Common use of Organization, Qualification and Corporate Power Clause in Contracts

Organization, Qualification and Corporate Power. Each of Mediconsult and its Subsidiaries is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation. Each of Mediconsult and its Subsidiaries is duly authorized to conduct business and is in good standing under the laws of each jurisdiction where such qualification is required, except where the lack of such qualification would not have a material adverse effect on the business, operations, results of operations, assets, liabilities or financial condition of Mediconsult or Physicians' Online, or on the ability of the Parties to consummate the transactions contemplated by this Agreement (a "Mediconsult Material Adverse Effect"); it being understood, however, that Mediconsult's continuing to incur losses, as long as such losses are in the Ordinary Course of Business, shall not, alone, be deemed to be a Mediconsult Material Adverse Effect. Each of Mediconsult and its Subsidiaries has full corporate power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. Mediconsult has delivered or made available to Andrx a true and correct copy of the certificate or articles of incorporation, as amended, and bylaws, as amended, and any other charter or organizational documents, each as amended, of Mediconsult and each of its Subsidiaries. Neither Mediconsult nor any of its Subsidiaries is in violation of any of the provisions of its certificate or articles of incorporation or bylaws or other charter or organizational documents, each as amended. Mediconsult is the owner of all outstanding shares of capital stock or voting securities of each of its Subsidiaries, except for Pharma Marketing, LLC, which is 35% owned by Mediconsult, and all such shares and voting securities are duly authorized, validly issued, fully paid and nonassessable. All of the outstanding shares of capital stock and voting securities of each such Subsidiary are owned by Mediconsult, free and clear of all Security Interests or rights of others. There are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements of any character relating to the issued or unissued capital stock or other securities of any such Subsidiary, or otherwise obligating Mediconsult or any such Subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. The Disclosure Schedule sets forth all of Mediconsult's Subsidiaries. Mediconsult does not directly or indirectly own any equity or similar interest in, or any interest convertible or exchangeable or exercisable for, any equity or similar interest in, any other corporation, partnership, joint venture or other business association or entity.

Organization, Qualification and Corporate Power. Each of Mediconsult the Company and its Subsidiaries is a corporation corporation, or limited liability company, duly formed or organized, as the case may be, validly existing, and in good standing Good Standing under the laws of the jurisdiction of its incorporationincorporation or formation. Each of Mediconsult the Company and its Subsidiaries is duly authorized to conduct business and is in good standing Good Standing under the laws of each jurisdiction where such qualification is required, except where the lack of such qualification failure to be so qualified or in Good Standing would not have a material adverse effect on the business, operations, results of operations, assets, liabilities Company or financial condition of Mediconsult or Physicians' Online, or on the ability of the Parties to consummate the transactions contemplated by this Agreement (a "Mediconsult Material Adverse Effect"); it being understood, however, that Mediconsult's continuing to incur losses, as long as such losses are in the Ordinary Course of Business, shall not, alone, be deemed to be a Mediconsult Material Adverse Effectits Subsidiaries. Each of Mediconsult the Company and its Subsidiaries has full corporate corporate, or limited liability company, power and authority and all licenses, permits, and authorizations necessary to carry on the businesses in which it is engaged and to own and use the properties owned and used by it, except where the failure to have any such licenses, permits or authorizations would not have a material adverse effect on the Company or its Subsidiaries. Mediconsult Section 4(a) of the Disclosure Schedule lists the directors and officers of each of the Company and its Subsidiaries. The Company has delivered or made available to Andrx a true the Buyer correct and correct copy complete copies of the certificate or articles Organizational Documents of incorporationeach of the Company and its Subsidiaries. The minute books (containing the records of meetings of the stockholders, as amended, and bylaws, as amendedthe board of directors, and any other charter committees of the board of directors), the stock certificate books, and the stock record books (or organizational documents, each as amended, similar books and records for any of Mediconsult and the Company's Subsidiaries which is not a corporation) of each of the Company and its SubsidiariesSubsidiaries are correct and complete. Neither Mediconsult nor any None of the Company and its Subsidiaries is in default under or in violation of any provision of its Organizational Documents. The Company has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the provisions of Company, enforceable in accordance with its certificate or articles of incorporation or bylaws terms and conditions, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or other charter similar laws affecting or organizational documents, each as amended. Mediconsult is the owner of all outstanding shares of capital stock or voting securities of each of its Subsidiaries, except for Pharma Marketing, LLC, which is 35% owned by Mediconsultrelating to creditors' rights generally, and all such shares and voting securities are duly authorized, validly issued, fully paid and nonassessable. All of the outstanding shares of capital stock and voting securities of each such Subsidiary are owned by Mediconsult, free and clear of all Security Interests or rights of others. There are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements of any character relating to the issued or unissued capital stock or other securities of any such Subsidiary, or otherwise obligating Mediconsult or any such Subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. The Disclosure Schedule sets forth all of Mediconsult's Subsidiaries. Mediconsult does not directly or indirectly own any equity or similar interest in, or any interest convertible or exchangeable or exercisable for, any equity or similar interest in, any other corporation, partnership, joint venture or other business association or entitygeneral equitable principles.

Organization, Qualification and Corporate Power. Each of Mediconsult Xxxxxx and its Subsidiaries is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation. Each of Mediconsult Xxxxxx and its Subsidiaries is duly authorized to conduct business and is in good standing under the laws of each jurisdiction where such qualification is required, except where the lack of such qualification would not have a material adverse effect on the business, operations, results of operations, assets, liabilities or financial condition of Mediconsult or Physicians' Online, or on the ability of the Parties to consummate the transactions contemplated by this Agreement (a "Mediconsult Material Adverse Effect"); it being understood, however, that Mediconsult's continuing to incur losses, as long as such losses are in the Ordinary Course of Business, shall not, alone, be deemed to be a Mediconsult Material Adverse Effect. Each of Mediconsult Xxxxxx and its Subsidiaries has full corporate power and authority and all licenses, permits and authorizations necessary to carry on the businesses in which it is engaged and engaged, to own and use the properties owned and used by itit and to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the Merger and the transactions contemplated thereby. Mediconsult has delivered or made available to Andrx a true and correct copy Section 4.01 of the certificate or articles Xxxxxx Disclosure Schedule lists the directors and officers of incorporation, as amended, Xxxxxx and bylaws, as amended, and any other charter or organizational documents, each as amended, of Mediconsult and each of its Subsidiaries. Neither Mediconsult nor any Except as set forth on Section 4.01 of the Xxxxxx Disclosure Schedule, each of Xxxxxx and its Subsidiaries is in violation of any of the provisions of its certificate or articles of incorporation or bylaws or other charter or organizational documents, each as amended. Mediconsult is the owner of all outstanding shares of capital stock or voting securities of each of its Subsidiaries, except for Pharma Marketing, LLC, which is 35% owned by Mediconsult, and all such shares and voting securities are duly authorized, validly issued, fully paid and nonassessable. All of the outstanding shares of capital stock and voting securities of each such Subsidiary are owned by Mediconsult, free and clear of all Security Interests or rights of others. There are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements of any character relating to the issued or unissued capital stock or other securities of any such Subsidiary, or otherwise obligating Mediconsult or any such Subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. The Disclosure Schedule sets forth all of Mediconsult's Subsidiaries. Mediconsult does not directly or indirectly own have and never has had any equity or similar interest in, or ownership interests in any interest convertible or exchangeable or exercisable for, any equity or similar interest in, any other corporation, partnership, joint venture venture, limited liability company or other business association legal entity. The execution and delivery of this Agreement by Xxxxxx and the other agreements, documents and instruments executed in connection herewith to which Xxxxxx is a party and the consummation by Xxxxxx of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of Xxxxxx are necessary to authorize this Agreement or entitysuch other agreements, documents and instruments or to consummate the Merger and the transactions contemplated thereby (other than the filing and recordation of the Articles of Merger with the Secretary as required by Delaware Law). The Agreement and the other agreements, documents and instruments executed in connection herewith to which Xxxxxx is a party has been duly and validly executed and delivered by Xxxxxx and constitute a legal, valid and binding obligation of Xxxxxx, enforceable against Xxxxxx in accordance with their respective terms. The minute books (containing the records of meetings of the stockholders, the board of directors, and any committees of the board of directors), the stock certificate books, and the stock record books of each of Xxxxxx and its Subsidiaries are correct and complete. None of Xxxxxx and its Subsidiaries is in default under or in violation of any provision of its charter or bylaws.

