Common use of Permits and Compliance Clause in Contracts

Permits and Compliance. (a) The Company is in possession of all Permits necessary for it to own, lease and operate its properties or to carry on its business as it is now being conducted (the "Company Permits"), except where the failure to have any of the --------------- Company Permits would not, individually or in the aggregate, have a Material Adverse Effect on the Company, and, as of the date of this Agreement, no suspension or cancellation of any of the Company Permits is pending or, to the Knowledge of the Company (as hereinafter defined), threatened, except where the suspension or cancellation of any of the Company Permits would not, individually or in the aggregate, have a Material Adverse Effect on the Company; provided -------- that no representation is being made by the Company in this sentence with ---- respect to any IND or NDA of the Company filed with the FDA (which are the subject of Section 3.13 hereof). The Company is not in violation of (A) the Company Charter or the Company By-Laws, (B) any applicable law, ordinance, administrative or governmental rule or regulation or (C) any order, decree or judgment of any Governmental Entity having jurisdiction over the Company, except, in the case of clauses (B) and (C), for any violations that, individually or in the aggregate, would not have a Material Adverse Effect on the Company. (b) Except as disclosed in the Company SEC Documents filed prior to the date of this Agreement or in Schedule 3.8(a) of the Company Disclosure Schedule, as of the date of this Agreement, there is no contract or agreement that is material to the business, financial condition or results of operations of the Company. Except as set forth in the Company SEC Documents filed prior to the date of this Agreement or in Schedule 3.8(b) of the Company Disclosure Schedule, the execution and delivery of the Transaction Agreements do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of any benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company under, any indenture, mortgage, loan agreement, note or other agreement or instrument for borrowed money, any guarantee of any agreement or instrument for borrowed money or any lease, contractual license or other contract, agreement or instrument to which the Company is a party or by which the Company is bound or to which any of the properties, assets or operations of the Company is subject, other than such conflicts, violations, breaches, defaults, rights or liens as would not, individually or in the aggregate, have a Material Adverse Effect on the Company. As used in this Agreement "Knowledge of the Company" means the actual knowledge ------------------------ of any of the Chief Executive Officer, the Chief Financial Officer, the General Counsel of the Company or Executive Vice President, Research and Development.

Permits and Compliance. (a) The Each of the Company and its Subsidiaries is in possession of all Permits franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for it the Company or any of its Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the "Company Permits"), except where the failure to have any of the --------------- Company Permits would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company, and, as . To the Knowledge of the date Company, neither the Company nor any of this Agreementits Subsidiaries has or is required to have any authorizations, no licenses or permits issued by the Federal Communications Commission. No suspension or cancellation of any of the Company Permits is pending or, to the Knowledge of the Company (as hereinafter defined), threatened, except where the suspension or cancellation of any of the Company Permits would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company; provided -------- that no representation is being made by . (b) Neither the Company in this sentence with ---- respect to nor any IND or NDA of the Company filed with the FDA (which are the subject of Section 3.13 hereof). The Company its Subsidiaries is not in violation of (Ai) the Company Charter its charter, by-laws or the Company By-Lawsother organizational documents, (Bii) any applicable law, ordinance, administrative or governmental rule or regulation regulation, or (Ciii) any order, decree or judgment of any Governmental Entity having jurisdiction over the CompanyCompany or any of its Subsidiaries, except, in the case of clauses (Bi), (ii) and (Ciii), for any violations that, individually or in the aggregate, would reasonably be expected to not have a Material Adverse Effect on the Company. (bc) Except as disclosed in the Company SEC Documents filed prior to the date of this Agreement or in Schedule 3.8(a) of the Company Disclosure Schedule, as of the date of this Agreement, there is no contract or agreement that is material to the business, financial condition or results of operations of the Company. Except as set forth in the Company SEC Documents filed prior to the date of this Agreement or in Schedule 3.8(b) the Draft Form 10-Q, no event of default by the Company or any of its Subsidiaries or, to the Knowledge of the Company, any other party, or event that, but for the giving of notice or the lapse of time or both, would constitute an event of default by the Company Disclosure Scheduleor any of its Subsidiaries or, to the execution and delivery Knowledge of the Transaction Agreements do notCompany, and any other party exists or, upon the consummation by the Company of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof by this Agreement, will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of any benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company under, exist under any indenture, mortgage, loan agreement, note or other agreement or instrument for borrowed money, any guarantee of any agreement or instrument for borrowed money or any lease, contractual license or other contract, agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any such Subsidiary is bound or to which any of the properties, assets or operations of the Company or any such Subsidiary is subject, other than such conflicts, violations, breaches, defaults, rights or liens as would notany defaults that, individually or in the aggregate, would reasonably be expected to not have a Material Adverse Effect on the Company. As used in this Agreement "Knowledge of the Company" means the actual knowledge ------------------------ of any of the Chief Executive Officer, the Chief Financial Officer, the General Counsel of the Company or Executive Vice President, Research and Development.

Permits and Compliance. (a) The Company Parent is in possession of all Permits franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for it the Parent to own, lease and operate its properties or to carry on its business as it is now being conducted (the "Company Parent Permits"), except where the failure to have any of the --------------- Company Parent Permits would not, individually or in the aggregate, have a Material Adverse Effect on the CompanyParent, and, as of the date of this Agreement, no suspension or cancellation of any of the Company Parent Permits is pending or, to the Knowledge knowledge of the Company (as hereinafter defined)Parent, threatened, except where the suspension or cancellation of any of the Company Parent Permits would not, individually or in the aggregate, have a Material Adverse Effect on the Company; provided -------- that no representation is being made by the Company in this sentence with ---- respect to any IND or NDA of the Company filed with the FDA (which are the subject of Section 3.13 hereof)Parent. The Company Parent is not in violation of (Ai) the Company Charter its charter, by-laws or the Company By-Lawsother organizational documents, (Bii) any applicable law, ordinance, administrative or governmental rule or regulation regulation, or (Ciii) any order, decree or judgment of any Governmental Entity having jurisdiction over the CompanyParent, except, in the case of clauses (Bi), (ii) and (Ciii), for any violations that, individually or in the aggregate, would not have a Material Adverse Effect on the Company. (b) Parent. As of the date hereof, there is no contract or agreement, not entered into in the ordinary course of business, that is material to the business, properties, assets, liabilities, financial condition, results of operations or prospects of the Parent and its Subsidiaries, taken as a whole. Except as disclosed set forth in the Company Parent SEC Documents filed prior to the date of this Agreement or in Schedule 3.8(a) of the Company Disclosure Schedule, as of the date of this Agreement, there is no contract event of default or agreement that is material to event that, but for the businessgiving of notice or the lapse of time or both, financial condition or results would constitute an event of operations of the Company. Except as set forth in the Company SEC Documents filed prior to the date of this Agreement or in Schedule 3.8(b) of the Company Disclosure Scheduledefault exists or, the execution and delivery of the Transaction Agreements do not, and upon the consummation by the Parent of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation by this Agreement or the loss of any benefit underCompany Option Agreement, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company under, will exist under any indenture, mortgage, loan agreement, note or other agreement or instrument for borrowed money, any guarantee of any agreement or instrument for borrowed money or any lease, contractual license or other contract, agreement or instrument to which the Company Parent is a party or by which the Company Parent is bound or to which any of the properties, assets or operations of the Company Parent is subject, other than such conflicts, violations, breaches, defaults, rights or liens as would notany defaults that, individually or in the aggregate, would not have a Material Adverse Effect on the Company. As used in this Agreement "Knowledge of the Company" means the actual knowledge ------------------------ of any of the Chief Executive Officer, the Chief Financial Officer, the General Counsel of the Company or Executive Vice President, Research and DevelopmentParent.

Permits and Compliance. (a) The Except as disclosed in the Company SEC Documents filed before the date hereof, each of the Company and its Subsidiaries is in possession of all Permits franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for it the Company or any of its Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the "Company Permits"), except where the failure to have any of the --------------- Company Permits would not, individually or in the aggregate, have a Material Adverse Effect on the Company, and, . Except as of disclosed in the Company SEC Documents filed before the date of this Agreementhereof, no suspension or cancellation of neither the Company nor any of the Company Permits its Subsidiaries is pending or, to the Knowledge of the Company (as hereinafter defined), threatened, except where the suspension or cancellation of any of the Company Permits would not, individually or in the aggregate, have a Material Adverse Effect on the Company; provided -------- that no representation is being made by the Company in this sentence with ---- respect to any IND or NDA of the Company filed with the FDA (which are the subject of Section 3.13 hereof). The Company is not in violation of (A) the Company Charter charter, by-laws or other organizational documents of the Company By-Lawsor any of its Significant Subsidiaries, (B) the charter, by-laws or other organizational documents of any Subsidiary that is not a Significant Subsidiary, (C) any applicable law, ordinance, administrative or governmental rule or regulation or (CD) any order, decree or judgment of any Governmental Entity having jurisdiction over the CompanyCompany or any of its Subsidiaries, except, in the case of clauses (B) and ), (C) or (D), for any violations that, individually or in the aggregate, would not have a Material Adverse Effect on the Company. (b) Except Section 3.8 of the Company Letter contains, as of the date hereof, each contract or agreement that would be required to be filed by the Company as a material contract pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act if the Company were filing an annual report on 10-K. The material contracts disclosed in Section 3.8 of the Company Letter are in full force and effect, as of the date hereof, except as otherwise expressly stated in the Company SEC Documents filed prior to the date of this Agreement or in Schedule 3.8(a) Section 3.8 of the Company Disclosure Schedule, Letter. Except as set forth in Section 3.8 of the date Company Letter, neither the Company nor any of this Agreementits Subsidiaries is a party to or bound by any agreement evidencing, there is no contract or agreement that is material guarantee relating to, indebtedness for borrowed money to the business, financial condition or results of operations extent the aggregate principal amount outstanding thereunder exceeds $10,000,000. To the knowledge of the Company, Section 3.8 of the Company Letter also sets forth all agreements and contracts of the Company or any of its Subsidiaries (i) that both (A) are not client contracts and (B) purport to limit, curtail or restrict the ability of the Company or any of its Subsidiaries or affiliates to compete in any geographic area or line of business or (ii) that both (A) are client contracts and (B) from and after the Closing would, by their own terms, purport to restrict, in any material respect, the continuation of the current conduct of the businesses of Parent and its Subsidiaries, as described in the Parent SEC Documents filed before the date hereof. Except as set forth in the Company SEC Documents filed prior to the date of this Agreement or as disclosed in Schedule 3.8(b) Section 3.8 of the Company Disclosure ScheduleLetter, no event of default or event that, but for the execution and delivery giving of notice or the Transaction Agreements do notlapse of time or both, and would constitute an event of default exists or, upon the consummation by the Company of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof by this Agreement will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of any benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company under, exist under any indenture, mortgage, loan agreement, note or other agreement or instrument for borrowed money, any guarantee of any agreement or instrument for borrowed money or any lease, contractual license or other contract, agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any such Subsidiary is bound or to which any of the properties, assets or operations of the Company or any such Subsidiary is subject, other than such conflicts, violations, breaches, defaults, rights or liens as would notany defaults that, individually or in the aggregate, would not have a Material Adverse Effect on the Company. As used in this Agreement "Knowledge of the Company" means the actual knowledge ------------------------ of any of the Chief Executive Officer, the Chief Financial Officer, the General Counsel of the Company or Executive Vice President, Research and Development.

Permits and Compliance. (a) The Each of the Company and its Subsidiaries is in possession of all Permits necessary for it to own, lease and operate its properties or to carry on its business as it is now being conducted (the "Company Permits"), except where the failure to have any of the --------------- Company Permits would not, individually or in the aggregate, have a Material Adverse Effect on the Company, and, as of the date of this Agreement, no suspension or cancellation of any of the Company Permits is pending or, to the Knowledge of the Company (as hereinafter defined), threatened, except where the suspension or cancellation of any of the Company Permits would not, individually or in the aggregate, have a Material Adverse Effect on the Company; provided -------- that no representation is being made by the Company in this sentence with ---- respect to any IND or NDA . None of the Company filed with the FDA (which are the subject or any of Section 3.13 hereof). The Company its Subsidiaries is not in violation of (A) the Company Charter its certificate, by-laws or the Company By-Lawsother organizational documents, (B) any applicable law, ordinance, administrative or governmental rule or regulation or (C) any order, decree or judgment of any Governmental Entity having jurisdiction over the CompanyCompany or any of its Subsidiaries, except, in the case of clauses (A) (as to the Company's Subsidiaries only), (B) and (C), for any violations that, individually or in the aggregate, would not have a Material Adverse Effect on the Company. (b) . Except as disclosed in the Company SEC Documents filed prior to the date of this Agreement or in Schedule 3.8(a) of the Company Disclosure ScheduleLetter, as of the date of this Agreement, hereof there is no contract or agreement that is material to the business, financial condition or results of operations of the CompanyCompany and its Subsidiaries, taken as a whole. Except as set forth in the Company SEC Documents filed prior to the date of this Agreement or in Schedule 3.8(b) of the Company Disclosure ScheduleLetter, no event of default or event that, but for the execution and delivery giving of notice or the Transaction Agreements do notlapse of time or both, and would constitute an event of default exists or, upon the consummation by the Company of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof by this Agreement, will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of any benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company under, exist under any indenture, mortgage, loan agreement, note or other agreement or instrument for borrowed money, any guarantee of any agreement or instrument for borrowed money or any lease, contractual license or other contract, agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any such Subsidiary is bound or to which any of the properties, assets or operations of the Company or any such Subsidiary is subject, other than such conflicts, violations, breaches, defaults, rights or liens as would notany defaults that, individually or in the aggregate, would not have a Material Adverse Effect on the Company. As used in this Agreement "Knowledge of the Company" means the actual knowledge ------------------------ of any of the Chief Executive Officer, the Chief Financial Operating Officer, the Chief Financial Officer or the General Counsel of the Company or Executive Vice President, Research and DevelopmentCompany.

