Seller in accordance with Section 2.2. (d) Buyer shall deliver the Inventory Payment. (e) Buyer shall deliver the Milestone Payments. (f) Buyer shall deliver, if applicable, BuyerPurchaser’s pro rated portion of any property tax prepaid by Seller with respect to the period up to and including the Closing Date. Each of the payments contemplated to be delivered at the Closing by Buyer shall be made Subscription Amount by wire transfer to the account as specified in writing by the Company or a certified check of immediately available funds in accordance with instructions provided funds; and (iii) the Registration Rights Agreement duly executed by Seller to Buyer prior to the Closing Datesuch Purchaser.

Deliveries. At (a) On or prior to the ClosingClosing Date, the Company shall deliver or cause to be delivered to Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in form acceptable to Purchaser’s counsel; (iii) the Note in the form attached hereto as Exhibit A (such originally executed Note may be delivered within three Trading Days of the Closing Date, but an electronic signed copy of which shall be delivered prior to or at closing); (iv) a Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 1,416,667 shares of Common Stock, with an exercise price equal to $4.00 per share, subject to adjustment therein (such originally executed Warrant may be delivered within three Trading Days of the satisfaction Closing Date, but an electronic signed copy of which shall be delivered prior to or at closing); (v) the Registration Rights Agreement, duly executed by the Company; (vi) the Security Agreement, duly executed by the Company; (vii) all PIPE Participants Consents; (viii) a Good Standing Certificate of domestic and principal place of business jurisdictions; (ix) a Final, in form and substance, copy of Company’s 10-K for year ended December 31, 2016, with a copy of Auditor opinion and consent; (x) the Intercreditor Agreement signed by PMC; (xi) a certificate of an officer of the Company certifying that the conditions set forth in Section 8 or Section 9, as applicable,2.3(b) have been satisfied; and (axii) Seller a certificate of the Secretary of the Company certifying as to the resolutions of the board of directors of the Company authorizing this Agreement and the transactions contemplated thereby. (b) On or prior to the Closing Date, Purchaser shall deliver, deliver or cause to be delivereddelivered to the Escrow Agent, to Buyerthe following: (i) this Agreement duly executed counterparts to the Transaction Documents to which each of Seller, Safeguard and the Landlord are partiesby such Purchaser; (ii) true and complete copies of the Registration Rights Agreement, duly executed Ancillary Agreements, certified by an executive officer of Sellersuch Purchaser; (iii) Purchaser’s Subscription Amount (less any expenses or other items set forth in an updated Employee Compensation List, if necessary, to show changes agreed upon funds flow memo) by wire transfer to the information contained in the Employee Compensation List dated as of December 27, 2005Company’s bank account specified by Company; (iv) an opinion of Seller’s Counsel in substantially the form set forth on Exhibit D;Intercreditor Agreement signed by Purchaser; and (v) a non-foreign certification (in form and substance reasonably satisfactory to Buyer) that satisfies the requirements of Treasury Regulation section 1.1445-2(b)(2); (vi) Closing Consents in such forms as are reasonably acceptable to Buyer and any other Seller Required Consent that Seller receives on or prior to the Closing; (vii) a copy of the Security Agreement, duly executed Notice related to Drug Establishment Registrations for Totowa Property in substantially by the form set forth on Exhibit C-3 that will be transmitted by Seller on the Closing Date for filing with the FDA pursuant to Section 7.4; (viii) such applications and notices (in such forms as are reasonably acceptable to Buyer) that will be filed by Seller on or, as may be reasonably practicable, following the Closing Date with respect to those Governmental Permits that are being transferred to Buyer pursuant to Section 2.1(a)(vii); (ix) administrative passwords for all Purchased Assets, as applicable; (x) copies of all Business Documents, Systems and Information, including without limitation, the SOP’s; (xi) termination statements or other evidence (in a form reasonably acceptable to Buyer) that any liens identified on Schedule 4.11 have been released; (xii) if in Seller’s possession, the LNA with respect to the Transactions from the NJDEP; and (xiii) such other instruments of conveyance and transfer, in form reasonably satisfactory to Buyer and its counsel, as shall be necessary and effective to transfer and assign to, and vest in, Buyer all of Seller’s right, title and interest in and to the Purchased Assets. With respect to the items contemplated by clause (x) above, Buyer acknowledges that such items are maintained at the Totowa Property and, as such, shall be deemed delivered at the ClosingPurchaser. (b) Buyer shall deliver to Seller: (i) duly executed counterparts to the Transaction Documents to which it is a party; and (ii) such other documents, instruments, certificates and agreements as may be reasonably required by Seller to consummate and give effect to the Transactions. (c) Buyer shall deliver the Purchase Price to Seller in accordance with Section 2.2. (d) Buyer shall deliver the Inventory Payment. (e) Buyer shall deliver the Milestone Payments. (f) Buyer shall deliver, if applicable, Buyer’s pro rated portion of any property tax prepaid by Seller with respect to the period up to and including the Closing Date. Each of the payments contemplated to be delivered at the Closing by Buyer shall be made by wire transfer of immediately available funds in accordance with instructions provided by Seller to Buyer prior to the Closing Date.

Deliveries. At the Closing, subject to the satisfaction of the conditions set forth in Section 8 or Section 9, as applicable, (a) Seller On or prior to the Closing Date, the Company shall deliver, deliver or cause to be delivered, delivered to Buyereach Purchaser the following: (i) this Agreement duly executed counterparts to by the Transaction Documents to which each of Seller, Safeguard and the Landlord are partiesCompany; (ii) true a legal opinion of Company Counsel, in the form and complete copies substance reasonably satisfactory to the Placement Agent and each of the duly executed Ancillary Agreements, certified by an executive officer of SellerPurchasers; (iii) an updated Employee Compensation List, if necessary, to show changes subject to the information contained in last sentence of Section 2.1, the Employee Compensation List dated as of December 27Company shall have provided each Purchaser with the Company’s wire instructions, 2005on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver, on an opinion expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”), Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of Seller’s Counsel in substantially the form set forth on Exhibit Dsuch Purchaser; (v) a nonWarrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s Shares, in the form of Exhibit C attached hereto, with an exercise price equal to $0.82, subject to adjustment therein, which Warrant shall be exercisable commencing six months after the date of issuance and have a term of exercise equal to five and one-foreign certification half years from the date of issuance (in form a copy of such executed Warrant will be delivered via email on the Closing Date and substance reasonably satisfactory to Buyerthe originally executed Warrant certificate may be delivered within two (2) that satisfies Trading Days of the requirements of Treasury Regulation section 1.1445-2(b)(2Closing Date);; and (vi) Closing Consents in such forms as are reasonably acceptable to Buyer the Prospectus and any other Seller Required Consent that Seller receives on or prior to the Closing; Prospectus Supplement (vii) a copy of the duly executed Notice related to Drug Establishment Registrations for Totowa Property in substantially the form set forth on Exhibit C-3 that will be transmitted by Seller on the Closing Date for filing with the FDA pursuant to Section 7.4; (viii) such applications and notices (in such forms as are reasonably acceptable to Buyer) that will be filed by Seller on or, as which may be reasonably practicable, following delivered in accordance with Rule 172 under the Closing Date with respect to those Governmental Permits that are being transferred to Buyer pursuant to Section 2.1(a)(viiSecurities Act); (ix) administrative passwords for all Purchased Assets, as applicable; (x) copies of all Business Documents, Systems and Information, including without limitation, the SOP’s; (xi) termination statements or other evidence (in a form reasonably acceptable to Buyer) that any liens identified on Schedule 4.11 have been released; (xii) if in Seller’s possession, the LNA with respect to the Transactions from the NJDEP; and (xiii) such other instruments of conveyance and transfer, in form reasonably satisfactory to Buyer and its counsel, as shall be necessary and effective to transfer and assign to, and vest in, Buyer all of Seller’s right, title and interest in and to the Purchased Assets. With respect to the items contemplated by clause (x) above, Buyer acknowledges that such items are maintained at the Totowa Property and, as such, shall be deemed delivered at the Closing. (b) Buyer On or prior to the Closing Date, each Purchaser shall deliver or cause to Sellerbe delivered to the Company, the following: (i) this Agreement duly executed counterparts to by such Purchaser; (ii) the Transaction Documents to which it is a partyLock-Up Agreements; and (iiiii) such other documentsPurchaser’s Subscription Amount, instruments, certificates and agreements as may be reasonably required by Seller to consummate and give effect to the Transactions. (c) Buyer shall deliver the Purchase Price to Seller in accordance with Section 2.2. (d) Buyer shall deliver the Inventory Payment. (e) Buyer shall deliver the Milestone Payments. (f) Buyer shall deliver, if applicable, Buyer’s pro rated portion of any property tax prepaid by Seller with respect to the period up to and including the Closing Date. Each of the payments contemplated to be delivered at the Closing by Buyer which shall be made by wire transfer of immediately available funds in accordance for “Delivery Versus Payment” settlement with instructions provided by Seller to Buyer prior to the Closing DateCompany or its designee.

Deliveries. At the Closing, subject to the satisfaction of the conditions set forth in Section 8 or Section 9, as applicable, (a) Seller On or prior to the Closing Date (except as indicated below), the Company shall deliver, deliver or cause to be delivered, delivered to Buyereach Purchaser the following: (i) this Agreement duly executed counterparts to by the Transaction Documents to which each of Seller, Safeguard and the Landlord are partiesCompany; (ii) true and complete copies of the duly executed Ancillary Agreements, certified by an executive officer of Seller; (iii) an updated Employee Compensation List, if necessary, to show changes to the information contained in the Employee Compensation List dated as of December 27, 2005; (iv) an a legal opinion of Seller’s Counsel in Company Counsel, substantially the form set forth on Exhibit D; (v) a non-foreign certification (in form and substance reasonably satisfactory to Buyerthe Purchasers; (iii) that satisfies subject to the requirements last sentence of Treasury Regulation section 1.1445-2(b)(2)Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (v) a Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 75% of such Purchaser’s Shares, with an exercise price equal to $4.9519, subject to adjustment therein; (vi) Closing Consents in such forms as are reasonably acceptable to Buyer and any other Seller Required Consent that Seller receives on or prior to the Closing[reserved]; (vii) as to each Purchaser purchasing Pre-Funded Warrants, a copy Pre-Funded Warrant registered in the name of the duly executed Notice related such Purchaser to Drug Establishment Registrations for Totowa Property in substantially the form purchase up to a number of shares of Common Stock as set forth on Exhibit C-3 that will be transmitted by Seller on in the Closing Date for filing Pre-Funded Warrant, with the FDA pursuant an exercise price of $0.01 per share, subject to Section 7.4adjustment therein; (viii) such applications and notices (in such forms as are reasonably acceptable to Buyer) that will be filed the Registration Rights Agreement duly executed by Seller on or, as may be reasonably practicable, following the Closing Date with respect to those Governmental Permits that are being transferred to Buyer pursuant to Section 2.1(a)(vii);Company; and (ix) administrative passwords for all Purchased Assets, as applicable; the Prospectus and Prospectus Supplement (x) copies of all Business Documents, Systems and Information, including without limitation, which may be delivered in accordance with Rule 172 under the SOP’s; (xi) termination statements or other evidence (in a form reasonably acceptable to Buyer) that any liens identified on Schedule 4.11 have been released; (xii) if in Seller’s possession, the LNA with respect to the Transactions from the NJDEP; and (xiii) such other instruments of conveyance and transfer, in form reasonably satisfactory to Buyer and its counsel, as shall be necessary and effective to transfer and assign to, and vest in, Buyer all of Seller’s right, title and interest in and to the Purchased Assets. With respect to the items contemplated by clause (x) above, Buyer acknowledges that such items are maintained at the Totowa Property and, as such, shall be deemed delivered at the ClosingSecurities Act). (b) Buyer On or prior to the Closing Date, each Purchaser shall deliver or cause to Sellerbe delivered to the Company the following: (i) this Agreement duly executed counterparts to by such Purchaser; (ii) the Transaction Documents to which it is a partyRegistration Rights Agreement duly executed by such Purchaser; and (iiiii) such other documentsPurchaser’s Subscription Amount, instruments, certificates and agreements as may be reasonably required by Seller to consummate and give effect to the Transactions. (c) Buyer shall deliver the Purchase Price to Seller in accordance with Section 2.2. (d) Buyer shall deliver the Inventory Payment. (e) Buyer shall deliver the Milestone Payments. (f) Buyer shall deliver, if applicable, Buyer’s pro rated portion of any property tax prepaid by Seller with respect to the period up to and including the Closing Date. Each of the payments contemplated to be delivered at the Closing by Buyer which shall be made by wire transfer of immediately available funds in accordance for “Delivery Versus Payment” settlement with instructions provided by Seller to Buyer prior to the Closing DateCompany or its designee.

Deliveries. At the Closing, subject to the satisfaction of the conditions set forth in Section 8 or Section 9, as applicable, (a) Seller On or prior to the Closing Date (except as indicated below), the Company shall deliver, deliver or cause to be delivered, delivered to Buyereach Purchaser the following: (i) this Agreement duly executed counterparts to by the Transaction Documents to which each of Seller, Safeguard and the Landlord are partiesCompany; (ii) true a legal opinion of Company Counsel, in form and complete copies of substance reasonably acceptable to the duly executed Ancillary Agreements, certified by an executive officer of SellerPlacement Agent; (iii) an updated Employee Compensation List, if necessary, to show changes subject to the information contained in sixth sentence of Section 2.1, the Employee Compensation List dated as of December 27Company shall have provided each Purchaser with the Company’s wire instructions, 2005on Company letterhead and executed by the Chief Executive Officer and Chief Financial Officer; (iv) subject to the sixth sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an opinion expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to such Purchaser’s Common Unit Subscription Amount divided by the Common Unit Purchase Price, registered in the name of Seller’s Counsel in substantially the form set forth on Exhibit Dsuch Purchaser; (v) a non-foreign certification (Common Warrant registered in form and substance reasonably satisfactory the name of such Purchaser to Buyer) that satisfies purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s Shares plus the requirements of Treasury Regulation section 1.1445-2(b)(2)Prefunded Warrant Shares underlying such Purchaser’s Prefunded Warrants on the date hereof, with an exercise price equal to $2.00, subject to adjustment therein; (vi) Closing Consents for each Purchaser of Prefunded Warrants pursuant to Section 2.1, a Prefunded Warrant registered in the name of such forms Purchaser to purchase up to a number of shares of Common Stock as are reasonably acceptable set forth in the Prefunded Warrant, with an exercise price equal to Buyer and any other Seller Required Consent that Seller receives on or prior $0.01, subject to the Closing;adjustment therein; and (vii) a copy of the duly executed Notice related to Drug Establishment Registrations for Totowa Property in substantially Prospectus and the form set forth on Exhibit C-3 that will be transmitted by Seller on the Closing Date for filing with the FDA pursuant to Section 7.4; Prospectus Supplement (viii) such applications and notices (in such forms as are reasonably acceptable to Buyer) that will be filed by Seller on or, as which may be reasonably practicable, following delivered in accordance with Rule 172 under the Closing Date with respect to those Governmental Permits that are being transferred to Buyer pursuant to Section 2.1(a)(viiSecurities Act); (ix) administrative passwords for all Purchased Assets, as applicable; (x) copies of all Business Documents, Systems and Information, including without limitation, the SOP’s; (xi) termination statements or other evidence (in a form reasonably acceptable to Buyer) that any liens identified on Schedule 4.11 have been released; (xii) if in Seller’s possession, the LNA with respect to the Transactions from the NJDEP; and (xiii) such other instruments of conveyance and transfer, in form reasonably satisfactory to Buyer and its counsel, as shall be necessary and effective to transfer and assign to, and vest in, Buyer all of Seller’s right, title and interest in and to the Purchased Assets. With respect to the items contemplated by clause (x) above, Buyer acknowledges that such items are maintained at the Totowa Property and, as such, shall be deemed delivered at the Closing. (b) Buyer On or prior to the Closing Date, each Purchaser shall deliver or cause to Sellerbe delivered to the Company the following: (i) this Agreement duly executed counterparts to the Transaction Documents to which it is a partyby such Xxxxxxxxx; and (ii) such other documentsPurchaser’s Subscription Amount, instruments, certificates and agreements as may be reasonably required by Seller to consummate and give effect to the Transactions. (c) Buyer shall deliver the Purchase Price to Seller in accordance with Section 2.2. (d) Buyer shall deliver the Inventory Payment. (e) Buyer shall deliver the Milestone Payments. (f) Buyer shall deliver, if applicable, Buyer’s pro rated portion of any property tax prepaid by Seller with respect to the period up to and including the Closing Date. Each of the payments contemplated to be delivered at the Closing by Buyer which shall be made by wire transfer of immediately available funds in accordance for “Delivery Versus Payment” settlement with instructions provided by Seller to Buyer prior to the Closing DateCompany or its designee.

Deliveries. At the Closing, subject to the satisfaction of the conditions set forth in Section 8 or Section 9, as applicable, (a) Seller On or prior to the Closing Date (except as indicated below), the Company shall deliver, deliver or cause to be delivered, delivered to Buyereach Purchaser the following: (i) this Agreement duly executed counterparts to by the Transaction Documents to which each of Seller, Safeguard and the Landlord are partiesCompany; (ii) true a legal opinion of each of (A) Company Counsel and complete copies of (B) Special Nevada Counsel, each in a form reasonably acceptable to the duly executed Ancillary Agreements, certified by an executive officer of SellerPlacement Agent and the Purchasers; (iii) an updated Employee Compensation List, if necessary, to show changes subject to the information contained in last sentence of Section 2.1, the Employee Compensation List dated as of December 27Company shall have provided each Purchaser with the Company’s wire instructions, 2005on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an opinion of Seller’s Counsel in substantially the form expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares set forth on Exhibit Dsuch Purchaser’s signature page annexed hereto, registered in the name of such Purchaser; (v) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, an originally signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a nonnumber of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-foreign certification Funded Warrants divided by the sum of the Per Pre-Funded Warrant Purchase Price, with an exercise price equal to $0.001, subject to adjustment therein; (vi) a Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the number of Warrant Shares set forth on the signature page; (vii) on the date hereof, the duly executed Lock-Up Agreements; (viii) on the date hereof, the duly executed Warrant Amendment Agreement; (ix) the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); (x) an Officers’ Certificate, in form and substance reasonably satisfactory to Buyer) that satisfies the requirements of Treasury Regulation section 1.1445-2(b)(2); (vi) Closing Consents in such forms as are reasonably acceptable to Buyer and any other Seller Required Consent that Seller receives on or prior to the Closing; (vii) a copy of the duly executed Notice related to Drug Establishment Registrations for Totowa Property in substantially the form set forth on Exhibit C-3 that will be transmitted by Seller on the Closing Date for filing with the FDA pursuant to Section 7.4; (viii) such applications and notices (in such forms as are reasonably acceptable to Buyer) that will be filed by Seller on or, as may be reasonably practicable, following the Closing Date with respect to those Governmental Permits that are being transferred to Buyer pursuant to Section 2.1(a)(vii); (ix) administrative passwords for all Purchased Assets, as applicable; (x) copies of all Business Documents, Systems and Information, including without limitation, the SOP’s;Placement Agent; and (xi) termination statements or other evidence (in a form reasonably acceptable to Buyer) that any liens identified on Schedule 4.11 have been released; (xii) if in SellerSecretary’s possession, the LNA with respect to the Transactions from the NJDEP; and (xiii) such other instruments of conveyance and transferCertificate, in form and substance reasonably satisfactory to Buyer and its counsel, as shall be necessary and effective to transfer and assign to, and vest in, Buyer all of Seller’s right, title and interest in and to the Purchased Assets. With respect to the items contemplated by clause (x) above, Buyer acknowledges that such items are maintained at the Totowa Property and, as such, shall be deemed delivered at the ClosingPlacement Agent. (b) Buyer On or prior to the Closing Date, each Purchaser shall deliver or cause to Seller:be delivered to the Company the following) (ic) this Agreement duly executed counterparts to the Transaction Documents to which it is a partyby such Pxxxxxxxx; and (ii) such other documentsPurchaser’s Subscription Amount, instruments, certificates and agreements as may be reasonably required by Seller to consummate and give effect to the Transactions. (c) Buyer shall deliver the Purchase Price to Seller in accordance with Section 2.2. (d) Buyer shall deliver the Inventory Payment. (e) Buyer shall deliver the Milestone Payments. (f) Buyer shall deliver, if applicable, Buyer’s pro rated portion of any property tax prepaid by Seller with respect to the period up to and including the Closing Date. Each of the payments contemplated to be delivered at the Closing by Buyer which shall be made by wire transfer of immediately available funds in accordance for “Delivery Versus Payment” settlement with instructions provided by Seller to Buyer prior to the Closing DateCompany or its designee.