Organization, Qualification and Corporate Power. Each of Mediconsult and its Subsidiaries (a) The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Tennessee. The Company is qualified and in good standing to transact business in each jurisdiction in which such qualification is required by Law, except where the failure to be so qualified would not have a Material Adverse Effect. The Company has all requisite corporate power and corporate authority to carry on its business as now conducted and to own or lease and to operate its Assets as such Assets are now owned, leased or operated. Section 4.1 of its incorporationthe Disclosure Schedule sets forth each jurisdiction in which the Company is qualified to do business as a foreign corporation. True, correct and complete copies of the charter and bylaws of the Company have been provided by Seller to Buyer, and such copies include all amendments, modifications and supplements thereto. (b) Each of Mediconsult Xxxxx’x Roadhouse of Texas, Inc. and its Subsidiaries Xxxxx’x Roadhouse of Kansas, Inc. (each, a “Subsidiary” and, collectively, the “Subsidiaries”) is a wholly owned subsidiary of the Company, and is duly authorized to conduct business organized, validly existing and is in good standing under the laws of its respective state of formation. Each Subsidiary has all requisite corporate power and corporate authority to carry on its business as now conducted and to own or lease and to operate all properties and assets necessary to operate the business of the Subsidiary as currently conducted (the “Subsidiary Assets”). Each Subsidiary is duly qualified or licensed to do business, and is in good standing in each jurisdiction where in which the nature of its activities makes such qualification is requiredor licensing necessary, except where to the lack of extent such qualification would failures to be duly qualified, licensed or in good standing could not reasonably be expected to have a material adverse effect on the business, operations, results of operations, assets, liabilities or financial condition of Mediconsult or Physicians' Online, or on the ability of the Parties to consummate the transactions contemplated by this Agreement (a "Mediconsult Material Adverse Effect"); it being understood, however, that Mediconsult's continuing to incur losses, as long as such losses are in the Ordinary Course of Business, shall not, alone, be deemed to be a Mediconsult Material Adverse Effect. Each of Mediconsult True, correct and its Subsidiaries has full corporate power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. Mediconsult has delivered or made available to Andrx a true and correct copy complete copies of the certificate or articles charter and bylaws of incorporation, as amendedeach Subsidiary have been provided by Seller to Buyer, and bylawssuch copies include all amendments, as amendedmodifications and supplements thereto. (c) Except for the Subsidiaries, the Company does not have any subsidiaries and any other charter does not own or organizational documentscontrol, each as amendeddirectly or indirectly, of Mediconsult and each of its Subsidiaries. Neither Mediconsult nor any of its Subsidiaries is in violation of any of the provisions capital stock of its certificate or articles any Person. There are no outstanding contractual obligations of incorporation or bylaws or other charter or organizational documents, each as amended. Mediconsult is the owner of all outstanding Company to acquire any shares of capital stock or voting securities of each of its Subsidiaries, except for Pharma Marketing, LLC, which is 35% owned by Mediconsult, and all such shares and voting securities are duly authorized, validly issued, fully paid and nonassessable. All of the outstanding shares of capital stock and voting securities of each such Subsidiary are owned by Mediconsult, free and clear of all Security Interests or rights of others. There are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements ownership interest of any character relating to Person and the issued Company does not have any investment (either debt or unissued capital stock or other securities of any such Subsidiaryequity), or otherwise obligating Mediconsult or commitments to make such an investment, in any such Subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. The Disclosure Schedule sets forth all of Mediconsult's Subsidiaries. Mediconsult does not directly or indirectly own any equity or similar interest in, or any interest convertible or exchangeable or exercisable for, any equity or similar interest in, any other corporation, partnership, joint venture or other business association or entityPerson.

Organization, Qualification and Corporate Power. Acquiror is a corporation duly organized, validly existing and in good standing under the laws of Pennsylvania. Each of Mediconsult and its Acquiror's Subsidiaries is a corporation duly organized, validly existing, existing and in good standing under the laws of the its jurisdiction of its incorporation. Each of Mediconsult Acquiror and its Subsidiaries is duly authorized to conduct business and is qualified as a foreign corporation and in good standing under the laws of each jurisdiction where such qualification is required, except where the lack of such qualification or failure to be in good standing would not reasonably be expected to have a material adverse effect on the business, operations, financial condition (including Cash on Hand) or results of operations, assets, liabilities or financial condition operations of Mediconsult or Physicians' Online, Acquiror and its Subsidiaries taken as a whole or on the ability of the Parties Acquiror to consummate the transactions contemplated by this Agreement (a an "Mediconsult Acquiror Material Adverse Effect"); it being understood, however, that Mediconsult's continuing to incur losses, as long as such losses are in the Ordinary Course of Business, shall not, alone, be deemed to be a Mediconsult Material Adverse Effect. Each of Mediconsult Acquiror and its Subsidiaries has full corporate power and authority corporate authority, and all foreign, federal, state and local governmental permits, licenses and consents, required to carry on the businesses in which it is engaged and to own and use the properties owned and used by it, except for such permits, licenses and consents the failure of which to have would not reasonably be expected to have an Acquiror Material Adverse Effect. Mediconsult Acquiror does not own any equity interest in any corporation, partnership, limited liability company, joint venture or other legal entity other than those listed in § 3(a) of the Acquiror Disclosure Letter accompanying this Agreement (the "Acquiror Disclosure Letter"). The jurisdiction of incorporation of each Subsidiary of Acquiror is listed in § 3(a) of the Acquiror Disclosure Letter. Acquiror has delivered or made available to Andrx Company a true true, complete and correct copy of the certificate or articles of incorporation, as amended, incorporation (or comparable charter document) and bylaws, as amended, and any other charter or organizational documentsby-laws, each as amendedamended to date, of Mediconsult Acquiror and each all of its Subsidiaries. Neither Mediconsult Acquiror nor any of its Subsidiaries is in violation of any of the provisions provision of its certificate or articles of incorporation (or bylaws comparable charter document) or other charter or organizational documents, each as amended. Mediconsult is the owner of all outstanding shares of capital stock or voting securities of each of its Subsidiaries, except for Pharma Marketing, LLC, which is 35% owned by Mediconsult, and all such shares and voting securities are duly authorized, validly issued, fully paid and nonassessable. All of the outstanding shares of capital stock and voting securities of each such Subsidiary are owned by Mediconsult, free and clear of all Security Interests or rights of others. There are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements of any character relating to the issued or unissued capital stock or other securities of any such Subsidiary, or otherwise obligating Mediconsult or any such Subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. The Disclosure Schedule sets forth all of Mediconsult's Subsidiaries. Mediconsult does not directly or indirectly own any equity or similar interest in, or any interest convertible or exchangeable or exercisable for, any equity or similar interest in, any other corporation, partnership, joint venture or other business association or entityby-laws.

Organization, Qualification and Corporate Power. Each of Mediconsult and its Subsidiaries (a) CDMC is a corporation duly organizedincorporated, validly existing, existing and in good standing under the laws of the jurisdiction state of its incorporation. Each of Mediconsult and its Subsidiaries is duly authorized Delaware, and, to conduct business and is in good standing under the laws knowledge of each jurisdiction where such qualification is requiredCDMC Party, except where the lack of such qualification would not have a material adverse effect on the businesshas all corporate powers and all governmental licenses, operationsauthorizations, results of operationspermits, assets, liabilities or financial condition of Mediconsult or Physicians' Online, or on the ability of the Parties to consummate the transactions contemplated by this Agreement (a "Mediconsult Material Adverse Effect"); it being understood, however, that Mediconsult's continuing to incur losses, as long as such losses are in the Ordinary Course of Business, shall not, alone, be deemed to be a Mediconsult Material Adverse Effect. Each of Mediconsult consents and its Subsidiaries has full corporate power and authority approvals required to carry on the businesses business in which it is engaged and to own and use the properties owned and used by itit (collectively, "Governmental Authorizations"), except such Governmental Authorizations the absence of which would not, in the aggregate, have a Material Adverse Effect (as hereinafter defined) on CDMC. Mediconsult has The CDMC Parties have delivered or made available to Andrx a COI true and correct copy complete copies of CDMC's Certificate of Incorporation and Bylaws, each of which reflects all amendments made thereto at any time prior to the date of this Agreement. CDMC is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the certificate property owned or articles leased by it, the employment of incorporationits employees or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not have a Material Adverse Effect on CDMC. The stock record books of CDMC and the stock shareholder lists of CDMC (copies of which the CDMC Parties have previously furnished to COI) are complete and correct in all respects and accurately reflect the record ownership and, to the knowledge of each CDMC Party, the beneficial ownership of all the outstanding shares of CDMC's capital stock and all other securities issued by CDMC. CDMC is not in default or in violation of any restriction, lien, encumbrance, indenture, contract, lease, sublease, loan agreement, note or other obligation or liability by which it is bound or to which any of its assets is subject except such defaults or violations as amendedwould not, in the aggregate, have a Material Adverse Effect on CDMC. (b) Schedule 2.1(b) sets forth a list of all Subsidiaries. The CDMC Parties have delivered to COI true and bylaws, as amended, and any other charter or complete copies of each Subsidiary's organizational documents, each as amendedof which reflects all amendments made thereto at any time prior to the date of this Agreement. To the knowledge of each CDMC Party, each Subsidiary is duly organized, validly existing and (to the extent applicable) in good standing under the laws of Mediconsult and each the jurisdiction of its Subsidiariesorganization, and, to the knowledge of each CDMC Party, has all corporate powers and all Governmental Authorizations, except such Governmental Authorizations the absence of which would not, in the aggregate, have a Material Adverse Effect (as hereinafter defined) on such Subsidiary. Neither Mediconsult nor any To the knowledge of each CDMC Party, each Subsidiary is duly qualified to do business and is in good standing in each jurisdiction in which the character of the property owned or leased by it, the 5 employment of its Subsidiaries employees or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not have a Material Adverse Effect on such Subsidiary. To the knowledge of each CDMC Party, no Subsidiary is in default or in violation of any of the provisions restriction, lien, encumbrance, indenture, contract, lease, sublease, loan agreement, note or other obligation or liability by which it is bound or to which any of its certificate assets is subject except such defaults or articles of incorporation or bylaws or other charter or organizational documentsviolations as would not, each as amended. Mediconsult is in the owner of all outstanding shares of capital stock or voting securities of each of its Subsidiariesaggregate, except for Pharma Marketing, LLC, which is 35% owned by Mediconsult, and all such shares and voting securities are duly authorized, validly issued, fully paid and nonassessable. All of the outstanding shares of capital stock and voting securities of each such Subsidiary are owned by Mediconsult, free and clear of all Security Interests or rights of others. There are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements of any character relating to the issued or unissued capital stock or other securities of any have a Material Adverse Effect on such Subsidiary. (c) For purposes of this Agreement, a "Material Adverse Effect" with respect to any person or otherwise obligating Mediconsult or any such Subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. The Disclosure Schedule sets forth all of Mediconsult's Subsidiaries. Mediconsult does not directly or indirectly own any equity or similar interest in, or any interest convertible or exchangeable or exercisable forentity (including CDMC, any equity Subsidiary and/or COI), means a material adverse effect on the condition (financial or similar interest inotherwise), any other corporationbusiness, partnershipproperties, joint venture assets, liabilities (including contingent liabilities), results of operations or other business association prospects of such person or entityentity and the affiliated companies and subsidiaries and/or parent corporation of such person or entity under the same ownership, taken as a whole; and "Material Adverse Change" means a change or a development that has resulted or will result in a Material Adverse Effect.