Permits and Compliance. (a) The Each of the Company and its Subsidiaries is in possession of all Permits franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity or Card Association necessary for it the Company or any of its Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the "Company Permits"), except where the failure to have any of the --------------- Company Permits would not, individually or in the aggregate, have a Material Adverse Effect on the Company, and, as Company or prevent or materially delay the consummation of the date of this AgreementMerger, and no suspension or cancellation of any of the Company Permits is pending or, to the Knowledge knowledge of the Company (as hereinafter defined)Company, threatened, except where the suspension or cancellation of any of the Company Permits would not, individually or in the aggregate, have a Material Adverse Effect on the Company; provided -------- that no representation is being made by Company or prevent or materially delay the consummation of the Merger. Neither the Company in this sentence with ---- respect to nor any IND or NDA of its Subsidiaries nor, for purposes of clause (D), any of the Company filed with the FDA (which are the subject Company's or any of Section 3.13 hereof). The Company its Subsidiary's independent sales organizations, is not in violation of (A) the Company Charter its charter, by-laws or the Company By-Lawsother organizational documents, (B) any applicable law, ordinance, administrative or governmental rule or regulation or regulation, (C) any order, decree or judgment of any Governmental Entity having jurisdiction over the CompanyCompany or any of its Subsidiaries or (D) any applicable Card Association rules, exceptby-laws or regulations, except in the case of clauses (A), (B), (C) and (CD), for any violations that, individually or in the aggregate, would not have a Material Adverse Effect on the Company. (b) Company or prevent or materially delay the consummation of the Merger. Except as disclosed in the Company SEC Documents filed prior to the date of this Agreement or in Schedule 3.8(a) Section 3.9 of the Company Disclosure ScheduleLetter, as there are no contracts or agreements of the date Company or its Subsidiaries (including the Company Merchant Contracts) having terms or conditions which would have a Material Adverse Effect on the Company or having covenants that purport to bind any stockholder or any Affiliated Person (as hereinafter defined) of this Agreement, there is no contract or agreement that is material to the business, financial condition or results of operations any stockholder of the CompanyCompany after the Effective Time. Except as set forth in the Company SEC Documents filed prior to the date of this Agreement or in Schedule 3.8(b) Section 3.9 of the Company Disclosure ScheduleLetter, no event of default or event that, but for the execution and delivery giving of notice or the Transaction Agreements do notlapse of time or both, and would constitute an event of default exists or, upon the consummation by the Company of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof by this Agreement, will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of any benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company under, exist under any indenture, mortgage, loan agreement, note or other agreement or instrument for borrowed money, any guarantee of any agreement or instrument for borrowed money or any lease, contractual license or other contract, agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any such Subsidiary is bound or to which any of the properties, assets or operations of the Company or any such Subsidiary is subject, other than such conflicts, violations, breaches, defaults, rights or liens as would notany defaults that, individually or in the aggregate, would not have a Material Adverse Effect on the Company. As used in this Agreement "Knowledge of the Company" means the actual knowledge ------------------------ of any of the Chief Executive Officer, the Chief Financial Officer, the General Counsel of the Company or Executive Vice President, Research and Development.

Permits and Compliance. (a) The Each of the Company and its Subsidiaries is in possession of all Permits franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for it the Company or any of its Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the "Company Permits"), except where the failure to have any of the --------------- Company Permits would not, individually or in the aggregate, have a Material Adverse Effect on the Company, and, as of the date of this Agreement, and no suspension or cancellation of any of the Company Permits is pending or, to the Knowledge of the Company (as hereinafter defined), threatened, except where . Neither the suspension or cancellation of Company nor any of the Company Permits would not, individually or in the aggregate, have a Material Adverse Effect on the Company; provided -------- that no representation its Subsidiaries is being made by the Company in this sentence with ---- respect to any IND or NDA of the Company filed with the FDA (which are the subject of Section 3.13 hereof). The Company is not in violation of (A) the Company Charter its charter, Bylaws or the Company By-Lawsother organizational documents, (B) any applicable law, ordinance, administrative administrative, or governmental rule or regulation of any Governmental Entity, including any consumer protection, equal opportunity, customs, export control, foreign trade, foreign corrupt practices (including the Foreign Corrupt Practices Act), health, or (C) any order, decree or judgment of any Governmental Entity having jurisdiction over the CompanyCompany or any of its Subsidiaries, except, in the case of clauses (B) and (C), for any violations that, individually or in the aggregate, would not have a Material Adverse Effect on the Company. (b) . There are no contracts or agreements of the Company or its Subsidiaries having covenants not to compete that materially impair the ability of the Company or any of its Subsidiaries to conduct its businesses as currently conducted or could reasonably be expected to materially impair Acquiror's ability to conduct the Company's business after the Closing in the manner in which it had been conducted prior to the Closing. Except as disclosed in the Company SEC Documents filed prior to the date of this Agreement Agreement, no event of default or in Schedule 3.8(a) event that, but for the giving of notice or the lapse of time or both, would constitute an event of default exists or, upon the consummation by the Company Disclosure Schedule, as of the date of this Agreement, there is no contract or agreement that is material to the business, financial condition or results of operations of the Company. Except as set forth in the Company SEC Documents filed prior to the date of this Agreement or in Schedule 3.8(b) of the Company Disclosure Schedule, the execution and delivery of the Transaction Agreements do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof by this Agreement, will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of any benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company under, exist under any indenture, mortgage, loan agreement, note or other agreement or instrument for borrowed money, any guarantee of any agreement or instrument for borrowed money or any lease, contractual license or other contract, agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any such Subsidiary is bound or to which any of the properties, assets or operations of the Company or any such Subsidiary is subject, other than such conflicts, violations, breaches, defaults, rights or liens as would notany defaults that, individually or in the aggregate, would not have a Material Adverse Effect on the Company. As used in this Agreement "Knowledge of the Company" means the actual knowledge ------------------------ of any of the Chief Executive Officer, the Chief Financial Officer, the General Counsel of the Company or Executive Vice President, Research and Development.

Permits and Compliance. (a) The Each of the Company and its Subsidiaries is in possession of all Permits franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for it the Company or any of its Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (collectively, the "Company Permits"), except where the failure to have any of the --------------- Company Permits would not, individually or in the aggregate, have a Material Adverse Effect on the Company, and, as of the date of this Agreement, no suspension or cancellation of any of the Company Permits is pending or, to the "Knowledge of the Company Company" (as hereinafter defineddefined in this Section 3.8), threatened, except where the suspension or cancellation of any of the Company Permits would not, individually or in the aggregate, have a Material Adverse Effect on the Company; provided -------- that no representation is being made by . Neither the Company nor any of its Subsidiaries is in this sentence with ---- respect to any IND default or NDA of the Company filed with the FDA (which are the subject of Section 3.13 hereof). The Company is not in violation of (A) the Company Charter its charter, bylaws or the Company By-Lawsother organizational documents, (B) any applicable law, ordinance, administrative or governmental rule or regulation or regulation, (C) any order, decree or judgment of any Governmental Entity having jurisdiction over the CompanyCompany or any of its Subsidiaries, or (D) any provisions of the rules and regulations of the Credit Card Associations, except, in the case of clauses (A), (B) and ), (C), or (D) for any violations that, individually or in the aggregate, would not have a Material Adverse Effect on the Company. (b) . Except as disclosed in the Company SEC Documents filed prior to the date of this Agreement or in Schedule 3.8(a) of the Company Disclosure Schedule3.8, as of the date of this Agreement, hereof there is no contract or agreement that is material to the business, financial condition or results of operations of the CompanyCompany and its Subsidiaries, taken as a whole. Except as set forth in the Company SEC Documents filed prior to Schedule 3.8, as of the date of this Agreement Agreement, no event of default or in Schedule 3.8(b) event that, but for the giving of notice or the lapse of time or both, would constitute an event of default exists or, upon the consummation by the Company Disclosure Schedule, the execution and delivery of the Transaction Agreements do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof by this Agreement, will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of any benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company under, exist under any indenture, mortgage, loan agreement, note or other agreement or instrument for borrowed money, any guarantee of any agreement or instrument for borrowed money or any lease, contractual license or other contract, agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any such Subsidiary is bound or to which any of the properties, assets or operations of the Company or any such Subsidiary is subject, other than such conflicts, violations, breaches, defaults, rights or liens as would notany defaults that, individually or in the aggregate, would not have a Material Adverse Effect on the Company. As used Set forth in this Agreement Schedule 3.8 is a description of any material changes to the amount and terms of the indebtedness of the Company and its Subsidiaries as described in the Company Annual Report. "Knowledge of the Company" means the actual knowledge ------------------------ of any of the Chief Executive Officer, the Chief Financial Officer, the General Counsel of the Company or Executive Vice President, Research and Developmentindividuals identified in Schedule 3.8.

Permits and Compliance. (a) The Each of the Company and its Subsidiaries is in possession of all Permits franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity which, to the Knowledge of the Company (as hereinafter defined), are necessary for it the Company or any of its Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the "Company Permits"), ) except where the failure to have any of the --------------- Company Permits would not, individually or in the aggregate, have a Material Adverse Effect on the Company, and, as of the date of this Agreement, no suspension or cancellation of any of the Company Permits is pending or, to the Knowledge of the Company (as hereinafter defined), threatened, except where the suspension or cancellation of any of the Company Permits would not, individually or in the aggregate, have a Material Adverse Effect on the Company; provided -------- that no representation is being made by . Neither the Company in this sentence with ---- respect to nor any IND or NDA of the Company filed with the FDA (which are the subject of Section 3.13 hereof). The Company its Subsidiaries is not in violation of (A) the Company Charter its Articles of Incorporation, Bylaws or the Company By-Lawsother organizational document, (B) any applicable law, ordinance, administrative or governmental rule or regulation or (C) any order, decree or judgment of any Governmental Entity having jurisdiction over the CompanyCompany or any of its Subsidiaries, except, in the case of clauses (B) and (C), for any violations that, individually or in the aggregate, would not have a Material Adverse Effect on the Company. (b) . Except as disclosed in the Company SEC Documents filed prior to the date of this Agreement or in Schedule 3.8(a) of the Company Disclosure ScheduleAgreement, as of the date of this Agreement, hereof there is no contract or agreement that is material to the business, financial condition or results of operations of the CompanyCompany and its Subsidiaries, taken as a whole. Except as set forth in the Company SEC Documents filed and Schedule 3.8 of the Disclosure Schedule, prior to the date of this Agreement Agreement, no event of default or in Schedule 3.8(b) event that, but for the giving of notice or the lapse of time or both, would constitute an event of default exists or, upon the consummation by the Company Disclosure Schedule, the execution and delivery of the Transaction Agreements do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof by this Agreement, will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of any benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company under, exist under any indenture, mortgage, loan agreement, note or other agreement or instrument for borrowed money, any guarantee of any agreement or instrument for borrowed money or any lease, contractual license or other contract, agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any such Subsidiary is bound or to which any of the properties, assets or operations of the Company or any such Subsidiary is subject, other than such conflicts, violations, breaches, defaults, rights or liens as would notany defaults that, individually or in the aggregate, would not have a Material Adverse Effect on the Company. As used in Set forth on Schedule 3.8 to this Agreement is a description of any material changes to the amount and terms of the indebtedness of the Company and its Subsidiaries as described in the Company's Annual Report on Form 10-K. "Knowledge of the Company" means the actual knowledge ------------------------ of any of the Chief Executive Officer, the Officer and Chief Financial Officer, the General Counsel Officer of the Company or Executive Vice President, Research and DevelopmentCompany.