Deliveries. At the Closing, subject to the satisfaction of the conditions set forth in Section 8 or Section 9, as applicable, (a) Seller shall deliverOn or prior to the First Closing, the Company delivered or cause to be delivered, delivered to Buyerthe Purchaser the following: (i) This Agreement, duly executed counterparts to by the Transaction Documents to which each of Seller, Safeguard and the Landlord are partiesCompany; (ii) true and complete copies Debenture with a face amount of the duly executed Ancillary Agreements, certified by an executive officer of Seller$583,330; (iii) an updated Employee Compensation List, if necessary, to show changes to the information contained a Warrant registered in the Employee Compensation List dated as name of December 27, 2005the Purchaser to purchase up to 2,499,986 shares of the Company’s Common Stock with an exercise price equal to $0.70 subject to adjustment therein; (iv) Pledge Agreement duly executed by the Company and the Pledgor (v) Irrevocable Transfer Agent Instructions, duly executed by the Company, the Pledgor and the Company’s transfer agent; (vi) the Escrow Agreement, duly executed by the Company (b) On or prior to the First Closing, the Purchaser delivered or cause to be delivered to the Purchaser the following: (i) This Agreement, duly executed by the Purchaser; (ii) The Purchaser Price by wire transfer to the account as specified in writing by the Company; (iii) The Pledge Agreement, duly executed by the Purchaser; and (iv) The Escrow Agreement (c) On or prior to the Second Closing, the Company shall deliver or cause to be delivered to the Purchaser, the following: (i) This Agreement, duly executed by the Company; (ii) Debenture with a face amount of up to $583,330; (iii) A Warrant registered in the name of the Purchaser to purchase up to 2,499,986 shares of the Company’s Common Stock with an opinion exercise price equal to $0.70, subject to adjustment therein; (iv) the Security Agreement, duly executed by the Company and each Subsidiary, along with all of Seller’s Counsel in substantially the form set forth on Exhibit DSecurity Documents, including the Subsidiary Guarantee, duly executed by the parties thereto; (v) a non-foreign certification (in form the Pledge Agreement, duly executed by the Company and substance reasonably satisfactory to Buyer) that satisfies each Pledgor, along with the requirements of Treasury Regulation section 1.1445-2(b)(2);Pledgor’s pledged stock certificates and medallion guaranteed stock powers (vi) Closing Consents in such forms as are reasonably acceptable to Buyer and any other Seller Required Consent that Seller receives on or prior to the ClosingSubsidiary Guaranty, duly executed by the Subsidiaries of the Company; (vii) a copy of the Irrevocable Transfer Agent Instructions, duly executed Notice related to Drug Establishment Registrations for Totowa Property in substantially by the form set forth on Exhibit C-3 that will be transmitted by Seller on Company, the Closing Date for filing with Pledgors and the FDA pursuant to Section 7.4;Company’s transfer agent; and (viii) such applications and notices (in such forms as are reasonably acceptable to Buyer) that will be filed the Escrow Agreement, duly executed by Seller on or, as may be reasonably practicable, following the Closing Date with respect to those Governmental Permits that are being transferred to Buyer pursuant to Section 2.1(a)(vii); (ix) administrative passwords for all Purchased Assets, as applicable; (x) copies of all Business Documents, Systems and Information, including without limitation, the SOP’s; (xi) termination statements or other evidence (in a form reasonably acceptable to Buyer) that any liens identified on Schedule 4.11 have been released; (xii) if in Seller’s possession, the LNA with respect to the Transactions from the NJDEP; and (xiii) such other instruments of conveyance and transfer, in form reasonably satisfactory to Buyer and its counsel, as shall be necessary and effective to transfer and assign to, and vest in, Buyer all of Seller’s right, title and interest in and to the Purchased Assets. With respect to the items contemplated by clause (x) above, Buyer acknowledges that such items are maintained at the Totowa Property and, as such, shall be deemed delivered at the ClosingCompany. (bd) Buyer On or prior to the Second Closing, the Purchaser shall deliver or cause to Sellerbe delivered to the Company the following: (i) This Agreement, duly executed counterparts by the Purchaser; (ii) the Purchase Price by wire transfer to the Transaction Documents to which it is a partyaccount as specified in writing by the Company (iii) The Security Agreement, duly executed by the Purchaser; (iv) The Pledge Agreement, duly executed by the Purchaser; (v) The Subsidiary Guaranty, duly executed by the Purchaser; and (iivi) such other documents, instruments, certificates and agreements as may be reasonably required The Escrow Agreement duly executed by Seller to consummate and give effect to the Transactions. (c) Buyer shall deliver the Purchase Price to Seller in accordance with Section 2.2. (d) Buyer shall deliver the Inventory Payment.Purchaser (e) Buyer On or prior to the Third Closing, the Company shall deliver or cause to be delivered to the Milestone Payments.Purchaser the following: (i) Debenture with the face amount of $2,333,340 (ii) A Warrant registered in the name of the Purchaser to purchase up to 10,000,028 shares of the Company’s Common Stock with an exercise price equal to $0.70, subject to adjustment therein (iii) The Escrow Agreement, duly executed by the Company (f) Buyer shall deliver, if applicable, Buyer’s pro rated portion of any property tax prepaid by Seller with respect On or prior to the period up to and including Third Closing, the Closing Date. Each of the payments contemplated Purchaser shall deliver or cause to be delivered at to the Closing by Buyer shall be made Company the following: (i) the Purchase Price by wire transfer of immediately available funds in accordance with instructions provided by Seller to Buyer prior to the Closing Date.account as specified in writing by the Company; (ii) the Escrow Agreement, duly executed by the Purchaser;

Deliveries. At the Closing, subject to the satisfaction of the conditions set forth in Section 8 or Section 9, as applicable, (a) Seller On or prior to the Closing Date, the Company shall deliver, deliver or cause to be delivered, delivered to Buyereach Purchaser the following: (i) this Agreement duly executed counterparts to by the Transaction Documents to which each of Seller, Safeguard and the Landlord are partiesCompany; (ii) true a legal opinion of Company Counsel, substantially in the form of Exhibit B attached hereto, addressed to the Placement Agent and complete copies of the duly executed Ancillary Agreements, certified by an executive officer of SellerPurchasers; (iii) an updated Employee Compensation Lista legal opinion of Cxxxxxxxxxx, if necessaryO’Connor, to show changes Johnson, Kindness PLLC, or other intellectual property counsel to the information contained Company, substantially in the Employee Compensation List dated as form of December 27Exhibit C attached hereto, 2005addressed to the Placement Agent and the Purchasers; (iv) if settlement of the Shares is not occurring via DVP in accordance with the last sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an opinion expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of Seller’s Counsel in substantially the form set forth on Exhibit Dsuch Purchaser; (v) a non-foreign certification Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to fifty percent (in form and substance reasonably satisfactory 50%) of such Purchaser’s Shares, with an exercise price equal to Buyer) that satisfies $4.50, subject to adjustment therein (such Warrant certificate may be delivered within three Trading Days of the requirements of Treasury Regulation section 1.1445-2(b)(2Closing Date);; and (vi) Closing Consents in such forms as are reasonably acceptable to Buyer the Prospectus and any other Seller Required Consent that Seller receives on or prior to the Closing; Prospectus Supplement (vii) a copy of the duly executed Notice related to Drug Establishment Registrations for Totowa Property in substantially the form set forth on Exhibit C-3 that will be transmitted by Seller on the Closing Date for filing with the FDA pursuant to Section 7.4; (viii) such applications and notices (in such forms as are reasonably acceptable to Buyer) that will be filed by Seller on or, as which may be reasonably practicable, following delivered in accordance with Rule 172 under the Closing Date with respect to those Governmental Permits that are being transferred to Buyer pursuant to Section 2.1(a)(viiSecurities Act); (ix) administrative passwords for all Purchased Assets, as applicable; (x) copies of all Business Documents, Systems and Information, including without limitation, the SOP’s; (xi) termination statements or other evidence (in a form reasonably acceptable to Buyer) that any liens identified on Schedule 4.11 have been released; (xii) if in Seller’s possession, the LNA with respect to the Transactions from the NJDEP; and (xiii) such other instruments of conveyance and transfer, in form reasonably satisfactory to Buyer and its counsel, as shall be necessary and effective to transfer and assign to, and vest in, Buyer all of Seller’s right, title and interest in and to the Purchased Assets. With respect to the items contemplated by clause (x) above, Buyer acknowledges that such items are maintained at the Totowa Property and, as such, shall be deemed delivered at the Closing. (b) Buyer On or prior to the Closing Date, each Purchaser shall deliver or cause to Sellerbe delivered to the Company the following: (i) this Agreement duly executed counterparts to the Transaction Documents to which it is a partyby such Purchaser; and (ii) immediately available funds equal to such other documents, instruments, certificates and agreements as may be reasonably required by Seller to consummate and give effect to the Transactions. (c) Buyer shall deliver the Purchase Price to Seller in accordance with Section 2.2. (d) Buyer shall deliver the Inventory Payment. (e) Buyer shall deliver the Milestone Payments. (f) Buyer shall deliver, if applicable, BuyerPurchaser’s pro rated portion of any property tax prepaid by Seller with respect to the period up to and including the Closing Date. Each of the payments contemplated to be delivered at the Closing by Buyer shall be made Subscription Amount by wire transfer of immediately available funds in accordance with instructions provided by Seller to Buyer prior or a certified check to the Closing Dateaccount specified in writing by the Company or as otherwise directed by the Placement Agent for delivery to the account of the Company.

Deliveries. At the Closing, subject to the satisfaction of the conditions set forth in Section 8 or Section 9, as applicable, (a) Seller On or prior to the Closing Date, the Company shall deliver, deliver or cause to be delivereddelivered to each Purchaser and the Placement Agent the following. Other than with respect to item 2.2 (a)(v) below, these deliverables shall be reasonably acceptable to Buyereach Purchaser: (i) this Agreement duly executed counterparts to by the Transaction Documents to which each of Seller, Safeguard and the Landlord are partiesCompany; (ii) true legal opinions of (w) Company Counsel with respect to U.S. laws and complete copies securities matters (including, without limitation, a negative assurance letter or statement); and (x) Xxxxxx and Xxxxxx (Hong Kong) LLP with respect to Cayman Islands laws, in each case addressed to the Placement Agent and each of the duly executed Ancillary AgreementsPurchasers, certified by an executive officer of Sellerin a form satisfactory to Loeb, the Placement Agent and the Purchasers; (iii) an updated Employee Compensation Listcold comfort letters, if necessary, to show changes addressed to the information contained in the Employee Compensation List dated as of December 27, 2005; (iv) an opinion of Seller’s Counsel in substantially the form set forth on Exhibit D; (v) a non-foreign certification (Placement Agent in form and substance reasonably satisfactory in all material respects from each of Audit Alliance LLP and Shandong Haoxin Certified Public Accountants Co., Ltd.; (iv) a duly executed and delivered Officers’ Certificate, in customary form reasonably satisfactory to BuyerLoeb and the Placement Agent; (v) that satisfies subject to the requirements last sentence of Treasury Regulation section 1.1445-2(b)(2)Section 2.1, a copy of the irrevocable instructions to the Depositary instructing the Depositary to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (vi) Closing Consents in such forms as are reasonably acceptable to Buyer and any other Seller Required Consent that Seller receives on or prior to the Closingexecuted Lock-Up Agreements; (vii) a copy Warrant registered in the name of the duly executed Notice related such Purchaser to Drug Establishment Registrations for Totowa Property in substantially the form set forth on Exhibit C-3 that will be transmitted by Seller on the Closing Date for filing purchase up to a number of ADSs equal to 100% of such Purchaser’s Shares, with the FDA pursuant an exercise price equal to Section 7.4;US$5.00, subject to adjustment therein; and (viii) such applications the Prospectus and notices Prospectus Supplement (in such forms as are reasonably acceptable to Buyer) that will be filed by Seller on or, as which may be reasonably practicable, following delivered in accordance with Rule 172 under the Closing Date with respect to those Governmental Permits that are being transferred to Buyer pursuant to Section 2.1(a)(viiSecurities Act); (ix) administrative passwords for all Purchased Assets, as applicable; (x) copies of all Business Documents, Systems and Information, including without limitation, the SOP’s; (xi) termination statements or other evidence (in a form reasonably acceptable to Buyer) that any liens identified on Schedule 4.11 have been released; (xii) if in Seller’s possession, the LNA with respect to the Transactions from the NJDEP; and (xiii) such other instruments of conveyance and transfer, in form reasonably satisfactory to Buyer and its counsel, as shall be necessary and effective to transfer and assign to, and vest in, Buyer all of Seller’s right, title and interest in and to the Purchased Assets. With respect to the items contemplated by clause (x) above, Buyer acknowledges that such items are maintained at the Totowa Property and, as such, shall be deemed delivered at the Closing. (b) Buyer On or prior to the Closing Date, each Purchaser shall deliver or cause to Sellerbe delivered to the Company the following: (i) this Agreement duly executed counterparts to the Transaction Documents to which it is a partyby such Purchaser; and (ii) such other documentsPurchaser’s Subscription Amount, instruments, certificates and agreements as may be reasonably required by Seller to consummate and give effect to the Transactions. (c) Buyer shall deliver the Purchase Price to Seller in accordance with Section 2.2. (d) Buyer shall deliver the Inventory Payment. (e) Buyer shall deliver the Milestone Payments. (f) Buyer shall deliver, if applicable, Buyer’s pro rated portion of any property tax prepaid by Seller with respect to the period up to and including the Closing Date. Each of the payments contemplated to be delivered at the Closing by Buyer which shall be made by wire transfer of immediately available funds in accordance for “Delivery Versus Payment” settlement with instructions provided by Seller to Buyer prior to the Closing DateCompany or its designee.

Deliveries. At (a) On or prior to the ClosingClosing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in the form of Exhibit B attached hereto; (iii) a copy of the irrevocable instructions to the Company’s transfer agent instructing the transfer agent to deliver, on an expedited basis, a certificate evidencing the nearest whole number of Shares (rounded down) equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (iv) a Warrant registered in the name of such Purchaser to purchase up to the nearest whole number of shares of Common Stock (rounded down) equal to 25% of the Shares to be purchased by such Purchaser, with an exercise price equal to the Closing Price on the Closing Date, subject to adjustment therein; (v) the satisfaction Registration Rights Agreement duly executed by the Company; (vi) a certificate signed by the chief executive officer and chief financial officer of the Company, dated as of the Closing Date, to the effect that, to the knowledge of the Company and such officers, the conditions set forth in Section 8 or Section 92.3(b) have been satisfied; and (vii) a certificate signed by the Secretary of the Company, dated as of the Closing Date, as applicable,to: (i) a copy, certified by the Secretary of the Company, of the resolutions of the Board of Directors of the Company evidencing approval of the Transaction Documents and consummation of the transactions contemplated therein and other matters contemplated hereby; (ii) a copy, certified by the Secretary of the Company, of the bylaws of the Company; and (iii) a copy, certified by the Secretary of the Company and certified by the Secretary of State of Minnesota, of the Restated Articles of Incorporation, as amended, of the Company as in effect on the Closing Date. (ab) Seller On or prior to the Closing Date, each Purchaser shall deliver, deliver or cause to be delivered, delivered to Buyerthe Company the following: (i) this Agreement duly executed counterparts to the Transaction Documents to which each of Seller, Safeguard and the Landlord are partiesby such Purchaser; (ii) true and complete copies of the duly executed Ancillary Agreements, certified such Purchaser’s Subscription Amount by an executive officer of Seller;wire transfer to: Chase Manhattan Bank ABA # 021 000 021 0 Xxxxx Xxxxxxxxx Xxxxx XX XX 00000 FAO NFS (National Financial Services) AC# 000-000-000 FC: C.E.U.T Private Banking Escrow Account #2 Acct# KRT-980110 ; and (iii) an updated Employee Compensation List, if necessary, to show changes to the information contained in the Employee Compensation List dated as of December 27, 2005; (iv) an opinion of Seller’s Counsel in substantially the form set forth on Exhibit D; (v) a non-foreign certification (in form and substance reasonably satisfactory to Buyer) that satisfies the requirements of Treasury Regulation section 1.1445-2(b)(2); (vi) Closing Consents in such forms as are reasonably acceptable to Buyer and any other Seller Required Consent that Seller receives on or prior to the Closing; (vii) a copy of the Registration Rights Agreement duly executed Notice related to Drug Establishment Registrations for Totowa Property in substantially the form set forth on Exhibit C-3 that will be transmitted by Seller on the Closing Date for filing with the FDA pursuant to Section 7.4; (viii) such applications and notices (in such forms as are reasonably acceptable to Buyer) that will be filed by Seller on or, as may be reasonably practicable, following the Closing Date with respect to those Governmental Permits that are being transferred to Buyer pursuant to Section 2.1(a)(vii); (ix) administrative passwords for all Purchased Assets, as applicable; (x) copies of all Business Documents, Systems and Information, including without limitation, the SOP’s; (xi) termination statements or other evidence (in a form reasonably acceptable to Buyer) that any liens identified on Schedule 4.11 have been released; (xii) if in Seller’s possession, the LNA with respect to the Transactions from the NJDEP; and (xiii) such other instruments of conveyance and transfer, in form reasonably satisfactory to Buyer and its counsel, as shall be necessary and effective to transfer and assign to, and vest in, Buyer all of Seller’s right, title and interest in and to the Purchased Assets. With respect to the items contemplated by clause (x) above, Buyer acknowledges that such items are maintained at the Totowa Property and, as such, shall be deemed delivered at the ClosingPurchaser. (b) Buyer shall deliver to Seller: (i) duly executed counterparts to the Transaction Documents to which it is a party; and (ii) such other documents, instruments, certificates and agreements as may be reasonably required by Seller to consummate and give effect to the Transactions. (c) Buyer shall deliver the Purchase Price to Seller in accordance with Section 2.2. (d) Buyer shall deliver the Inventory Payment. (e) Buyer shall deliver the Milestone Payments. (f) Buyer shall deliver, if applicable, Buyer’s pro rated portion of any property tax prepaid by Seller with respect to the period up to and including the Closing Date. Each of the payments contemplated to be delivered at the Closing by Buyer shall be made by wire transfer of immediately available funds in accordance with instructions provided by Seller to Buyer prior to the Closing Date.

Deliveries. At the Closing, subject to the satisfaction of the conditions set forth in Section 8 or Section 9, as applicable, (a) Seller On or prior to the Closing Date, the Company shall deliver, deliver or cause to be delivered, delivered to Buyereach Purchaser the following: (i) this Agreement duly executed counterparts to by the Transaction Documents to which each of Seller, Safeguard and the Landlord are partiesCompany; (ii) true and complete copies a legal opinion of Company Counsel, substantially in the duly executed Ancillary Agreements, certified by an executive officer form of SellerExhibit D attached hereto; (iii) an updated Employee Compensation Lista Debenture with a principal amount equal to such Purchaser’s Subscription Amount, if necessary, to show changes to the information contained registered in the Employee Compensation List dated as name of December 27, 2005such Purchaser; (iv) a Series A Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the quotient of such Purchaser’s Subscription Amount divided by $3.00, with an opinion of Seller’s Counsel in substantially the form set forth on Exhibit Dexercise price equal to $3.00, subject to adjustment therein; (v) a non-foreign certification (Series B Warrant registered in form and substance reasonably satisfactory the name of such Purchaser to Buyer) that satisfies purchase up to a number of shares of Common Stock equal to the requirements quotient of Treasury Regulation section 1.1445-2(b)(2)such Purchaser’s Subscription Amount divided by $3.00, with an exercise price equal to $6.00, subject to adjustment therein; (vi) Closing Consents in such forms as are reasonably acceptable to Buyer the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and any other Seller Required Consent that Seller receives on executed by the Chief Executive Officer or prior to the ClosingChief Financial Officer; (vii) a copy of the Registration Rights Agreement duly executed Notice related to Drug Establishment Registrations for Totowa Property in substantially by the form set forth on Exhibit C-3 that will be transmitted by Seller on the Closing Date for filing with the FDA pursuant to Section 7.4;Company; and (viii) such applications and notices (in such forms as any Security Documents reasonably required by the Purchasers including, if there are reasonably acceptable to Buyer) any Purchasers that will be filed by Seller on ordo not hold Existing Debentures, as may be reasonably practicable, following the Closing Date with respect to those Governmental Permits that are being transferred to Buyer pursuant to Section 2.1(a)(vii); (ix) administrative passwords for all Purchased Assets, as applicable; (x) copies of all Business Documents, Systems and Information, including without limitation, the SOP’s; (xi) termination statements or other evidence (in a form reasonably acceptable to Buyer) that any liens identified on Schedule 4.11 have been released; (xii) if in Seller’s possession, the LNA with respect consent to the Transactions from the NJDEP; and (xiii) novation of such other instruments of conveyance and transfer, in form reasonably satisfactory to Buyer and its counsel, as shall be necessary and effective to transfer and assign to, and vest in, Buyer all of Seller’s right, title and interest in and Purchasers to the Purchased Assets. With respect to the items contemplated by clause (x) above, Buyer acknowledges that such items are maintained at the Totowa Property and, as such, shall be deemed delivered at the ClosingSecurity Agreement. (b) Buyer On or prior to the Closing Date, each Purchaser shall deliver or cause to Sellerbe delivered to the Company or the Escrow Agent, as applicable, the following: (i) this Agreement duly executed counterparts to the Transaction Documents to which it is a partyby such Purchaser; and (ii) such other documents, instruments, certificates and agreements as may be reasonably required by Seller to consummate and give effect to the Transactions. (c) Buyer shall deliver the Purchase Price to Seller in accordance with Section 2.2. (d) Buyer shall deliver the Inventory Payment. (e) Buyer shall deliver the Milestone Payments. (f) Buyer shall deliverEscrow Agent, if applicable, Buyersuch Purchaser’s pro rated portion of any property tax prepaid by Seller with respect to the period up to and including the Closing Date. Each of the payments contemplated to be delivered at the Closing by Buyer shall be made Subscription Amount by wire transfer of immediately available funds in accordance with instructions provided by Seller to Buyer prior to the Closing Dateaccount specified in the Escrow Agreement.