Organization, Qualification and Corporate Power. Each of Mediconsult CPI and its Subsidiaries CII is a corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction of its incorporation. Each of Mediconsult CPI and its Subsidiaries CII is duly authorized qualified to conduct do business as a foreign corporation and is in good standing under in the laws jurisdictions specified in Section 3.1 of each jurisdiction the Disclosure Schedule, which are the jurisdictions in which the ownership of its properties, the employment of its personnel or the conduct of its business requires that it be so qualified or where such qualification is required, except where the lack of such qualification a failure to be so qualified or licensed would not have a material adverse effect on the business, operationsits financial condition, results of operations, assets, liabilities operation or financial condition of Mediconsult or Physicians' Online, or on the ability of the Parties to consummate the transactions contemplated by this Agreement (a "Mediconsult Material Adverse Effect"); it being understood, however, that Mediconsult's continuing to incur losses, as long as such losses are in the Ordinary Course of Business, shall not, alone, be deemed to be a Mediconsult Material Adverse Effectbusiness. Each of Mediconsult CPI and its Subsidiaries CII has full corporate power and authority and all authorizations, licenses and permits necessary to carry on the businesses business in which it is engaged or in which it proposes presently to engage and to own and use the properties owned and used by it. Mediconsult Each of CPI and CII has delivered or to TBA true, accurate and complete copies of its charter and bylaws which reflect all amendments made available thereto at any time prior to Andrx a true the date of this Agreement. The minute books containing the records of meetings of the shareholders and Board of Directors of each of CPI and CII, the stock certificate books and the stock record books of each of CPI and CII are complete and correct copy in all material respects. The stock record books of the certificate or articles of incorporation, as amended, and bylaws, as amended, and any other charter or organizational documents, each as amended, of Mediconsult and each of its SubsidiariesCPI and CII and the shareholder lists of each of CPI and CII which each of CPI and CII has previously furnished to TBA are complete and correct in all respects and accurately reflect the record and beneficial ownership of all the outstanding shares of each of CPI's and CII's capital stock and all other outstanding securities issued by each of CPI and CII. All material corporate actions taken by each of CPI and CII since incorporation have been duly authorized and/or subsequently ratified as necessary. Neither Mediconsult CPI nor any of its Subsidiaries CII is in default under or in violation of any of the provisions provision of its certificate charter or articles bylaws. Neither CPI nor CII is in default or in violation of incorporation or bylaws any restriction, lien, encumbrance, indenture, contract, lease, sublease, loan agreement, note or other charter obligation or organizational documents, each as amended. Mediconsult liability by which it is the owner of all outstanding shares of capital stock bound or voting securities of each to which any of its Subsidiaries, except for Pharma Marketing, LLC, which assets is 35% owned by Mediconsult, and all such shares and voting securities are duly authorized, validly issued, fully paid and nonassessable. All of the outstanding shares of capital stock and voting securities of each such Subsidiary are owned by Mediconsult, free and clear of all Security Interests or rights of others. There are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements of any character relating to the issued or unissued capital stock or other securities of any such Subsidiary, or otherwise obligating Mediconsult or any such Subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. The Disclosure Schedule sets forth all of Mediconsult's Subsidiaries. Mediconsult does not directly or indirectly own any equity or similar interest in, or any interest convertible or exchangeable or exercisable for, any equity or similar interest in, any other corporation, partnership, joint venture or other business association or entitysubject.

Organization, Qualification and Corporate Power. Each of Mediconsult and its Subsidiaries DataVon is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporationTexas. Each of Mediconsult DataVon and its Subsidiaries is duly authorized to conduct business and is in good standing under the laws of each jurisdiction where such qualification is required, except where the lack of such qualification would not have a material adverse effect on the business, operations, results of operations, assets, liabilities or financial condition of Mediconsult or Physicians' Online, or on the ability of the Parties to consummate the transactions contemplated by this Agreement (a "Mediconsult Material Adverse Effect"); it being understood, however, that Mediconsult's continuing to incur losses, as long as such losses are in the Ordinary Course of Business, shall not, alone, be deemed to be a Mediconsult Material Adverse Effect. Each of Mediconsult DataVon and its Subsidiaries has full corporate power and authority and all licenses, permits and authorizations necessary to carry on the businesses in which it is engaged and engaged, to own and use the properties owned and used by itit and to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the Merger and the transactions contemplated thereby. Mediconsult has delivered or made available to Andrx a true and correct copy Section 3.01 of the certificate or articles DataVon Disclosure Schedule lists the directors and officers of incorporation, as amended, DataVon and bylaws, as amended, and any other charter or organizational documents, each as amended, of Mediconsult and each of its Subsidiaries. Neither Mediconsult nor any Except as set forth on Section 3.01 of the DataVon Disclosure Schedule, each of DataVon and its Subsidiaries is in violation of any of the provisions of its certificate or articles of incorporation or bylaws or other charter or organizational documents, each as amended. Mediconsult is the owner of all outstanding shares of capital stock or voting securities of each of its Subsidiaries, except for Pharma Marketing, LLC, which is 35% owned by Mediconsult, and all such shares and voting securities are duly authorized, validly issued, fully paid and nonassessable. All of the outstanding shares of capital stock and voting securities of each such Subsidiary are owned by Mediconsult, free and clear of all Security Interests or rights of others. There are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements of any character relating to the issued or unissued capital stock or other securities of any such Subsidiary, or otherwise obligating Mediconsult or any such Subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. The Disclosure Schedule sets forth all of Mediconsult's Subsidiaries. Mediconsult does not directly or indirectly own have and never has had any equity or similar interest in, or ownership interests in any interest convertible or exchangeable or exercisable for, any equity or similar interest in, any other corporation, partnership, joint venture venture, limited liability company or other business association legal entity. The execution and delivery of this Agreement and the other agreements, documents and instruments executed in connection herewith to which DataVon is a party and the consummation by DataVon of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of DataVon are necessary to authorize this Agreement or entitysuch other agreements, documents and instruments or to consummate the Merger and the transactions contemplated thereby (other than the filing and recordation of the Articles of Merger with the Secretary as required by Texas Law). The Agreement and the other agreements, documents and instruments executed in connection herewith to which DataVon is a party has been duly and validly executed and delivered by DataVon and constitute a legal, valid and binding obligation of DataVon, enforceable against DataVon in accordance with their respective terms. The minute books (containing the records of meetings of the stockholders, the board of directors, and any committees of the board of directors), the stock certificate books, and the stock record books of each of DataVon and its Subsidiaries are correct and complete. None of DataVon and its Subsidiaries is in default under or in violation of any provision of its charter or bylaws.

Organization, Qualification and Corporate Power. Each of Mediconsult and its Subsidiaries (i) The Company is a corporation limited liability company duly organized, validly existing, existing and in good standing under the laws of the jurisdiction State of its incorporation. Each of Mediconsult Delaware and its Subsidiaries is duly authorized licensed or qualified to conduct transact business in, and is in good standing under the laws of of, each jurisdiction where such qualification is requiredin which the nature of the business transacted by the Company or the character of the properties owned or leased by the Company requires that the Company qualify or be licensed to do business as a foreign corporation, except where the lack of such qualification failure to so qualify or be so licensed would not have a material adverse effect on the business, operations, results Company and any of operations, assets, liabilities or financial condition of Mediconsult or Physicians' Online, or on the ability of the Parties to consummate the transactions contemplated by this Agreement (its subsidiaries taken as a "Mediconsult Material Adverse Effect"); it being understood, however, that Mediconsult's continuing to incur losses, as long as such losses are in the Ordinary Course of Business, shall not, alone, be deemed to be a Mediconsult Material Adverse Effectwhole. Each of Mediconsult and its Subsidiaries The Company has full corporate all necessary limited liability company power and limited liability company authority (i) to own, hold and operate its properties, (ii) to lease the property it operates as lessee, (iii) to carry on its business as now conducted and as proposed to be conducted and (iv) to issue and deliver the businesses Common Interests. Furthermore, the Company has all necessary limited liability company power and limited liability company authority to execute, deliver and perform its obligations under this Agreement and the Common Interests. The Company has provided the Investor with correct and complete copies of its Certificate of Formation and LLC Agreement as in effect on the date hereof, which it is engaged are respectively attached hereto as Exhibits A and to own and use the properties owned and used by it. Mediconsult B. (ii) The Company has delivered or made available to Andrx a true and correct copy of the certificate or articles of incorporation, as amendednever had, and bylawsdoes not currently have, as amendedany subsidiaries and has never owned, and any other charter or organizational documents, each as amendeddoes not currently own, of Mediconsult and each of its Subsidiaries. Neither Mediconsult nor record or beneficially, directly or indirectly, (i) any of its Subsidiaries is in violation of any of the provisions of its certificate or articles of incorporation or bylaws or other charter or organizational documents, each as amended. Mediconsult is the owner of all outstanding shares of capital stock or voting securities of each of its Subsidiaries, except for Pharma Marketing, LLC, which is 35% owned by Mediconsult, and all such shares and voting securities are duly authorized, validly issued, fully paid and nonassessable. All of the outstanding shares of convertible into capital stock and voting securities of each such Subsidiary are owned by Mediconsultany other corporation or (ii) any participating interest in any partnership, free and clear of all Security Interests or rights of others. There are no outstanding subscriptionsjoint venture, options, warrants, puts, calls, rights, exchangeable or convertible securities limited liability company or other commitments or agreements of any character relating to the issued or unissued capital stock or other securities of any such Subsidiary, or otherwise obligating Mediconsult or any such Subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. The Disclosure Schedule sets forth all of Mediconsult's Subsidiaries. Mediconsult non-corporate business enterprise and does not control, directly or indirectly own any equity or similar interest in, or any interest convertible or exchangeable or exercisable for, any equity or similar interest inindirectly, any other entity. (iii) Earthworks is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is duly licensed or qualified to transact business in, and is in good standing under the laws of, each jurisdiction in which the nature of the business transacted by Earthworks or the character of the properties owned or leased by Earthworks requires that Earthworks qualify or be licensed to do business as a foreign corporation, partnershipexcept where the failure to so qualify or be so licensed would not have a material adverse effect on Earthworks and any of its subsidiaries taken as a whole. Earthworks has all necessary corporate power and corporate authority (i) to own, joint venture or other hold and operate its properties, (ii) to lease the property it operates as lessee, (iii) to carry on its business association or entityas now conducted and as proposed to be conducted and (iv) to issue and deliver the Warrants. Furthermore, Earthworks has all necessary corporate power and corporate authority to execute, deliver and perform its obligations under this Agreement.