Permits and Compliance. (a) The Each of the Company and its Subsidiaries is in possession of all Permits franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity which, to the Knowledge of the Company (as hereinafter defined), are necessary for it the Company or any of its Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the "Company Permits"), ) except where the failure to have any of the --------------- Company Permits would not, individually or in the aggregate, have a Material Adverse Effect on the Company, and, as of the date of this Agreement, no suspension or cancellation of any of the Company Permits is pending or, to the Knowledge of the Company (as hereinafter defined), threatened, except where the suspension or cancellation of any of the Company Permits would not, individually or in the aggregate, have a Material Adverse Effect on the Company; provided -------- that no representation is being made by . Neither the Company in this sentence with ---- respect to nor any IND or NDA of the Company filed with the FDA (which are the subject of Section 3.13 hereof). The Company its Subsidiaries is not in violation of (A) the Company Charter its Articles of Incorporation, Bylaws or the Company By-Lawsother organizational document, (B) any applicable law, ordinance, administrative or governmental rule or regulation or (C) any order, decree or judgment of any Governmental Entity having jurisdiction over the CompanyCompany or any of its Subsidiaries, except, in the case of clauses (B) and (C), for any violations that, individually or in the aggregate, would not have a Material Adverse Effect on the Company. (b) . Except as disclosed in the Company SEC Documents filed prior to the date of this Agreement or in Schedule 3.8(a) of the Company Disclosure ScheduleAgreement, as of the date of this Agreement, hereof there is no contract or agreement that is material to the business, financial condition or results of operations of the CompanyCompany and its Subsidiaries, taken as a whole. Except as set forth in the Company SEC Documents filed and Schedule 3.8 of the Disclosure Schedule, prior to the date of this Agreement Agreement, no event of default or in Schedule 3.8(b) of event that, but for the Company Disclosure Schedule, the execution and delivery of the Transaction Agreements do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of any benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company under, any indenture, mortgage, loan agreement, note or other agreement or instrument for borrowed money, any guarantee of any agreement or instrument for borrowed money or any lease, contractual license or other contract, agreement or instrument to which the Company is a party or by which the Company is bound or to which any of the properties, assets or operations of the Company is subject, other than such conflicts, violations, breaches, defaults, rights or liens as would not, individually or in the aggregate, have a Material Adverse Effect on the Company. As used in this Agreement "Knowledge of the Company" means the actual knowledge ------------------------ of any of the Chief Executive Officer, the Chief Financial Officer, the General Counsel of the Company or Executive Vice President, Research and Development.21

Permits and Compliance. (a) The Each of the Company and its Subsidiaries is in possession of all Permits franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for it the Company or any of its Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the "Company Permits"), except where the failure to have any of the --------------- Company Permits would not, individually or in the aggregate, have a Material Adverse Effect on the Company, and, as of the date of this Agreement, and no suspension or cancellation of any of the Company Permits is pending or, to the Knowledge of the Company (as hereinafter defined), threatened, except where the suspension or cancellation of any of the Company Permits would not, individually or in the aggregate, have a Material Adverse Effect on the Company; provided -------- that no representation is being made by . Neither the Company in this sentence with ---- respect to nor any IND or NDA of the Company filed with the FDA (which are the subject of Section 3.13 hereof). The Company its Subsidiaries is not in violation of (A) the Company Charter its charter, by-laws or the Company By-Lawsother organizational documents, (B) any applicable law, ordinance, administrative or governmental rule or regulation regulation, or (C) any order, decree or judgment of any Governmental Entity having jurisdiction over the CompanyCompany or any of its Subsidiaries, except, in the case of clauses (A), (B) and (C), for any violations that, individually or in the aggregate, would not have a Material Adverse Effect on the Company. (b) . Except as disclosed in the Company SEC Documents filed prior to the date of this Agreement Agreement, there are no contracts or in Schedule 3.8(a) agreements of the Company Disclosure Schedule, as or its Subsidiaries having terms or conditions which would have a Material Adverse Effect on the Company or having covenants not to compete that materially impair the ability of the date Company to conduct its business as currently conducted or purport to bind any shareholder or any Affiliated Person of this Agreement, there is no contract or agreement that is material to the business, financial condition or results of operations any shareholder of the CompanyCompany after the Effective Time. Except as set forth in the Company SEC Documents filed prior to the date of this Agreement Agreement, no event of default or in Schedule 3.8(b) event that, but for the giving of notice or the lapse of time or both, would constitute an event of default exists or, upon the consummation by the Company Disclosure Schedule, the execution and delivery of the Transaction Agreements do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation by this Agreement or the loss of any benefit underStock Option Agreement, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company under, will exist under any indenture, mortgage, loan agreement, note or other agreement or instrument for borrowed money, any guarantee of any agreement or instrument for borrowed money or any lease, contractual license or other contract, agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any such Subsidiary is bound or to which any of the properties, assets or operations of the Company or any such Subsidiary is subject, other than such conflicts, violations, breaches, defaults, rights or liens as would notany defaults that, individually or in the aggregate, would not have a Material Adverse Effect on the Company. As used in this Agreement "Knowledge of the Company" means the actual knowledge ------------------------ of any of the Chief Executive OfficerXxxxxxxx X. Xxxx, the Chief Financial OfficerXxxxx X. Xxxxxxxxx, the General Counsel of the Company or Executive Vice PresidentXxxxx X'Xxxxxx, Research Xxxxx Xxxx and DevelopmentXxxxx Xxxxxx.

Permits and Compliance. (a) The Each of the Company and its Subsidiaries is in possession of all Permits franchises, grants, authorizations, licenses, permits, tariffs, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for it the Company or any of its Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the "Company Permits"), except where the failure to have any of the --------------- Company Permits would not, individually or in the aggregate, have a Material Adverse Effect on the Company, and, as of the date of this Agreement, and no suspension or cancellation of any of the Company Permits is pending or, to the Knowledge of the Company (as hereinafter defined)Company, threatened, except where the suspension or cancellation of any of the Company Permits would not, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on the Company; provided -------- that no representation is being made by the Company . Except as set forth in this sentence with ---- respect to any IND or NDA Section 3.7 of the Company filed Letter, neither the Company nor any of its Subsidiaries is in violation of, or has taken any action or omitted to take any action which, with the FDA (which are the subject passage of Section 3.13 hereof). The Company is not time, would result in a violation of (A) the Company Charter its charter, bylaws or the Company By-Lawsother organizational documents, (B) any applicable law, ordinance, administrative administrative, or governmental rule or regulation or regulation, (C) any order, decree or judgment of any Governmental Entity having jurisdiction over the Company, except, in the case of clauses (B) and (C), for any violations that, individually Company or in the aggregate, would not have a Material Adverse Effect on the Company. (b) Except as disclosed in the Company SEC Documents filed prior to the date of this Agreement or in Schedule 3.8(a) of the Company Disclosure Schedule, as of the date of this Agreement, there is no contract or agreement that is material to the business, financial condition or results of operations of the Company. Except as set forth in the Company SEC Documents filed prior to the date of this Agreement or in Schedule 3.8(b) of the Company Disclosure Schedule, the execution and delivery of the Transaction Agreements do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of any benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties its Subsidiaries or assets of the (D) any Company under, any indenture, mortgage, loan agreement, note Permits. There are no contracts or other agreement or instrument for borrowed money, any guarantee of any agreement or instrument for borrowed money or any lease, contractual license or other contract, agreement or instrument to which the Company is a party or by which the Company is bound or to which any of the properties, assets or operations of the Company is subject, other than such conflicts, violations, breaches, defaults, rights or liens as would not, individually or in the aggregate, have a Material Adverse Effect on the Company. As used in this Agreement "Knowledge of the Company" means the actual knowledge ------------------------ of any of the Chief Executive Officer, the Chief Financial Officer, the General Counsel agreements of the Company or Executive Vice President, Research and Developmentits Subsidiaries containing covenants not to compete that materially impair the ability of the Company to conduct its business as currently conducted or would reasonably be expected to materially impair the Company's ability to conduct its businesses.

Permits and Compliance. (a) The Company is in possession of all Permits franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for it the Company to own, lease and operate its properties or to carry on its business as it is now being conducted (the "Company PermitsCOMPANY PERMITS"), except where the failure to have any of the --------------- Company Permits would not, individually or in the aggregate, have a Material Adverse Effect on the Company, and, as of the date of this Agreement, and no suspension or cancellation of any of the Company Permits is pending or, to the Knowledge of the Company (as hereinafter defined), threatened, except where the suspension or cancellation of any of the Company Permits would not, individually or in the aggregate, have a Material Adverse Effect on the Company; provided -------- that no representation is being made by the Company in this sentence with ---- respect to any IND or NDA of the Company filed with the FDA (which are the subject of Section 3.13 hereof). The Company is not in violation of (A) the Company Charter or the Company By-LawsBylaws, (B) any applicable law, ordinance, administrative or governmental rule or regulation regulation, or (C) any order, decree or judgment of any Governmental Entity having jurisdiction over the Company, except, in the case of clauses (BA) and (C), for any violations that, individually or in the aggregate, would not have a Material Adverse Effect on the Company. (b) . Except as disclosed in the Company SEC Documents filed prior to the date of this Agreement Agreement, there are no contracts or in Schedule 3.8(a) agreements of the Company Disclosure Schedule, as of the date of this Agreement, there is no contract having terms or agreement that is material to the business, financial condition or results of operations of the Company. Except as set forth in the Company SEC Documents filed prior to the date of this Agreement or in Schedule 3.8(b) of the Company Disclosure Schedule, the execution and delivery of the Transaction Agreements do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of any benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company under, any indenture, mortgage, loan agreement, note or other agreement or instrument for borrowed money, any guarantee of any agreement or instrument for borrowed money or any lease, contractual license or other contract, agreement or instrument to conditions which the Company is a party or by which the Company is bound or to which any of the properties, assets or operations of the Company is subject, other than such conflicts, violations, breaches, defaults, rights or liens as would not, individually or in the aggregate, have a Material Adverse Effect on the Company. As used in this Agreement "Knowledge of Company or having covenants not to compete that materially impair the Company" means the actual knowledge ------------------------ of any of the Chief Executive Officer, the Chief Financial Officer, the General Counsel ability of the Company to conduct its business as currently conducted or Executive Vice President, Research and Development.would reasonably be expected to

Permits and Compliance. (a) The Each of the Company and its Subsidiaries is in possession of all Permits franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for it the Company or any of its Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the "Company Permits"), except where the failure to have any of the --------------- Company Permits would not, individually or in the aggregate, have a Material Adverse Effect on the Company, and, as of the date of this Agreement, no suspension or cancellation of any of the Company Permits is pending or, to the Knowledge knowledge of the Company (as hereinafter defined), threatened, except where the suspension or cancellation of any of the Company Permits would not, individually or in the aggregate, have a Material Adverse Effect on the Company; provided -------- that no representation is being made by . Neither the Company in this sentence with ---- respect to nor any IND or NDA of the Company filed with the FDA (which are the subject of Section 3.13 hereof). The Company its Subsidiaries is not in violation of (A) the Company Charter its charter, by-laws or the Company By-Lawsother organizational documents, (B) any applicable law, ordinance, administrative or governmental rule or regulation or (C) any order, decree or judgment of any Governmental Entity having jurisdiction over the CompanyCompany or any of its Subsidiaries, except, in the case of clauses (A), (B) and (C), for any violations that, individually or in the aggregate, would not have a Material Adverse Effect on the Company. (b) . Except as disclosed in the Company SEC Disclosure Documents filed provided prior to the date of this Agreement or in Schedule 3.8(a) of the Company Disclosure ScheduleAgreement, as of the date of this Agreement, hereof there is no contract or agreement that is material (which, for the purpose of this sentence, shall be limited to contracts involving $100,000 or more and not terminable on 30-days' notice and excluding purchase of inventory in the ordinary course of business) to the business, financial condition or results of operations of the CompanyCompany and its Subsidiaries, taken as a whole. Except as set forth in the Company SEC Documents filed Disclosure Documents, prior to the date of this Agreement Agreement, no event of default or in Schedule 3.8(b) event that, but for the giving of notice or the lapse of time or both, would constitute an event of default exists or, upon the consummation by the Company Disclosure Schedule, the execution and delivery of the Transaction Agreements do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof by this Agreement, will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of any benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company under, exist under any indenture, mortgage, loan agreement, note or other agreement or instrument for borrowed money, any guarantee of any agreement or instrument for borrowed money or any lease, contractual license or other contract, agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any such Subsidiary is bound or to which any of the properties, assets or operations of the Company or any such Subsidiary is subject, other than such conflicts, violations, breaches, defaults, rights or liens as would notany defaults that, individually or in the aggregate, would not have a Material Adverse Effect on the Company. As used Set forth in Schedule 3.8 to this Agreement is a description of (i) all material leases (including all store leases, commitments for store leases and commitments for the construction or renovation of stores, which shall be deemed material for purposes of this sentence) to which the Company or any of its Subsidiaries is a party or by which the Company or any such Subsidiary is bound or to which any of the properties, assets or operations of the Company or any such Subsidiary is subject and all amendments thereto, (ii) all contractual licenses or other agreements or instruments involving sales in the Company stores to which the Company or any of its Subsidiaries is a party or by which the Company or any such Subsidiary is bound or to which any of the properties, assets or operations of the Company or any such Subsidiary is bound or to which any of the properties, assets or operations of the Company or any such Subsidiary is subject and all amendments thereto, and (iii) any material changes to the amount and terms of the indebtedness of the Company and its Subsidiaries as described in the [Company Annual Report]. "Knowledge of the Company" means the actual knowledge ------------------------ of any of the Chief Executive Officer, Officer and the Chief Financial Officer, the General Counsel Officer of the Company or Executive Vice President, Research and DevelopmentCompany.