Deliveries. At the Closing, subject to the satisfaction of the conditions set forth in Section 8 or Section 9, as applicable, (a) Seller On or prior to the Closing Date, the Company shall deliver, deliver or cause to be delivered, delivered to Buyereach Purchaser the following: (i) this Agreement duly executed counterparts to by the Transaction Documents to which each of Seller, Safeguard and the Landlord are partiesCompany; (ii) true and complete copies a legal opinion of Company Counsel, substantially in the duly executed Ancillary Agreements, certified by an executive officer form of SellerExhibit D attached hereto; (iii) an updated Employee Compensation List, if necessary, to show changes a copy of the irrevocable instructions to the information contained Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to 60% of such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the Employee Compensation List dated as name of December 27, 2005such Purchaser; (iv) an opinion a certificate evidencing a number of Sellershares of Series D-1 Preferred Stock equal to 21.2% of such Purchaser’s Counsel Subscription Amount divided by the Stated Value, registered in substantially the form set forth on Exhibit Dname of such Purchaser and evidence of the filing and acceptance of the Series D-1 Certificate of Designation from the Secretary of State of Delaware; (v) a non-foreign certification (certificate evidencing a number of shares of Series D-2 Preferred Stock equal to 18.8% of such Purchaser’s Subscription Amount divided by the Stated Value, registered in form the name of such Purchaser and substance reasonably satisfactory to Buyer) that satisfies evidence of the requirements filing and acceptance of Treasury Regulation section 1.1445-2(b)(2)the Series D-2 Certificate of Designation from the Secretary of State of Delaware; (vi) Closing Consents a Warrant registered in the name of such forms as are reasonably acceptable Purchaser to Buyer and any other Seller Required Consent that Seller receives on or prior purchase up to the Closinga number of shares of Common Stock equal to 100% of such Purchaser’s Subscription Amount divided by $1.00, with an exercise price equal to $1.31, subject to adjustment therein; (vii) a copy of the duly executed Notice related to Drug Establishment Registrations for Totowa Property in substantially the form set forth on Exhibit C-3 that will be transmitted by Seller on the Closing Date for filing with the FDA pursuant to Section 7.4Voting Agreements; (viii) such applications and notices (in such forms as are reasonably acceptable to Buyer) that will be filed the Registration Rights Agreement duly executed by Seller on or, as may be reasonably practicable, following the Closing Date with respect to those Governmental Permits that are being transferred to Buyer pursuant to Section 2.1(a)(vii);Company; and (ix) administrative passwords for all Purchased Assets, as applicable; the Prospectus and Prospectus Supplement (x) copies of all Business Documents, Systems and Information, including without limitation, which may be delivered in accordance with Rule 172 under the SOP’s; (xi) termination statements or other evidence (in a form reasonably acceptable to Buyer) that any liens identified on Schedule 4.11 have been released; (xii) if in Seller’s possession, the LNA with respect to the Transactions from the NJDEP; and (xiii) such other instruments of conveyance and transfer, in form reasonably satisfactory to Buyer and its counsel, as shall be necessary and effective to transfer and assign to, and vest in, Buyer all of Seller’s right, title and interest in and to the Purchased Assets. With respect to the items contemplated by clause (x) above, Buyer acknowledges that such items are maintained at the Totowa Property and, as such, shall be deemed delivered at the ClosingSecurities Act). (b) Buyer On or prior to the Closing Date, each Purchaser shall deliver or cause to Sellerbe delivered to the Company the following: (i) this Agreement duly executed counterparts to by such Purchaser; (ii) the Transaction Documents to which it is a partyRegistration Rights Agreement duly executed by such Purchaser; and (iiiii) such other documents, instruments, certificates and agreements as may be reasonably required by Seller to consummate and give effect to the Transactions. (c) Buyer shall deliver the Purchase Price to Seller in accordance with Section 2.2. (d) Buyer shall deliver the Inventory Payment. (e) Buyer shall deliver the Milestone Payments. (f) Buyer shall deliver, if applicable, BuyerPurchaser’s pro rated portion of any property tax prepaid by Seller with respect to the period up to and including the Closing Date. Each of the payments contemplated to be delivered at the Closing by Buyer shall be made Subscription Amount by wire transfer of immediately available funds in accordance with instructions provided by Seller to Buyer prior to the Closing Dateaccount specified in writing by the Company.

Deliveries. At the Closing, subject to the satisfaction of the conditions set forth in Section 8 or Section 9, as applicable, (a) Seller On or prior to each Closing Date, the Company shall deliver, deliver or cause to be delivered, delivered to Buyereach applicable Purchaser the following: (i) this Agreement duly executed counterparts to by the Transaction Documents to which each of Seller, Safeguard and the Landlord are partiesCompany; (ii) true and complete copies a legal opinion of Company Counsel, substantially in the duly executed Ancillary Agreements, certified by an executive officer form of SellerExhibit D attached hereto; (iii) an updated Employee Compensation Lista certificate or certificates, if necessaryregistered in such name or names as the Purchaser may designate, to show changes to representing the information contained in Shares purchased by the Employee Compensation List dated as of December 27, 2005Purchaser; (iv) an opinion if applicable to a Purchaser, a Series C Warrant registered in the name of Seller’s Counsel in substantially such Purchaser to purchase the form number of Series C Warrant Shares as set forth on Exhibit DA attached hereto; (v) a non-foreign certification (Series D Warrant registered in form and substance reasonably satisfactory the name of such Purchaser to Buyer) that satisfies purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s Subscription Amount divided by the requirements of Treasury Regulation section 1.1445-2(b)(2)Purchase Price; (vi) Closing Consents a Series E Warrant registered in the name of such forms as are reasonably acceptable Purchaser to Buyer and any other Seller Required Consent that Seller receives on or prior purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s Subscription Amount divided by the ClosingPurchase Price; (vii) a copy of the Registration Rights Agreement duly executed Notice related to Drug Establishment Registrations for Totowa Property in substantially by the form set forth on Exhibit C-3 that will be transmitted by Seller on the Closing Date for filing with the FDA pursuant to Section 7.4Company; (viii) such applications a certificate of the Secretary of the Company, dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this Agreement and notices the other Transaction Documents and the issuance of the Securities, (in such forms as are reasonably acceptable to Buyerb) that will be filed by Seller on orcertifying the current versions of the certificate of incorporation, as may be reasonably practicable, following amended and by-laws of the Closing Date with respect Company and (c) certifying as to those Governmental Permits that are being transferred to Buyer pursuant to Section 2.1(a)(vii);the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; and (ix) administrative passwords for all Purchased Assetsa certificate of the Chief Executive Officer or Chief Financial Officer of the Company, dated as applicable; (x) copies of all Business Documentsthe Closing Date, Systems and Information, including without limitation, the SOP’s; (xi) termination statements or other evidence (in a form reasonably acceptable to Buyer) that any liens identified on Schedule 4.11 have been released; (xii) if in Seller’s possession, the LNA with respect certifying to the Transactions from fulfillment of the NJDEP; and conditions specified in Sections 2.4(b)(i), (xiiiii), (iv), (v) such other instruments of conveyance and transfer, in form reasonably satisfactory to Buyer and its counsel, as shall be necessary and effective to transfer and assign to, and vest in, Buyer all of Seller’s right, title and interest in and to the Purchased Assets. With respect to the items contemplated by clause (x) above, Buyer acknowledges that such items are maintained at the Totowa Property and, as such, shall be deemed delivered at the Closingviii). (b) Buyer On or prior to each Closing Date, each applicable Purchaser shall deliver or cause to Sellerbe delivered to the Company, the following: (i) this Agreement duly executed counterparts to the Transaction Documents to which it is a party; andby such Purchaser; (ii) such other documents, instruments, certificates and agreements as may be reasonably required by Seller to consummate and give effect to the Transactions. (c) Buyer shall deliver the Purchase Price to Seller in accordance with Section 2.2. (d) Buyer shall deliver the Inventory Payment. (e) Buyer shall deliver the Milestone Payments. (f) Buyer shall deliver, if applicable, BuyerPurchaser’s pro rated portion of any property tax prepaid by Seller with respect to the period up to and including the Closing Date. Each of the payments contemplated to be delivered at the Closing by Buyer shall be made Subscription Amount by wire transfer of immediately available funds in accordance with instructions provided by Seller to Buyer prior to the Closing Dateaccount specified in writing by the Company; (iii) a Purchaser Questionnaire completed and duly executed by such Purchaser; and (iv) the Registration Rights Agreement duly executed by such Purchaser.

Deliveries. At the Closing, subject to the satisfaction of the conditions set forth in Section 8 or Section 9, as applicable, (a) Seller On or prior to the Closing Date (except as indicated below), the Company shall deliver, deliver or cause to be delivered, delivered to Buyereach Purchaser the following: (i) this Agreement duly executed counterparts to by the Transaction Documents to which each of Seller, Safeguard and the Landlord are partiesCompany; (ii) true and complete copies a legal opinion of Company Counsel, substantially in the duly executed Ancillary Agreements, certified by an executive officer form of SellerExhibit B attached hereto; (iii) an updated Employee Compensation List, if necessary, to show changes subject to the information contained in third to last sentence of Section 2.1, the Employee Compensation List dated as of December 27Company shall have provided each Purchaser with the Company’s wire instructions, 2005on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the third to last sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an opinion expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of Seller’s Counsel in substantially the form set forth on Exhibit Dsuch Purchaser; (v) a nonCommon Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s Shares and/or Pre-foreign certification (in form and substance reasonably satisfactory Funded Warrants, with an exercise price equal to Buyer) that satisfies the requirements of Treasury Regulation section 1.1445-2(b)(2)$3.75, subject to adjustment therein; (vi) Closing Consents for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such forms as are reasonably acceptable Purchaser to Buyer and any other Seller Required Consent that Seller receives on or prior purchase up to a number of shares of Common Stock equal to the Closingportion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrant divided by the Per Share Purchase Price minus $0.0001, with an exercise price equal to $0.0001, subject to adjustment therein; (vii) a copy of on the date hereof, the duly executed Notice related to Drug Establishment Registrations for Totowa Property in substantially the form set forth on Exhibit C-3 that will be transmitted by Seller on the Closing Date for filing with the FDA pursuant to Section 7.4;Lock-Up Agreements; and (viii) such applications the Prospectus and notices Prospectus Supplement (in such forms as are reasonably acceptable to Buyer) that will be filed by Seller on or, as which may be reasonably practicable, following delivered in accordance with Rule 172 under the Closing Date with respect to those Governmental Permits that are being transferred to Buyer pursuant to Section 2.1(a)(viiSecurities Act); (ix) administrative passwords for all Purchased Assets, as applicable; (x) copies of all Business Documents, Systems and Information, including without limitation, the SOP’s; (xi) termination statements or other evidence (in a form reasonably acceptable to Buyer) that any liens identified on Schedule 4.11 have been released; (xii) if in Seller’s possession, the LNA with respect to the Transactions from the NJDEP; and (xiii) such other instruments of conveyance and transfer, in form reasonably satisfactory to Buyer and its counsel, as shall be necessary and effective to transfer and assign to, and vest in, Buyer all of Seller’s right, title and interest in and to the Purchased Assets. With respect to the items contemplated by clause (x) above, Buyer acknowledges that such items are maintained at the Totowa Property and, as such, shall be deemed delivered at the Closing. (b) Buyer On or prior to the Closing Date, each Purchaser shall deliver or cause to Sellerbe delivered to the Company, the following: (i) this Agreement duly executed counterparts to the Transaction Documents to which it is a partyby such Purchaser; and (ii) such other documentsPurchaser’s Subscription Amount, instruments, certificates and agreements as may be reasonably required by Seller to consummate and give effect to the Transactions. (c) Buyer shall deliver the Purchase Price to Seller in accordance with Section 2.2. (d) Buyer shall deliver the Inventory Payment. (e) Buyer shall deliver the Milestone Payments. (f) Buyer shall deliver, if applicable, Buyer’s pro rated portion of any property tax prepaid by Seller with respect to the period up to and including the Closing Date. Each of the payments contemplated to be delivered at the Closing by Buyer which shall be made by wire transfer of immediately available funds in accordance for “Delivery Versus Payment” settlement with instructions provided by Seller to Buyer prior to the Closing DateCompany or its designee.

Deliveries. At the Closing, subject to the satisfaction of the conditions set forth in Section 8 or Section 9, as applicable, (a) Seller On or prior to the trading date of Closing (the “Closing Date”), the Company shall deliver, deliver or cause to be delivered, delivered to Buyerthe Purchaser the following: (i) this Agreement duly executed counterparts to by the Transaction Documents to which each of Seller, Safeguard and the Landlord are partiesCompany; (ii) true the Sold Shares, free and complete copies clear of the duly executed Ancillary Agreements, certified by an executive officer of Sellerall Liens; (iii) a copy of the irrevocable instructions to Continental Stock Transfer & Trust Co., the current transfer agent of the Company, and any successor transfer agent of the Company (the “Transfer Agent”) instructing the Transfer Agent to deliver, on an updated Employee Compensation Listexpedited basis, if necessary, to show changes a certificate evidencing a number of Shares (the “Subscribed Shares”) equal to the information contained Purchaser’s Subscription Amount divided by US$2.20 (the “Purchase Price Per Share”), registered in the Employee Compensation List dated name of the Purchaser, or, at the election of the Purchaser, evidence of the issuance of the Purchaser’s portion of the Shares hereunder as held in book entry form on the books of December 27The Depository Trust Company or as held in DRS book-entry form by the Transfer Agent and registered in the name of the Purchaser, 2005in each case, which evidence shall be reasonably satisfactory to the Purchaser (the number of the Purchaser’s Subscribed Shares shall be as set forth on Annex A); (iv) a Warrant registered in the name of the Purchaser to purchase up to the same amount of Subscribed Shares, with an opinion exercise price equal to $5.00 per share of SellerCommon Stock, duly executed by the Company, subject to adjustment in accordance with the terms therein (the number of each Purchaser’s Counsel in substantially the form Warrants shall be as set forth on Exhibit DAnnex A); (v) a non-foreign certification (in form and substance reasonably satisfactory counterpart to Buyer) that satisfies the requirements of Treasury Regulation section 1.1445-2(b)(2)Registration Rights Agreement, duly executed by the Company; (vi) Closing Consents in such forms as are reasonably acceptable counterpart to Buyer and any other Seller Required Consent that Seller receives on or prior to the Closing; (vii) a copy of the director indemnification agreement, duly executed Notice related to Drug Establishment Registrations for Totowa Property in substantially by the form set forth on Exhibit C-3 that will be transmitted by Seller on the Closing Date for filing with the FDA pursuant to Section 7.4; (viii) such applications and notices (in such forms as are reasonably acceptable to Buyer) that will be filed by Seller on orCompany, as may be reasonably practicable, following the Closing Date with respect to those Governmental Permits that are being transferred to Buyer pursuant to Section 2.1(a)(vii); (ix) administrative passwords for all Purchased Assets, as applicable; (x) copies of all Business Documents, Systems and Information, including without limitation, the SOP’s; (xi) termination statements or other evidence (in a form reasonably acceptable to Buyer) that any liens identified on Schedule 4.11 have been releasedthe Purchaser (the “Director Indemnification Agreement”; (xiivii) if in Sellerwire instructions for payment of the Purchaser’s possession, the LNA with respect to the Transactions from the NJDEPSubscription Amount; and (xiiiviii) such other instruments of conveyance and transfer, in form reasonably satisfactory to Buyer and its counsel, as shall be necessary and effective to transfer and assign to, and vest in, Buyer all of Seller’s right, title and interest in and to the Purchased Assets. With respect to the items certificate contemplated by clause (x) above, Buyer acknowledges that such items are maintained at the Totowa Property and, as such, shall be deemed delivered at the ClosingSection 1.4(b)(v). (b) Buyer On or prior to the Closing Date, the Purchaser shall deliver or cause to Sellerbe delivered to the Company, as applicable, the following: (i) this Agreement duly executed counterparts by the Purchaser; (ii) counterpart to the Transaction Documents Registration Rights Agreement, duly executed by the Purchaser; (iii) a counterpart to which it is a partythe Director Indemnification Agreement, duly executed by the KCP Director; (iv) the Purchaser’s Subscription Amount by wire transfer to the account of the Company specified in writing by the Company; and (iiv) such other documents, instruments, certificates and agreements as may be reasonably required the certificate contemplated by Seller to consummate and give effect to the TransactionsSection 1.4(a)(iv). (c) Buyer shall deliver the Purchase Price to Seller in accordance with Section 2.2. (d) Buyer shall deliver the Inventory Payment. (e) Buyer shall deliver the Milestone Payments. (f) Buyer shall deliver, if applicable, Buyer’s pro rated portion of any property tax prepaid by Seller with respect to the period up to and including the Closing Date. Each of the payments contemplated to be delivered at the Closing by Buyer shall be made by wire transfer of immediately available funds in accordance with instructions provided by Seller to Buyer prior to the Closing Date.

Deliveries. At the Closing, subject to the satisfaction of the conditions set forth in Section 8 or Section 9, as applicable, (a) Seller On or prior to the Closing Date, the Company shall deliver, deliver or cause to be delivered, delivered to Buyereach Purchaser the following: (i) this Agreement duly executed counterparts to by the Transaction Documents to which each of Seller, Safeguard and the Landlord are partiesCompany; (ii) true and complete copies a legal opinion of Company Counsel, in a form reasonably acceptable to the duly executed Ancillary Agreements, certified by an executive officer of SellerPlacement Agent; (iii) an updated Employee Compensation List, if necessary, to show changes subject to the information contained in last sentence of Section 2.1, the Employee Compensation List dated as of December 27Company shall have provided each Purchaser with the Company’s wire instructions, 2005on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an opinion expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of Seller’s Counsel in substantially the form set forth on Exhibit Dsuch Purchaser; (v) a non-foreign certification Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to fifty percent (in form and substance reasonably satisfactory 50%) of the aggregate of such Purchaser’s Shares, with an exercise price equal to Buyer) that satisfies the requirements of Treasury Regulation section 1.1445-2(b)(2)$3.25, subject to adjustment therein; (vi) Closing Consents a lock-up agreement in such forms as are reasonably acceptable to Buyer the form of Exhibit B attached hereto executed and any other Seller Required Consent that Seller receives on or prior to delivered by each officer and director of the ClosingCompany (the “Lock-Up Agreements”); (vii) a copy of Officer’s Certificate, in form and substance satisfactory to the duly executed Notice related to Drug Establishment Registrations for Totowa Property in substantially the form set forth on Exhibit C-3 that will be transmitted by Seller on the Closing Date for filing with the FDA pursuant to Section 7.4Purchasers; (viii) such applications Secretary’s Certificate, in form and notices (in such forms as are reasonably acceptable substance satisfactory to Buyer) that will be filed by Seller on or, as may be reasonably practicable, following the Closing Date with respect to those Governmental Permits that are being transferred to Buyer pursuant to Section 2.1(a)(vii);Purchasers; and (ix) administrative passwords for all Purchased Assets, as applicable; the Prospectus and Prospectus Supplement (x) copies of all Business Documents, Systems and Information, including without limitation, which may be delivered in accordance with Rule 172 under the SOP’s; (xi) termination statements or other evidence (in a form reasonably acceptable to Buyer) that any liens identified on Schedule 4.11 have been released; (xii) if in Seller’s possession, the LNA with respect to the Transactions from the NJDEP; and (xiii) such other instruments of conveyance and transfer, in form reasonably satisfactory to Buyer and its counsel, as shall be necessary and effective to transfer and assign to, and vest in, Buyer all of Seller’s right, title and interest in and to the Purchased Assets. With respect to the items contemplated by clause (x) above, Buyer acknowledges that such items are maintained at the Totowa Property and, as such, shall be deemed delivered at the ClosingSecurities Act). (b) Buyer On or prior to the Closing Date, each Purchaser shall deliver or cause to Sellerbe delivered to the Company, the following: (i) this Agreement duly executed counterparts to the Transaction Documents to which it is a partyby such Purchaser; and (ii) such other documentsPurchaser’s Subscription Amount, instruments, certificates and agreements as may be reasonably required by Seller to consummate and give effect to the Transactions. (c) Buyer shall deliver the Purchase Price to Seller in accordance with Section 2.2. (d) Buyer shall deliver the Inventory Payment. (e) Buyer shall deliver the Milestone Payments. (f) Buyer shall deliver, if applicable, Buyer’s pro rated portion of any property tax prepaid by Seller with respect to the period up to and including the Closing Date. Each of the payments contemplated to be delivered at the Closing by Buyer which shall be made by wire transfer of immediately available funds in accordance for “Delivery Versus Payment” settlement with instructions provided by Seller to Buyer prior to the Closing DateCompany or its designee.