Organization, Qualification and Corporate Power. Each of Mediconsult and its Subsidiaries DSI is a corporation ----------------------------------------------- duly organized, validly existing, existing and in good standing under the laws of the jurisdiction State of its incorporationTexas. Each of Mediconsult DSI (HK) Limited and its Subsidiaries is Magnifair Holdings Limited (collectively, the "Subsidiaries") are both corporations duly authorized to conduct business organized, validly existing and is ------------ in good standing under the laws of Companies Ordinance of Hong Kong. Each of DSI and each jurisdiction where such qualification of the Subsidiaries is requiredduly qualified to do business as a foreign corporation and each is in good standing in the jurisdictions specified in Section 3.1 of the Disclosure Schedule, which are all the jurisdictions in which the ownership of their respective properties, the employment of their respective personnel or the conduct of their respective businesses requires that they be so qualified except where the lack of such qualification a failure to be so qualified or licensed would not have a material adverse effect on the business, operationstheir respective financial condition, results of operationsoperations or business. In the event of a breach of this representation and warranty Xxxx shall not be liable either directly or indirectly for any costs or registration fees for such qualification but DSI and Xxxx shall be liable for any other losses or damages incurred by Buyer as a result of such breach to the extent, assetsif any, liabilities or financial condition of Mediconsult or Physicians' Online, or on the ability of the Parties to consummate the transactions contemplated by this Agreement (a "Mediconsult Material Adverse Effect"); it being understood, however, that Mediconsult's continuing to incur losses, as long as such losses are in the Ordinary Course of Business, shall not, alone, be deemed to be a Mediconsult Material Adverse Effecthereinafter provided. Each of Mediconsult DSI and its Subsidiaries has full corporate power and authority and all authorizations, licenses and permits necessary to carry on the businesses business in which it is engaged or in which it proposes presently to engage and to own and use the properties owned and used by it. Mediconsult Each of DSI and its Subsidiaries has delivered or made available to Andrx a true Buyer true, accurate and correct copy of the certificate or articles of incorporation, as amended, and bylaws, as amended, and any other charter or organizational documents, each as amended, of Mediconsult and each complete copies of its Subsidiaries. Neither Mediconsult nor any of its Subsidiaries is in violation of any of the provisions of its certificate or articles of incorporation or bylaws or other charter or organizational documents, each as amendeddocument and bylaws which reflect all amendments made thereto at any time prior to the date of this Agreement. Mediconsult is The minute books containing the owner records of all outstanding shares meetings of capital stock or voting securities the shareholders and Board of each Directors of DSI and its Subsidiaries, except for Pharma Marketing, LLC, and the stock certificate books of DSI and its Subsidiaries are complete and correct in all material respects. The stock record books of DSI and its Subsidiaries and the shareholder lists of DSI and its Subsidiaries which is 35% owned by Mediconsult, have previously furnished to Buyer are complete and correct in all such shares respects and voting securities are duly authorized, validly issued, fully paid accurately reflect the record ownership and nonassessable. All the beneficial ownership of all the outstanding shares of DSI's capital stock and voting all other outstanding securities of each such Subsidiary are owned issued by Mediconsult, free and clear of all Security Interests DSI or rights of others. There are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements of any character relating to the issued or unissued capital stock or other securities of any such Subsidiary, or otherwise obligating Mediconsult or any such Subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. The Disclosure Schedule sets forth all of Mediconsult's its Subsidiaries. Mediconsult does All material corporate actions taken by DSI or the Subsidiaries since their respective incorporation other than in the Ordinary Course of Business have been duly authorized and/or subsequently ratified as necessary; provided, however, in the event DSI subsequently determines additional corporate actions are necessary, Xxxx shall not directly or indirectly own be liable for any equity or similar interest in, or any interest convertible or exchangeable or exercisable for, any equity or similar interest in, any other corporation, partnership, joint venture or other business association or entity.legal fees incurred by DSI in documenting such

Organization, Qualification and Corporate Power. Each of Mediconsult the Company, the Subsidiaries, API and its Subsidiaries Seller is a corporation duly organized, validly existing, and in good standing or in "current" status under the laws of the jurisdiction of its incorporation. Each of Mediconsult the Company, Subsidiaries, API and its Subsidiaries Seller (to the extent, in the case of API and Seller, that they conduct any portion of the Business) is duly authorized to conduct business and is in good standing or in "current" status under the laws of each jurisdiction where such qualification is required, except where the lack of such qualification would not have a material adverse effect on the business, operations, results of operations, assets, liabilities or financial condition of Mediconsult or Physicians' Online, or on the ability of Company and the Parties to consummate the transactions contemplated by this Agreement (Subsidiaries taken as a "Mediconsult Material Adverse Effect"); it being understood, however, that Mediconsult's continuing to incur losses, as long as such losses are in the Ordinary Course of Business, shall not, alone, be deemed to be a Mediconsult Material Adverse Effectwhole. Each of Mediconsult the Company, the Subsidiaries, API and its Subsidiaries Seller (to the extent, in the case of API and Seller, that they conduct any portion of the Business) has full corporate power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. Section 3.1 of the Disclosure Schedule lists the directors and officers of each of the Company and the Subsidiaries. Mediconsult The Seller has provided to the Buyer complete and correct copies of the Certificates of Incorporation and By-laws (or comparable governing instruments) of the Company and the Subsidiaries, each as amended to the date hereof. The Certificates of Incorporation and By-laws (or comparable governing instruments) so delivered are in full force and effect. The Seller has also provided or made available to Andrx a true the Buyer true, correct and correct copy complete copies of the certificate or articles minute books of incorporationthe Company and the Subsidiaries (containing the records of meetings of stockholders, as amended, and bylaws, as amendedthe board of directors, and any other charter or organizational documents, each as amended, of Mediconsult and each of its Subsidiaries. Neither Mediconsult nor any of its Subsidiaries is in violation of any committees of the provisions board of its directors), their respective stock certificate or articles of incorporation or bylaws or other charter or organizational documents, each as amended. Mediconsult is the owner of all outstanding shares of capital books and their respective stock or voting securities of each of its Subsidiaries, except for Pharma Marketing, LLC, which is 35% owned by Mediconsult, and all such shares and voting securities are duly authorized, validly issued, fully paid and nonassessable. All of the outstanding shares of capital stock and voting securities of each such Subsidiary are owned by Mediconsult, free and clear of all Security Interests or rights of others. There are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements of any character relating to the issued or unissued capital stock or other securities of any such Subsidiary, or otherwise obligating Mediconsult or any such Subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. The Disclosure Schedule sets forth all of Mediconsult's Subsidiaries. Mediconsult does not directly or indirectly own any equity or similar interest in, or any interest convertible or exchangeable or exercisable for, any equity or similar interest in, any other corporation, partnership, joint venture or other business association or entityrecord books.

Organization, Qualification and Corporate Power. Each of Mediconsult the Company and its Subsidiaries is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation. Each of Mediconsult the Company and its Subsidiaries is duly authorized to conduct business and is in good standing under the laws of each jurisdiction where such qualification is required, except where the lack of such qualification failure to be in good standing or qualified would not have a material adverse effect Material Adverse Effect on the businessCompany and its Subsidiaries, operations, results of operations, assets, liabilities or financial condition of Mediconsult or Physicians' Online, or on the ability of the Parties to consummate the transactions contemplated by this Agreement (taken as a "Mediconsult Material Adverse Effect"); it being understood, however, that Mediconsult's continuing to incur losses, as long as such losses are in the Ordinary Course of Business, shall not, alone, be deemed to be a Mediconsult Material Adverse Effectwhole. Each of Mediconsult the Company and its Subsidiaries has full corporate power and authority and all material licenses, permits, and authorizations necessary to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. Mediconsult The Company has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Company, enforceable in accordance with its terms and conditions, subject to the effect of bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to creditors’ rights generally and general equitable principles. Section 4.1 of the Company Disclosure Letter lists the directors and officers of each of the Company and its Subsidiaries. The Company has delivered or made available to Andrx a true the Buyer correct and correct copy complete copies of the certificate or articles charter and bylaws of incorporationeach of the Company and its Subsidiaries (as amended to date). The minute books (containing the records of meetings of the stockholders, as amended, and bylaws, as amendedthe board of directors, and any other charter or organizational documentscommittees of the board of directors), each as amendedthe stock certificate books, and the stock record books of Mediconsult and each of the Company and its SubsidiariesSubsidiaries are correct and complete in all material respects, and no meetings of the stockholders, board of directors or any committees of the board of directors have been held for which minutes have not been prepared and are not contained in such minute books. Neither Mediconsult nor any None of the Company and its Subsidiaries is in default under or in violation of any of the provisions provision of its certificate or articles of incorporation or bylaws or other charter or organizational documents, each as amended. Mediconsult is the owner of all outstanding shares of capital stock or voting securities of each of its Subsidiaries, except for Pharma Marketing, LLC, which is 35% owned by Mediconsult, and all such shares and voting securities are duly authorized, validly issued, fully paid and nonassessable. All of the outstanding shares of capital stock and voting securities of each such Subsidiary are owned by Mediconsult, free and clear of all Security Interests or rights of others. There are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements of any character relating to the issued or unissued capital stock or other securities of any such Subsidiary, or otherwise obligating Mediconsult or any such Subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. The Disclosure Schedule sets forth all of Mediconsult's Subsidiaries. Mediconsult does not directly or indirectly own any equity or similar interest in, or any interest convertible or exchangeable or exercisable for, any equity or similar interest in, any other corporation, partnership, joint venture or other business association or entitybylaws.