Permits and Compliance. (a) The Each of the Company and its Subsidiaries is in possession of all Permits franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for it the Company or any of its Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the "Company Permits"), except where the failure to have any of the --------------- Company Permits would not, individually or in the aggregate, have a Material Adverse Effect on the Company, and, as of the date of this Agreement, no suspension or cancellation of any of the Company Permits is pending or, to the Knowledge knowledge of the Company (as hereinafter defined), threatened, except where the suspension or cancellation of any of the Company Permits would not, individually or in the aggregate, have a Material Adverse Effect on the Company; provided -------- that no representation is being made by . Neither the Company in this sentence with ---- respect to nor any IND or NDA of the Company filed with the FDA (which are the subject of Section 3.13 hereof). The Company its Subsidiaries is not in violation of (A) the Company Charter its charter, by-laws or the Company By-Lawsother organizational documents, (B) any applicable law, ordinance, administrative or governmental rule or regulation or (C) any order, decree or judgment of any Governmental Entity having jurisdiction over the CompanyCompany or any of its Subsidiaries, except, in the case of clauses (A), (B) and (C), for any violations that, individually or in the aggregate, would not have a Material Adverse Effect on the Company. (b) . Except as disclosed in the Company SEC Documents filed prior to the date of this Agreement or in Schedule 3.8(a) of the Company Disclosure ScheduleAgreement, as of the date of this Agreement, hereof there is no contract or agreement that is material to the business, financial condition or results of operations of the CompanyCompany and its Subsidiaries, taken as a whole. Except as set forth in the Company SEC Documents filed Documents, prior to the date of this Agreement Agreement, no event of default or in Schedule 3.8(b) event that, but for the giving of notice or the lapse of time or both, would constitute an event of default exists or, upon the consummation by the Company Disclosure Schedule, the execution and delivery of the Transaction Agreements do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof by this Agreement, will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of any benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company under, exist under any indenture, mortgage, loan agreement, note or other agreement or instrument for borrowed money, any guarantee of any agreement or instrument for borrowed money or any lease, contractual license or other contract, agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any such Subsidiary is bound or to which any of the properties, assets or operations of the Company is subject, other than such conflicts, violations, breaches, defaults, rights or liens as would not, individually or in the aggregate, have a Material Adverse Effect on the Company. As used in this Agreement "Knowledge of the Company" means the actual knowledge ------------------------ of any of the Chief Executive Officer, the Chief Financial Officer, the General Counsel of the Company or Executive Vice President, Research and Development.or

Permits and Compliance. (a) The Company Each of the Parent Companies and their respective Subsidiaries is in possession of all Permits franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for it the Parent Companies or any of their Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the "Company Parent Permits"), except where the failure to have any of the --------------- Company Permits would notParent Permits, individually or in the aggregate, have has not had, and would not reasonably be expected to have, a Material Adverse Effect on the CompanyParent Companies, and, as of the date of this Agreement, no suspension or cancellation of any of the Company Parent Permits is pending or, to the Knowledge of the Company Parent Companies (as hereinafter defined), threatened, except where the suspension or cancellation of any of the Company Permits would notParent Permits, individually or in the aggregate, have has not had, and would not reasonably be expected to have, a Material Adverse Effect on the Company; provided -------- that no representation is being made by the Company in this sentence with ---- respect to any IND or NDA Parent Companies. None of the Company filed with the FDA (which are the subject Parent Companies or any of Section 3.13 hereof). The Company their Subsidiaries is not in violation of (A) the Company Charter their respective charter, by-laws or the Company By-Lawsother organizational documents, (B) any applicable law, ordinance, administrative or governmental rule or regulation or (C) any order, decree or judgment of any Governmental Entity having jurisdiction over the CompanyParent Companies or any of their Subsidiaries, except, in the case of clauses (A), (B) and (C), for any violations that, individually or in the aggregate, have not had, and would not have reasonably be expected to have, a Material Adverse Effect on the Company. (b) Parent Companies. Except as disclosed in the Company Parent SEC Documents filed prior to the date of this Agreement or in Schedule 3.8(a) of the Company Disclosure ScheduleAgreement, as of the date of this Agreementhereof, there is no contract or agreement that is material to the business, financial condition or properties, results of operations or financial condition of the CompanyParent Companies and their Subsidiaries, taken as a whole. Except as set forth in the Company Parent SEC Documents filed or Section 2.8 of the Parent Letter, prior to the date of this Agreement Agreement, no event of default or in Schedule 3.8(b) event that, but for the giving of notice or the Company Disclosure Schedulelapse of time or both, the execution and delivery would constitute an event of the Transaction Agreements do notdefault exists or, and upon the consummation by the Parent Companies of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof by this Agreement, will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of any benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company under, exist under any indenture, mortgage, loan agreement, note or other agreement or instrument for borrowed money, any guarantee of any agreement or instrument for borrowed money or any lease, contractual license or other contract, agreement or instrument to which the Company Parent Companies or any of their Subsidiaries is a party or by which the Company Parent Companies or any such Subsidiary is bound or to which any of the properties, assets or operations of the Company Parent Companies or any such Subsidiary is subject, other than such conflicts, violations, breaches, defaults, rights or liens as would notany defaults that, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Material Adverse Effect on the CompanyParent Companies. As For purposes of this Agreement, the term "Knowledge" when used in this Agreement "Knowledge of with respect to the Company" Parent Companies means the actual knowledge ------------------------ of any of the Chief Executive Officer, the Chief Financial Officer, the General Counsel individuals identified in Section 2.8 of the Company or Executive Vice President, Research and DevelopmentParent Letter.

Permits and Compliance. (a) The Each Permit (including all Gaming Permits) held by the Company is in possession of all Permits necessary for it to own, lease and operate its properties or to carry on its business as it is now being conducted (the "Company Permits"), except where the failure to have any of the --------------- Company Permits would not, individually or in the aggregate, have a Material Adverse Effect on the Company, and, as of the date of this Agreement, no suspension or cancellation of any Subsidiary of the Company Permits is pending or, to the Knowledge of the Company (as hereinafter defined), threatened, except where the suspension or cancellation of any of the Company Permits would not, individually or in the aggregate, have a Material Adverse Effect listed on the Company; provided -------- that no representation is being made by the Company in this sentence with ---- respect to any IND or NDA of the Company filed with the FDA (which are the subject of Section 3.13 hereof). The Company is not in violation of (A) the Company Charter or the Company By-Laws, (B) any applicable law, ordinance, administrative or governmental rule or regulation or (C) any order, decree or judgment of any Governmental Entity having jurisdiction over the Company, except, in the case of clauses (B) and (C), for any violations that, individually or in the aggregate, would not have a Material Adverse Effect on the Company. (b) Except as disclosed in the Company SEC Documents filed prior to the date of this Agreement or in Schedule 3.8(a4.22(a) of the Company Disclosure Schedule. (b) (i) Company and its Subsidiaries have obtained all Permits necessary for the lawful use and operation of their respective properties and conduct of their respective businesses, as including the Business; (ii) all such Permits are in full force and effect; (iii) each of the Company and its Subsidiaries is in compliance with such Permits, in all material respects; (iv) there are no Proceedings pending or threatened by any Governmental Entity; and (v) no filing with, notice to, or consent from any Governmental Entity is required in connection with the transactions contemplated by this Agreement in order for a Permit to remain in full force and effect following the Closing. (c) As of the date hereof, neither the Company nor any of this Agreementits Subsidiaries has (i) made any application for a Permit that has not been issued, there is no contract granted or agreement that is material to given (for whatever reason) or (ii) withdrawn any such application (for whatever reason). (d) To the business, financial condition or results of operations Knowledge of the Company. Except as set forth , where required to do so under Gaming Law or by any Gaming Regulatory Authority in writing, all relevant directors, officers, managers, employees, partners, and contractors of the Company SEC Documents filed and its Subsidiaries have obtained and hold the required Permits (or local equivalent Permit) and those Permits are in full force and effect. (e) To the Knowledge of the Company, all matters which are required to be notified by the Company and its Subsidiaries to the relevant Gaming Regulatory Authority in accordance with the terms and conditions of the applicable Permit have been so notified. (f) To the Knowledge of the Company, neither the Company nor any of its Subsidiaries has received a verbal or written notice from any Governmental Entity or staff of a Governmental Entity alleging that the business of the Company or any of its Subsidiaries or their directors, officers or employees infringes or violates any Gaming Law or is in breach of the terms of any Permit or that such Governmental Entity intends to pursue any Proceeding against the Company or any of its Subsidiaries or their directors, officers or employees. (g) Each of the Company and its Subsidiaries has adhered in all material respects with the policies and procedures adopted by it, to the extent such are necessary for compliance by the Company and any of its Subsidiaries and their respective directors, officers and employees with Gaming Laws and the terms and conditions of the Permits. (i) To the Knowledge of the Company, neither the Company nor any of its Subsidiaries nor any existing director, officer, or employee of the Company or any of its Subsidiaries has been, or is on the date hereof, the subject of any investigation or inquiry (including inquiries relating to possible breaches of any Gaming Law and/or the Permits) by any Gaming Regulatory Authority and (ii) there are no facts, matters or circumstances which are reasonably likely to give rise to any such investigation or inquiry or finding of unsuitability by any Gaming Regulatory Authority. (i) Details of all revocations of, or complaints, allegations or warnings, written or verbal, directed at the Company or any of its Subsidiaries or any director, officer, or employee of the Company or any of its Subsidiaries or investigations regarding any Permit held by the Company or any of its Subsidiaries or their respective directors, officers or employees, in each case, as received in writing by, or notified in writing to, the Company or any of its Subsidiaries by a Gaming Regulatory Authority or any other statutory or Governmental Entity in respect of any such Permit within the two years prior to the date hereof, including copies of this Agreement or any relevant substantive correspondence, are set forth in Schedule 3.8(b4.22(k) of the Company Disclosure Schedule, the execution and delivery of the Transaction Agreements do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, result in any violation of. (j) There have been no fines paid to, or breach or default (with or without due notice or lapse of timeother sanctions that have been, or both) underthreatened in writing to be, imposed on the Company or give to others a right of termination, cancellation or acceleration of any obligation or the loss of any benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of its Subsidiaries by, a Gaming Regulatory Authority or any other Governmental Entity in relation to the properties or assets business of the Company under, and any indenture, mortgage, loan agreement, note or other agreement or instrument for borrowed money, of its Subsidiaries within the two years prior to the date hereof in relation to any guarantee of any agreement or instrument for borrowed money Gaming Laws or any lease, contractual license or other contract, agreement or instrument to which the Company is a party or by which the Company is bound or to which any of the properties, assets or operations Permit. (k) Except as set forth in Schedule 4.22(k) of the Company is subjectDisclosure Schedule (true and complete copies of which have been made available to Parent prior to the date hereof), there are no written agreements, Contracts or other undertakings currently in effect between: (i) (A) the Company or any of its Subsidiaries or any of their respective employees, officers and directors in their capacity as such, on the one hand, and (B) any Gaming Regulatory Authority (including any conditions, restrictions, restraints or impairments of any Permit or capacity to do business), on the other hand, and (ii) (A) any stockholders of the Company (or Affiliates thereof, other than such conflictsthe Company and its Subsidiaries), violationson the one hand, breachesand (B) any Gaming Regulatory Authority, defaults, rights or liens as would not, individually or on the other hand. (l) [***] has never: (i) entered into a Contract with a licensed sports wagering operator in any state in the aggregate, have United States; (ii) provided a Material Adverse Effect on service to a licensed sports wagering operator in any state in the Company. As used United States; or (iii) received any remuneration from a licensed sports wagering operator in this Agreement "Knowledge of any state in the Company" means United States. (m) Neither the actual knowledge ------------------------ of Company nor any of the Chief Executive Officer, the Chief Financial Officer, the General Counsel of the Company its Subsidiaries has ever: (i) entered into a Contract with an Offshore U.S. Sportsbook; (ii) provided a service to an Offshore U.S. Sportsbook; or Executive Vice President, Research and Development(iii) received any remuneration from an Offshore U.S. Sportsbook.

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

Permits and Compliance. (a) The Each of the Company and its Subsidiaries is in possession of all Permits franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for it the Company or any of its Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the "Company Permits"), except where the failure to have any of the --------------- Company Permits would not, individually or in the aggregate, have a Material Adverse Effect on the Company, and, as of the date of this Agreement, no suspension or cancellation of any of the Company Permits is pending or, to the Knowledge of the Company (as hereinafter defined), threatened, except where the suspension or cancellation of any of the Company Permits would not, individually or in the aggregate, have a Material Adverse Effect on the Company; provided -------- that no representation is being made by . Neither the Company in this sentence with ---- respect to nor any IND or NDA of the Company filed with the FDA (which are the subject of Section 3.13 hereof). The Company its Subsidiaries is not in violation of (A) the Company Charter its charter, by-laws or the Company By-Lawsother organizational documents, (B) any applicable law, ordinance, administrative or governmental rule or regulation or (C) any order, decree or judgment of any Governmental Entity having jurisdiction over the CompanyCompany or any of its Subsidiaries, except, in the case of clauses (A), (B) and (C), for any violations that, individually or in the aggregate, would not have a Material Adverse Effect on the Company. (b) Except as disclosed in the Company SEC Documents filed prior to the date of this Agreement or as disclosed in Schedule 3.8(a) Section 3.8 of the Company Disclosure ScheduleLetter, as of the date of this Agreement, hereof there is no contract or agreement that is or was required to be filed by the Company as a material contract pursuant to Item 601 of Regulation S-K under the Securities Act. Except as set forth in Section 3.8 of the Company Letter, as of the date hereof neither the Company nor any of its Subsidiaries is a party to or bound by (i) any distribution, marketing or non-competition agreement or any other agreement or obligation which purports to materially limit the manner in which, or the localities in which, the Company or any of its Subsidiaries is entitled to conduct its business or (ii) any agreement evidencing, or guarantee relating to, indebtedness for borrowed money to the business, financial condition or results of operations of extent the Companyaggregate principal amount outstanding thereunder exceeds $10,000,000. Except as set forth in the Company SEC Documents filed prior to the date of this Agreement or as disclosed in Schedule 3.8(b) Section 3.8 of the Company Disclosure ScheduleLetter, no event of default or event that, but for the execution and delivery giving of notice or the Transaction Agreements do notlapse of time or both, and would constitute an event of default exists or, upon the consummation by the Company of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation by this Agreement or the loss of any benefit underStock Option Agreement, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company under, will exist under any indenture, mortgage, loan agreement, note or other agreement or instrument for borrowed money, any guarantee of any agreement or instrument for borrowed money or any lease, contractual license or other contract, agreement or instrument to which the Company is a party or by which the Company is bound or to which any of the properties, assets or operations of the Company is subject, other than such conflicts, violations, breaches, defaults, rights or liens as would not, individually or in the aggregate, have a Material Adverse Effect on the Company. As used in this Agreement "Knowledge of the Company" means the actual knowledge ------------------------ of any of the Chief Executive Officer, the Chief Financial Officer, the General Counsel of the Company or Executive Vice President, Research and Development.,