Deliveries. At the Closing, subject to the satisfaction of the conditions set forth in Section 8 or Section 9, as applicable, (a) Seller On or prior to the Closing Date, the Company shall deliver, deliver or cause to be delivered, delivered to Buyereach Purchaser the following: (i) this Agreement duly executed counterparts to by the Transaction Documents to which each of Seller, Safeguard and the Landlord are partiesCompany; (ii) true a legal opinion of Company Counsel in a form reasonably acceptable to each Purchaser and complete copies of the duly executed Ancillary Agreements, certified by an executive officer of SellerPlacement Agent; (iii) an updated Employee Compensation Listthe Company shall have provided each Purchaser with the Company’s wire instructions, if necessary, to show changes to on Company letterhead and executed by the information contained in the Employee Compensation List dated as of December 27, 2005Company’s Chief Executive Officer or Chief Financial Officer; (iv) an opinion the Company shall have provided each Purchaser and the Placement Agent with a certificate executed by the Chief Financial Officer of Seller’s Counsel the Company, dated as of such date, in substantially form and substance satisfactory to each Purchaser and the form set forth on Exhibit DPlacement Agent; (v) a non-foreign certification (copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, rounded down to the nearest whole share, registered in form and substance reasonably satisfactory to Buyer) that satisfies the requirements name of Treasury Regulation section 1.1445-2(b)(2)such Purchaser; (vi) Closing Consents in such forms as are reasonably acceptable to Buyer and any other Seller Required Consent that Seller receives on or prior to the Closingduly executed Lock-Up Agreements; (vii) a copy Warrant registered in the name of the duly executed Notice related such Purchaser to Drug Establishment Registrations for Totowa Property in substantially the form set forth on Exhibit C-3 that will be transmitted by Seller on the Closing Date for filing purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s Shares, with the FDA pursuant an exercise price equal to Section 7.4;$0.75 per share, subject to adjustment therein; and (viii) such applications the Prospectus and notices the Prospectus Supplement (in such forms as are reasonably acceptable to Buyer) that will be filed by Seller on or, as which may be reasonably practicable, following delivered in accordance with Rule 172 under the Closing Date with respect to those Governmental Permits that are being transferred to Buyer pursuant to Section 2.1(a)(viiSecurities Act); (ix) administrative passwords for all Purchased Assets, as applicable; (x) copies of all Business Documents, Systems and Information, including without limitation, the SOP’s; (xi) termination statements or other evidence (in a form reasonably acceptable to Buyer) that any liens identified on Schedule 4.11 have been released; (xii) if in Seller’s possession, the LNA with respect to the Transactions from the NJDEP; and (xiii) such other instruments of conveyance and transfer, in form reasonably satisfactory to Buyer and its counsel, as shall be necessary and effective to transfer and assign to, and vest in, Buyer all of Seller’s right, title and interest in and to the Purchased Assets. With respect to the items contemplated by clause (x) above, Buyer acknowledges that such items are maintained at the Totowa Property and, as such, shall be deemed delivered at the Closing. (b) Buyer On or prior to the Closing Date, each Purchaser shall deliver or cause to Sellerbe delivered to the Company the following: (i) this Agreement duly executed counterparts to the Transaction Documents to which it is a partyby such Xxxxxxxxx; and (ii) such other documentsPurchaser’s Subscription Amount, instruments, certificates and agreements as may be reasonably required by Seller to consummate and give effect to the Transactions. (c) Buyer shall deliver the Purchase Price to Seller in accordance with Section 2.2. (d) Buyer shall deliver the Inventory Payment. (e) Buyer shall deliver the Milestone Payments. (f) Buyer shall deliver, if applicable, Buyer’s pro rated portion of any property tax prepaid by Seller with respect to the period up to and including the Closing Date. Each of the payments contemplated to be delivered at the Closing by Buyer which shall be made by wire transfer of immediately available funds in accordance for “Delivery Versus Payment” settlement with instructions provided by Seller to Buyer prior to the Closing DateCompany or its designee.

Deliveries. At the Closing, subject to the satisfaction of the conditions set forth in Section 8 or Section 9, as applicable, (a) Seller On or prior to the Closing Date, the Company shall deliver, deliver or cause to be delivered, delivered to Buyereach Purchaser the following: (i) this Agreement duly executed counterparts to by the Transaction Documents to which each of Seller, Safeguard and the Landlord are partiesCompany; (ii) true a legal opinion of Company Counsel, directed to the Placement Agent and complete copies of the duly executed Ancillary AgreementsPurchasers, certified by an executive officer of Sellerin form and substance reasonably acceptable to the Placement Agent and Purchasers; (iii) an updated Employee Compensation Listsubject to Section 2.1, if necessarythe Company shall have provided each Purchaser with the Company’s wire instructions, to show changes to on Company letterhead and executed by the information contained in the Employee Compensation List dated as of December 27, 2005Chief Executive Officer or Chief Financial Officer; (iv) subject to Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an opinion expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of Sellershares of Common Stock issuable upon exercise of such Purchaser’s Counsel Pre-Funded Warrant, if applicable), registered in substantially the form set forth on Exhibit Dname of such Purchaser; (v) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a nonPre-foreign certification (Funded Warrant registered in form and substance reasonably satisfactory the name of such Purchaser to Buyer) that satisfies purchase up to a number of shares of Common Stock equal to the requirements portion of Treasury Regulation section 1.1445such Purchaser’s Subscription Amount applicable to Pre-2(b)(2);Funded Warrant divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001, subject to adjustment therein; and (vi) Closing Consents in such forms as are reasonably acceptable to Buyer the Prospectus and any other Seller Required Consent that Seller receives on or prior to the Closing; Prospectus Supplement (vii) a copy of the duly executed Notice related to Drug Establishment Registrations for Totowa Property in substantially the form set forth on Exhibit C-3 that will be transmitted by Seller on the Closing Date for filing with the FDA pursuant to Section 7.4; (viii) such applications and notices (in such forms as are reasonably acceptable to Buyer) that will be filed by Seller on or, as which may be reasonably practicable, following delivered in accordance with Rule 172 under the Closing Date with respect to those Governmental Permits that are being transferred to Buyer pursuant to Section 2.1(a)(viiSecurities Act); (ix) administrative passwords for all Purchased Assets, as applicable; (x) copies of all Business Documents, Systems and Information, including without limitation, the SOP’s; (xi) termination statements or other evidence (in a form reasonably acceptable to Buyer) that any liens identified on Schedule 4.11 have been released; (xii) if in Seller’s possession, the LNA with respect to the Transactions from the NJDEP; and (xiii) such other instruments of conveyance and transfer, in form reasonably satisfactory to Buyer and its counsel, as shall be necessary and effective to transfer and assign to, and vest in, Buyer all of Seller’s right, title and interest in and to the Purchased Assets. With respect to the items contemplated by clause (x) above, Buyer acknowledges that such items are maintained at the Totowa Property and, as such, shall be deemed delivered at the Closing. (b) Buyer On or prior to the Closing Date, each Purchaser shall deliver or cause to Sellerbe delivered to the Company the following: (i) this Agreement duly executed counterparts to the Transaction Documents to which it is a partyby such Pxxxxxxxx; and (ii) such other documentsPurchaser’s Subscription Amount, instruments, certificates and agreements as may be reasonably required by Seller to consummate and give effect to the Transactions. (c) Buyer shall deliver the Purchase Price to Seller in accordance with Section 2.2. (d) Buyer shall deliver the Inventory Payment. (e) Buyer shall deliver the Milestone Payments. (f) Buyer shall deliver, if applicable, Buyer’s pro rated portion of any property tax prepaid by Seller with respect to the period up to and including the Closing Date. Each of the payments contemplated to be delivered at the Closing by Buyer which shall be made by wire transfer of immediately available funds in accordance for “Delivery Versus Payment” settlement with instructions provided by Seller to Buyer prior to the Closing DateCompany or its designee.

Deliveries. At the Closing, subject to the satisfaction of the conditions set forth in Section 8 or Section 9, as applicable, (a) Seller On or prior to the Closing Date, the Company shall deliver, deliver or cause to be delivered, delivered to Buyereach Purchaser the following: (i) this Agreement duly executed counterparts to by the Transaction Documents to which each of Seller, Safeguard and the Landlord are partiesCompany; (ii) true and complete copies a legal opinion of Company Counsel, substantially in the duly executed Ancillary Agreements, certified by an executive officer form of SellerExhibit D attached hereto; (iii) an updated Employee Compensation List, if necessary, to show changes to the information contained Common Shares evidenced either by a certificate or in the Employee Compensation List dated as of December 27, 2005electronic form; (iv) an opinion a certificate evidencing a number of Seller’s Counsel in substantially the form shares of Series A-3 Preferred Stock set forth on Exhibit Dthe signature page hereto, registered in the name of such Purchaser and evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (v) a non-foreign certification (certificate evidencing a number of shares of Series A-4 Preferred Stock set forth on the signature page hereto, registered in form the name of such Purchaser and substance reasonably satisfactory to Buyer) that satisfies evidence of the requirements filing and acceptance of Treasury Regulation section 1.1445-2(b)(2)the Certificate of Designation from the Secretary of State of Delaware; (vi) a Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the sum of (i) such Purchaser’s Conversion Shares and (ii) the Common Shares, with an exercise price equal to $2.04 per share, subject to adjustment therein (such Warrant certificate may be delivered within three Trading Days of the Closing Consents in such forms as are reasonably acceptable to Buyer and any other Seller Required Consent that Seller receives on or prior to the Closing;Date); and (vii) a copy of the Registration Rights Agreement duly executed Notice related to Drug Establishment Registrations for Totowa Property in substantially by the form set forth on Exhibit C-3 that will be transmitted by Seller on the Closing Date for filing with the FDA pursuant to Section 7.4Company; (viii) such applications the Prospectus and notices Prospectus Supplement (in such forms as are reasonably acceptable to Buyer) that will be filed by Seller on or, as which may be reasonably practicable, following delivered in accordance with Rule 172 under the Closing Date with respect to those Governmental Permits that are being transferred to Buyer pursuant to Section 2.1(a)(viiSecurities Act); (ix) administrative passwords for all Purchased Assets, as applicable; (x) copies of all Business Documents, Systems and Information, including without limitation, the SOP’s; (xi) termination statements or other evidence (in a form reasonably acceptable to Buyer) that any liens identified on Schedule 4.11 have been released; (xii) if in Seller’s possession, the LNA with respect to the Transactions from the NJDEP; and (xiii) such other instruments of conveyance and transfer, in form reasonably satisfactory to Buyer and its counsel, as shall be necessary and effective to transfer and assign to, and vest in, Buyer all of Seller’s right, title and interest in and to the Purchased Assets. With respect to the items contemplated by clause (x) above, Buyer acknowledges that such items are maintained at the Totowa Property and, as such, shall be deemed delivered at the Closing. (b) Buyer On or prior to the Closing Date, each Purchaser shall deliver or cause to Sellerbe delivered to the Company or the Escrow Agent, as applicable, the following: (i) this Agreement duly executed counterparts to by such Purchaser; (ii) the Transaction Documents to which it is a partyRegistration Rights Agreement duly executed by such Purchaser; and (iiiii) to Escrow Agent, such other documents, instruments, certificates and agreements as may be reasonably required by Seller to consummate and give effect to the Transactions. (c) Buyer shall deliver the Purchase Price to Seller in accordance with Section 2.2. (d) Buyer shall deliver the Inventory Payment. (e) Buyer shall deliver the Milestone Payments. (f) Buyer shall deliver, if applicable, BuyerPurchaser’s pro rated portion of any property tax prepaid by Seller with respect to the period up to and including the Closing Date. Each of the payments contemplated to be delivered at the Closing by Buyer shall be made Subscription Amount by wire transfer of immediately available funds in accordance with instructions provided by Seller to Buyer prior to the Closing Dateaccount specified in the Escrow Agreement.

Deliveries. At the Closing, subject to the satisfaction of the conditions set forth in Section 8 or Section 9, as applicable, (a) Seller On or prior to the Closing Date, the Company shall deliver, deliver or cause to be delivered, delivered to Buyereach Purchaser the following: (i) on the date hereof, this Agreement duly executed counterparts to by the Transaction Documents to which each of Seller, Safeguard and the Landlord are partiesCompany; (ii) true a legal opinion of Company Counsel, including without limitation, a negative assurance letter, in each case in the form and complete copies substance reasonably satisfactory to the Placement Agent and each of the duly executed Ancillary Agreements, certified by an executive officer of SellerPurchasers; (iii) an updated Employee Compensation Liston the date hereof, if necessarya comfort letter, to show changes addressed to the information contained in the Employee Compensation List dated as of December 27, 2005; (iv) an opinion of Seller’s Counsel in substantially the form set forth on Exhibit D; (v) a non-foreign certification (Placement Agent in form and substance reasonably satisfactory in all material respects from Wolf & Company, P.C. (as applicable); (iv) on the Closing Date, a comfort letter from Wolf & Company, P.C., addressed to Buyerthe Placement Agent dated as of such Closing Date, in form and substance satisfactory to the Placement Agent, to the effect that they reaffirm the statements made in the letter furnished pursuant to Section 2.2(a)(iii) except that satisfies the requirements specified date referred to therein for the carrying out of Treasury Regulation section 1.1445-2(b)(2)procedures shall be no more than three business days prior to such Closing Date; (v) subject to the last sentence of Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (vi) Closing Consents in such forms as are reasonably acceptable to Buyer and any other Seller Required Consent that Seller receives on or prior subject to the Closinglast sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver, on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”), Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (vii) a copy for each Purchaser of the duly executed Notice related to Drug Establishment Registrations for Totowa Property in substantially the form set forth on Exhibit C-3 that will be transmitted by Seller on the Closing Date for filing with the FDA Pre-Funded Warrants pursuant to Section 7.42.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrant divided by the Pre-Funded Warrant Purchase Price, with an exercise price equal to $0.0001 subject to adjustment therein; (viii) such applications and notices (in such forms as are reasonably acceptable to Buyer) that will be filed by Seller on orthe date hereof, as may be reasonably practicable, following the Closing Date with respect to those Governmental Permits that are being transferred to Buyer pursuant to Section 2.1(a)(vii);duly executed Lock-Up Agreements; and (ix) administrative passwords for all Purchased Assets, as applicable; the Prospectus (x) copies of all Business Documents, Systems and Information, including without limitation, which may be delivered in accordance with Rule 172 under the SOP’s; (xi) termination statements or other evidence (in a form reasonably acceptable to Buyer) that any liens identified on Schedule 4.11 have been released; (xii) if in Seller’s possession, the LNA with respect to the Transactions from the NJDEP; and (xiii) such other instruments of conveyance and transfer, in form reasonably satisfactory to Buyer and its counsel, as shall be necessary and effective to transfer and assign to, and vest in, Buyer all of Seller’s right, title and interest in and to the Purchased Assets. With respect to the items contemplated by clause (x) above, Buyer acknowledges that such items are maintained at the Totowa Property and, as such, shall be deemed delivered at the ClosingSecurities Act). (b) Buyer On or prior to the Closing Date, each Purchaser shall deliver or cause to Sellerbe delivered to the Company, the following: (i) on the date hereof, this Agreement duly executed counterparts to the Transaction Documents to which it is a partyby such Pxxxxxxxx; and (ii) such other documentsPurchaser’s Subscription Amount, instruments, certificates and agreements as may be reasonably required by Seller to consummate and give effect to the Transactions. (c) Buyer shall deliver the Purchase Price to Seller in accordance with Section 2.2. (d) Buyer shall deliver the Inventory Payment. (e) Buyer shall deliver the Milestone Payments. (f) Buyer shall deliver, if applicable, Buyer’s pro rated portion of any property tax prepaid by Seller with respect to the period up to and including the Closing Date. Each of the payments contemplated to be delivered at the Closing by Buyer which shall be made by wire transfer of immediately available funds in accordance for “Delivery Versus Payment” settlement with instructions provided by Seller to Buyer prior to the Closing DateCompany or its designee.

Deliveries. At the Closing, subject to the satisfaction of the conditions set forth in Section 8 or Section 9, as applicable, (a) Seller On or prior to the Closing Date, the Company shall deliver, deliver or cause to be delivered, delivered to Buyereach Purchaser the following: (i) this Agreement duly executed counterparts to by the Transaction Documents to which each of Seller, Safeguard and the Landlord are partiesCompany; (ii) true legal opinion of Company Counsel with respect to U.S. laws and complete copies of securities matters (including, without limitation, a negative assurance letter or statement), each in form and substance reasonably acceptable to SRFC, the duly executed Ancillary AgreementsPlacement Agent, certified by an executive officer of Sellerand each Purchaser; (iii) an updated Employee Compensation Listfor each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, if necessary, a Pre-Funded Warrant registered in the name of such Purchaser to show changes purchase up to a number of shares of Common Stock equal to the information contained in portion of such Purchaser’s Subscription Amount applicable to the Employee Compensation List dated as of December 27Pre-Funded Warrant divided by the Per Share Purchase Price minus $0.0001, 2005with an exercise price equal to $0.0001, subject to adjustment therein; (iv) an opinion of Seller’s Counsel in substantially the form set forth on Exhibit D[intentionally omitted]; (v) a non-foreign certification (in form subject to the last sentence of Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and substance reasonably satisfactory to Buyer) that satisfies executed by the requirements of Treasury Regulation section 1.1445-2(b)(2)Chief Executive Officer or Chief Financial Officer; (vi) Closing Consents in such forms as are reasonably acceptable to Buyer and any other Seller Required Consent that Seller receives on or prior subject to the Closinglast sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (vii) a copy of the duly executed Notice related to Drug Establishment Registrations for Totowa Property Prospectus and Final Prospectus (delivered in substantially accordance with Rule 424(b) under the form set forth on Exhibit C-3 that will be transmitted by Seller on the Closing Date for filing with the FDA pursuant to Section 7.4;Securities Act). (viii) two (2)Common Warrants registered in the name of such applications and notices (in Purchaser, each to purchase up to a number of shares of Common Stock equal to 100% of Shares purchased by such forms as are reasonably acceptable Purchaser, with an exercise price equal to Buyer) that will be filed by Seller on or$[*], as may be reasonably practicable, following the Closing Date with respect subject to those Governmental Permits that are being transferred to Buyer pursuant to Section 2.1(a)(vii)adjustment therein; (ix) administrative passwords for all Purchased Assets, as applicable; (x) copies of all Business Documents, Systems and Information, including without limitation, the SOP’s; (xi) termination statements or other evidence (in a form reasonably acceptable to Buyer) that any liens identified on Schedule 4.11 have been released; (xii) if in Seller’s possession, the LNA with respect to the Transactions from the NJDEP; and (xiii) such other instruments of conveyance and transfer, in form reasonably satisfactory to Buyer and its counsel, as shall be necessary and effective to transfer and assign to, and vest in, Buyer all of Seller’s right, title and interest in and to the Purchased Assets. With respect to the items contemplated by clause (x) above, Buyer acknowledges that such items are maintained at the Totowa Property and, as such, shall be deemed delivered at the Closing. (b) Buyer On or prior to the Closing Date, each Purchaser shall deliver or cause to Sellerbe delivered to the Company the following: (i) this Agreement duly executed counterparts to the Transaction Documents to which it is a partyby such Pxxxxxxxx; and (ii) such other documentsPurchaser’s Subscription Amount, instruments, certificates and agreements as may be reasonably required by Seller to consummate and give effect to the Transactions. (c) Buyer shall deliver the Purchase Price to Seller in accordance with Section 2.2. (d) Buyer shall deliver the Inventory Payment. (e) Buyer shall deliver the Milestone Payments. (f) Buyer shall deliver, if applicable, Buyer’s pro rated portion of any property tax prepaid by Seller with respect to the period up to and including the Closing Date. Each of the payments contemplated to be delivered at the Closing by Buyer which shall be made by available via wire transfer of immediately available funds in accordance with instructions provided by Seller to Buyer prior to the Closing Date.Company pursuant to the wire instructions set forth in Exhibit B.

Deliveries. At the Closing, subject to the satisfaction of the conditions set forth in Section 8 or Section 9, as applicable, (a) Seller On or prior to the Closing Date (except as indicated below), the Company shall deliver, deliver or cause to be delivered, delivered to Buyereach Purchaser the following: (i) this Agreement duly executed counterparts to by the Transaction Documents to which each of Seller, Safeguard and the Landlord are partiesCompany; (ii) true a legal opinion of Xxxxxx LLP and complete copies a legal opinion of the duly executed Ancillary AgreementsXxxxxxxxxx Xxxxx Xxxxxx Xxxxxxx, certified by an executive officer of Seller; LLP (iii) an updated Employee Compensation List, if necessary, to show changes local Nevada corporate counsel to the information contained in the Employee Compensation List dated as of December 27Company), 2005; (iv) an opinion of Seller’s Counsel in each such legal opinion, substantially the form set forth on Exhibit D; (v) a non-foreign certification (in form and substance reasonably satisfactory to Buyerthe Placement Agent; (iii) that satisfies subject to the requirements last sentence of Treasury Regulation section 1.1445Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead; (iv) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) a number of Shares equal to the number of Shares set forth on such Purchaser’s signature page hereto; (v) a Pre-2(b)(2Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price (rounded down to the nearest whole Share) (such number the “Specified Base Share Number”);, minus the number of Shares required to be delivered pursuant to Section 2.2(a)(iv), with an exercise price equal to $0.001, subject to adjustment therein. (vi) Closing Consents a Warrant registered in the name of such forms as are reasonably acceptable Purchaser to Buyer and any other Seller Required Consent that Seller receives on or prior purchase up to a number of shares of Common Stock equal to [ ]% of the Specified Base Share Number, with an exercise price equal to the ClosingPer Share Purchase Price, subject to adjustment therein; (vii) a copy of the duly executed Notice related to Drug Establishment Registrations for Totowa Property in substantially the form set forth on Exhibit C-3 that will be transmitted by Seller on the Closing Date for filing with the FDA pursuant to Section 7.4;Lock-Up Agreements; and (viii) such applications the Prospectus and notices Prospectus Supplement (in such forms as are reasonably acceptable to Buyer) that will be filed by Seller on or, as which may be reasonably practicable, following delivered in accordance with Rule 172 under the Closing Date with respect to those Governmental Permits that are being transferred to Buyer pursuant to Section 2.1(a)(viiSecurities Act); (ix) administrative passwords for all Purchased Assets, as applicable; (x) copies of all Business Documents, Systems and Information, including without limitation, the SOP’s; (xi) termination statements or other evidence (in a form reasonably acceptable to Buyer) that any liens identified on Schedule 4.11 have been released; (xii) if in Seller’s possession, the LNA with respect to the Transactions from the NJDEP; and (xiii) such other instruments of conveyance and transfer, in form reasonably satisfactory to Buyer and its counsel, as shall be necessary and effective to transfer and assign to, and vest in, Buyer all of Seller’s right, title and interest in and to the Purchased Assets. With respect to the items contemplated by clause (x) above, Buyer acknowledges that such items are maintained at the Totowa Property and, as such, shall be deemed delivered at the Closing. (b) Buyer On or prior to the Closing Date, each Purchaser shall deliver or cause to Sellerbe delivered to the Company, the following: (i) this Agreement duly executed counterparts to the Transaction Documents to which it is a partyby such Xxxxxxxxx; and (ii) such other documentsPurchaser’s Subscription Amount, instruments, certificates and agreements as may be reasonably required by Seller to consummate and give effect to the Transactions. (c) Buyer shall deliver the Purchase Price to Seller in accordance with Section 2.2. (d) Buyer shall deliver the Inventory Payment. (e) Buyer shall deliver the Milestone Payments. (f) Buyer shall deliver, if applicable, Buyer’s pro rated portion of any property tax prepaid by Seller with respect to the period up to and including the Closing Date. Each of the payments contemplated to be delivered at the Closing by Buyer which shall be made by wire transfer of immediately available funds in accordance for “Delivery Versus Payment” settlement with instructions provided by Seller to Buyer prior to the Closing DateCompany or its designee.