Organization, Qualification and Corporate Power. Each Except as set forth in Section 4.2.3 of Mediconsult the Operating Personnel Disclosure Schedule, Holding and each of its Subsidiaries is a corporation duly organizedcorporation, validly existing, and in good standing under the laws of the jurisdiction of its incorporation. Each Holding and each of Mediconsult and its Subsidiaries is duly authorized licensed and qualified to conduct business and is in good standing under the laws of each jurisdiction where in which the operation of its business or the ownership or leasing of its properties makes such licensing or qualification is required, except where the lack of necessary and all such qualification would not have a material adverse effect jurisdictions are listed on the business, operations, results of operations, assets, liabilities or financial condition of Mediconsult or Physicians' Online, or on the ability Section 4.2.3 of the Parties to consummate the transactions contemplated by this Agreement (a "Mediconsult Material Adverse Effect"); it being understood, however, that Mediconsult's continuing to incur losses, as long as such losses are in the Ordinary Course Operating Personnel Disclosure Schedule. Holding and each of Business, shall not, alone, be deemed to be a Mediconsult Material Adverse Effect. Each of Mediconsult and its Subsidiaries has full have all necessary corporate power and authority and all licenses, permits, and authorizations necessary to carry on the businesses in which it is engaged and in which it presently proposes to engage and to own and use the properties owned that it owns and used by ituses. Mediconsult has delivered or made available to Andrx a true and correct copy All of the certificate or articles of incorporationforegoing licenses, as amendedpermits, and bylawsauthorizations are in full force and effect and none of the Operating Personnel have received any notice of any event, as amendedinquiry, investigation, or proceeding that could result in the suspension, revocation, or limitation of any such licenses, permits, or authorizations and, to the Knowledge of the Operating Personnel, there is no sustainable Basis for any such suspension, revocation, or limitation. Section 4.2.3 of the Operating Personnel Disclosure Schedule lists the directors and any other charter or organizational documents, each as amended, officers of Mediconsult Holding and each of its Subsidiaries. Neither Mediconsult The Operating Personnel have delivered to Mity-Lite correct and complete copies of any minutes of the Board of Directors and shareholders of Holding and its Subsidiaries in the Operating Personnels' possession as well as any stock certificate books, and stock record books of Holding and each of its Subsidiaries in their possession. The Operating Personnel have not prepared or maintained any of the corporate records, stock books or minutes of Holding. To the Knowledge of the Operating Personnel, neither Holding nor any of its Subsidiaries is in default under or in violation of any provision of its charter or bylaws. To the Knowledge of the provisions of its certificate or articles of incorporation or bylaws or other charter or organizational documentsOperating Personnel, each as amended. Mediconsult is the owner of all outstanding shares of capital stock or voting securities of corporate actions taken by Holding and each of its Subsidiaries, except for Pharma Marketing, LLC, which is 35% owned by Mediconsult, and all such shares and voting securities are Subsidiaries have been duly authorized, validly issued, fully paid and nonassessable. All of the outstanding shares of capital stock and voting securities of each such Subsidiary are owned by Mediconsult, free and clear of all Security Interests authorized or rights of others. There are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements of any character relating to the issued or unissued capital stock or other securities of any such Subsidiary, or otherwise obligating Mediconsult or any such Subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securitiesratified. The Disclosure Schedule sets forth all Majority Shareholders and the Shareholders of MediconsultHolding's Subsidiaries. Mediconsult does not directly Subsidiaries have taken no action to amend the bylaws or indirectly own any equity charters of Holding or similar interest inthe Subsidiaries since March 24, or any interest convertible or exchangeable or exercisable for, any equity or similar interest in, any other corporation, partnership, joint venture or other business association or entity1997.

Organization, Qualification and Corporate Power. Each of Mediconsult and its Subsidiaries iJoin is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporationDelaware. Each of Mediconsult and its Subsidiaries iJoin is duly authorized to conduct business qualified and is in good standing under as a foreign corporation in all states or jurisdictions in which the laws character and location of each jurisdiction any of the properties owned or leased by iJoin, or the conduct of its business, makes it necessary for it to qualify to do business as a foreign corporation and where such qualification is requiredit has not so qualified, except where for those jurisdictions in which the lack of such qualification failure to so qualify would not have a material adverse effect on in the business, operationscondition (financial or otherwise), results of operations, assets, liabilities operations or financial condition business of Mediconsult or Physicians' Online, or on the ability of the Parties to consummate the transactions contemplated by this Agreement (a "Mediconsult Material Adverse Effect"); it being understood, however, that Mediconsult's continuing to incur losses, as long as such losses are in the Ordinary Course of Business, shall not, alone, be deemed to be a Mediconsult Material Adverse EffectiJoin. Each of Mediconsult and its Subsidiaries iJoin has full corporate power and authority and all licenses, permits and authorizations necessary to carry on the businesses in which it is engaged and engaged, to own and use the properties owned and used by itit and to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the Merger and the transactions contemplated thereby. Mediconsult has delivered or made available to Andrx a true and correct copy Section 3.01 of the certificate or articles iJoin Disclosure Schedule lists the directors and officers of incorporation, iJoin. Except as amended, and bylaws, as amended, and any other charter or organizational documents, each as amended, of Mediconsult and each of its Subsidiaries. Neither Mediconsult nor any of its Subsidiaries is in violation of any set forth on Section 3.01 of the provisions of its certificate or articles of incorporation or bylaws or other charter or organizational documentsiJoin Disclosure Schedule, each as amended. Mediconsult is the owner of all outstanding shares of capital stock or voting securities of each of its Subsidiaries, except for Pharma Marketing, LLC, which is 35% owned by Mediconsult, and all such shares and voting securities are duly authorized, validly issued, fully paid and nonassessable. All of the outstanding shares of capital stock and voting securities of each such Subsidiary are owned by Mediconsult, free and clear of all Security Interests or rights of others. There are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements of any character relating to the issued or unissued capital stock or other securities of any such Subsidiary, or otherwise obligating Mediconsult or any such Subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. The Disclosure Schedule sets forth all of Mediconsult's Subsidiaries. Mediconsult iJoin does not directly or indirectly own have and never has had any equity or similar interest in, or ownership interests in any interest convertible or exchangeable or exercisable for, any equity or similar interest in, any other corporation, partnership, joint venture venture, limited liability company or other business association legal entity. The execution, delivery and performance of this Agreement and the other agreements, documents and instruments executed in connection herewith to which iJoin is a party and the consummation by iJoin of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action and, other than the approval and adoption of this Agreement by the holders of a majority of the then outstanding shares of the capital stock of iJoin as provided in Section 5.14 hereof, the filing and recordation of appropriate merger documents as required by the Delaware Law and the receipt of the Fairness Opinion that the Merger and other transactions contemplated by this Agreement are fair, from a financial point of view, to the stockholders of iJoin, no other corporate proceedings on the part of iJoin are necessary to authorize this Agreement or entitysuch other agreements, documents and instruments or to consummate the Merger and the transactions contemplated thereby. The Agreement and the other agreements, documents and instruments executed in connection herewith to which iJoin is a party, when executed and delivered by iJoin, will be the valid and binding obligation of iJoin, enforceable against iJoin in accordance with their respective terms, subject to the effect of applicable bankruptcy, reorganization, insolvency, moratorium and other similar laws of general application relating to, limiting or affecting the enforcement of creditors' rights generally and except that any remedy in the nature of equitable relief shall be in the discretion of the court. The minute books (containing the records of meetings of the stockholders, the board of directors, and any committees of the board of directors), the stock certificate books, and the stock record books of iJoin are correct and complete. iJoin is not in default under or in violation of any provision of its charter or bylaws.

Organization, Qualification and Corporate Power. Each of Mediconsult and its Subsidiaries The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the Province of Ontario. The Company has the corporate power and authority to carry on its business as now being conducted and to own and lease its properties, and is duly registered, licensed or qualified as an extra-provincial or foreign corporation, and is in good standing in, all the jurisdictions wherein the Company is required to so qualify by reason of the nature of its business or its ownership or leasing of property. The Company has supplied Buyer complete and correct copies of the Company’s Certificate and Articles of Continuance and By-Laws and all amendments thereto. Attached hereto as Schedule 5 (a) is a correct and complete list of each Subsidiary (as defined below) of the Company, showing, as to each Subsidiary, its name, the jurisdiction and date of its incorporation, the jurisdictions in which it is qualified to do business, the number of shares of its stock of each class authorized and the number thereof outstanding, and the number of such outstanding shares owned by the Company. Each of Mediconsult Subsidiary is a corporation duly organized, validly existing and its Subsidiaries is duly authorized to conduct business and is in good standing under the laws of each its jurisdiction where such qualification is required, except where the lack of such qualification would not have a material adverse effect on the business, operations, results of operations, assets, liabilities or financial condition of Mediconsult or Physicians' Online, or on the ability of the Parties to consummate the transactions contemplated by this Agreement (a "Mediconsult Material Adverse Effect"); it being understood, however, that Mediconsult's continuing to incur losses, as long as such losses are in the Ordinary Course of Business, shall not, alone, be deemed to be a Mediconsult Material Adverse Effectincorporation. Each of Mediconsult and its Subsidiaries Subsidiary has full the corporate power and authority to carry on the businesses in which it is engaged its business as now being conducted and to own and use the lease its properties owned and used is duly qualified to do business as a foreign corporation and is in good standing in every jurisdiction where it is required to so qualify by it. Mediconsult has delivered or made available to Andrx a true and correct copy reason of the certificate or articles of incorporation, as amended, and bylaws, as amended, and any other charter or organizational documents, each as amended, of Mediconsult and each nature of its Subsidiariesbusiness or its ownership or leasing of property. Neither Mediconsult nor There do not exist any of its Subsidiaries is in violation of any of the provisions of its certificate or articles of incorporation or bylaws warrants, options or other charter rights outstanding for the issue or organizational documents, each as amended. Mediconsult is the owner purchase of all outstanding shares of capital stock or voting securities of each of its Subsidiaries, except for Pharma Marketing, LLC, which is 35% owned by Mediconsult, and all such shares and voting securities are duly authorized, validly issued, fully paid and nonassessable. All of the outstanding shares of capital stock and voting securities of each such Subsidiary are owned by Mediconsult, free and clear of all Security Interests or rights of others. There are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements of any character relating to the issued or unissued capital stock or other securities of any such Subsidiary, or otherwise obligating Mediconsult any securities convertible into or exchangeable for shares of capital stock or other securities of any such Subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securitiesSubsidiary. The Disclosure Schedule sets forth capital stock of each Subsidiary is owned by the Company free and clear of all Claims. For purposes of Mediconsult's Subsidiaries. Mediconsult does not this Agreement, “Subsidiary” shall mean any corporation or entity a majority of whose outstanding shares of capital stock (other than directors' or other qualifying shares) or other ownership interests, at the time as of which any determination is being made, shall be owned by the Company either directly or indirectly own any equity or similar interest in, or any interest convertible or exchangeable or exercisable for, any equity or similar interest in, any other corporation, partnership, joint venture or other business association or entityindirectly.