Permits and Compliance. (a) The Each of the Company and its Subsidiaries is in possession of all Permits franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for it the Company or any of its Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the "Company Permits"), except where the failure to have any of the --------------- Company Permits would not, individually or in the aggregate, have a Material Adverse Effect on the CompanyCompany or prevent or materially delay the Merger, and, as of the date of this Agreement, no suspension or cancellation of any of the Company Permits is pending or, to the Knowledge of the Company (as hereinafter defined), threatened, except where the suspension or cancellation of any of the Company Permits would not, individually or in the aggregate, have a Material Adverse Effect on the Company; provided -------- that no representation is being made by Company or prevent or materially delay the Merger. Neither the Company in this sentence with ---- respect to nor any IND or NDA of the Company filed with the FDA (which are the subject of Section 3.13 hereof). The Company its Subsidiaries is not in violation of (A) the Company Charter or the Company its Restated Certificate of Incorporation, By-Lawslaws or other comparable organizational documents, (B) any applicable law, ordinance, administrative or governmental rule or regulation regulation, or (C) any order, decree or judgment of any Governmental Entity having jurisdiction over the CompanyCompany or any of its Subsidiaries, except, in the case of clauses (A), (B) and (C), for any violations that, individually or in the aggregate, would not have a Material Adverse Effect on the Company. (b) . Except as disclosed set forth in item 3.8 of the Company SEC Documents filed Letter, prior to the date of this Agreement Agreement, no event of default or in Schedule 3.8(a) event that, but for the giving of notice or the lapse of time or both, would constitute an event of default, exists or, upon the consummation by the Company Disclosure Schedule, as of the date of this Agreement, there is no contract or agreement that is material to the business, financial condition or results of operations of the Company. Except as set forth in the Company SEC Documents filed prior to the date of this Agreement or in Schedule 3.8(b) of the Company Disclosure Schedule, the execution and delivery of the Transaction Agreements do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof by this Agreement, will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of any benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company under, exist under any indenture, mortgage, loan agreement, note or other agreement or instrument for borrowed money, any guarantee of any agreement or instrument for borrowed money or any lease, contractual license or other contract, agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any such Subsidiary is bound or to which any of the properties, assets or operations of the Company or any such Subsidiary is subject, other than such conflicts, violations, breaches, defaults, rights or liens as would notany defaults that, individually or in the aggregate, would not have a Material Adverse Effect on the CompanyCompany or prevent or materially delay the Merger. As used in this Agreement "Knowledge of the Company" means the actual knowledge ------------------------ of any of the Chief Executive Officer, the Chief Financial Officer, the General Counsel individuals identified in item 3.8 of the Company or Executive Vice President, Research and DevelopmentLetter.

Permits and Compliance. (a) The Each of the Company and its Subsidiaries is in possession of all Permits franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for it the Company or any of its Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the "Company Permits"), except where the failure to have any of the --------------- Company Permits would not, individually or in the aggregate, have a Material Adverse Effect on the Company, and, as of the date of this Agreement, no . No suspension or cancellation of any of the Company Permits is pending or, to the Knowledge of the Company (as hereinafter defined), threatened, except where the suspension or cancellation of any of the Company Permits would not, individually or in the aggregate, have a Material Adverse Effect on the Company; provided -------- that no representation is being made by . Neither the Company in this sentence with ---- respect to nor any IND or NDA of the Company filed with the FDA (which are the subject of Section 3.13 hereof). The Company its Subsidiaries is not in violation of (A) the Company Charter its charter, by-laws or the Company By-Lawsother organizational documents, (B) any applicable law, ordinance, administrative or governmental rule or regulation regulation, or (C) any order, decree or judgment of any Governmental Entity having jurisdiction over the CompanyCompany or any of its Subsidiaries, except, in the case of clauses (B) and (C), for any violations that, individually or in the aggregate, would not have a Material Adverse Effect on the Company. (b) Except as disclosed in the Company SEC Documents filed prior to the date of this Agreement or in Schedule 3.8(a) Section 4.8 of the Company Disclosure ScheduleLetter, as there are no contracts or agreements of the date of this Agreement, there is no contract Company or agreement its Subsidiaries having terms or conditions which would have a Material Adverse Effect on the Company or having covenants not to compete that is material to materially impair the business, financial condition or results of operations ability of the CompanyCompany to conduct its business as currently conducted or purporting to bind any stockholder or any Affiliated Person (as defined herein) of any stockholder of the Company after the Effective Time. Except as set forth in the Company SEC Documents filed prior to the date of this Agreement Agreement, no event of default or in Schedule 3.8(b) event that, but for the giving of notice or the lapse of time or both, would constitute an event of default exists or, upon the consummation by the Company Disclosure Schedule, the execution and delivery of the Transaction Agreements do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof by this Agreement, will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of any benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company under, exist under any indenture, mortgage, loan agreement, note or other agreement or instrument for borrowed money, any guarantee of any agreement or instrument for borrowed money or any lease, contractual license or other contract, agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any such Subsidiary is bound or to which any of the properties, assets or operations of the Company or any such Subsidiary is subject, other than such conflicts, violations, breaches, defaults, rights or liens as would notany defaults that, individually or in the aggregate, would not have a Material Adverse Effect on the Company. As used in this Agreement "Knowledge of the Company" means the actual knowledge ------------------------ of any of the Chief Executive Officer, the Chief Financial Officer, the General Counsel of the Company or Executive Vice President, Research and Development.

Permits and Compliance. (a) The Each of the Company and its Subsidiaries is in possession of all Permits franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for it the Company or any of its Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the "Company Permits"), except where the failure to have any of the --------------- Company Permits would not, individually or in the aggregate, have a Material Adverse Effect on the Company, and, as of . Neither the date of this Agreement, no suspension or cancellation of Company nor any of the Company Permits its Subsidiaries is pending or, to the Knowledge of the Company (as hereinafter defined), threatened, except where the suspension or cancellation of any of the Company Permits would not, individually or in the aggregate, have a Material Adverse Effect on the Company; provided -------- that no representation is being made by the Company in this sentence with ---- respect to any IND or NDA of the Company filed with the FDA (which are the subject of Section 3.13 hereof). The Company is not in violation of (Ai) the Company Charter its charter, bylaws or the Company By-Lawsother organizational documents, (Bii) any applicable law, ordinance, administrative or governmental rule or regulation or (Ciii) any order, decree or judgment of any Governmental Entity having jurisdiction over the CompanyCompany or any of its Subsidiaries, except, in the case of clauses (Bi), (ii) and (Ciii), for any violations that, individually or in the aggregate, would not have a Material Adverse Effect on the Company. (b) Except as disclosed in the Company SEC Documents filed on or prior to the date of this Agreement or as disclosed in Schedule 3.8(a) Section 3.8 of the Company Disclosure ScheduleLetter, as of the date of this Agreementhereof, there is no contract or agreement that is or was required to be filed by the Company as a material contract pursuant to Item 601 of Regulation S-K under the business, financial condition or results of operations of the CompanySecurities Act. Except as set forth in Section 3.8 of the Company Letter or disclosed in the Company SEC Documents filed prior Documents, as of the date hereof, neither the Company nor any of its Subsidiaries is a party to or bound by any agreement evidencing, or guarantee relating to, indebtedness for borrowed money, or which obligates the Company or any of its Subsidiaries to pay for goods or services, to the date extent the aggregate principal amount outstanding thereunder with respect to indebtedness, or to the extent the total amount to be paid with respect to goods or services, exceeds one percent of this Agreement or the aggregate Merger Consideration to be paid pursuant to ss.1.5(c) hereof. Except as set forth in Schedule 3.8(b) Section 3.8 of the Company Disclosure ScheduleLetter, no event of default or event that, but for the execution and delivery giving of notice or the Transaction Agreements do notlapse of time or both, and would constitute an event of default exists or, upon the consummation by the Company of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof by this Agreement will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of any benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company under, exist under any indenture, mortgage, loan agreement, note or other agreement or instrument for borrowed money, any guarantee of any agreement or instrument for borrowed money or any lease, contractual license or other contract, agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any such Subsidiary is bound or to which any of the properties, assets or operations of the Company or any such Subsidiary is subject, other than such conflicts, violations, breaches, defaults, rights or liens as would notany defaults that, individually or in the aggregate, would not have a Material Adverse Effect on the Company. As used in this Agreement "Knowledge of the Company" means the actual knowledge ------------------------ of any of the Chief Executive Officer, the Chief Financial Officer, the General Counsel of the Company or Executive Vice President, Research and Development.

Permits and Compliance. (a) The Each of the Company and its Subsidiaries is in possession of all Permits necessary for it the Company or any of its Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the "Company Permits"), except where the failure to have any of the --------------- Company Permits would not, individually or in the aggregate, have a Material Adverse Effect on the Company, and, as of the date of this Agreement, no suspension or cancellation of any of the Company Permits is pending or, to the Knowledge of the Company (as hereinafter defined), threatened, except where the suspension or cancellation of any of the Company Permits would not, individually or in the aggregate, have a Material Adverse Effect on the Company; provided -------- that no representation is being made by . Neither the Company in this sentence with ---- respect to nor any IND or NDA of the Company filed with the FDA (which are the subject of Section 3.13 hereof). The Company its Subsidiaries is not in violation of (A) the Company Charter its articles, by-laws or the Company By-Lawsother organizational documents, (B) any applicable law, ordinance, administrative or governmental rule or regulation or (C) any order, decree or judgment of any Governmental Entity having jurisdiction over the CompanyCompany or any of its Subsidiaries, except, in the case of clauses (A) (as to the Company's Subsidiaries only), (B) and (C), for any violations that, individually or in the aggregate, would not have a Material Adverse Effect on the Company. (b) . Except as disclosed in the Company SEC Documents filed prior to the date of this Agreement or in Schedule 3.8(a) of the Company Disclosure Schedulehereto, as of the date of this Agreement, hereof there is no contract or agreement that is material to the business, financial condition or results of operations of the CompanyCompany and its Subsidiaries, taken as a whole. Except as set forth in the Company SEC Documents filed prior to the date of this Agreement or in Schedule 3.8(b) hereto, no event of default or event that, but for the giving of notice or the lapse of time or both, would constitute an event of default exists or, upon the consummation by the Company Disclosure Schedule, the execution and delivery of the Transaction Agreements do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof by this Agreement, will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of any benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company under, exist under any indenture, mortgage, loan agreement, note or other agreement or instrument for borrowed money, any guarantee of any agreement or instrument for borrowed money or any lease, contractual license or other contract, agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any such Subsidiary is bound or to which any of the properties, assets or operations of the Company or any such Subsidiary is subject, other than such conflicts, violations, breaches, defaults, rights or liens as would notany defaults that, individually or in the aggregate, would not have a Material Adverse Effect on the Company. As used in this Agreement "Knowledge of the Company" means the actual knowledge ------------------------ of any knowledge, after due inquiry, of the Chief Executive Officer, Officer and the Chief Financial Officer, the General Counsel of the Company or Executive Vice President, Research and Development.