Deliveries. At the Closing, subject to the satisfaction of the conditions set forth in Section 8 or Section 9, as applicable, (a) Seller On or prior to the Closing Date (except as indicated below), the Company shall deliver, deliver or cause to be delivered, delivered to Buyereach Purchaser the following: (i) this Agreement duly executed counterparts to by the Transaction Documents to which each of Seller, Safeguard and the Landlord are partiesCompany; (ii) true a legal opinion of Company Counsel, substantially in the form acceptable to the Placement Agent and complete copies of the duly executed Ancillary Agreements, certified by an executive officer of SellerPurchasers; (iii) an updated Employee Compensation List, if necessary, to show changes subject to the information contained in last sentence of Section 2.1, the Employee Compensation List dated as of December 27Company shall have provided each Purchaser with the Company’s wire instructions, 2005on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) Subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an opinion expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of Seller’s Counsel in substantially the form set forth on Exhibit Dsuch Purchaser; (v) a non-foreign certification (Warrant registered in form the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s Shares and substance reasonably satisfactory Prefunded Warrants, with an exercise price equal to Buyer) that satisfies the requirements of Treasury Regulation section 1.1445-2(b)(2)$3.30, subject to adjustment therein; (vi) Closing Consents for each Purchaser of Prefunded Warrants pursuant to Section 2.1, a Prefunded Warrant registered in the name of such forms as are reasonably acceptable Purchaser to Buyer and any other Seller Required Consent that Seller receives on or prior purchase up to a number of shares of Common Stock equal to the Closingportion of such Purchaser’s Subscription Amount applicable to Prefunded Warrant divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001 per share, subject to adjustment therein; (vii) a copy of on the date hereof, the duly executed Notice related to Drug Establishment Registrations for Totowa Property in substantially the form set forth on Exhibit C-3 that will be transmitted by Seller on the Closing Date for filing with the FDA pursuant to Section 7.4;Lock-Up Agreements; and (viii) such applications the Prospectus and notices Prospectus Supplement (in such forms as are reasonably acceptable to Buyer) that will be filed by Seller on or, as which may be reasonably practicable, following delivered in accordance with Rule 172 under the Closing Date with respect to those Governmental Permits that are being transferred to Buyer pursuant to Section 2.1(a)(viiSecurities Act); (ix) administrative passwords for all Purchased Assets, as applicable; (x) copies of all Business Documents, Systems and Information, including without limitation, the SOP’s; (xi) termination statements or other evidence (in a form reasonably acceptable to Buyer) that any liens identified on Schedule 4.11 have been released; (xii) if in Seller’s possession, the LNA with respect to the Transactions from the NJDEP; and (xiii) such other instruments of conveyance and transfer, in form reasonably satisfactory to Buyer and its counsel, as shall be necessary and effective to transfer and assign to, and vest in, Buyer all of Seller’s right, title and interest in and to the Purchased Assets. With respect to the items contemplated by clause (x) above, Buyer acknowledges that such items are maintained at the Totowa Property and, as such, shall be deemed delivered at the Closing. (b) Buyer On or prior to the Closing Date, each Purchaser shall deliver or cause to Sellerbe delivered to the Company the following: (i) this Agreement duly executed counterparts to the Transaction Documents to which it is a partyby such Xxxxxxxxx; and (ii) such other documentsPurchaser’s Subscription Amount, instruments, certificates and agreements as may be reasonably required by Seller to consummate and give effect to the Transactions. (c) Buyer shall deliver the Purchase Price to Seller in accordance with Section 2.2. (d) Buyer shall deliver the Inventory Payment. (e) Buyer shall deliver the Milestone Payments. (f) Buyer shall deliver, if applicable, Buyer’s pro rated portion of any property tax prepaid by Seller with respect to the period up to and including the Closing Date. Each of the payments contemplated to be delivered at the Closing by Buyer which shall be made by wire transfer of immediately available funds in accordance for “Delivery Versus Payment” settlement with instructions provided by Seller to Buyer prior to the Closing DateCompany or its designee.

Deliveries. At the Closing, subject to the satisfaction of the conditions set forth in Section 8 or Section 9, as applicable, (a) Seller On or prior to the Closing Date, the Company shall deliver, deliver or cause to be delivered, delivered to Buyereach Purchaser the following: (i) this Agreement duly executed counterparts to by the Transaction Documents to which each of Seller, Safeguard and the Landlord are partiesCompany; (ii) true and complete copies of the duly executed Ancillary Agreements, certified by an executive officer of Seller; (iii) an updated Employee Compensation List, if necessary, to show changes to the information contained in the Employee Compensation List dated as of December 27, 2005; (iv) an a legal opinion of Seller’s Counsel in substantially the form set forth on Exhibit D; (v) a non-foreign certification (Company U.S. Counsel, in form and substance reasonably satisfactory to Buyer) that satisfies EGS and which is customary for transactions such as the requirements offering of Treasury Regulation section 1.1445-2(b)(2)the Securities, to the effect set forth in Exhibit B hereto; (viiii) Closing Consents a legal opinion of Company French Counsel, in form and substance reasonably satisfactory to EGS and which is customary for transactions such forms as are reasonably acceptable to Buyer and any other Seller Required Consent that Seller receives on or prior the offering of the Securities, to the Closingeffect set forth in Exhibit C hereto; (viiiv) a copy of the duly executed Notice related irrevocable instructions to Drug Establishment Registrations for Totowa Property the Custodian instructing the Custodian to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in substantially the form set forth on Exhibit C-3 that will be transmitted by Seller on the Closing Date for filing with the FDA pursuant to Section 7.4name of such Purchaser; (viiiv) Warrants registered in the name of such applications and notices Purchaser to purchase up to a number of Ordinary Shares equal to 50% of such Purchaser’s Shares, with an exercise price equal to $2.75, subject to adjustment therein (in such forms as are reasonably acceptable to Buyer) that will be filed by Seller on or, as Warrant certificate may be reasonably practicable, following delivered within three Trading Days of the Closing Date Date), together with respect to those Governmental Permits that are being transferred to Buyer pursuant to a certificate evidencing ownership of the Warrant (certificat d’inscription en compte), and a certified copy of the Warrant Register (as defined in Section 2.1(a)(vii4(c) of the Warrant certificate); (ix) administrative passwords for all Purchased Assets, as applicable; (x) copies of all Business Documents, Systems and Information, including without limitation, the SOP’s; (xi) termination statements or other evidence (in a form reasonably acceptable to Buyer) that any liens identified on Schedule 4.11 have been released; (xii) if in Seller’s possession, the LNA with respect to the Transactions from the NJDEP; and (xiiivi) such other instruments of conveyance the Prospectus and transfer, Prospectus Supplement (which may be delivered in form reasonably satisfactory to Buyer and its counsel, as shall be necessary and effective to transfer and assign to, and vest in, Buyer all of Seller’s right, title and interest in and to accordance with Rule 172 under the Purchased Assets. With respect to the items contemplated by clause (x) above, Buyer acknowledges that such items are maintained at the Totowa Property and, as such, shall be deemed delivered at the ClosingSecurities Act). (b) Buyer Prior to the Closing Date, each Purchaser shall deliver or cause to Sellerbe delivered the following: (i) to the Company, this Agreement duly executed counterparts by such Purchaser; (ii) to the Transaction Documents to Company, the bulletin de souscription, the form of which it is a partyattached hereto as Exhibit D, duly completed and executed by such Purchaser as required under French corporate law; and (iiiii) such other documents, instruments, certificates and agreements as may be reasonably required by Seller to consummate and give effect to the Transactions. (c) Buyer shall deliver the Purchase Price to Seller in accordance with Section 2.2. (d) Buyer shall deliver the Inventory Payment. (e) Buyer shall deliver the Milestone Payments. (f) Buyer shall deliverEscrow Agent, if applicable, Buyersuch Purchaser’s pro rated portion of any property tax prepaid by Seller with respect to the period up to and including the Closing Date. Each of the payments contemplated to be delivered at the Closing by Buyer shall be made Subscription Amount by wire transfer of immediately available funds in accordance with instructions provided by Seller to Buyer prior to the Closing Dateaccount specified in the Escrow Agreement.

Deliveries. At the Closing, subject to the satisfaction of the conditions set forth in Section 8 or Section 9, as applicable, (a) Seller On or prior to the Closing Date, the Company shall deliver, deliver or cause to be delivered, delivered to Buyereach Purchaser the following: (i) this Agreement, duly executed counterparts to by the Transaction Documents to which each of Seller, Safeguard and the Landlord are partiesCompany; (ii) true and complete copies a legal opinion of Company Counsel, substantially in the duly executed Ancillary Agreements, certified by an executive officer form of SellerExhibit E attached hereto; (iii) an updated Employee Compensation Lista certificate evidencing a number of shares of Preferred Stock equal to such Purchaser’s Subscription Amount divided by the Stated Value, if necessary, to show changes to the information contained registered in the Employee Compensation List dated as name of December 27, 2005such Purchaser and evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (iv) an opinion of Sellera Convertible Note in a principal amount equal to such Purchaser’s Counsel in substantially Note Purchase Amount, duly executed by the form set forth on Exhibit DCompany; (v) a non-foreign certification (Warrant registered in form and substance reasonably satisfactory the name of such Purchaser to Buyer) that satisfies the requirements purchase up to 1,200,000 shares of Treasury Regulation section 1.1445-2(b)(2)Common Stock, with an exercise price equal to $3.99, subject to adjustment therein; (vi) Closing Consents in such forms as are reasonably acceptable to Buyer and any other Seller Required Consent that Seller receives on or prior to the ClosingRegistration Rights Agreement duly executed by the Company; (vii) a copy good standing certificate of each of the duly executed Notice related Secretary of State of Delaware and Ohio with respect to Drug Establishment Registrations for Totowa Property in substantially the form set forth on Exhibit C-3 that will be transmitted by Seller on the Closing Date for filing with the FDA pursuant to Section 7.4;Company; and (viii) such applications and notices Voting agreements, substantially in the form of Exhibit F attached hereto (in such forms as are reasonably acceptable to Buyer) that will be filed each, a “Voting Agreement”), duly executed by Seller on or, as may be reasonably practicable, following stockholders of the Closing Date with respect to those Governmental Permits that are being transferred to Buyer pursuant to Section 2.1(a)(vii);Company holding at least 22% of the shares of the Common Stock of the Company; and (ix) administrative passwords for all Purchased Assets, as applicable; (x) copies Indemnification agreements between the Company and each director of all Business Documents, Systems and Information, including without limitation, the SOP’s; (xi) termination statements or other evidence (in a form reasonably acceptable Company appointed pursuant to Buyer) that any liens identified on Schedule 4.11 have been released; (xii) if in Seller’s possession, the LNA with respect to the Transactions from the NJDEP; and (xiii) such other instruments of conveyance and transfer, in form reasonably satisfactory to Buyer and its counsel, as shall be necessary and effective to transfer and assign to, and vest in, Buyer all of Seller’s right, title and interest in and to the Purchased Assets. With respect to the items contemplated by clause (x) above, Buyer acknowledges that such items are maintained at the Totowa Property and, as such, shall be deemed delivered at the ClosingSection 4.13. (b) Buyer On or prior to the Closing Date, each Purchaser shall deliver or cause to Sellerbe delivered to the Company the following: (i) this Agreement duly executed counterparts to the Transaction Documents to which it is a party; andby such Purchaser; (ii) such other documents, instruments, certificates Purchaser’s Subscription Amount and agreements as may be reasonably required by Seller to consummate and give effect to the Transactions. (c) Buyer shall deliver the Note Purchase Price to Seller in accordance with Section 2.2. (d) Buyer shall deliver the Inventory Payment. (e) Buyer shall deliver the Milestone Payments. (f) Buyer shall deliver, if applicable, Buyer’s pro rated portion of any property tax prepaid by Seller with respect to the period up to and including the Closing Date. Each of the payments contemplated to be delivered at the Closing by Buyer shall be made Amount by wire transfer of immediately available funds in accordance with instructions provided by Seller to Buyer prior to the Closing Dateaccount specified by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

Deliveries. At the Closing, subject to the satisfaction of the conditions set forth in Section 8 or Section 9, as applicable, (a) Seller On or prior to the Closing Date, the Company shall deliver, deliver or cause to be delivered, delivered to Buyereach Purchaser and the Placement Agent the following: (i) this Agreement duly executed counterparts to by the Transaction Documents to which each of Seller, Safeguard and the Landlord are partiesCompany; (ii) true a legal opinion of Company Counsel, in a form reasonably satisfactory to the Placement Agent and complete copies of the duly executed Ancillary Agreements, certified by an executive officer of SellerPurchasers; (iii) an updated Employee Compensation Lista cold comfort letter, if necessary, to show changes addressed to the information contained Placement Agent from BPM LLP, the registered independent accountant of the Company, in a form and substance reasonably satisfactory in all material respects to the Employee Compensation List dated as of December 27, 2005Placement Agent; (iv) an opinion of Seller’s Counsel in substantially the form set forth on Exhibit D;[RESERVED] (v) a non-foreign certification (in form the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and substance reasonably satisfactory to Buyer) that satisfies executed by the requirements of Treasury Regulation section 1.1445-2(b)(2)Chief Executive Officer or Chief Financial Officer; (vi) Closing Consents in such forms as are reasonably acceptable to Buyer and any other Seller Required Consent that Seller receives on or prior a copy of the irrevocable instructions to the ClosingTransfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (vii) a copy Warrant registered in the name of the duly executed Notice related such Purchaser to Drug Establishment Registrations for Totowa Property in substantially the form set forth on Exhibit C-3 that will be transmitted by Seller on the Closing Date for filing purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s Shares, with the FDA pursuant an exercise price equal to Section 7.4;$2.61 per share, subject to adjustment therein; and (viii) such applications the Prospectus and notices Prospectus Supplement (in such forms as are reasonably acceptable to Buyer) that will be filed by Seller on or, as which may be reasonably practicable, following delivered in accordance with Rule 172 under the Closing Date with respect to those Governmental Permits that are being transferred to Buyer pursuant to Section 2.1(a)(viiSecurities Act); (ix) administrative passwords for all Purchased Assets, as applicable; (x) copies of all Business Documents, Systems and Information, including without limitation, the SOP’s; (xi) termination statements or other evidence (in a form reasonably acceptable to Buyer) that any liens identified on Schedule 4.11 have been released; (xii) if in Seller’s possession, the LNA with respect to the Transactions from the NJDEP; and (xiii) such other instruments of conveyance and transfer, in form reasonably satisfactory to Buyer and its counsel, as shall be necessary and effective to transfer and assign to, and vest in, Buyer all of Seller’s right, title and interest in and to the Purchased Assets. With respect to the items contemplated by clause (x) above, Buyer acknowledges that such items are maintained at the Totowa Property and, as such, shall be deemed delivered at the Closing. (b) Buyer On or prior to the Closing Date, each Purchaser shall deliver or cause to Sellerbe delivered to the Company, the following: (i) this Agreement duly executed counterparts to the Transaction Documents to which it is a partyby such Purchaser; and (ii) such other documentsPurchaser’s Subscription Amount, instruments, certificates and agreements as may be reasonably required by Seller to consummate and give effect to the Transactions. (c) Buyer shall deliver the Purchase Price to Seller in accordance with Section 2.2. (d) Buyer shall deliver the Inventory Payment. (e) Buyer shall deliver the Milestone Payments. (f) Buyer shall deliver, if applicable, Buyer’s pro rated portion of any property tax prepaid by Seller with respect to the period up to and including the Closing Date. Each of the payments contemplated to be delivered at the Closing by Buyer which shall be made by wire transfer of immediately available funds in accordance for “Delivery Versus Payment” settlement with instructions provided by Seller to Buyer prior to the Closing DateCompany or its designee.

Deliveries. At the Closing, subject to the satisfaction of the conditions set forth in Section 8 or Section 9, as applicable, (a) Seller On or prior to the Closing Date, the Company shall deliver, deliver or cause to be delivered, delivered to Buyereach Purchaser the following: (i) this Agreement duly executed counterparts to by the Transaction Documents to which each of Seller, Safeguard and the Landlord are partiesCompany; (ii) true and complete copies a legal opinion of Company Counsel, substantially in the duly executed Ancillary Agreements, certified by an executive officer form of SellerExhibit D attached hereto; (iii) an updated Employee Compensation Lista Debenture with a principal amount equal to such Purchaser’s Subscription Amount, if necessary, to show changes to the information contained registered in the Employee Compensation List dated as name of December 27, 2005such Purchaser; (iv) a Series A Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 50% of such Purchaser’s Conversion Shares on the Closing Date, with an opinion of Seller’s Counsel in substantially the form set forth on Exhibit Dexercise price equal to $3.00, subject to adjustment therein; (v) a non-foreign certification (in form and substance reasonably satisfactory to Buyer) that satisfies the requirements of Treasury Regulation section 1.1445-2(b)(2);[intentionally omitted] (vi) Closing Consents in such forms as are reasonably acceptable to Buyer and any other Seller Required Consent that Seller receives on or prior to the Closing;[intentionally omitted] (vii) a copy of the duly executed Notice related to Drug Establishment Registrations for Totowa Property in substantially the form set forth on Exhibit C-3 that will be transmitted by Seller on the Closing Date for filing Company shall have provided each Purchaser with the FDA pursuant to Section 7.4Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (viii) such applications the Security Agreement, duly executed by the Company and notices (in such forms as are reasonably acceptable to Buyer) that will be filed each Subsidiary, along with all of the Security Documents, including the Subsidiary Guarantee, duly executed by Seller on orthe parties thereto, as may be reasonably practicable, following the Closing Date with respect to those Governmental Permits that are being transferred to Buyer pursuant to Section 2.1(a)(vii)original Pledged Securities and corresponding stock powers; (ix) administrative passwords for all Purchased Assetsthe Intercreditor Agreement, as applicableduly executed by the Company and each party thereto (other than the Purchasers); (x) copies of all Business DocumentsDeposit Account Control Agreement, Systems duly executed by the Company, Fastpay and Information, including without limitation, the SOP’sWxxxx Fargo N.A.; (xi) termination statements or other evidence (in a form reasonably acceptable to Buyer) that any liens identified on Schedule 4.11 have been releasedthe Voting Agreements; (xii) if in Seller’s possession, [intentionally omitted]; (xiii) the LNA with respect to Registration Rights Agreement duly executed by the Transactions from the NJDEPCompany; and (xiiixiv) such other instruments [intentionally omitted]; (xv) [intentionally omitted]; and (xvi) the waiver of conveyance the Offer Notice by the January 2017 Investors pursuant to Section 4(o)(iii) of the Securities Purchase Agreement dated January 4, 2017 by and transfer, in form reasonably satisfactory to Buyer among the Company and its counsel, as shall be necessary and effective to transfer and assign to, and vest in, Buyer all of Seller’s right, title and interest in and to the Purchased Assets. With respect to the items contemplated by clause (x) above, Buyer acknowledges that such items are maintained at the Totowa Property and, as such, shall be deemed delivered at the ClosingJanuary 2017 Investors. (b) Buyer On or prior to the Closing Date, each Purchaser shall deliver or cause to Sellerbe delivered to the Company the following: (i) this Agreement duly executed counterparts by such Purchaser; (ii) the Intercreditor Agreement duly executed by such Purchaser; (iii) the Deposit Account Control Agreement duly executed by such Purchaser; (iv) such Purchaser’s Subscription Amount by wire transfer to the Transaction Documents to which it is a partyaccount specified in writing by the Company; (v) the Security Agreement duly executed by such Purchaser; and (iivi) the Registration Rights Agreement duly executed by such other documents, instruments, certificates and agreements as may be reasonably required by Seller to consummate and give effect to the TransactionsPurchaser. (c) Buyer shall deliver the Purchase Price to Seller in accordance with Section 2.2. (d) Buyer shall deliver the Inventory Payment. (e) Buyer shall deliver the Milestone Payments. (f) Buyer shall deliver, if applicable, Buyer’s pro rated portion of any property tax prepaid by Seller with respect to the period up to and including the Closing Date. Each of the payments contemplated to be delivered at the Closing by Buyer shall be made by wire transfer of immediately available funds in accordance with instructions provided by Seller to Buyer prior to the Closing Date.

