definiens: within the meaning of Section 280 G of the Code ; and Parent shall have received Satisfactory Purchaser 's Questionnaires from all Shareholders ( other than not more than two Shareholders owning, in the aggregate, not more than 2,400 Shares ) ; ( h ) there shall be delivered to Parent a certificate of the Major Shareholders and/or the Representatives, in the name and on behalf of the Major Shareholders, executed o n the Closing Date that the conditions set forth in subsections ( a ) through ( g ) of this Section 3.5 have been fulfilled ; -12- ( i ) receipt by Parent of an opinion from its financial advisor that the Merger is fair from a financial point of view ; ( j ) all persons who are listed on Schedule 7.5 hereto are affiliates of the Company for the purposes of Rule 145 promulgated pursuant to the Securities Act of 1933, as amended ( the ), shall have executed and delivered to Parent an Affiliate Agreement substantially in the form of Exhibit 7.5 hereto ; ( k ) Parent shall have no reason to believe that th e issuance of shares of Parent Common Stock to Shareholders i n connection with the Merger shall not be exempt from registration under the Securities Act ; and the issuance of Parent Common Stock in connection with the Merger shall have been qualified or registered with the appropriate authorities in all jurisdictions in which such qualification or registration is necessary ; ( l ) Parent shall have satisfactory completed its due diligence review of the Company and shall be satisfied with the relationship between the Company and its express and implied l icensors and the right of the Company to use and commercialize such technology and the technology used or proposed to be used by it ; ( m ) the Centocor Research Agreement shall have terminated and the Company shall have no further responsib ilities or obligations thereunder, and there shall have been delivered to Parent a certificate of the Chief Scientific Officer of the Company affirming same ; ( n ) each Employee -Scientist shall have entered into an Employment Agreement ; and ( o ) all legal matters and proceedings relating to the consummation of the transactions contemplated hereby shall have been completed in all material respects to the satisfaction of counsel for Parent