Permits and Compliance. (a) The Each of the Company and its Subsidiaries, and the Company Venture, is in possession of all Permits necessary for it the Company or any of its Subsidiaries, and the Company Venture, to own, sell, lease and operate its properties or to carry on its business as it is now being conducted (the "Company Permits"), except where the failure to have any of the --------------- Company Permits would notPermits, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company, and, as of the date of this Agreement, no suspension or cancellation of any of the Company Permits is pending or, to the Knowledge of the Company (as hereinafter defined), threatened, except where the suspension or cancellation of any of the Company Permits would notPermits, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company; provided -------- that no representation is being made by . Neither the Company in this sentence with ---- respect to nor any IND or NDA of its Subsidiaries, nor the Company filed with the FDA (which are the subject of Section 3.13 hereof). The Company Venture, is not in violation of (Ai) the Company Charter its charter, by-laws or the Company By-Lawsother organizational documents, (Bii) any applicable law, ordinance, administrative or governmental rule or regulation (including the Federal Trade Commission Act, the Truth-in-Lending Act and Regulation Z promulgated thereunder, the Equal Credit Opportunity Act and Regulation B promulgated thereunder, the Interstate Land Sales Full Disclosure Act, the Civil Rights Acts of 1964 and 1968, Environmental Laws (as hereinafter defined), federal and state telemarketing laws, state time share laws, state securities laws applicable to the sale or offer of vacation ownership interests ("VOIs"), and seller of travel or travel agency laws) or (Ciii) any order, decree or judgment of any Governmental Entity having jurisdiction over the CompanyCompany or any of its Subsidiaries, or the Company Venture, except, in the case of clauses (Bi), (ii) and (Ciii), for any violations that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company. (b) . Except as disclosed in the Company SEC Documents filed prior to the date of this Agreement or in Schedule 3.8(a) Section 3.8 of the Company Disclosure ScheduleLetter, as of and except for contracts or agreements entered into after the date hereof, not in violation of this Agreement, there is no contract or agreement that is material to the business, financial condition or properties, results of operations or condition (financial or otherwise) of the CompanyCompany and its Subsidiaries, and the Company Venture, taken as a whole. Except as set forth in the Company SEC Documents filed prior to the date of this Agreement or in Schedule 3.8(b) Section 3.8 of the Company Disclosure ScheduleLetter, no event of default or event that, but for the execution and delivery giving of notice or the Transaction Agreements do notlapse of time or both, and would constitute an event of default exists or, upon the consummation by the Company of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof by this Agreement, will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of any benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company under, exist under any indenture, mortgage, loan agreement, note or other agreement or instrument for borrowed money, any guarantee of any agreement or instrument for borrowed money or any lease, contractual license or other contract, agreement or instrument to which the Company is a party or by which the Company is bound or to which any of the properties, assets or operations of the Company is subject, other than such conflicts, violations, breaches, defaults, rights or liens as would not, individually or in the aggregate, have a Material Adverse Effect on the Company. As used in this Agreement "Knowledge of the Company" means the actual knowledge ------------------------ of any of the Chief Executive Officer, the Chief Financial Officer, the General Counsel of the Company or Executive Vice President, Research and Development.or

Permits and Compliance. (a) The Each of the Company and its Subsidiaries is in possession of all Permits franchises, grants, authorizations, licenses, permits, 40 easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for it the Company or any of its Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the "Company Permits"), except where the failure to have any of the --------------- Company Permits would not, individually or in the aggregate, have a Material Adverse Effect on the Company, and, as of the date of this Agreement, no suspension or cancellation of any of the Company Permits is pending or, to the Knowledge of the Company (as hereinafter defined), threatened, except where the suspension or cancellation of any of the Company Permits would not, individually or in the aggregate, have a Material Adverse Effect on the Company; provided -------- that no representation is being made by . Neither the Company in this sentence with ---- respect to nor any IND or NDA of the Company filed with the FDA (which are the subject of Section 3.13 hereof). The Company its Subsidiaries is not in violation of (A) the Company Charter its charter, by-laws or the Company By-Lawsother organizational documents, (B) any applicable law, ordinance, administrative or governmental rule or regulation or (C) any order, decree or judgment of any Governmental Entity having jurisdiction over the CompanyCompany or any of its Subsidiaries, except, in the case of clauses (A), (B) and (C), for any violations that, individually or in the aggregate, would not have a Material Adverse Effect on the Company. (b) Except as disclosed in the Company SEC Documents filed prior to the date of this Agreement or as disclosed in Schedule 3.8(a) Section 3.8 of the Company Disclosure ScheduleLetter, as of the date of this Agreement, hereof there is no contract or agreement that is or was required to be filed by the Company as a material contract pursuant to Item 601 of Regulation S-K under the Securities Act. Except as set forth in Section 3.8 of the Company Letter, as of the date hereof neither the Company nor any of its Subsidiaries is a party to or bound by (i) any distribution, marketing or non-competition agreement or any other agreement or obligation which purports to materially limit the manner in which, or the localities in which, the Company or any of its Subsidiaries is entitled to conduct its business or (ii) any agreement evidencing, or guarantee relating to, indebtedness for borrowed money to the business, financial condition or results of operations of extent the Companyaggregate principal amount outstanding thereunder exceeds $10,000,000. Except as set forth in the Company SEC Documents filed prior to the date of this Agreement or as disclosed in Schedule 3.8(b) Section 3.8 of the Company Disclosure ScheduleLetter, no event of default or event that, but for the execution and delivery giving of notice or the lapse of time or both, would constitute an event of default exists or, upon the consummation by the Company of the Transaction Agreements do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of any benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company under, any indenture, mortgage, loan agreement, note or other agreement or instrument for borrowed money, any guarantee of any agreement or instrument for borrowed money or any lease, contractual license or other contract, agreement or instrument to which the Company is a party or by which the Company is bound or to which any of the properties, assets or operations of the Company is subject, other than such conflicts, violations, breaches, defaults, rights or liens as would not, individually or in the aggregate, have a Material Adverse Effect on the Company. As used in this Agreement "Knowledge of the Company" means the actual knowledge ------------------------ of any of the Chief Executive Officer, the Chief Financial Officer, the General Counsel of the Company or Executive Vice President, Research and Development.41

Permits and Compliance. (a) The Each of the Company and its ------------------------ Subsidiaries is in possession of all Permits franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity or other third party necessary for it the Company or any of its Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the "Company Permits"), except where the failure to have any of the --------------- Company Permits ----------------- would not, individually or in the aggregate, have a Material Adverse Effect on the Company, and, as of the date of this Agreement, no . No suspension or cancellation of any of the Company Permits is pending or, to the Knowledge of the Company (as hereinafter defined), threatened, except where the suspension or cancellation of any of the Company Permits would not, individually or in the aggregate, have a Material Adverse Effect on the Company; provided -------- that no representation is being made by . Neither the Company in this sentence with ---- respect to nor any IND or NDA of the Company filed with the FDA (which are the subject of Section 3.13 hereof). The Company its Subsidiaries is not in violation of (A) the Company Charter its charter, by-laws or the Company By-Lawsother organizational documents, (B) any applicable law, ordinance, administrative or governmental rule or regulation or regulation, (C) any order, decree or judgment of any Governmental Entity having jurisdiction over the CompanyCompany or any of its Subsidiaries, or (D) any Company Permits except, in the case of clauses (B) and ), (C) or (D), for any violations that, individually or in the aggregate, would not have a Material Adverse Effect on the CompanyCompany or other third party. (b) Except as disclosed in the Company SEC Documents filed prior to the date of this Agreement Agreement, there are no contracts or in Schedule 3.8(a) agreements of the Company Disclosure Schedule, as or its Subsidiaries having terms or conditions which would have a Material Adverse Effect on the Company or having covenants not to compete that materially impair the ability of the date Company to conduct its business as currently conducted or purport to bind any stockholder or any Affiliated Person (as defined herein) of this Agreement, there is no contract or agreement that is material to the business, financial condition or results of operations any stockholder of the CompanyCompany after the Effective Time. Except as set forth in the Company SEC Documents filed prior to the date of this Agreement Agreement, no event of default or in Schedule 3.8(b) event that, but for the giving of notice or the lapse of time or both, would constitute an event of default exists or, upon the consummation by the Company Disclosure Schedule, the execution and delivery of the Transaction Agreements do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof by this Agreement, will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of any benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company under, exist under any indenture, mortgage, loan agreement, note or other agreement or instrument for borrowed money, any guarantee of any agreement or instrument for borrowed money or any lease, contractual license or other contract, agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any such Subsidiary is bound or to which any of the properties, assets or operations of the Company or any such Subsidiary is subject, other than such conflicts, violations, breaches, defaults, rights or liens as would notany defaults that, individually or in the aggregate, would not have a Material Adverse Effect on the Company. As used in this Agreement "Knowledge of , and the Company" means the actual knowledge ------------------------ Company has not received written notice of any such event of the Chief Executive Officer, the Chief Financial Officer, the General Counsel of the Company or Executive Vice President, Research and Developmentdefault.

Permits and Compliance. (a) The Each of the Company and its Subsidiaries is in possession of all Permits franchises, grants, authorizations, licenses, permits, charters, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for it the Company or any of its Subsidiaries to own, lease and operate its properties or other assets or to carry on its business or operations as it is now being conducted (the "“Company Permits"”), except where the failure to have any of the --------------- Company Permits has not had and would notnot reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect on the CompanyEffect, and, as of the date of this Agreement, and no suspension or cancellation of any of the Company Permits is pending or, to the Knowledge of the Company (as hereinafter defined)Company, threatened, except where the suspension or cancellation of any of the Company Permits would not, individually or in the aggregate, have a Company Material Adverse Effect on the Company; provided -------- that no representation is being made by Effect. Neither the Company in this sentence with ---- respect to nor any IND or NDA of the Company filed with the FDA (which are the subject of Section 3.13 hereof). The Company its Subsidiaries is not in violation of (Ai) the Company Charter its charter, bylaws or the Company By-Laws, other organizational documents; (Bii) any applicable law, ordinance, administrative or governmental rule or regulation Law; or (Ciii) any order, decree or judgment of any Governmental Entity having jurisdiction over the CompanyOrder, except, in the case of clauses (Bii) and (Ciii), for any violations that, individually or in the aggregate, would not have a Material Adverse Effect on the Company. (b) Except as disclosed in the Company SEC Documents filed prior to the date of this Agreement or in Schedule 3.8(a) of the Company Disclosure Schedule, as of the date of this Agreement, there is no contract or agreement that is material to the business, financial condition or results of operations of the Company. Except as set forth in the Company SEC Documents filed prior to the date of this Agreement or in Schedule 3.8(b) of the Company Disclosure Schedule, the execution and delivery of the Transaction Agreements do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of any benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company under, any indenture, mortgage, loan agreement, note or other agreement or instrument for borrowed money, any guarantee of any agreement or instrument for borrowed money or any lease, contractual license or other contract, agreement or instrument to which the Company is a party or by which the Company is bound or to which any of the properties, assets or operations of the Company is subject, other than such conflicts, violations, breaches, defaults, rights or liens as would not, individually or in the aggregate, have a Company Material Adverse Effect on Effect. No written or, to the Company. As used in this Agreement "Knowledge of the Company" means the actual knowledge ------------------------ , other notice of any of the Chief Executive Officer, the Chief Financial Officer, the General Counsel of such violation or non-compliance has been received by the Company or Executive Vice Presidentany of its Subsidiaries. The consummation of the Merger, Research in and Developmentof itself, would not cause the revocation or cancellation of any such Permit that individually or in the aggregate would reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received written or, to the Knowledge of the Company, other notice that any action, demand or investigation by any Governmental Entity with respect to the Company or any of its Subsidiaries or any of their respective properties or assets under any Law is pending, and no suit (other than suits currently under seal), action or proceeding by any other person with respect to the Company or any of its Subsidiaries or any of their respective properties or other assets under any Law, is pending, or to the Knowledge of the Company, is threatened or currently under seal, except, in each case, as individually or in the aggregate has not had and would not reasonably be expected to have a Company Material Adverse Effect.

Permits and Compliance. (a) The Company Each of Parent and its Subsidiaries is in possession of all Permits franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for it Parent or any of its Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the "Company Parent Permits"), except where the failure to have any of the --------------- Company Permits would notParent Permits, individually or in the aggregate, have has not had, and would not reasonably be expected to have, a Material Adverse Effect on the CompanyParent, and, as of the date of this Agreement, no suspension or cancellation of any of the Company Parent Permits is pending or, to the Knowledge of the Company Parent (as hereinafter defined), threatened, except where the suspension or cancellation of any of the Company Permits would notParent Permits, individually or in the aggregate, have has not had, and would not reasonably be expected to have, a Material Adverse Effect on the Company; provided -------- that no representation Parent. Neither Parent nor any of its Subsidiaries is being made by the Company in this sentence with ---- respect to any IND or NDA of the Company filed with the FDA (which are the subject of Section 3.13 hereof). The Company is not in violation of (A) the Company Charter its charter, by-laws or the Company By-Lawsother organizational documents, (B) any applicable law, ordinance, administrative or governmental rule or regulation or (C) any order, decree or judgment of any Governmental Entity having jurisdiction over the CompanyParent or any of its Subsidiaries, except, in the case of clauses (A), (B) and (C), for any violations that, individually or in the aggregate, have not had, and would not have reasonably be expected to have, a Material Adverse Effect on the Company. (b) Parent. Except as disclosed in the Company Parent SEC Documents filed prior to the date of this Agreement or in Schedule 3.8(a) of the Company Disclosure ScheduleAgreement, as of the date of this Agreementhereof, there is no contract or agreement that is material to the business, financial condition or properties, results of operations or financial condition of Parent and its Subsidiaries, taken as a whole. No event of default or event that, but for the Company. Except as set forth in the Company SEC Documents filed prior to the date giving of this Agreement or in Schedule 3.8(b) of the Company Disclosure Schedule, the execution and delivery of the Transaction Agreements do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, result in any violation of, or breach or default (with or without due notice or the lapse of time, time or both) under, or give to others a right would constitute an event of termination, cancellation or acceleration of any obligation or the loss of any benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company under, default exists under any indenture, mortgage, loan agreement, note or other agreement or instrument for borrowed money, any guarantee of any agreement or instrument for borrowed money or any lease, contractual license or other contract, agreement or instrument to which the Company Parent or any of its Subsidiaries is a party or by which the Company Parent or any such Subsidiary is bound or to which any of the properties, assets or operations of the Company Parent or any such Subsidiary is subject, other than such conflicts, violations, breaches, defaults, rights or liens as would notany defaults that, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Material Adverse Effect on Parent. For purposes of this Agreement, the Company. As term "Knowledge" when used in this Agreement "Knowledge of the Company" with respect to Parent means the actual knowledge ------------------------ of any of the Chief Executive Officer, the Chief Financial Officer, the General Counsel senior executive officers of the Company or Executive Vice President, Research and DevelopmentParent.