Deliveries. At the Closing, subject to the satisfaction of the conditions set forth in Section 8 or Section 9, as applicable, (a) Seller On or prior to the First Closing Date, the Company shall deliver, deliver or cause to be delivered, delivered to Buyereach Purchaser the following: (i) this Agreement duly executed counterparts to by the Transaction Documents to which each of Seller, Safeguard and the Landlord are partiesCompany; (ii) true and complete copies a legal opinion of the duly executed Ancillary Agreements, certified by an executive officer of Seller; (iii) an updated Employee Compensation List, if necessary, to show changes outside counsel to the information contained in the Employee Compensation List dated as of December 27Company, 2005; (iv) an opinion of Seller’s Counsel in substantially the form set forth on Exhibit D; (v) a non-foreign certification (in form and substance reasonably satisfactory to Buyer) that satisfies the requirements of Treasury Regulation section 1.1445-2(b)(2); (vi) Closing Consents in such forms as are reasonably acceptable to Buyer and any other Seller Required Consent that Seller receives on or prior addressed to the Closing; (vii) a copy of the duly executed Notice related to Drug Establishment Registrations for Totowa Property in substantially the form set forth on Exhibit C-3 that will be transmitted by Seller on the Closing Date for filing with the FDA pursuant to Section 7.4; (viii) such applications and notices (in such forms as are reasonably acceptable to Buyer) that will be filed by Seller on orPurchasers, as may be reasonably practicable, following the Closing Date with respect to those Governmental Permits that are being transferred to Buyer pursuant to Section 2.1(a)(vii); (ix) administrative passwords for all Purchased Assets, as applicable; (x) copies of all Business Documents, Systems and Information, including without limitation, the SOP’s; (xi) termination statements or other evidence (in a form reasonably acceptable to Buyer) that any liens identified on Schedule 4.11 have been releasedthe Purchasers; (xiiiii) if in Seller’s possession, a copy of the LNA with respect irrevocable instructions to the Transactions from Transfer Agent instructing the NJDEPTransfer Agent to deliver, on an expedited basis, a certificate evidencing a number of First Closing Shares equal to (i) such Purchaser’s First Closing Subscription Amount divided by (ii) the Per Share Purchase Price, registered in the name of such Purchaser, rounded down to the nearest whole share, or, at the election of such Purchaser, evidence of the issuance of such Purchaser’s First Closing Shares hereunder as held in DRS book-entry form by the Transfer Agent and registered in the name of such Purchaser, which evidence shall be reasonably satisfactory to such Purchaser; (iv) a First Closing Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to (i) such Purchaser’s First Closing Subscription Amount divided by (ii) $0.6135 and multiplied by (iii) 300%, rounded down to the nearest whole share, with an exercise price equal to $0.6135, subject to adjustment as set forth therein; (v) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; and (xiiivi) such other instruments of conveyance and transfer, in form reasonably satisfactory to Buyer and its counsel, as shall be necessary and effective to transfer and assign to, and vest in, Buyer all of Seller’s right, title and interest in and to the Purchased Assets. With respect to Registration Rights Agreement duly executed by the items contemplated by clause (x) above, Buyer acknowledges that such items are maintained at the Totowa Property and, as such, shall be deemed delivered at the ClosingCompany. (b) Buyer On or prior to the First Closing Date, each Purchaser shall deliver or cause to Sellerbe delivered to the Company, the following: (i) this Agreement duly executed counterparts to the Transaction Documents to which it is a party; andby such Purchaser; (ii) such other documents, instruments, certificates and agreements as may be reasonably required by Seller to consummate and give effect to the Transactions. (c) Buyer shall deliver the Purchase Price to Seller in accordance with Section 2.2. (d) Buyer shall deliver the Inventory Payment. (e) Buyer shall deliver the Milestone Payments. (f) Buyer shall deliver, if applicable, BuyerPurchaser’s pro rated portion of any property tax prepaid by Seller with respect to the period up to and including the First Closing Date. Each of the payments contemplated to be delivered at the Closing by Buyer shall be made Subscription Amount by wire transfer of immediately available funds to the account of the Company specified in accordance with instructions provided writing by Seller to Buyer the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser. (c) On or prior to the Subsequent Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) a legal opinion of outside counsel to the Company, addressed to the Purchasers, in a form reasonably acceptable to the Purchasers; (ii) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver, on an expedited basis, a certificate evidencing a number of Subsequent Closing Shares equal to (i) such Purchaser’s Subsequent Closing Subscription Amount divided by (ii) the Per Share Purchase Price, registered in the name of such Purchaser, rounded down to the nearest whole share, or, at the election of such Purchaser, evidence of the issuance of such Purchaser’s Subsequent Closing Shares hereunder as held in DRS book-entry form by the Transfer Agent and registered in the name of such Purchaser, which evidence shall be reasonably satisfactory to such Purchaser; (iii) a Subsequent Closing Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to (i) such Purchaser’s Subsequent Closing Subscription Amount divided by (ii) $0.6135 and multiplied by (iii) 300%, rounded down to the nearest whole share, subject to adjustment as set forth therein; and (iv) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer. (d) On or prior to the Subsequent Closing Date, each Purchaser shall deliver or cause to be delivered to the Company such Purchaser’s Subsequent Closing Subscription Amount by wire transfer of immediately available funds to the account of the Company specified in writing by the Company.

Deliveries. At the Closing, subject to the satisfaction of the conditions set forth in Section 8 or Section 9, as applicable, (a) Seller On or prior to the Closing Date, the Company shall deliver, deliver or cause to be delivered, delivered to Buyereach Purchaser the following: (i) this Agreement duly executed counterparts to by the Transaction Documents to which each of Seller, Safeguard and the Landlord are partiesCompany; (ii) true legal opinions of Company Counsel, and complete copies of each opinion in form and substance satisfactory to the duly executed Ancillary Agreements, certified by an executive officer of SellerPlacement Agent; (iii) an updated Employee Compensation List, if necessary, to show changes subject to the information contained in second-to-last sentence of Section 2.1, the Employee Compensation List dated as of December 27Company shall have provided each Purchaser with the Company’s wire instructions, 2005on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the second-to-last sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an opinion expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to the portion of Sellersuch Purchaser’s Counsel Subscription Amount applicable to Shares divided by the Per Share Purchase Price, registered in substantially the form set forth on Exhibit Dname of such Purchaser; (v) for each Purchaser of Series B Warrants pursuant to Section 2.1, a non-foreign certification (Series B Warrant registered in form and substance reasonably satisfactory the name of such Purchaser to Buyer) that satisfies purchase up to a number of shares of Common Stock equal to the requirements portion of Treasury Regulation section 1.1445-2(b)(2)such Purchaser’s Subscription Amount applicable to Series B Warrants divided by the Per Share Purchase Price, with an exercise price equal to $0.00001, subject to adjustment therein; (vi) Closing Consents a Series A Warrant registered in the name of such forms as are reasonably acceptable Purchaser to Buyer and any other Seller Required Consent that Seller receives on purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s Shares or prior Series B Warrants, with an exercise price equal to the Closing;$___, subject to adjustment therein; and (vii) a copy of the duly executed Notice related to Drug Establishment Registrations for Totowa Property in substantially the form set forth on Exhibit C-3 that will be transmitted by Seller on the Closing Date for filing with the FDA pursuant to Section 7.4; Prospectus (viii) such applications and notices (in such forms as are reasonably acceptable to Buyer) that will be filed by Seller on or, as which may be reasonably practicable, following delivered in accordance with Rule 172 under the Closing Date with respect to those Governmental Permits that are being transferred to Buyer pursuant to Section 2.1(a)(viiSecurities Act); (ix) administrative passwords for all Purchased Assets, as applicable; (x) copies of all Business Documents, Systems and Information, including without limitation, the SOP’s; (xi) termination statements or other evidence (in a form reasonably acceptable to Buyer) that any liens identified on Schedule 4.11 have been released; (xii) if in Seller’s possession, the LNA with respect to the Transactions from the NJDEP; and (xiii) such other instruments of conveyance and transfer, in form reasonably satisfactory to Buyer and its counsel, as shall be necessary and effective to transfer and assign to, and vest in, Buyer all of Seller’s right, title and interest in and to the Purchased Assets. With respect to the items contemplated by clause (x) above, Buyer acknowledges that such items are maintained at the Totowa Property and, as such, shall be deemed delivered at the Closing. (b) Buyer On or prior to the Closing Date, each Purchaser shall deliver or cause to Sellerbe delivered to the Company, the following: (i) this Agreement duly executed counterparts to the Transaction Documents to which it is a partyby such Purchaser; and (ii) such other documents, instruments, certificates and agreements as may be reasonably required by Seller to consummate and give effect Purchaser’s Subscription Amount with regard to the Transactions. (c) Buyer shall deliver the Purchase Price to Seller in accordance with Section 2.2. (d) Buyer shall deliver the Inventory Payment. (e) Buyer shall deliver the Milestone Payments. (f) Buyer shall deliverShares and Series A Warrants purchased by such Purchaser, if applicable, Buyer’s pro rated portion of any property tax prepaid by Seller with respect to the period up to and including the Closing Date. Each of the payments contemplated to be delivered at the Closing by Buyer which shall be made available for “Delivery Versus Payment” settlement with the Company or its designee; and (iii) (ii) such Purchaser’s Subscription Amount with regard to the Series B Warrants and Series A Warrants purchased by such Purchaser, if any, minus an amount of $0.00001 per Series B Warrant purchased by such Purchaser, by wire transfer of immediately available funds in accordance with instructions provided by Seller to Buyer prior to the Closing Dateaccount specified by the Company in Section 2.2(a)(iii) above, or as otherwise agreed by the Company and the Placement Agent.

Deliveries. At the Closing, subject to the satisfaction of the conditions set forth in Section 8 or Section 9, as applicable, (a) Seller On or prior to the Closing Date (except as indicated below), the Company shall deliver, deliver or cause to be delivered, delivered to Buyereach Purchaser the following: (i) this Agreement duly executed counterparts to by the Transaction Documents to which each of Seller, Safeguard and the Landlord are partiesCompany; (ii) true a legal opinion of Company Counsel, in form and complete copies of substance reasonably acceptable to the duly executed Ancillary Agreements, certified by an executive officer of SellerPlacement Agent and the Purchasers; (iii) an updated Employee Compensation List, if necessary, to show changes subject to the information contained in last sentence of Section 2.1, the Employee Compensation List dated as Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by an officer of December 27, 2005the Company; (iv) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an opinion expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, rounded down to the nearest whole share, registered in the name of Seller’s Counsel in substantially the form set forth on Exhibit Dsuch Purchaser; (v) a non-foreign certification (Common Warrant registered in form and substance reasonably satisfactory the name of such Purchaser to Buyer) that satisfies the requirements purchase up to a number of Treasury Regulation section 1.1445-2(b)(2)shares of Common Stock equal to 100% of such Purchaser’s Shares, with an exercise price equal to $1.78, subject to adjustment therein; (vi) Closing Consents for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such forms as are reasonably acceptable Purchaser to Buyer and any other Seller Required Consent that Seller receives on or prior purchase up to a number of shares of Common Stock equal to the Closingportion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.0001, with an exercise price equal to $0.0001, subject to adjustment therein; (vii) a copy of on the date hereof, the duly executed Notice related to Drug Establishment Registrations for Totowa Property in substantially the form set forth on Exhibit C-3 that will be transmitted by Seller on the Closing Date for filing with the FDA pursuant to Section 7.4Lock-Up Agreements; (viii) such applications and notices the Prospectus Supplement (in such forms as are reasonably acceptable to Buyer) that will be filed by Seller on or, as which may be reasonably practicable, following delivered in accordance with Rule 172 under the Closing Date with respect to those Governmental Permits that are being transferred to Buyer pursuant to Section 2.1(a)(viiSecurities Act); (ix) administrative passwords for all Purchased Assetsa certificate executed by the Secretary of the Company, dated as applicable; (x) copies of all Business Documents, Systems and Information, including without limitation, the SOP’s; (xi) termination statements or other evidence (in a form reasonably acceptable to Buyer) that any liens identified on Schedule 4.11 have been released; (xii) if in Seller’s possession, the LNA with respect to the Transactions from the NJDEP; and (xiii) such other instruments date of conveyance and transferClosing, in form reasonably satisfactory to Buyer and its counsel, as shall be necessary and effective to transfer and assign to, and vest in, Buyer all of Seller’s right, title and interest in and substance reasonable acceptable to the Purchased Assets. With respect to Placement Agent and the items contemplated by clause (x) above, Buyer acknowledges that such items are maintained at the Totowa Property and, as such, shall be deemed delivered at the ClosingPurchasers. (b) Buyer shall deliver to Seller: (i) duly executed counterparts to the Transaction Documents to which it is a party; and (ii) such other documents, instruments, certificates and agreements as may be reasonably required by Seller to consummate and give effect to the Transactions. (c) Buyer shall deliver the Purchase Price to Seller in accordance with Section 2.2. (d) Buyer shall deliver the Inventory Payment. (e) Buyer shall deliver the Milestone Payments. (f) Buyer shall deliver, if applicable, Buyer’s pro rated portion of any property tax prepaid by Seller with respect to the period up to and including the Closing Date. Each of the payments contemplated to be delivered at the Closing by Buyer shall be made by wire transfer of immediately available funds in accordance with instructions provided by Seller to Buyer On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (x) this Agreement duly executed by such Purchaser; and (xi) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the Company or its designee.

Deliveries. At the Closing, subject to the satisfaction of the conditions set forth in Section 8 or Section 9, as applicable, (a) Seller On or prior to the Closing Date (except as indicated below), the Company shall deliver, deliver or cause to be delivered, delivered to Buyereach Purchaser the following: (i) this Agreement duly executed counterparts to by the Transaction Documents to which each of Seller, Safeguard and the Landlord are partiesCompany; (ii) true a legal opinion of Company Counsel, in the form reasonably acceptable to the Purchasers and complete copies of the duly executed Ancillary Agreements, certified by an executive officer of SellerPlacement Agent; (iii) an updated Employee Compensation List, if necessary, to show changes subject to the information contained in last sentence of Section 2.1, the Employee Compensation List dated as of December 27Company shall have provided each Purchaser with the Company’s wire instructions, 2005on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an opinion expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of Sellershares of Common Stock issuable upon exercise of such Purchaser’s Counsel Prefunded Warrants, if applicable), registered in substantially the form set forth on Exhibit Dname of such Purchaser; (v) a non-foreign certification (Common Warrant registered in form the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the sum of such Purchaser’s Shares and substance reasonably satisfactory Prefunded Warrants on the date hereof, with an exercise price equal to Buyer) that satisfies the requirements of Treasury Regulation section 1.1445-2(b)(2)$1.455, subject to adjustment therein; (vi) Closing Consents for each Purchaser of Prefunded Warrants pursuant to Section 2.1, a Prefunded Warrant registered in the name of such forms as are reasonably acceptable Purchaser to Buyer and any other Seller Required Consent that Seller receives on or prior purchase up to a number of shares of Common Stock equal to the Closingportion of such Purchaser’s Subscription Amount applicable to Prefunded Warrant divided by the Per Share Purchase Price minus $0.0001, with an exercise price equal to $0.0001, subject to adjustment therein; (vii) a copy of on the date hereof, the duly executed Notice related to Drug Establishment Registrations for Totowa Property in substantially the form set forth on Exhibit C-3 that will be transmitted by Seller on the Closing Date for filing with the FDA pursuant to Section 7.4;Lock-Up Agreements; and (viii) such applications the Prospectus and notices the Prospectus Supplement (in such forms as are reasonably acceptable to Buyer) that will be filed by Seller on or, as which may be reasonably practicable, following delivered in accordance with Rule 172 under the Closing Date with respect to those Governmental Permits that are being transferred to Buyer pursuant to Section 2.1(a)(viiSecurities Act); (ix) administrative passwords for all Purchased Assets, as applicable; (x) copies of all Business Documents, Systems and Information, including without limitation, the SOP’s; (xi) termination statements or other evidence (in a form reasonably acceptable to Buyer) that any liens identified on Schedule 4.11 have been released; (xii) if in Seller’s possession, the LNA with respect to the Transactions from the NJDEP; and (xiii) such other instruments of conveyance and transfer, in form reasonably satisfactory to Buyer and its counsel, as shall be necessary and effective to transfer and assign to, and vest in, Buyer all of Seller’s right, title and interest in and to the Purchased Assets. With respect to the items contemplated by clause (x) above, Buyer acknowledges that such items are maintained at the Totowa Property and, as such, shall be deemed delivered at the Closing. (b) Buyer On or prior to the Closing Date, each Purchaser shall deliver or cause to Sellerbe delivered to the Company the following: (i) this Agreement duly executed counterparts to the Transaction Documents to which it is a partyby such Xxxxxxxxx; and (ii) such other documentsPurchaser’s Subscription Amount, instruments, certificates and agreements as may be reasonably required by Seller to consummate and give effect to the Transactions. (c) Buyer shall deliver the Purchase Price to Seller in accordance with Section 2.2. (d) Buyer shall deliver the Inventory Payment. (e) Buyer shall deliver the Milestone Payments. (f) Buyer shall deliver, if applicable, Buyer’s pro rated portion of any property tax prepaid by Seller with respect to the period up to and including the Closing Date. Each of the payments contemplated to be delivered at the Closing by Buyer which shall be made by wire transfer of immediately available funds in accordance for “Delivery Versus Payment” settlement with instructions provided by Seller to Buyer prior to the Closing DateCompany or its designee.

Deliveries. At the Closing, subject to the satisfaction of the conditions set forth in Section 8 or Section 9, as applicable, (a) Seller On or prior to the Closing Date, the Company shall deliver, deliver or cause to be delivered, delivered to Buyereach Purchaser and the Placement Agent the following: (i) this Agreement duly executed counterparts to by the Transaction Documents to which each of Seller, Safeguard and the Landlord are partiesCompany; (ii) true a legal opinion of Company Counsel, including on matters of United States law and complete copies of Xxxxxxxx Islands law, in a form satisfactory to the duly executed Ancillary Agreements, certified by an executive officer of SellerPlacement Agent and each Purchaser; (iii) an updated Employee Compensation Lista cold comfort letter, if necessary, to show changes addressed to the information contained Placement Agent, from Ernst & Young (Hellas) Certified Auditors-Accountants S.A. in a form and substance reasonably satisfactory in all respects to the Employee Compensation List dated as of December 27, 2005Placement Agent; (iv) an opinion of Seller’s Counsel in substantially the form set forth on Exhibit Dexecuted Lock-up Agreements; (v) a non-foreign certification (in form the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and substance reasonably satisfactory to Buyer) that satisfies executed by the requirements of Treasury Regulation section 1.1445-2(b)(2)Chief Executive Officer or Chief Financial Officer; (vi) Closing Consents in such forms as are reasonably acceptable to Buyer and any other Seller Required Consent that Seller receives on or prior subject to the Closinglast sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to such Purchaser’s Share Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (vii) a copy of the duly executed Notice related to Drug Establishment Registrations for Totowa Property in substantially the form set forth on Exhibit C-3 that will be transmitted by Seller on the Closing Date for filing with the FDA pursuant to Section 7.4Reserved; (viii) a Warrant registered in the name of such applications and notices Purchaser to purchase up to a number of Common Shares equal to 100% of such Purchaser’s Shares, rounded down to the nearest whole Share, with an exercise price equal to $0.45 per Common Share, subject, in each case, to adjustment therein (in provided that ink-original copies of such forms as are reasonably acceptable to Buyer) that will be filed by Seller on or, as Warrant certificates may be reasonably practicable, following delivered to the Placement Agent within five Business Days of the Closing Date with respect to those Governmental Permits that are being transferred to Buyer pursuant to Section 2.1(a)(viiDate);; and (ix) administrative passwords for all Purchased Assets, as applicable; the Prospectus and Prospectus Supplement (x) copies of all Business Documents, Systems and Information, including without limitation, which may be delivered in accordance with Rule 172 under the SOP’s; (xi) termination statements or other evidence (in a form reasonably acceptable to Buyer) that any liens identified on Schedule 4.11 have been released; (xii) if in Seller’s possession, the LNA with respect to the Transactions from the NJDEP; and (xiii) such other instruments of conveyance and transfer, in form reasonably satisfactory to Buyer and its counsel, as shall be necessary and effective to transfer and assign to, and vest in, Buyer all of Seller’s right, title and interest in and to the Purchased Assets. With respect to the items contemplated by clause (x) above, Buyer acknowledges that such items are maintained at the Totowa Property and, as such, shall be deemed delivered at the ClosingSecurities Act). (b) Buyer On or prior to the Closing Date, each Purchaser shall deliver or cause to Sellerbe delivered to the Company the following: (i) this Agreement duly executed counterparts to the Transaction Documents to which it is a partyby such Purchaser; and (ii) such other documentsPurchaser’s Subscription Amount, instruments, certificates and agreements as may be reasonably required by Seller to consummate and give effect to the Transactions. (c) Buyer shall deliver the Purchase Price to Seller in accordance with Section 2.2. (d) Buyer shall deliver the Inventory Payment. (e) Buyer shall deliver the Milestone Payments. (f) Buyer shall deliver, if applicable, Buyer’s pro rated portion of any property tax prepaid by Seller with respect to the period up to and including the Closing Date. Each of the payments contemplated to be delivered at the Closing by Buyer which shall be made by wire transfer of immediately available funds in accordance for “Delivery Versus Payment” settlement with instructions provided by Seller to Buyer prior to the Closing DateCompany.