Organization, Qualification and Corporate Power. Each of Mediconsult Integrated Media and its Subsidiaries subsidiaries is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation. Each of Mediconsult Integrated Media and its Subsidiaries subsidiaries is duly authorized to conduct business and is in good standing under the laws of each jurisdiction where such qualification is required, except where the lack of such qualification would not have a material adverse effect on the business, operations, results of operations, assets, liabilities or financial condition of Mediconsult or Physicians' Online, or on the ability of the Parties to consummate the transactions contemplated by this Agreement (a "Mediconsult Material Adverse Effect"); it being understood, however, that Mediconsult's continuing to incur losses, as long as such losses are in the Ordinary Course of Business, shall not, alone, be deemed to be a Mediconsult Material Adverse Effect. Each of Mediconsult Integrated Media and its Subsidiaries subsidiaries has full corporate power and authority and all licenses, permits and authorizations necessary to carry on the businesses in which it is engaged and engaged, to own and use the properties owned and used by itit and to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the Merger and the transactions contemplated thereby. Mediconsult has delivered or made available to Andrx a true and correct copy Section 4.01 of the certificate or articles Integrated Media Disclosure Schedule lists the directors and officers of incorporation, Integrated Media and its subsidiaries. Except as amended, and bylaws, as amended, and any other charter or organizational documentsset forth on Section 4.01 of the Integrated Media Disclosure Schedule, each as amended, of Mediconsult Integrated Media and each of its Subsidiaries. Neither Mediconsult nor any of its Subsidiaries is in violation of any of the provisions of its certificate or articles of incorporation or bylaws or other charter or organizational documents, each as amended. Mediconsult is the owner of all outstanding shares of capital stock or voting securities of each of its Subsidiaries, except for Pharma Marketing, LLC, which is 35% owned by Mediconsult, and all such shares and voting securities are duly authorized, validly issued, fully paid and nonassessable. All of the outstanding shares of capital stock and voting securities of each such Subsidiary are owned by Mediconsult, free and clear of all Security Interests or rights of others. There are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements of any character relating to the issued or unissued capital stock or other securities of any such Subsidiary, or otherwise obligating Mediconsult or any such Subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. The Disclosure Schedule sets forth all of Mediconsult's Subsidiaries. Mediconsult subsidiaries does not directly or indirectly own have and never has had any equity or similar interest in, or ownership interests in any interest convertible or exchangeable or exercisable for, any equity or similar interest in, any other corporation, partnership, joint venture venture, limited liability company or other business association legal entity. The execution and delivery of this Agreement by Integrated Media and the other agreements, documents and instruments executed in connection herewith to which Integrated Media is a party and the consummation by Integrated Media of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of Integrated Media are necessary to authorize this Agreement or entitysuch other agreements, documents and instruments or to consummate the Merger and the transactions contemplated thereby (other than the filing and recordation of the Nevada Articles of Merger with the Nevada Secretary as required by Nevada Law). The Agreement and the other agreements, documents and instruments executed in connection herewith to which Integrated Media is a party has been duly and validly executed and delivered by Integrated Media and constitute a legal, valid and binding obligation of Integrated Media, enforceable against Integrated Media in accordance with their respective terms. The minute books (containing the records of meetings of the stockholders, the board of directors, and any committees of the board of directors), the stock certificate books, and the stock record books of each of Integrated Media and its subsidiaries are correct and complete. None of Integrated Media and its subsidiaries is in default under or in violation of any provision of its charter or bylaws.

Organization, Qualification and Corporate Power. Each of Mediconsult (a) PRCD and its Subsidiaries is a corporation PRCD Sub are each corporations duly organized, validly existing, existing and in corporate and tax good standing under the laws of the jurisdiction State of its incorporationNevada and the State of Colorado, respectively. Each of Mediconsult PRCD and its Subsidiaries is PRCD Sub are each duly authorized qualified to conduct business and is are in corporate and tax good standing under the laws of each jurisdiction where in which the nature of their respective businesses or the ownership or leasing of its properties requires such qualification is requiredqualification, except where the lack of such qualification failure to be so qualified or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the business, operations, results of operations, assets, liabilities or financial condition of Mediconsult or Physicians' Online, or on the ability of the Parties to consummate the transactions contemplated by this Agreement (a "Mediconsult Material Adverse Effect"); it being understood, however, that Mediconsult's continuing to incur losses, as long as such losses are in the Ordinary Course of Business, shall not, alone, be deemed to be a Mediconsult Material Adverse Effect. Each of Mediconsult PRCD and its Subsidiaries has full PRCD Sub each have all requisite corporate power and authority to carry on the businesses in which it is they are engaged and to own and use the properties owned and used by itthem. Mediconsult has delivered Neither PRCD nor PRCD Sub is in default under or made available to Andrx a true and correct copy in violation of the any provision of its certificate or articles of incorporation, as amendedamended to date, and or its bylaws, as amendedamended to date. (b) The authorized capital stock of PRCD, and any other charter or organizational documentsprior to the Stock Split that was effected by PRCD as described in the Form 8K that was filed by PRCD on October 3, each as amended2014 (the “Stock Split”), consists of 75,000,000 shares of PRCD Common Stock, of Mediconsult which 12,750,000 shares were issued and each outstanding as of its Subsidiariesthe date of this Agreement. Neither Mediconsult nor PRCD Common Stock is presently eligible for quotation and trading on the Over-the-Counter Bulletin Board (the “OTCQB”) and is not subject to any notice of its Subsidiaries suspension or delisting. PRCD Common Stock is in violation presently not registered under Section 12(g) of any of the Exchange Act. PRCD files periodic reports with the SEC pursuant to the provisions of its certificate or articles Section 15(d) of incorporation or bylaws or other charter or organizational documents, each as amendedthe Exchange Act. Mediconsult is All of the owner of all issued and outstanding shares of capital stock or voting securities of each of its Subsidiaries, except for Pharma Marketing, LLC, which is 35% owned by Mediconsult, and all such shares and voting securities PRCD Common Stock are duly authorized, validly issued, fully paid paid, non-assessable and nonassessable. All of the outstanding shares of capital stock and voting securities of each such Subsidiary are owned by Mediconsult, free and clear of all Security Interests or rights of otherspreemptive rights. There are no outstanding subscriptions, or authorized options, warrants, puts, calls, rights, exchangeable agreements or convertible securities commitments to which PRCD is a party or other commitments which are binding upon PRCD providing for the issuance or agreements redemption of any character relating to of its capital stock. All of the issued or unissued capital stock or other and outstanding shares of PRCD Common Stock were issued in compliance with applicable federal and state securities of any such Subsidiary, or otherwise obligating Mediconsult or any such Subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. The Disclosure Schedule sets forth all of Mediconsult's Subsidiaries. Mediconsult does not directly or indirectly own any equity or similar interest in, or any interest convertible or exchangeable or exercisable for, any equity or similar interest in, any other corporation, partnership, joint venture or other business association or entitylaws.

Organization, Qualification and Corporate Power. Each of Mediconsult and its (a) The Subsidiaries is a corporation are companies duly organized, validly existing, and in good standing under the laws of the jurisdiction state of its incorporationtheir organization. Sellers have made available to Buyer the Organizational Documents of the Subsidiaries and the Subsidiaries’ minute books (containing the records of meetings of the stockholders, the board of directors, and any committees of the board of directors); and stock and member certificate and member record books; and all of such documents and records are correct and complete in all material respects. Each of Mediconsult and the Subsidiaries is not in default under, or in violation of any provision of, its Organizational Documents. (b) Each of the Subsidiaries is duly authorized to conduct business and is in good standing under the laws of each jurisdiction where such qualification is required, except where the lack of such qualification failure to qualify would not have a material adverse effect on the business, operations, results of operations, assets, liabilities or financial condition of Mediconsult or Physicians' Online, or on the ability of the Parties to consummate the transactions contemplated by this Agreement (a "Mediconsult Material Adverse Effect"); it being understood, however, that Mediconsult's continuing to incur losses, as long as and Section 6.1(b) of the Disclosure Schedule sets forth each such losses are in the Ordinary Course of Business, shall not, alone, be deemed to be a Mediconsult Material Adverse Effectjurisdiction. Each of Mediconsult and its the Subsidiaries has full corporate power and authority to carry on the businesses in which it is engaged its business as presently conducted, and to own and use the properties owned and used by it. Mediconsult has delivered or made available to Andrx a true and correct copy . (c) Section 6.1(c) of the certificate or articles of incorporationDisclosure Schedule lists the managers, as amendedalternate managers, officers and bylaws, as amended, and any other charter or organizational documents, each as amended, of Mediconsult and each of its Subsidiaries. Neither Mediconsult nor any of its Subsidiaries is in violation of any of the provisions of its certificate or articles of incorporation or bylaws or other charter or organizational documents, each as amended. Mediconsult is the owner of all outstanding shares of capital stock or voting securities directors of each of its the Subsidiaries. (d) The Subsidiaries have full power and authority to execute and deliver all documents and agreements to be executed by the Subsidiaries as contemplated hereunder, and to perform their respective obligations thereunder. The execution and delivery by the Subsidiaries of the documents and agreements to be executed by them as contemplated hereunder, and the performance of their respective obligations thereunder, have been duly and validly authorized by the Subsidiaries, except and no other proceedings on the part of the Subsidiaries are necessary for Pharma Marketing, LLC, which is 35% owned the execution and delivery of the documents and agreements to be executed by Mediconsultthe Subsidiaries as contemplated hereunder, and all such shares and voting securities are duly authorized, validly issued, fully paid and nonassessablethe performance of their respective obligations thereunder. All documents and agreements to be executed by the Subsidiaries as contemplated hereunder constitute the valid and legally binding obligations of the outstanding shares of capital stock Subsidiaries enforceable in accordance with their terms and voting securities of each such Subsidiary are owned conditions, except to the extent that enforceability may be limited by Mediconsultbankruptcy, free and clear of all Security Interests insolvency, reorganization, moratorium or rights of others. There are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable similar law now or convertible securities or other commitments or agreements of any character hereafter in effect relating to the issued or unissued capital stock or other securities creditors’ rights generally and subject to general principles of any such Subsidiary, or otherwise obligating Mediconsult or any such Subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. The Disclosure Schedule sets forth all of Mediconsult's Subsidiaries. Mediconsult does not directly or indirectly own any equity or similar interest in, or any interest convertible or exchangeable or exercisable for, any equity or similar interest in, any other corporation, partnership, joint venture or other business association or entityequity.