Permits and Compliance. (a) The Each of the Company and its Subsidiaries is in possession of all Permits franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for it the Company or any of its Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the "Company Permits"), except where the failure to have any of the --------------- Company Permits would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect on the Company, and, as of the date of this Agreement, no . No suspension or cancellation of any of the Company Permits is pending or, to the Knowledge of the Company (as hereinafter defined)Company, threatened, except where the suspension or cancellation of any of the Company Permits would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect on the Company; provided -------- that no representation is being made by the Company . (b) Except as otherwise set forth in this sentence with ---- respect to any IND or NDA Section 4.9 of the Company filed with Letter, neither the FDA (which are the subject Company nor any of Section 3.13 hereof). The Company its Subsidiaries is not in violation of (Ai) the Company Charter its charter, bylaws or the Company By-Lawsother organizational documents, (Bii) any applicable law, ordinance, administrative or governmental rule or regulation regulation, or (Ciii) any order, decree or judgment of any Governmental Entity having jurisdiction over the CompanyCompany or any of its Subsidiaries, except, in the case of clauses (Bii) and (Ciii), for any violations that, individually or in the aggregate, that would not reasonably be expected to have a Material Adverse Effect on the Company. (bc) Except as disclosed otherwise set forth in the Company SEC Documents filed prior to the date of this Agreement or in Schedule 3.8(a) Section 4.9 of the Company Disclosure ScheduleLetter, as no event of default by the date Company or any of this Agreementits Subsidiaries or, there is no contract or agreement that is material to the business, financial condition or results of operations Knowledge of the Company. Except as set forth in , any other party, or event that, but for the giving of notice or the lapse of time or both, would constitute an event of default by the Company SEC Documents filed prior or any of its Subsidiaries or, to the date of this Agreement or in Schedule 3.8(b) Knowledge of the Company Disclosure ScheduleCompany, the execution and delivery of the Transaction Agreements do notany other party exists or, and upon the consummation by the Company of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof by this Agreement, will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of any benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company under, exist under any indenture, mortgage, loan agreement, note or other agreement or instrument for borrowed money, any guarantee of any agreement or instrument for borrowed money or any lease, contractual license or other contract, agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any such Subsidiary is bound or to which any of the properties, assets or operations of the Company or any such Subsidiary is subject, other than such conflicts, violations, breaches, defaults, rights or liens as any defaults that would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect on the Company. As used in this Agreement "Knowledge of the Company" means the actual knowledge ------------------------ of any of the Chief Executive Officer, the Chief Financial Officer, the General Counsel of the Company or Executive Vice President, Research and Development.

Permits and Compliance. (a) The Except as set forth in Section 3.8 of the Company Letter, each of the Company and its Subsidiaries is in possession of all Permits franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for it the Company or any of its Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the "Company Permits"), except where the failure to have any of the --------------- Company Permits would notPermits, individually or in the aggregate, have has not had, and would not reasonably be expected to have, a Material Adverse Effect on the Company, and, as of the date of this Agreement, no suspension or cancellation of any of the Company Permits is pending or, to the Knowledge of the Company (as hereinafter defined), threatened, except where the suspension or cancellation of any of the Company Permits would notPermits, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Material Adverse Effect on the Company; provided -------- that no representation is being made by . Neither the Company in this sentence with ---- respect to nor any IND or NDA of the Company filed with the FDA (which are the subject of Section 3.13 hereof). The Company its Subsidiaries is not in violation of (A) the Company Charter its charter, by-laws or the Company By-Lawsother organizational documents, (B) any applicable law, ordinance, administrative or governmental rule or regulation or (C) any order, decree or judgment of any Governmental Entity having jurisdiction over the CompanyCompany or any of its Subsidiaries, except, in the case of clauses (A), (B) and (C), for any violations that, individually or in the aggregate, has not had, and would not have reasonably be expected to have, a Material Adverse Effect on the Company. (b) . Except as disclosed in the Company SEC Documents filed prior to the date of this Agreement or in Schedule 3.8(a) of the Company Disclosure ScheduleAgreement, as of the date of this Agreementhereof, there is no contract or agreement that is material to the business, financial condition or properties, results of operations or financial condition of the CompanyCompany and its Subsidiaries, taken as a whole. Except as set forth in the Company SEC Documents filed or Section 3.8 of the Company Letter, prior to the date of this Agreement Agreement, no event of default or in Schedule 3.8(b) event that, but for the giving of notice or the lapse of time or both, would constitute an event of default exists or, upon the consummation by the Company Disclosure Schedule, the execution and delivery of the Transaction Agreements do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof by this Agreement, will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of any benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company under, exist under any indenture, mortgage, loan agreement, note or other agreement or instrument for borrowed money, any guarantee of any agreement or instrument for borrowed money or any lease, contractual license or other contract, agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any such Subsidiary is bound or to which any of the properties, assets or operations of the Company or any such Subsidiary is subject, other than such conflicts, violations, breaches, defaults, rights or liens as would notany defaults that, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Material Adverse Effect on the Company. As For purposes of this Agreement, the term "Knowledge" when used in this Agreement "Knowledge of with respect to the Company" Company means the actual knowledge ------------------------ of any of the Chief Executive Officer, the Chief Financial Officer, the General Counsel individuals identified in Section 3.8 of the Company or Executive Vice President, Research and DevelopmentLetter.

Permits and Compliance. (a) The Company is in possession of all Permits necessary for it to own, lease and operate its properties or to carry on its business as it is now being conducted (the "Company Permits"), except where the failure to have any of the --------------- Company Permits would not, individually or in the aggregate, have a Material Adverse Effect on the Company, and, as of the date of this Agreement, no suspension or cancellation of any of the Company Permits is pending or, to the Knowledge of the Company (as hereinafter defined), threatened, except where the suspension or cancellation of any of the Company Permits would not, individually or in the aggregate, have a Material Adverse Effect on the Company; provided -------- that no representation is being made by the Company in this sentence with ---- respect to any IND or NDA of the Company filed with the FDA (which are the subject of Section 3.13 hereof). The Company is not in violation of (A) the Company Charter or the Company By-Laws, (B) any applicable law, ordinance, administrative or governmental rule or regulation or (C) any order, decree or judgment of any Governmental Entity having jurisdiction over the Company, except, in the case of clauses (B) and (C), for any violations that, individually or in the aggregate, would not have a Material Adverse Effect on the Company. (b) Except as disclosed in the Company SEC Documents filed prior to the date of this Agreement or in Schedule 3.8(a) of the Company Disclosure Schedule, as of the date of this Agreement, there is no contract or agreement that is material to the business, financial condition or results of operations of the Company. Except as set forth in the Company SEC Documents filed prior to the date of this Agreement or in Schedule 3.8(b) of the Company Disclosure Schedule, the execution and delivery of the Transaction Agreements do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of any benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company under, any indenture, mortgage, loan agreement, note or other agreement or instrument for borrowed money, any guarantee of any agreement or instrument for borrowed money or any lease, contractual license or other contract, agreement or instrument to which the Company is a party or by which the Company is bound or to which any of the properties, assets or operations of the Company is subject, other than such conflicts, violations, breaches, defaults, rights or liens as would not, individually or in the aggregate, have a Material Adverse Effect on the Company. As used in this Agreement "Knowledge of the Company" means the actual knowledge ------------------------ of any of the Chief Executive Officer, the Chief Financial Officer, the General Counsel of the Company or Executive Vice President, Research and Development.

Permits and Compliance. (a) The Each of the Company and its Subsidiaries is in possession of all Permits necessary for it the Company or any of its Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the "Company Permits"), except where the failure to have any of the --------------- Company Permits would not, individually or in the aggregate, have a Material Adverse Effect on the Company, and, as of the date of this Agreement, no suspension or cancellation of any of the Company Permits is pending or, to the Knowledge of the Company (as hereinafter defined), threatened, except where the suspension or cancellation of any of the Company Permits would not, individually or in the aggregate, have a Material Adverse Effect on the Company; provided -------- that no representation is being made by . Neither the Company in this sentence with ---- respect to nor any IND or NDA of the Company filed with the FDA (which are the subject of Section 3.13 hereof). The Company its Subsidiaries is not in violation of (A) the Company Charter its articles, by-laws or the Company By-Lawsother organizational documents, (B) any applicable law, ordinance, administrative or governmental rule or regulation or (C) any order, decree or judgment of any Governmental Entity having jurisdiction over the CompanyCompany or any of its Subsidiaries, except, in the case of clauses (A) (as to the Company's Subsidiaries only), (B) and (C), for any violations that, individually or in the aggregate, would not have a Material Adverse Effect on the Company. (b) . Except as disclosed in the Company SEC Documents filed prior to the date of this Agreement or in -21- Schedule 3.8(a) of the Company Disclosure Schedulehereto, as of the date of this Agreement, hereof there is no contract or agreement that is material to the business, financial condition or results of operations of the CompanyCompany and its Subsidiaries, taken as a whole. Except as set forth in the Company SEC Documents filed prior to the date of this Agreement or in Schedule 3.8(b) hereto, no event of default or event that, but for the giving of notice or the lapse of time or both, would constitute an event of default exists or, upon the consummation by the Company Disclosure Schedule, the execution and delivery of the Transaction Agreements do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof by this Agreement, will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of any benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company under, exist under any indenture, mortgage, loan agreement, note or other agreement or instrument for borrowed money, any guarantee of any agreement or instrument for borrowed money or any lease, contractual license or other contract, agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any such Subsidiary is bound or to which any of the properties, assets or operations of the Company or any such Subsidiary is subject, other than such conflicts, violations, breaches, defaults, rights or liens as would notany defaults that, individually or in the aggregate, would not have a Material Adverse Effect on the Company. As used in this Agreement "Knowledge of the Company" means the actual knowledge ------------------------ of any knowledge, after due inquiry, of the Chief Executive Officer, Officer and the Chief Financial Officer, the General Counsel of the Company or Executive Vice President, Research and Development.

Permits and Compliance. (a) The Except as set forth in Section 3.8 of the Company Letter, each of the Company and its Subsidiaries is in possession of all Permits franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for it the Company or any of its Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the "Company Permits"), except where the failure to have any of the --------------- Company Permits would notPermits, individually or in the aggregate, have has not had, and would not reasonably be expected to have, a Material Adverse Effect on the Company, and, as of the date of this Agreement, no suspension or cancellation of any of the Company Permits is pending or, to the Knowledge of the Company (as hereinafter defined), threatened, except where the suspension or cancellation of any of the Company Permits would notPermits, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Material Adverse Effect on the Company; provided -------- that no representation is being made by . Neither the Company in this sentence with ---- respect to nor any IND or NDA of the Company filed with the FDA (which are the subject of Section 3.13 hereof). The Company its Subsidiaries is not in violation of (A) the Company Charter its charter, by-laws or the Company By-Lawsother organizational documents, (B) any applicable law, ordinance, administrative or governmental rule or regulation or (C) any order, decree or judgment of any Governmental Entity having jurisdiction over the CompanyCompany or any of its Subsidiaries, except, in the case of clauses (A), (B) and (C), for any violations that, individually or in the aggregate, has not had, and would not have reasonably be expected to have, a Material Adverse Effect on the Company. (b) . Except as disclosed in the Company SEC Documents filed prior to the date of this Agreement or in Schedule 3.8(a) of the Company Disclosure ScheduleAgreement, as of the date of this Agreementhereof, there is no contract or agreement that is material to the business, financial condition or properties, results of operations or financial condition of the CompanyCompany and its Subsidiaries, taken as a whole. Except as set forth in the Company SEC Documents filed or Section 3.8 of the Company Letter, prior to the date of this Agreement Agreement, no event of default or in Schedule 3.8(b) event that, but for the giving of notice or the lapse of time or both, would constitute an event of default exists or, upon the consummation by the Company Disclosure Schedule, the execution and delivery of the Transaction Agreements do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof by this Agreement, will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of any benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company under, exist under any indenture, mortgage, loan agreement, note or other agreement or instrument for borrowed money, any guarantee of any agreement or instrument for borrowed money or any lease, contractual license or other contract, agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any such Subsidiary is bound or to which any of the properties, assets or operations of the Company or any such Subsidiary is subject, other than such conflicts, violations, breaches, defaults, rights or liens as would notany defaults that, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Material Adverse Effect on the Company. As used in For purposes of this Agreement "Knowledge of the Company" means the actual knowledge ------------------------ of any of the Chief Executive OfficerAgreement, the Chief Financial Officer, the General Counsel of the Company or Executive Vice President, Research and Development.term "Knowledge" when used with respect to the