Deliveries. At the Closing, subject to the satisfaction of the conditions set forth in Section 8 or Section 9, as applicable, (a) Seller On or prior to the Closing Date, the Company shall deliver, deliver or cause to be delivered, delivered to Buyereach Purchaser and the Placement Agent the following: (i) this Agreement duly executed counterparts to by the Transaction Documents to which each of Seller, Safeguard and the Landlord are partiesCompany; (ii) true legal opinions of (x) Company Counsel with respect to U.S. laws and complete copies securities matters (including without limitation, a negative assurance letter or statement); and (y) Cayman Counsel with respect to Cayman Islands laws, each addressed to the Placement Agent and each of the duly executed Ancillary AgreementsPurchasers, certified by an executive officer and each in a form satisfactory to HTFL, the Placement Agent and each of Seller;the Purchasers. (iii) an updated Employee Compensation Lista cold comfort letter, if necessary, to show changes addressed to the information contained Placement Agent in the Employee Compensation List dated as of December 27, 2005form and substance reasonably satisfactory in all material respects from Mxxxxx Asia CPAs LLP; (iv) an opinion of Seller’s Counsel in substantially the form set forth on Exhibit DLock-Up Agreements; (v) a non-foreign certification (duly executed and delivered Officers’ Certificate, in customary form and substance reasonably satisfactory to Buyer) that satisfies HTFL and the requirements of Treasury Regulation section 1.1445-2(b)(2)Placement Agent; (vi) Closing Consents in such forms as are reasonably acceptable to Buyer and any other Seller Required Consent that Seller receives on or prior subject to the Closinglast sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (vii) a copy Warrant registered in the name of the duly executed Notice related such Purchaser to Drug Establishment Registrations for Totowa Property in substantially the form set forth on Exhibit C-3 that will be transmitted by Seller on the Closing Date for filing purchase up to a number of Ordinary Shares equal to 65% of such Purchaser’s Shares, with the FDA pursuant an exercise price equal to Section 7.4US$1.30, subject to adjustment therein; (viii) a Private Warrant registered in the name of such applications and notices (in Purchaser to purchase up to a number of Ordinary Shares equal to 75% of such forms as are reasonably acceptable Purchaser’s Shares, with an exercise price equal to Buyer) that will be filed by Seller on orUS$1.30, as may be reasonably practicable, following the Closing Date with respect subject to those Governmental Permits that are being transferred to Buyer pursuant to Section 2.1(a)(vii);adjustment therein; and (ix) administrative passwords for all Purchased Assets, as applicable; the Prospectus and Prospectus Supplement (x) copies of all Business Documents, Systems and Information, including without limitation, which may be delivered in accordance with Rule 172 under the SOP’s; (xi) termination statements or other evidence (in a form reasonably acceptable to Buyer) that any liens identified on Schedule 4.11 have been released; (xii) if in Seller’s possession, the LNA with respect to the Transactions from the NJDEP; and (xiii) such other instruments of conveyance and transfer, in form reasonably satisfactory to Buyer and its counsel, as shall be necessary and effective to transfer and assign to, and vest in, Buyer all of Seller’s right, title and interest in and to the Purchased Assets. With respect to the items contemplated by clause (x) above, Buyer acknowledges that such items are maintained at the Totowa Property and, as such, shall be deemed delivered at the ClosingSecurities Act). (b) Buyer On or prior to the Closing Date, each Purchaser shall deliver or cause to Sellerbe delivered to the Company the following: (i) this Agreement duly executed counterparts to the Transaction Documents to which it is a partyby such Pxxxxxxxx; and (ii) such other documentsPurchaser’s Subscription Amount, instruments, certificates and agreements as may be reasonably required by Seller to consummate and give effect to the Transactions. (c) Buyer shall deliver the Purchase Price to Seller in accordance with Section 2.2. (d) Buyer shall deliver the Inventory Payment. (e) Buyer shall deliver the Milestone Payments. (f) Buyer shall deliver, if applicable, Buyer’s pro rated portion of any property tax prepaid by Seller with respect to the period up to and including the Closing Date. Each of the payments contemplated to be delivered at the Closing by Buyer which shall be made by wire transfer of immediately available funds in accordance for “Delivery Versus Payment” settlement with instructions provided by Seller to Buyer prior to the Closing DateCompany or its designee.

Deliveries. At the Closing, subject to the satisfaction of the conditions set forth in Section 8 or Section 9, as applicable, (a) Seller On or prior to the Closing Date, the Company shall deliver, deliver or cause to be delivered, delivered to Buyereach Purchaser the following: (i) this Agreement duly executed counterparts to by the Transaction Documents to which each of Seller, Safeguard and the Landlord are partiesCompany; (ii) true a legal opinion of Company Counsel, substantially in the form of Exhibit B attached hereto, addressed to the Placement Agent and complete copies of the duly executed Ancillary Agreements, certified by an executive officer of SellerPurchasers; (iii) an updated Employee Compensation Lista legal opinion of Cxxxxxxxxxx, if necessaryO’Connor, to show changes Johnson, Kindness PLLC, or other intellectual property counsel to the information contained Company, substantially in the Employee Compensation List dated as form of December 27Exhibit C attached hereto, 2005addressed to the Placement Agent and the Purchasers; (iv) if settlement of the Shares is not occurring via DVP in accordance with the last sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an opinion expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of Seller’s Counsel in substantially the form set forth on Exhibit Dsuch Purchaser; (v) a non-foreign certification Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to fifty percent (in form and substance reasonably satisfactory 50%) of such Purchaser’s Shares, with an exercise price equal to Buyer) that satisfies $0.60, subject to adjustment therein (such Warrant certificate may be delivered within three Trading Days of the requirements of Treasury Regulation section 1.1445-2(b)(2Closing Date);; and (vi) Closing Consents in such forms as are reasonably acceptable to Buyer the Prospectus and any other Seller Required Consent that Seller receives on or prior to the Closing; Prospectus Supplement (vii) a copy of the duly executed Notice related to Drug Establishment Registrations for Totowa Property in substantially the form set forth on Exhibit C-3 that will be transmitted by Seller on the Closing Date for filing with the FDA pursuant to Section 7.4; (viii) such applications and notices (in such forms as are reasonably acceptable to Buyer) that will be filed by Seller on or, as which may be reasonably practicable, following delivered in accordance with Rule 172 under the Closing Date with respect to those Governmental Permits that are being transferred to Buyer pursuant to Section 2.1(a)(viiSecurities Act); (ix) administrative passwords for all Purchased Assets, as applicable; (x) copies of all Business Documents, Systems and Information, including without limitation, the SOP’s; (xi) termination statements or other evidence (in a form reasonably acceptable to Buyer) that any liens identified on Schedule 4.11 have been released; (xii) if in Seller’s possession, the LNA with respect to the Transactions from the NJDEP; and (xiii) such other instruments of conveyance and transfer, in form reasonably satisfactory to Buyer and its counsel, as shall be necessary and effective to transfer and assign to, and vest in, Buyer all of Seller’s right, title and interest in and to the Purchased Assets. With respect to the items contemplated by clause (x) above, Buyer acknowledges that such items are maintained at the Totowa Property and, as such, shall be deemed delivered at the Closing. (b) Buyer On or prior to the Closing Date, each Purchaser shall deliver or cause to Sellerbe delivered to the Company the following: (i) this Agreement duly executed counterparts to the Transaction Documents to which it is a partyby such Purchaser; and (ii) immediately available funds equal to such other documents, instruments, certificates and agreements as may be reasonably required by Seller to consummate and give effect to the Transactions. (c) Buyer shall deliver the Purchase Price to Seller in accordance with Section 2.2. (d) Buyer shall deliver the Inventory Payment. (e) Buyer shall deliver the Milestone Payments. (f) Buyer shall deliver, if applicable, BuyerPurchaser’s pro rated portion of any property tax prepaid by Seller with respect to the period up to and including the Closing Date. Each of the payments contemplated to be delivered at the Closing by Buyer shall be made Subscription Amount by wire transfer of immediately available funds in accordance with instructions provided by Seller to Buyer prior or a certified check to the Closing Dateaccount specified in writing by the Company or as otherwise directed by the Placement Agent for delivery to the account of the Company.

Deliveries. At the Closing, subject to the satisfaction of the conditions set forth in Section 8 or Section 9, as applicable, (a) Seller On or prior to the Closing Date, the Company shall deliver, deliver or cause to be delivered, delivered to Buyereach Purchaser the following: (i) this Agreement duly executed counterparts to by the Transaction Documents to which each of Seller, Safeguard and the Landlord are partiesCompany; (ii) true and complete copies a legal opinion of Company Counsel, substantially in the duly executed Ancillary Agreements, certified form to be mutually agreed upon by an executive officer of Sellerthe parties hereto; (iii) an updated Employee Compensation Lista certificate evidencing a number of shares of Preferred Stock equal to such Purchaser’s Subscription Amount divided by the Stated Value, if necessary, to show changes to the information contained registered in the Employee Compensation List dated as name of December 27, 2005such Purchaser and evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (iv) a Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 33% of the number of Conversion Shares initially issuable to such Purchaser upon conversion of all of such Purchaser’s Preferred Stock, with an opinion of Seller’s Counsel in substantially exercise price equal to $0.1468, subject to adjustment as provided by the form set forth on Exhibit Dterms thereof; (v) a non-foreign certification (an escrow agreement in form and substance reasonably satisfactory to Buyer) that satisfies the requirements of Treasury Regulation section 1.1445Company and the Purchasers pursuant to which the Make-2(b)(2);Whole Payment shall be deposited; and (vi) Closing Consents in such forms as are reasonably acceptable to Buyer and any other Seller Required Consent that Seller receives on or prior to the Closing; Prospectus (vii) a copy of the duly executed Notice related to Drug Establishment Registrations for Totowa Property in substantially the form set forth on Exhibit C-3 that will be transmitted by Seller on the Closing Date for filing with the FDA pursuant to Section 7.4; (viii) such applications and notices (in such forms as are reasonably acceptable to Buyer) that will be filed by Seller on or, as which may be reasonably practicable, following delivered in accordance with Rule 172 under the Closing Date with respect to those Governmental Permits that are being transferred to Buyer pursuant to Section 2.1(a)(viiSecurities Act); (ix) administrative passwords for all Purchased Assets, as applicable; (x) copies of all Business Documents, Systems and Information, including without limitation, the SOP’s; (xi) termination statements or other evidence (in a form reasonably acceptable to Buyer) that any liens identified on Schedule 4.11 have been released; (xii) if in Seller’s possession, the LNA with respect to the Transactions from the NJDEP; and (xiii) such other instruments of conveyance and transfer, in form reasonably satisfactory to Buyer and its counsel, as shall be necessary and effective to transfer and assign to, and vest in, Buyer all of Seller’s right, title and interest in and to the Purchased Assets. With respect to the items contemplated by clause (x) above, Buyer acknowledges that such items are maintained at the Totowa Property and, as such, shall be deemed delivered at the Closing. (b) Buyer On or prior to the Closing Date, each Purchaser shall deliver or cause to Sellerbe delivered to the Company the following: (i) this Agreement duly executed counterparts by such Purchaser; (ii) an escrow agreement in form and substance reasonably satisfactory to the Transaction Documents Company and the Purchasers pursuant to which it is a partythe Make-Whole Payment shall be deposited; and (iiiii) such other documents, instruments, certificates and agreements as may be reasonably required by Seller to consummate and give effect to the Transactions. (c) Buyer shall deliver the Purchase Price to Seller in accordance with Section 2.2. (d) Buyer shall deliver the Inventory Payment. (e) Buyer shall deliver the Milestone Payments. (f) Buyer shall deliver, if applicable, BuyerPurchaser’s pro rated portion of any property tax prepaid by Seller with respect to the period up to and including the Closing Date. Each of the payments contemplated to be delivered at the Closing by Buyer shall be made Subscription Amount by wire transfer of immediately available funds in accordance with instructions provided by Seller to Buyer prior to the Closing Dateaccount as specified in writing by the Company, of which the Make-Whole Payment shall be deposited directly in the above-referenced escrow account.

Deliveries. At the Closing, subject to the satisfaction of the conditions set forth in Section 8 or Section 9, as applicable, (a) Seller On or prior to the Closing Date, the Company shall deliver, deliver or cause to be delivered, delivered to Buyereach Purchaser the following: (i) this Agreement duly executed counterparts to by the Transaction Documents to which each of Seller, Safeguard and the Landlord are partiesCompany; (ii) true legal opinion of Company Counsel with respect to U.S. laws and complete copies of securities matters (including, without limitation, a negative assurance letter or statement), each in form and substance reasonably acceptable to SRFC, the duly executed Ancillary AgreementsPlacement Agent, certified by an executive officer of Sellerand each Purchaser; (iii) an updated Employee Compensation Listfor each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, if necessary, a Pre-Funded Warrant registered in the name of such Purchaser to show changes purchase up to a number of shares of Common Stock equal to the information contained in portion of such Purchaser’s Subscription Amount applicable to the Employee Compensation List dated as of December 27Pre-Funded Warrant divided by the Per Share Purchase Price minus $0.0001, 2005with an exercise price equal to $0.0001, subject to adjustment therein; (iv) an opinion of Seller’s Counsel in substantially the form set forth on Exhibit D[intentionally omitted]; (v) a non-foreign certification (in form subject to the last sentence of Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and substance reasonably satisfactory to Buyer) that satisfies executed by the requirements of Treasury Regulation section 1.1445-2(b)(2)Chief Executive Officer or Chief Financial Officer; (vi) Closing Consents in such forms as are reasonably acceptable to Buyer and any other Seller Required Consent that Seller receives on or prior subject to the Closinglast sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (vii) a copy of the duly executed Notice related to Drug Establishment Registrations for Totowa Property Prospectus and Final Prospectus (delivered in substantially accordance with Rule 424(b) under the form set forth on Exhibit C-3 that will be transmitted by Seller on the Closing Date for filing with the FDA pursuant to Section 7.4;Securities Act). (viii) two (2)Common Warrants registered in the name of such applications and notices (in Purchaser, each to purchase up to a number of shares of Common Stock equal to 100% of Shares purchased by such forms as are reasonably acceptable Purchaser, with an exercise price equal to Buyer) that will be filed by Seller on or$[*], as may be reasonably practicable, following the Closing Date with respect subject to those Governmental Permits that are being transferred to Buyer pursuant to Section 2.1(a)(vii)adjustment therein; (ix) administrative passwords for all Purchased Assets, as applicable; (x) copies of all Business Documents, Systems and Information, including without limitation, the SOP’s; (xi) termination statements or other evidence (in a form reasonably acceptable to Buyer) that any liens identified on Schedule 4.11 have been released; (xii) if in Seller’s possession, the LNA with respect to the Transactions from the NJDEP; and (xiii) such other instruments of conveyance and transfer, in form reasonably satisfactory to Buyer and its counsel, as shall be necessary and effective to transfer and assign to, and vest in, Buyer all of Seller’s right, title and interest in and to the Purchased Assets. With respect to the items contemplated by clause (x) above, Buyer acknowledges that such items are maintained at the Totowa Property and, as such, shall be deemed delivered at the Closing. (b) Buyer On or prior to the Closing Date, each Purchaser shall deliver or cause to Sellerbe delivered to the Company the following: (i) this Agreement duly executed counterparts to the Transaction Documents to which it is a partyby such Pxxxxxxxx; and (ii) such other documentsPurchaser’s Subscription Amount, instruments, certificates and agreements as may be reasonably required by Seller to consummate and give effect to the Transactions. (c) Buyer shall deliver the Purchase Price to Seller in accordance with Section 2.2. (d) Buyer shall deliver the Inventory Payment. (e) Buyer shall deliver the Milestone Payments. (f) Buyer shall deliver, if applicable, Buyer’s pro rated portion of any property tax prepaid by Seller with respect to the period up to and including the Closing Date. Each of the payments contemplated to be delivered at the Closing by Buyer which shall be made by wire transfer of immediately available funds as set forth in accordance with instructions provided by Seller to Buyer prior to the Closing DateEscrow Agreement.

Deliveries. At the Closing, subject to the satisfaction of the conditions set forth in Section 8 or Section 9, as applicable, (a) Seller On or prior to the Closing Date, the Company shall deliver, deliver or cause to be delivered, delivered to Buyereach Purchaser the following: (i) this Agreement duly executed counterparts to by the Transaction Documents to which each of Seller, Safeguard and the Landlord are partiesCompany; (ii) true a legal opinion of Company Counsel, substantially in the form delivered to the Placement Agent and complete copies of reasonably acceptable to the duly executed Ancillary Agreements, certified by an executive officer of SellerPurchasers; (iii) an updated Employee Compensation Listthe Company shall have provided each Purchaser with the Company’s wire instructions, if necessary, to show changes to on Company letterhead and executed by the information contained in the Employee Compensation List dated as of December 27, 2005Chief Executive Officer or Chief Financial Officer; (iv) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an opinion expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of Seller’s Counsel in substantially the form set forth on Exhibit Dsuch Purchaser; (v) a non-foreign certification (Series R Warrant registered in form and substance reasonably satisfactory the name of such Purchaser to Buyer) that satisfies purchase up to a number of shares of Common Stock equal to 100% of the requirements sum of Treasury Regulation section 1.1445-2(b)(2)such Purchaser’s Shares plus the shares of Common Stock issuable upon exercise of such Purchaser’s Series S Warrant, if applicable, with an exercise price equal to $0.20, subject to adjustment therein; (vi) Closing Consents in such forms as are reasonably acceptable for those Purchasers purchasing Series S Warrants, Series S Warrants to Buyer and any other Seller Required Consent that Seller receives purchase the number of shares of Common Stock set forth on or prior to the ClosingPurchaser’s signature page hereto; (vii) a copy of the duly executed Notice related to Drug Establishment Registrations for Totowa Property in substantially the form set forth on Exhibit C-3 that will be transmitted by Seller on the Closing Date for filing with the FDA pursuant to Section 7.4; Prospectus and Prospectus Supplement (viii) such applications and notices (in such forms as are reasonably acceptable to Buyer) that will be filed by Seller on or, as which may be reasonably practicable, following delivered in accordance with Rule 172 under the Closing Date with respect to those Governmental Permits that are being transferred to Buyer pursuant to Section 2.1(a)(viiSecurities Act); (ix) administrative passwords for all Purchased Assets, as applicable; (x) copies of all Business Documents, Systems and Information, including without limitation, the SOP’s; (xi) termination statements or other evidence (in a form reasonably acceptable to Buyer) that any liens identified on Schedule 4.11 have been released; (xii) if in Seller’s possession, the LNA with respect to the Transactions from the NJDEP; and (xiii) such other instruments of conveyance and transfer, in form reasonably satisfactory to Buyer and its counsel, as shall be necessary and effective to transfer and assign to, and vest in, Buyer all of Seller’s right, title and interest in and to the Purchased Assets. With respect to the items contemplated by clause (x) above, Buyer acknowledges that such items are maintained at the Totowa Property and, as such, shall be deemed delivered at the Closing. (b) Buyer On or prior to the Closing Date, each Purchaser shall deliver or cause to Sellerbe delivered to the Company, the following: (i) this Agreement duly executed counterparts to the Transaction Documents to which it is a partyby such Purchaser; and (ii) such other documents, instruments, certificates and agreements as may be reasonably required by Seller to consummate and give effect to the Transactions. (c) Buyer shall deliver the Purchase Price to Seller in accordance with Section 2.2. (d) Buyer shall deliver the Inventory Payment. (e) Buyer shall deliver the Milestone Payments. (f) Buyer shall deliver, if applicable, BuyerPurchaser’s pro rated portion of any property tax prepaid by Seller with respect to the period up to and including the Closing Date. Each of the payments contemplated to be delivered at the Closing by Buyer Subscription Amount which shall be made by wire transfer of immediately available funds in accordance with instructions provided by Seller to Buyer prior to the Closing Dateaccount set forth in the Company’s wire instructions pursuant to Section 2.2(a)(iii).

Deliveries. At the Closing, subject to the satisfaction of the conditions set forth in Section 8 or Section 9, as applicable, (a) Seller On or prior to each Closing, the Company shall deliver, deliver or cause to be delivered, delivered to Buyerthe Purchaser the following: (i) as to the First Closing, this Agreement duly executed counterparts to by the Transaction Documents to which each of Seller, Safeguard and the Landlord are partiesCompany; (ii) true and complete copies of as to the First Closing, the Registration Rights Agreement duly executed Ancillary Agreements, certified by an executive officer of Sellerthe Company; (iii) an updated Employee Compensation List, if necessary, to show changes as to the information contained First Closing, a First Closing Debenture registered in the Employee Compensation List dated as name of December 27, 2005the Purchaser; (iv) an opinion of Seller’s Counsel in substantially as to the form set forth on Exhibit DFirst Closing, the Shares; (v) a non-foreign certification (in form and substance reasonably satisfactory to Buyer) that satisfies the requirements of Treasury Regulation section 1.1445-2(b)(2); (vi) Closing Consents in such forms as are reasonably acceptable to Buyer and any other Seller Required Consent that Seller receives on or prior to the First Closing; (vii) a copy , an irrevocable transfer agent letter to reserve the number of shares of Common Stock issuable upon conversion of the duly executed Notice related to Drug Establishment Registrations for Totowa Property in substantially the form set forth on Exhibit C-3 that will First Closing Debenture which letter shall be transmitted by Seller on the Closing Date for filing with the FDA pursuant to Section 7.4; (viii) such applications and notices (in such forms as are reasonably acceptable to Buyer) that will be filed by Seller on or, as may be reasonably practicable, following the Closing Date with respect to those Governmental Permits that are being transferred to Buyer pursuant to Section 2.1(a)(vii); (ix) administrative passwords for all Purchased Assets, as applicable; (x) copies of all Business Documents, Systems and Information, including without limitation, the SOP’s; (xi) termination statements or other evidence (in a form reasonably acceptable to Buyer) that any liens identified on Schedule 4.11 have been releasedthe Purchaser; (xiivi) if in Seller’s possession, the LNA with respect as to the Transactions from First Closing, an irrevocable instruction letter executed by the NJDEPCompany and the Transfer Agent for the issuance in book entry of the Shares registered in the name of the Purchaser; (vii) as to the Second Closing, a Second Closing Debenture registered in the name of the Purchaser; and (xiiiviii) such other instruments as to the Second Closing, an irrevocable transfer agent letter to reserve the number of conveyance and transfer, shares of Common Stock issuable upon conversion of the Second Closing Debenture which letter shall be in a form reasonably satisfactory to Buyer and its counsel, as shall be necessary and effective to transfer and assign to, and vest in, Buyer all of Seller’s right, title and interest in and acceptable to the Purchased Assets. With respect Purchaser; and (ix) as to the items contemplated Second Closing, a certificate duly executed by clause (x) abovethe Company’s chief executive officer in a form that is acceptable to the Purchaser, Buyer acknowledges stating that such items are maintained at no Material Adverse Event has occurred since the Totowa Property and, as such, shall be deemed delivered at First Closing and the ClosingCompany has not breached the terms of this Agreement or the First Closing Debenture. (b) Buyer On or prior to each Closing, the Purchaser shall deliver or cause to Sellerbe delivered to the Company the following: (i) as to the First Closing, this Agreement duly executed counterparts by the Purchaser; (ii) as to the Transaction Documents First Closing, the Registration Rights Agreement duly executed by the Purchaser; (iii) as to which it is a partythe First Closing, the First Closing Subscription Amount subject to the closing by wire transfer; and (iiiv) such other documents, instruments, certificates and agreements as may be reasonably required by Seller to consummate and give effect to the Transactions. (c) Buyer shall deliver Second Closing, the Purchase Price to Seller in accordance with Section 2.2. (d) Buyer shall deliver the Inventory Payment. (e) Buyer shall deliver the Milestone Payments. (f) Buyer shall deliver, if applicable, Buyer’s pro rated portion of any property tax prepaid by Seller with respect Second Closing Subscription Amount subject to the period up to and including the Closing Date. Each of the payments contemplated to be delivered at the Closing by Buyer shall be made closing by wire transfer of immediately available funds in accordance with instructions provided by Seller to Buyer prior to the Closing Datetransfer.