Organization, Qualification and Corporate Power. Each of Mediconsult FAA and its Subsidiaries ------------------------------------------------ Merger Sub is a corporation corporation, duly organized, validly existing, existing and in good standing under the laws of the its jurisdiction of its incorporation. Each of Mediconsult and its Subsidiaries , is duly authorized to conduct business and is in good standing under the laws of each jurisdiction where such qualification is required, except where the lack of such qualification would not have a material adverse effect on the business, operations, results of operations, assets, liabilities or financial condition of Mediconsult or Physicians' Online, or on the ability of the Parties to consummate the transactions contemplated by this Agreement (a "Mediconsult Material Adverse Effect"); it being understood, however, that Mediconsult's continuing to incur losses, as long as such losses are in the Ordinary Course of Business, shall not, alone, be deemed to be a Mediconsult Material Adverse Effect. Each of Mediconsult FAA and its Subsidiaries Merger Sub has full corporate power and authority authority, and has all necessary licenses and permits, to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. Mediconsult FAA has delivered or made available to Andrx a true DSW complete and correct copy copies of the certificate or articles its Certificate of incorporationIncorporation, as amended, and bylawsthe Bylaws of FAA and the Articles of Incorporation and Bylaws of Merger Sub, as amendedamended to the date hereof. (a) FAA has all requisite corporate power and authority to enter into this Agreement and the Agreement of Merger, and any other charter or organizational documentsto consummate the transactions contemplated hereby and thereby. Merger Sub has all requisite corporate power and authority to enter into this Agreement and the Agreement of Merger. The execution and delivery by FAA and by Merger Sub of this Agreement and the Agreement of Merger, each as amendedand the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of FAA and Merger Sub. This Agreement is, and the Agreement of Mediconsult Merger when executed and delivered by the parties thereto will be, duly executed and delivered by FAA and Merger Sub and constitute valid and binding obligations of each of its Subsidiaries. Neither Mediconsult nor FAA and Merger Sub enforceable in accordance with their terms, except as enforcement may be limited by (i) bankruptcy, insolvency, or other similar laws affecting the enforcement of creditors' rights generally and (ii) general principles of equity, regardless of whether asserted in a proceeding in equity or law. (b) The execution and delivery of this Agreement by FAA and Merger Sub does not, and the consummation of the transactions contemplated by this Agreement will not, (i) conflict with, or result in any violation or breach of its Subsidiaries is any provision of the charter documents of either of them (in each case as heretofore amended), (ii) result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) or require the consent, waiver or agreement of any person or entity (other than consents, waivers and agreements that have been or prior to the Closing will be obtained) under any of the terms, conditions or provisions of its certificate or articles of incorporation or bylaws any material note, bond, mortgage, indenture, lease, contract or other charter material agreement, instrument or organizational documentsobligation to which either FAA or Merger Sub is a party or by which either of them or any of their properties or assets may be bound, each as amended. Mediconsult or (iii) subject to the consents, approvals, orders, authorizations, filings and registrations specified in Section 4.2(c), conflict with or violate any judgment, order, decree, statute, law, ordinance, rule or regulation or any material permit, concession, franchise or license applicable to either FAA or Merger Sub or any of their properties or assets, except in the cases of clause (ii) for such consents, waivers and agreements, the absence of which, and such violations, breaches, defaults, terminations, cancellations or accelerations which, in the aggregate could not reasonably be expected to have a Material Adverse Effect on or a material adverse effect on the ability of either FAA or Merger Sub to consummate the transactions contemplated by this Agreement. (c) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to either FAA or Merger Sub in connection with the owner execution and delivery of all outstanding shares this Agreement or the consummation of capital stock or voting securities of each of its Subsidiariesthe transactions contemplated hereby, except for Pharma Marketing, LLC, which is 35% owned by Mediconsult(i) the filing of the Agreement of Merger with the Secretary of State of the State of California in accordance with the California Code, and all (ii) such shares other consents, approvals, orders, authorizations, filings, approvals and voting securities are duly authorizedregistrations which, validly issuedin the aggregate, fully paid and nonassessable. All if not obtained or made, could not reasonably be expected to have a Material Adverse Effect on either FAA or Merger Sub or have a material adverse effect on the ability of either FAA or Merger Sub to consummate the outstanding shares of capital stock and voting securities of each such Subsidiary are owned transactions contemplated by Mediconsult, free and clear of all Security Interests or rights of others. There are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements of any character relating to the issued or unissued capital stock or other securities of any such Subsidiary, or otherwise obligating Mediconsult or any such Subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. The Disclosure Schedule sets forth all of Mediconsult's Subsidiaries. Mediconsult does not directly or indirectly own any equity or similar interest in, or any interest convertible or exchangeable or exercisable for, any equity or similar interest in, any other corporation, partnership, joint venture or other business association or entitythis Agreement.

Organization, Qualification and Corporate Power. Each of Mediconsult the Company and its Subsidiaries is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation. Each of Mediconsult the Company and its Subsidiaries is duly authorized to conduct business and is in good standing under the laws of each jurisdiction where such qualification is required, except where the lack of such qualification failure to be in good standing or qualified would not reasonably be expected to have a material adverse effect Material Adverse Effect on the businessCompany and its Subsidiaries, operations, results of operations, assets, liabilities or financial condition of Mediconsult or Physicians' Online, or on the ability of the Parties to consummate the transactions contemplated by this Agreement (taken as a "Mediconsult Material Adverse Effect"); it being understood, however, that Mediconsult's continuing to incur losses, as long as such losses are in the Ordinary Course of Business, shall not, alone, be deemed to be a Mediconsult Material Adverse Effectwhole. Each of Mediconsult the Company and its Subsidiaries has full corporate power and authority authority, and has all material licenses, permits, and authorizations, in each case necessary to carry on the businesses in which it is engaged and to own and use the properties owned and used by it, except where the failure to have such licenses, permits and authorizations would not reasonably be expected to have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole. Mediconsult The Company has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The Board of Directors of the Company has acted consistent with its fiduciary duties, and this Agreement has been duly authorized, executed and delivered by the Company, and constitutes the valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms and conditions, subject to the effect of bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to creditors' rights generally and general equitable principles. Section 4.1 of the Company Disclosure Letter lists all of the directors and officers of the Company and its Subsidiaries. The Company has delivered or made available to Andrx a true the Buyer correct and correct copy complete copies of the certificate or articles charter and bylaws of incorporationeach of the Company and its Subsidiaries (as amended to date). The minute books (containing the records of meetings of the Shareholders, as amended, and bylaws, as amendedthe board of directors, and any other charter or organizational documentscommittees of the board of directors), each as amendedthe stock certificate books, and the stock record books of Mediconsult and each of the Company and its SubsidiariesSubsidiaries are correct and complete in all material respects. Neither Mediconsult nor any None of the Company and its Subsidiaries is in default under or in violation in any respect of any of the provisions provision of its certificate or articles of incorporation or charter, bylaws or other charter or organizational documents, each as amended. Mediconsult is the owner of all outstanding shares of capital stock or voting securities of each of its Subsidiaries, except for Pharma Marketing, LLC, which is 35% owned by Mediconsult, and all such shares and voting securities are duly authorized, validly issued, fully paid and nonassessable. All of the outstanding shares of capital stock and voting securities of each such Subsidiary are owned by Mediconsult, free and clear of all Security Interests or rights of others. There are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements of any character relating to the issued or unissued capital stock or other securities of any such Subsidiary, or otherwise obligating Mediconsult or any such Subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. The Disclosure Schedule sets forth all of Mediconsult's Subsidiaries. Mediconsult does not directly or indirectly own any equity or similar interest in, or any interest convertible or exchangeable or exercisable for, any equity or similar interest in, any other corporation, partnership, joint venture or other business association or entity.