Permits and Compliance. (a) The Company is in possession of all Permits franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for it the Company to own, lease and operate its properties or to carry on its business as it is now being conducted (the "Company Permits"), except where the failure to have any of the --------------- Company Permits would not, individually or in the aggregate, have a Material Adverse Effect on the Company, and, as of the date of this Agreement, no . No suspension or cancellation of any of the Company Permits is pending or, to the Knowledge of the Company (as hereinafter defined), threatened, except where the suspension or cancellation of any of the Company Permits would not, individually or in the aggregate, have a Material Adverse Effect on the Company; provided -------- that no representation is being made by the Company in this sentence with ---- respect to any IND or NDA of the Company filed with the FDA (which are the subject of Section 3.13 hereof). The Company is not in violation of (A) the Company Charter its charter, by-laws or the Company By-Lawsother organizational documents, (B) any applicable law, ordinance, administrative or governmental rule or regulation regulation, or (C) any order, decree or judgment of any Governmental Entity having jurisdiction over the Company, except, in the case of clauses (B) and (C), for any violations that, individually or in the aggregate, would not have a Material Adverse Effect on the Company. (b) Except as disclosed in the Company SEC Documents filed prior to the date of this Agreement Agreement, there are no contracts or in Schedule 3.8(a) agreements of the Company Disclosure Schedule, as having terms or conditions which would have a Material Adverse Effect on the Company or having covenants not to compete that materially impair the ability of the date Company to conduct its business as currently conducted or purport to bind any stockholder or any Affiliated Person (as defined below) of this Agreement, there is no contract or agreement that is material to the business, financial condition or results of operations any stockholder of the CompanyCompany after the Effective Time. Except as set forth in the Company SEC Documents filed prior to the date of this Agreement Agreement, no event of default or in Schedule 3.8(b) event that, but for the giving of notice or the lapse of time or both, would constitute an event of default exists or, upon the consummation by the Company Disclosure Schedule, the execution and delivery of the Transaction Agreements do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof by this Agreement, will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of any benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company under, exist under any indenture, mortgage, loan agreement, note or other agreement or instrument for borrowed money, any guarantee of any agreement or instrument for borrowed money or any lease, contractual license or other contract, agreement or instrument to which the Company is a party or by which the Company is bound or to which any of the properties, assets or operations of the Company is subject, other than such conflicts, violations, breaches, defaults, rights or liens as would notany defaults that, individually or in the aggregate, would not have a Material Adverse Effect on the Company. As used in this Agreement "Knowledge of the Company" means the actual knowledge ------------------------ of any of the Chief Executive Officer, the Chief Financial Officer, the General Counsel of the Company or Executive Vice President, Research and Development.

Permits and Compliance. (a) The Each of the Company and its Subsidiaries is in possession of all Permits franchises, grants, authorizations, licenses, permits, charters, easements, variances, exceptions, consents, certificates, approvals and orders of any Government Authority necessary for it the Company or any of its Subsidiaries to own, lease and operate its properties or other assets or to carry on its business or operations as it is now being conducted (the "“Company Permits"”), except where the failure to have any of the --------------- Company Permits has not had and would notnot reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect on the CompanyEffect, and, as of the date of this Agreement, and no suspension or cancellation of any of the Company Permits is pending or, to the Knowledge knowledge of the Company (as hereinafter defined)Company, threatened, except where the suspension or cancellation of any of the Company Permits would not, individually or in the aggregate, have a Material Adverse Effect on the Company; provided -------- that no representation is being made by Effect. Neither the Company in this sentence with ---- respect to nor any IND or NDA of the Company filed with the FDA (which are the subject of Section 3.13 hereof). The Company its Subsidiaries is not in violation of (Ai) the Company Charter its charter, bylaws or the Company By-Laws, other organizational documents; (Bii) any applicable law, ordinance, administrative or governmental rule or regulation Applicable Law; or (Ciii) any order, decree or judgment of any Governmental Entity having jurisdiction over the CompanyOrder, except, in the case of clauses (Bii) and (Ciii), for any violations that, individually or in the aggregate, would not have a Material Adverse Effect on the Company. (b) Except as disclosed in the Company SEC Documents filed prior to the date of this Agreement or in Schedule 3.8(a) of the Company Disclosure Schedule, as of the date of this Agreement, there is no contract or agreement that is material to the business, financial condition or results of operations of the Company. Except as set forth in the Company SEC Documents filed prior to the date of this Agreement or in Schedule 3.8(b) of the Company Disclosure Schedule, the execution and delivery of the Transaction Agreements do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of any benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company under, any indenture, mortgage, loan agreement, note or other agreement or instrument for borrowed money, any guarantee of any agreement or instrument for borrowed money or any lease, contractual license or other contract, agreement or instrument to which the Company is a party or by which the Company is bound or to which any of the properties, assets or operations of the Company is subject, other than such conflicts, violations, breaches, defaults, rights or liens as would not, individually or in the aggregate, have a Material Adverse Effect on Effect. No written or, to the Company. As used in this Agreement "Knowledge knowledge of the Company" means the actual knowledge ------------------------ , other notice of any of the Chief Executive Officer, the Chief Financial Officer, the General Counsel of such violation or non-compliance has been received by the Company or Executive Vice Presidentany of its Subsidiaries. The consummation of the Arrangement and the other Transactions, Research in and Development.of themselves, would not cause the revocation or cancellation of any such Company Permit that individually or in the aggregate would reasonably be expected to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received written or, to the knowledge of the Company, other notice that any action, demand or investigation by any Government Authority with respect to the Company or any of its Subsidiaries or any of their respective properties or assets under any Applicable Law is pending, and no suit (other than suits currently under seal), action or proceeding by any other person with respect to the Company or any of its Subsidiaries or any of their respective properties or other assets under any Applicable Law, is pending, or to the knowledge of the Company, is threatened or currently under seal, except, in each case, as individually or in the aggregate has not had and would not reasonably be expected to have a Material Adverse Effect;

Permits and Compliance. (a) The Each of the Company and its Subsidiaries is in possession of all Permits franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for it the Company or any of its Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the "Company Permits"), except where the failure to have any of the --------------- Company Permits would not, individually or in the aggregate, have a Material Adverse Effect on the Company, and, as of . Neither the date of this Agreement, no suspension or cancellation of Company nor any of the Company Permits its Subsidiaries is pending or, to the Knowledge of the Company (as hereinafter defined), threatened, except where the suspension or cancellation of any of the Company Permits would not, individually or in the aggregate, have a Material Adverse Effect on the Company; provided -------- that no representation is being made by the Company in this sentence with ---- respect to any IND or NDA of the Company filed with the FDA (which are the subject of Section 3.13 hereof). The Company is not in violation of (A) the Company Charter its charter, bylaws or the Company By-Lawsother organizational documents, (B) any applicable law, ordinance, administrative or governmental rule or regulation or (C) any order, decree or judgment of any Governmental Entity having jurisdiction over the CompanyCompany or any of its Subsidiaries, except, in the case of clauses (A), (B) and (C), for any violations that, individually or in the aggregate, would not have a Material Adverse Effect on the Company. (b) Except as disclosed in the Company SEC Documents filed prior to the date of this Agreement or as disclosed in Schedule 3.8(a) Section 3.8 of the Company Disclosure ScheduleLetter, as of the date of this Agreementhereof, there is no contract or agreement that is or was required to be filed by the Company as a material contract pursuant to Item 601 of Regulation S-K under the Securities Act. Except as set forth in Section 3.8 of the Company Letter or disclosed in the Company SEC Documents, as of the date hereof, neither the Company nor any of its Subsidiaries is a party to or bound by any agreement evidencing, or guarantee relating to, indebtedness for borrowed money to the business, financial condition or results of operations of extent the Companyaggregate principal amount outstanding thereunder exceeds $5,000,000. Except as set forth in the Company SEC Documents filed prior to the date of this Agreement or as disclosed in Schedule 3.8(b) Section 3.8 of the Company Disclosure ScheduleLetter, no event of default or event that, but for the execution and delivery giving of notice or the Transaction Agreements do notlapse of time or both, and would constitute an event of default exists or, upon the consummation by the Company of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof by this Agreement will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of any benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company under, exist under any indenture, mortgage, loan agreement, note or other agreement or instrument for borrowed money, any guarantee of any agreement or instrument for borrowed money or any lease, contractual license or other contract, agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any such Subsidiary is bound or to which any of the properties, assets or operations of the Company or any such Subsidiary is subject, other than such conflicts, violations, breaches, defaults, rights or liens as would notany defaults that, individually or in the aggregate, would not have a Material Adverse Effect on the Company. As used in this Agreement "Knowledge of the Company" means the actual knowledge ------------------------ of any of the Chief Executive Officer, the Chief Financial Officer, the General Counsel of the Company or Executive Vice President, Research and Development.

Permits and Compliance. (a) The Each of the Company and its Subsidiaries is in possession of all Permits franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for it the Company or any of its Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the "Company Permits"), except where the failure to have any of the --------------- Company Permits would notPermits, individually or in the aggregate, have has not had, and would not reasonably be expected to have, a Material Adverse Effect on the Company, and, as of the date of this Agreement, no suspension or cancellation of any of the Company Permits is pending or, to the Knowledge of the Company (as hereinafter defined), threatened, except where the suspension or cancellation of any of the Company Permits would notPermits, individually or in the aggregate, have has not had, and would not reasonably be expected to have, a Material Adverse Effect on the Company; provided -------- that no representation is being made by . Neither the Company in this sentence with ---- respect to nor any IND or NDA of the Company filed with the FDA (which are the subject of Section 3.13 hereof). The Company its Subsidiaries is not in violation of (A) the Company Charter its charter, by-laws or the Company By-Lawsother organizational documents, (B) any applicable law, ordinance, administrative or governmental rule or regulation or (C) any order, decree or judgment of any Governmental Entity having jurisdiction over the CompanyCompany or any of its Subsidiaries, except, in the case of clauses (A), (B) and (C), for any violations that, individually or in the aggregate, have not had, and would not have reasonably be expected to have, a Material Adverse Effect on the Company. (b) . Except as disclosed in the Company SEC Documents filed prior to the date of this Agreement or in Schedule 3.8(a) of the Company Disclosure ScheduleAgreement, as of the date of this Agreementhereof, there is no contract or agreement that is material to the business, financial condition or results of operations of the Company. Except as set forth in the Company SEC Documents filed prior to the date of this Agreement or in Schedule 3.8(b) of the Company Disclosure Schedule, the execution and delivery of the Transaction Agreements do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of any benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company under, any indenture, mortgage, loan agreement, note or other agreement or instrument for borrowed money, any guarantee of any agreement or instrument for borrowed money or any lease, contractual license or other contract, agreement or instrument to which the Company is a party or by which the Company is bound or to which any of the properties, assets or operations of the Company is subject, other than such conflicts, violations, breaches, defaults, rights or liens as would not, individually or in the aggregate, have a Material Adverse Effect on the Company. As used in this Agreement "Knowledge of the Company" means the actual knowledge ------------------------ of any of the Chief Executive Officer, the Chief Financial Officer, the General Counsel of the Company or Executive Vice President, Research and Development.material

Permits and Compliance. (a) The Each of the Company and its Subsidiaries is in possession of all Permits franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for it the Company or any of its Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the "Company Permits"), except where the failure to have any of the --------------- Company Permits would not, individually or in the aggregate, have a Material Adverse Effect on the Company, and, as of the date of this Agreement, no . No suspension or cancellation of any of the Company Permits is pending or, to the Knowledge of the Company (as hereinafter defined), threatened, except where the suspension or cancellation of any of the Company Permits would not, individually or in the aggregate, have a Material Adverse Effect on the Company; provided -------- that no representation is being made by . Neither the Company in this sentence with ---- respect to nor any IND or NDA of the Company filed with the FDA (which are the subject of Section 3.13 hereof). The Company its Subsidiaries is not in violation of (A) the Company Charter its charter, by-laws or the Company By-Lawsother organizational documents, (B) any applicable law, ordinance, administrative or governmental rule or regulation or regulation, (C) any order, decree or judgment of any Governmental Entity having jurisdiction over the CompanyCompany or any of its Subsidiaries, or (D) any Company Permits except, in the case of clauses (B) and ), (C) or (D), for any violations that, individually or in the aggregate, would not have a Material Adverse Effect on the Company. (b) Except as disclosed in the Company SEC Documents filed prior to the date of this Agreement Agreement, there are no contracts or in Schedule 3.8(a) agreements of the Company Disclosure Schedule, as or its Subsidiaries having terms or conditions which would have a Material Adverse Effect on the Company or having covenants not to compete that materially impair the ability of the date Company to conduct its business as currently conducted or purport to bind any stockholder or any Affiliated Person (as defined herein) of this Agreement, there is no contract or agreement that is material to the business, financial condition or results of operations any stockholder of the CompanyCompany after the Effective Time. Except as set forth in the Company SEC Documents filed prior to the date of this Agreement Agreement, no event of default or in Schedule 3.8(b) event that, but for the giving of notice or the lapse of time or both, would constitute an event of default exists or, upon the consummation by the Company Disclosure Schedule, the execution and delivery of the Transaction Agreements do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof by this Agreement, will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of any benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company under, exist under any indenture, mortgage, loan agreement, note or other agreement or instrument for borrowed money, any guarantee of any agreement or instrument for borrowed money or any lease, contractual license or other contract, agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any such Subsidiary is bound or to which any of the properties, assets or operations of the Company or any such Subsidiary is subject, other than such conflicts, violations, breaches, defaults, rights or liens as would notany defaults that, individually or in the aggregate, would not have a Material Adverse Effect on the Company. As used in this Agreement "Knowledge of the Company" means the actual knowledge ------------------------ of any of the Chief Executive Officer, the Chief Financial Officer, the General Counsel of the Company or Executive Vice President, Research and Development.