Deliveries. At the Closing, subject to the satisfaction of the conditions set forth in Section 8 or Section 9, as applicable, (a) Seller On or prior to the Closing Date, the Company shall deliver, deliver or cause to be delivered, delivered to Buyereach Purchaser the following: (i) this Agreement duly executed counterparts to by the Transaction Documents to which each of Seller, Safeguard and the Landlord are partiesCompany; (ii) true a legal opinion of Company Canadian Counsel, in a customary form reasonably acceptable to the Purchaser and complete copies of the duly executed Ancillary Agreements, certified by an executive officer of SellerPlacement Agent; (iii) an updated Employee Compensation Lista legal opinion of Company U.S. Counsel, if necessary, to show changes in a customary form reasonably acceptable to the information contained in Purchaser and the Employee Compensation List dated as of December 27, 2005Placement Agent; (iv) an opinion subject to the last sentence of SellerSection 2.1, the Company shall have provided each Purchaser with the Company’s Counsel in substantially the form set forth on Exhibit Dwire instructions; (v) subject to the last sentence of Section 2.1, a non-foreign certification copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser and free and clear of all restrictive and other legends; (vi) the U.S. Prospectus and U.S. Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act); (vii) a Warrant registered in the name of such Purchaser to purchase up to a number of Common Shares equal to 50% of such Purchaser’s Shares determined in accordance with 2.2(a)(v), with an exercise price equal to $0.80 per Warrant Share, subject to adjustment therein (such Warrant certificate with a wet signature may be delivered within two Trading Days of the Closing Date); (viii) Officer’s Certificate, in a customary form and substance reasonably satisfactory to Buyer) that satisfies the requirements of Treasury Regulation section 1.1445-2(b)(2); (vi) Closing Consents in such forms as are reasonably acceptable to Buyer Purchasers and any other Seller Required Consent that Seller receives on or prior to the Closing; (vii) a copy of the duly executed Notice related to Drug Establishment Registrations for Totowa Property in substantially the form set forth on Exhibit C-3 that will be transmitted by Seller on the Closing Date for filing with the FDA pursuant to Section 7.4; (viii) such applications and notices (in such forms as are reasonably acceptable to Buyer) that will be filed by Seller on or, as may be reasonably practicable, following the Closing Date with respect to those Governmental Permits that are being transferred to Buyer pursuant to Section 2.1(a)(vii)Placement Agent; (ix) administrative passwords for all Purchased AssetsSecretary’s Certificate, as applicable;in a customary form and substance reasonably satisfactory to the Purchasers and the Placement Agent; and (x) copies of all Business Documents, Systems and Information, including without limitation, the SOP’s; (xi) termination statements or other evidence (in a form reasonably acceptable to Buyer) that any liens identified on Schedule 4.11 have been released; (xii) if in Seller’s possession, the LNA with respect to the Transactions from the NJDEP; and (xiii) such other instruments of conveyance and transfer, in form reasonably satisfactory to Buyer and its counsel, as shall be necessary and effective to transfer and assign to, and vest in, Buyer all of Seller’s right, title and interest in and to the Purchased Assets. With respect to the items contemplated by clause (x) above, Buyer acknowledges that such items are maintained at the Totowa Property and, as such, shall be deemed delivered at the ClosingLock-Up Agreements. (b) Buyer On or prior to the Closing Date, each Purchaser shall deliver or cause to Sellerbe delivered to the Company the following: (i) this Agreement duly executed counterparts to the Transaction Documents to which it is a partyby such Purchaser; and (ii) such other documentsPurchaser’s Subscription Amount, instruments, certificates and agreements as may be reasonably required by Seller to consummate and give effect to the Transactions. (c) Buyer shall deliver the Purchase Price to Seller in accordance with Section 2.2. (d) Buyer shall deliver the Inventory Payment. (e) Buyer shall deliver the Milestone Payments. (f) Buyer shall deliver, if applicable, Buyer’s pro rated portion of any property tax prepaid by Seller with respect to the period up to and including the Closing Date. Each of the payments contemplated to be delivered at the Closing by Buyer which shall be made by wire transfer of immediately available funds in accordance for “Delivery Versus Payment” settlement with instructions provided by Seller to Buyer prior to the Closing DateCompany or its designees.

Deliveries. At the Closing, subject to the satisfaction of the conditions set forth in Section 8 or Section 9, as applicable, (a) Seller On or prior to the Closing Date (except as indicated below), the Company shall deliver, deliver or cause to be delivered, delivered to Buyereach Purchaser the following: (i) this Agreement duly executed counterparts to by the Transaction Documents to which each of Seller, Safeguard and the Landlord are partiesCompany; (ii) true and complete copies of the duly executed Ancillary Agreements, certified by an executive officer of Seller; (iii) an updated Employee Compensation List, if necessary, to show changes to the information contained in the Employee Compensation List dated as of December 27, 2005; (iv) an a legal opinion of Seller’s Company US Counsel in substantially the form set forth on Exhibit D; (v) a non-foreign certification (in form and substance reasonably satisfactory to Buyer) that satisfies the requirements of Treasury Regulation section 1.1445-2(b)(2); (vi) Closing Consents in such forms as are reasonably acceptable to Buyer and any other Seller Required Consent that Seller receives on or prior to the Closing; (vii) a copy of the duly executed Notice related to Drug Establishment Registrations for Totowa Property in substantially the form set forth on Exhibit C-3 that will be transmitted by Seller on the Closing Date for filing with the FDA pursuant to Section 7.4; (viii) such applications and notices (in such forms as are reasonably acceptable to Buyer) that will be filed by Seller on orCompany Canada Counsel, as may be reasonably practicable, following the Closing Date with respect to those Governmental Permits that are being transferred to Buyer pursuant to Section 2.1(a)(vii); (ix) administrative passwords for all Purchased Assets, as applicable; (x) copies of all Business Documents, Systems and Information, including without limitation, the SOP’s; (xi) termination statements or other evidence (in a form reasonably acceptable to Buyer) that any liens identified on Schedule 4.11 have been releasedthe Placement Agent and Purchasers; (xiiiii) if in Seller’s possessionsubject to the seventh sentence of Section 2.1, the LNA Company shall have provided each Purchaser with respect the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the Transactions from seventh sentence of Section 2.1, a copy of the NJDEPirrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (v) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of Common Shares equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price, with an exercise price equal to $0.0001, subject to adjustment therein; (vi) a Common Warrant registered in the name of such Purchaser to purchase up to a number of Common Shares equal to 200% of such Purchaser’s Shares and the Pre-Funded Warrants, with an exercise price equal to $1.10, subject to adjustment therein; (vii) on the date hereof, the duly executed Lock-Up Agreements; and (xiiiviii) such other instruments of conveyance the Preliminary Prospectus and transfer, the Prospectus (which may be delivered in form reasonably satisfactory to Buyer and its counsel, as shall be necessary and effective to transfer and assign to, and vest in, Buyer all of Seller’s right, title and interest in and to accordance with Rule 172 under the Purchased Assets. With respect to the items contemplated by clause (x) above, Buyer acknowledges that such items are maintained at the Totowa Property and, as such, shall be deemed delivered at the ClosingSecurities Act). (b) Buyer On or prior to the Closing Date, each Purchaser shall deliver or cause to Sellerbe delivered to the Company the following: (i) this Agreement duly executed counterparts to the Transaction Documents to which it is a partyby such Xxxxxxxxx; and (ii) such other documentsPurchaser’s Subscription Amount, instruments, certificates and agreements as may be reasonably required by Seller to consummate and give effect to the Transactions. (c) Buyer shall deliver the Purchase Price to Seller in accordance with Section 2.2. (d) Buyer shall deliver the Inventory Payment. (e) Buyer shall deliver the Milestone Payments. (f) Buyer shall deliver, if applicable, Buyer’s pro rated portion of any property tax prepaid by Seller with respect to the period up to and including the Closing Date. Each of the payments contemplated to be delivered at the Closing by Buyer which shall be made by wire transfer of immediately available funds in accordance for “Delivery Versus Payment” settlement with instructions provided by Seller to Buyer prior the Company or its designee, as to the Closing DateShares, and which shall be wired directly to the Company as to the Pre-Funded Warrants.

Deliveries. At the Closing, subject to the satisfaction of the conditions set forth in Section 8 or Section 9, as applicable, (a) Seller On or prior to the Closing Date, the Company shall deliver, deliver or cause to be delivered, delivered to Buyereach Purchaser the following: (i) this Agreement duly executed counterparts to by the Transaction Documents to which each of Seller, Safeguard and the Landlord are partiesCompany; (ii) true and complete copies a legal opinion of the duly executed Ancillary AgreementsCompany Counsel, certified by an executive officer of Seller; (iii) an updated Employee Compensation List, if necessary, to show changes directed to the information contained in Placement Agent and the Employee Compensation List dated as of December 27Purchasers, 2005; (iv) an opinion of Seller’s Counsel in substantially the form set forth on Exhibit D; (v) a non-foreign certification (in form and substance reasonably satisfactory to Buyer) that satisfies the requirements of Treasury Regulation section 1.1445-2(b)(2); (vi) Closing Consents in such forms as are reasonably acceptable to Buyer and any other Seller Required Consent that Seller receives on or prior to the Closing; (vii) a copy of the duly executed Notice related to Drug Establishment Registrations for Totowa Property in substantially the form set forth on Exhibit C-3 that will be transmitted by Seller on the Closing Date for filing with the FDA pursuant to Section 7.4; (viii) such applications and notices (in such forms as are reasonably acceptable to Buyer) that will be filed by Seller on or, as may be reasonably practicable, following the Closing Date with respect to those Governmental Permits that are being transferred to Buyer pursuant to Section 2.1(a)(vii); (ix) administrative passwords for all Purchased Assets, as applicable; (x) copies of all Business Documents, Systems and Information, including without limitation, the SOP’s; (xi) termination statements or other evidence (in a form reasonably acceptable to Buyer) that any liens identified on Schedule 4.11 have been releasedthe Placement Agent and Purchasers; (xiiiii) if in Sellerthe Company shall have provided each Purchaser with the Company’s possessionwire instructions, on Company letterhead and executed by the LNA with respect Chief Executive Officer or Chief Financial Officer; 4815-3635-3480.3 (iv) the Lock-Up Agreement; (v) subject to the Transactions from last sentence of Section 2.1, a copy of the NJDEPirrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (vi) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to the Pre-Funded Warrants divided by the per Pre-Funded Warrant Purchase Price, with an exercise price equal to $0.001, subject to adjustment therein; and (xiiivii) such other instruments of conveyance and transfer, the Prospectus (which may be delivered in form reasonably satisfactory to Buyer and its counsel, as shall be necessary and effective to transfer and assign to, and vest in, Buyer all of Seller’s right, title and interest in and to accordance with Rule 172 under the Purchased Assets. With respect to the items contemplated by clause (x) above, Buyer acknowledges that such items are maintained at the Totowa Property and, as such, shall be deemed delivered at the ClosingSecurities Act). (b) Buyer On or prior to the Closing Date, each Purchaser shall deliver or cause to Sellerbe delivered to the Company the following: (i) this Agreement duly executed counterparts to the Transaction Documents to which it is a partyby such Purchaser; and (ii) such other documentsPurchaser’s Subscription Amount, instruments, certificates and agreements as may be reasonably required by Seller to consummate and give effect to the Transactions. (c) Buyer shall deliver the Purchase Price to Seller in accordance with Section 2.2. (d) Buyer shall deliver the Inventory Payment. (e) Buyer shall deliver the Milestone Payments. (f) Buyer shall deliver, if applicable, Buyer’s pro rated portion of any property tax prepaid by Seller with respect to the period up to and including the Closing Date. Each of the payments contemplated to be delivered at the Closing by Buyer which shall be made by wire transfer of immediately available funds in accordance for DVP settlement with instructions provided by Seller to Buyer prior to the Closing DateCompany or its designees.

Deliveries. At the Closing, subject to the satisfaction of the conditions set forth in Section 8 or Section 9, as applicable, (a) Seller On or prior to the Closing Date, the Company shall deliver, deliver or cause to be delivered, delivered to Buyereach Purchaser the following: (i) this Agreement duly executed counterparts to by the Transaction Documents to which each of Seller, Safeguard and the Landlord are partiesCompany; (ii) true a legal opinion of Company Israeli Counsel, in form acceptable to the Placement Agent and complete copies of the duly executed Ancillary Agreements, certified by an executive officer of SellerPurchasers; (iii) an updated Employee Compensation Lista legal opinion of Company U.S. Counsel, if necessary, to show changes in form acceptable to the information contained in Placement Agent and the Employee Compensation List dated as of December 27, 2005Purchasers; (iv) an opinion of Sellerthe Company shall have provided each Purchaser in writing with the Company’s Counsel in substantially wire instructions, on Company letterhead and executed by the form set forth on Exhibit DChief Executive Officer or Chief Financial Officer; (v) subject to the fifth sentence of Section 2.1, a non-foreign certification copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in form and substance reasonably satisfactory to Buyer) that satisfies the requirements name of Treasury Regulation section 1.1445-2(b)(2)such Purchaser; (vi) Closing Consents a Warrant registered in the name of such forms as are reasonably acceptable Purchaser to Buyer and any other Seller Required Consent that Seller receives on or prior purchase up to the Closinga number of Ordinary Shares equal to 100% of such Purchaser’s Shares, with an exercise price equal to $1.925 per Ordinary Share, subject to adjustment therein; (vii) a copy of the duly executed Notice related to Drug Establishment Registrations for Totowa Property in substantially notice filed by the form set forth on Exhibit C-3 that will be transmitted by Seller on the Closing Date for filing Company with the FDA pursuant to Section 7.4;IIA in connection with the transactions contemplatd hereby; and (viii) such applications the Prospectus and notices Prospectus Supplement (in such forms as are reasonably acceptable to Buyer) that will be filed by Seller on or, as which may be reasonably practicable, following delivered in accordance with Rule 172 under the Closing Date with respect to those Governmental Permits that are being transferred to Buyer pursuant to Section 2.1(a)(viiSecurities Act); (ix) administrative passwords for all Purchased Assets, as applicable; (x) copies of all Business Documents, Systems and Information, including without limitation, the SOP’s; (xi) termination statements or other evidence (in a form reasonably acceptable to Buyer) that any liens identified on Schedule 4.11 have been released; (xii) if in Seller’s possession, the LNA with respect to the Transactions from the NJDEP; and (xiii) such other instruments of conveyance and transfer, in form reasonably satisfactory to Buyer and its counsel, as shall be necessary and effective to transfer and assign to, and vest in, Buyer all of Seller’s right, title and interest in and to the Purchased Assets. With respect to the items contemplated by clause (x) above, Buyer acknowledges that such items are maintained at the Totowa Property and, as such, shall be deemed delivered at the Closing. (b) Buyer On or prior to the Closing Date, each Purchaser shall deliver or cause to Sellerbe delivered to the Company the following: (i) this Agreement duly executed counterparts to the Transaction Documents to which it is a party; andby such Purchaser; (ii) such other documentsPurchaser’s Subscription Amount, instruments, certificates which shall be made available for DVP settlement with the Company or its designee; and (iii) solely with respect to a non-Israeli Purchaser purchasing 5% or more of the Company’s issued and agreements as may be reasonably required by Seller to consummate and give effect outstanding share capital (subject to the Transactions. (c) Buyer shall deliver the Purchase Price to Seller in accordance with Section 2.2. (d) Buyer shall deliver the Inventory Payment. (e) Buyer shall deliver the Milestone Payments. (f) Buyer shall deliverBeneficial Ownership Blocker, if applicable), Buyersuch Purchaser’s pro rated portion of any property tax prepaid by Seller with respect to the period up to and including the Closing Date. Each duly executed copy of the payments contemplated undertaking to be delivered at IIA, in the Closing by Buyer shall be made by wire transfer of immediately available funds in accordance with instructions form previously provided by Seller to Buyer prior to the Closing Datesuch Purchaser.

Deliveries. At the Closing, subject to the satisfaction of the conditions set forth in Section 8 or Section 9, as applicable, (a) Seller On or prior to the Closing Date, the Company shall deliver, deliver or cause to be delivered, delivered to Buyereach Purchaser the following: (i) this Agreement duly executed counterparts to by the Transaction Documents to which each of Seller, Safeguard and the Landlord are partiesCompany; (ii) true legal opinions and complete copies negative assurance letters of U.S. Company Counsel, Israeli Company Counsel and the duly executed Ancillary Agreements, certified by an executive officer of SellerCompany’s IP Counsel in forms reasonably acceptable to the Placement Agent and the Purchasers; (iii) an updated Employee Compensation Listsubject to the penultimate sentence of Section 2.1, if necessarysuch Purchaser is acquiring Class A Units, to show changes a copy of the irrevocable instructions to the information contained in Depositary instructing the Employee Compensation List dated as Depositary to deliver contemporaneously with the Closing via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) a number of December 27ADSs equal to such Purchaser’s Subscription Amount divided by the Per Unit Purchase Price, 2005per the instructions of such Purchaser or the Placement Agent; (iv) to each Purchaser that will receive any Class B Units in lieu of Class A Units pursuant to Section 2.1, Series B Warrants, each registered in the name of such Purchaser to purchase one (1) ADS, with an opinion exercise price equal to $0.01 per ADS, such Series B Warrants exercisable in the aggregate for a total number of SellerADSs equal to the difference between (A) such Purchaser’s Counsel in substantially Subscription Amount divided by the form set forth on Exhibit DPer Unit Purchase Price and (B) the number of Class A Units issuable to such Purchaser under Section 2.2(a)(iii) (such Series B Warrant may be delivered within three Trading Days of the Closing Date); (v) a nonsuch number of Series A Warrants equal to the number of ADSs to be delivered in accordance with sub-foreign certification Section (iii) above (plus the number of Series A Warrants equal to the number of ADSs underlying Series B Warrants to be delivered in accordance with sub-Section (iv) above); (vi) on the Closing Date, the duly executed and delivered Secretary’s Certificate, in form and substance reasonably satisfactory to Buyer) that satisfies the requirements of Treasury Regulation section 1.1445-2(b)(2); (vi) Closing Consents in such forms as are reasonably acceptable to Buyer and any other Seller Required Consent that Seller receives on or prior all respects to the ClosingPlacement Agent; (vii) a copy 90-day lock-up agreement from each of the duly executed Notice related to Drug Establishment Registrations for Totowa Property in substantially the form set forth on Exhibit C-3 that will be transmitted by Seller on the Closing Date for filing with the FDA pursuant to Section 7.4; (viii) such applications and notices (in such forms as are reasonably acceptable to Buyer) that will be filed by Seller on orCompany’s directors, as may be reasonably practicableofficers, following the Closing Date with respect to those Governmental Permits that are being transferred to Buyer pursuant to Section 2.1(a)(vii); (ix) administrative passwords for all Purchased Assets, as applicable; (x) copies of all Business Documents, Systems and Information, including without limitation, the SOP’s; (xi) termination statements or other evidence (in a form reasonably acceptable to Buyer) that any liens identified on Schedule 4.11 have been released; (xii) if in Seller’s possession, the LNA with respect to the Transactions from the NJDEPPlacement Agent; and (xiiiviii) such other instruments of conveyance the Preliminary Prospectus and transfer, Prospectus (which may be delivered in form reasonably satisfactory to Buyer and its counsel, as shall be necessary and effective to transfer and assign to, and vest in, Buyer all of Seller’s right, title and interest in and to accordance with Rule 172 under the Purchased Assets. With respect to the items contemplated by clause (x) above, Buyer acknowledges that such items are maintained at the Totowa Property and, as such, shall be deemed delivered at the ClosingSecurities Act). (b) Buyer On or prior to the Closing Date, each Purchaser shall deliver or cause to Sellerbe delivered to the Company, the following: (i) this Agreement duly executed counterparts to the Transaction Documents to which it is a partyby such Purchaser; and (ii) such other documents, instruments, certificates and agreements as may be reasonably required by Seller to consummate and give effect to the Transactions. Purchaser’s Subscription Amount (c) Buyer shall deliver the Purchase Price to Seller in accordance with Section 2.2. (d) Buyer shall deliver the Inventory Payment. (e) Buyer shall deliver the Milestone Payments. (f) Buyer shall deliverless, if applicable, Buyer’s pro rated portion of any property tax prepaid by Seller with respect to the period up to and including the Closing Date. Each aggregate exercise price of the payments contemplated Series B Warrants issuable to be delivered at the Closing by Buyer such Purchaser hereunder), which shall be made by wire transfer of immediately available funds in accordance for “Delivery Versus Payment” settlement with instructions provided by Seller to Buyer prior to the Closing DateCompany.