Organization, Qualification and Corporate Power. (i) Each of Mediconsult RSP and its Subsidiaries RSP-TW is a corporation company duly organized, validly existing, and (if organized in a jurisdiction that recognizes the concept of “good standing”) is in good standing under the laws Laws of the jurisdiction of its incorporationformation. Each of Mediconsult RSP and its Subsidiaries RSP-TW is duly authorized to conduct business and is in good standing under the laws Laws of each jurisdiction where such qualification is required, except where the lack of such qualification would not have a material adverse effect on the business, operations, results of operations, assets, liabilities or financial condition of Mediconsult or Physicians' Online, or on the ability of the Parties to consummate the transactions contemplated by this Agreement (a "Mediconsult Material Adverse Effect"); it being understood, however, that Mediconsult's continuing to incur losses, as long as such losses are in the Ordinary Course of Business, shall not, alone, be deemed to be a Mediconsult Material Adverse Effect. Each of Mediconsult RSP and its Subsidiaries RSP-TW has full corporate power and authority to carry on the businesses business in which it is they are engaged and to own and use the properties owned and used by itthem. Mediconsult has delivered or made available to Andrx Exhibit G is a true and correct copy of the certificate or articles of incorporation, as amended, and bylaws, as amended, and any other charter or organizational documents, each as amended, of Mediconsult and each of its Subsidiaries. Neither Mediconsult nor any of its Subsidiaries is in violation of any of the provisions of its certificate or articles of incorporation or bylaws of RSP. Exhibit H is a true and correct copy of the articles of incorporation of RSP-TW. (ii) Each of RSP and RSP-TW has full power and authority (including full corporate or other charter or organizational documentsentity power and authority) to execute and deliver this Agreement and each Ancillary Agreement to which it is a party and to perform its obligations hereunder and thereunder. This Agreement and each such Ancillary Agreement constitutes the valid and legally binding obligation of RSP and RSP-TW, each as amended. Mediconsult is the owner of all outstanding shares of capital stock or voting securities of each of enforceable in accordance with its Subsidiariesterms and conditions, except for Pharma Marketingto the extent that the enforceability hereof may be limited by applicable bankruptcy, LLCinsolvency, reorganization or other similar Laws affecting the enforcement of creditors’ rights generally and by the principles of equity regarding the availability of remedies. Neither RSP nor RSP-TW is required to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any Governmental Entity in order to consummate the transactions contemplated by this Agreement or any Ancillary Agreement. The execution, delivery and performance of this Agreement, the Ancillary Agreements to which RSP is 35% owned by Mediconsulta party, and all such shares and voting securities are other agreements contemplated hereby have been duly authorized, validly issued, fully paid and nonassessable. All of the outstanding shares of capital stock and voting securities of each such Subsidiary are owned authorized by Mediconsult, free and clear of all Security Interests or rights of others. There are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements of any character relating to the issued or unissued capital stock or other securities of any such Subsidiary, or otherwise obligating Mediconsult or any such Subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securitiesRSP. The Disclosure Schedule sets forth execution, delivery and performance of this Agreement, the Ancillary Agreements to which RSP-TW is a party, and all of Mediconsult's Subsidiaries. Mediconsult does not directly or indirectly own any equity or similar interest in, or any interest convertible or exchangeable or exercisable for, any equity or similar interest in, any other corporation, partnership, joint venture or other business association or entityagreements contemplated hereby have been duly authorized by RSP-TW.

Organization, Qualification and Corporate Power. Each To the knowledge of Mediconsult and its Subsidiaries Sellers, RSSW is a corporation duly organizedincorporated, validly existing, existing and in good standing under the laws of the jurisdiction state of its incorporation. Each Delaware, and, to the knowledge of Mediconsult Sellers, has all corporate powers and its Subsidiaries is duly authorized to conduct business all material governmental licenses, authorizations, licenses, permits, consents and is in good standing under the laws of each jurisdiction where such qualification is requiredapprovals (collectively, except where the lack of such qualification would not have a material adverse effect on the business, operations, results of operations, assets, liabilities or financial condition of Mediconsult or Physicians' Online, or on the ability of the Parties to consummate the transactions contemplated by this Agreement (a "Mediconsult Material Adverse EffectGovernmental Authorizations"); it being understood, however, that Mediconsult's continuing to incur losses, as long as such losses are in the Ordinary Course of Business, shall not, alone, be deemed to be a Mediconsult Material Adverse Effect. Each of Mediconsult and its Subsidiaries has full corporate power and authority ) required to carry on the businesses business in which it is engaged and to own and use the properties owned and used by it, except such Governmental Authorizations the absence of which would not have a Material Adverse Effect (as hereinafter defined). Mediconsult has Sellers have delivered or made available to Andrx a Purchaser true and correct copy complete copies of the certificate or articles of incorporation, as amended, Incorporation and bylaws, as amended, and any other charter or organizational documentsBylaws, each of which reflect all amendments made thereto at any time prior to the date of this Agreement. To the knowledge of Sellers, RSSW is duly qualified to do business as amendeda foreign corporation and is in good standing in each jurisdiction where the character of the property owned or leased by it, of Mediconsult and each the employment of its Subsidiaries. Neither Mediconsult nor any employees or the nature of its Subsidiaries activities makes such qualification necessary, except where the failure to be so qualified would not have a Material Adverse Effect on RSSW. To the knowledge of Sellers, the stock record books of RSSW and the stock shareholder lists of RSSW (copies of which Sellers have previously furnished to Purchaser) are complete and correct in all respects and accurately reflect the record ownership and, to the knowledge of Sellers, the beneficial ownership of all the outstanding shares of RSSW's capital stock and all other securities issued by RSSW. To the knowledge of Sellers, RSSW is not in default or in violation of any of the provisions restriction, lien, encumbrance, indenture, contract, lease, sublease, loan agreement, note or other obligation or liability by which it is bound or to which any of its certificate assets is subject except such defaults or articles violations which would not have a Material Adverse Effect on RSSW. For purposes of incorporation this Agreement, a "Material Adverse Effect," with respect to any person or bylaws or other charter or organizational documents, each as amended. Mediconsult is the owner of all outstanding shares of capital stock or voting securities of each of its Subsidiaries, except for Pharma Marketing, LLC, which is 35% owned by Mediconsult, and all such shares and voting securities are duly authorized, validly issued, fully paid and nonassessable. All of the outstanding shares of capital stock and voting securities of each such Subsidiary are owned by Mediconsult, free and clear of all Security Interests or rights of others. There are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements of any character relating to the issued or unissued capital stock or other securities of any such Subsidiary, or otherwise obligating Mediconsult or any such Subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. The Disclosure Schedule sets forth all of Mediconsult's Subsidiaries. Mediconsult does not directly or indirectly own any equity or similar interest in, or any interest convertible or exchangeable or exercisable forentity (including without limitation RoseStar, any equity Subsidiary and/or Purchaser), means a material adverse effect on the condition (financial or similar interest inotherwise), any other corporationbusiness, partnershipproperties, joint venture assets, liabilities (including contingent liabilities), results of operations or other business association prospects of such person or entityentity and the affiliated companies and subsidiaries and/or parent corporation and/or corporations of such person or entity under the same ownership, taken as a whole; and "Material Adverse Change" means a change or a development which has resulted or will result in a Material Adverse Effect.

Organization, Qualification and Corporate Power. Each of Mediconsult and its Subsidiaries TeleChem is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporationDelaware. Each of Mediconsult TeleChem and its Subsidiaries subsidiaries is duly authorized to conduct business and is in good standing under the laws of each jurisdiction where such qualification is required, except where the lack of such qualification would not have a material adverse effect on the business, operations, results of operations, assets, liabilities or financial condition of Mediconsult or Physicians' Online, or on the ability of the Parties to consummate the transactions contemplated by this Agreement (a "Mediconsult Material Adverse Effect"); it being understood, however, that Mediconsult's continuing to incur losses, as long as such losses are in the Ordinary Course of Business, shall not, alone, be deemed to be a Mediconsult Material Adverse Effect. Each of Mediconsult TeleChem and its Subsidiaries subsidiaries has full corporate power and authority and all licenses, permits and authorizations necessary to carry on the businesses in which it is engaged and engaged, to own and use the properties owned and used by itit and to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the Merger and the transactions contemplated thereby. Mediconsult has delivered or made available to Andrx a true and correct copy Section 3.01 of the certificate or articles TeleChem Disclosure Schedule lists the directors and officers of incorporation, TeleChem and its subsidiaries. Except as amended, and bylaws, as amended, and any other charter or organizational documentsset forth on Section 3.01 of the TeleChem Disclosure Schedule, each as amended, of Mediconsult TeleChem and each of its Subsidiaries. Neither Mediconsult nor any of its Subsidiaries is in violation of any of the provisions of its certificate or articles of incorporation or bylaws or other charter or organizational documents, each as amended. Mediconsult is the owner of all outstanding shares of capital stock or voting securities of each of its Subsidiaries, except for Pharma Marketing, LLC, which is 35% owned by Mediconsult, and all such shares and voting securities are duly authorized, validly issued, fully paid and nonassessable. All of the outstanding shares of capital stock and voting securities of each such Subsidiary are owned by Mediconsult, free and clear of all Security Interests or rights of others. There are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements of any character relating to the issued or unissued capital stock or other securities of any such Subsidiary, or otherwise obligating Mediconsult or any such Subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. The Disclosure Schedule sets forth all of Mediconsult's Subsidiaries. Mediconsult subsidiaries does not directly or indirectly own have and never has had any equity or similar interest in, or ownership interests in any interest convertible or exchangeable or exercisable for, any equity or similar interest in, any other corporation, partnership, joint venture venture, limited liability company or other business association legal entity. The execution and delivery of this Agreement and the other agreements, documents and instruments executed in connection herewith to which TeleChem is a party and the consummation by TeleChem of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of TeleChem are necessary to authorize this Agreement or entitysuch other agreements, documents and instruments or to consummate the Merger and the transactions contemplated thereby (other than the filing and recordation of the Delaware Articles of Merger with the Delaware Secretary as required by Delaware Law). The Agreement and the other agreements, documents and instruments executed in connection herewith to which TeleChem is a party has been duly and validly executed and delivered by TeleChem and constitute a legal, valid and binding obligation of TeleChem, enforceable against TeleChem in accordance with their respective terms. The minute books (containing the records of meetings of the Stockholders, the board of directors, and any committees of the board of directors), the stock certificate books, and the stock record books of each of TeleChem and its subsidiaries are correct and complete. None of TeleChem and its subsidiaries is in default under or in violation of any provision of its charter or bylaws.