KNOWLEDGE OF SELLERS, ANY OTHER COMMUNICATION OR
CORRESPONDENCE TO SELLERS OR ANY OF THEIR AFFILIATES, (I) ALLEGING THAT EITHER
THE BUSINESS OR THE TRANSFERRED ASSETS ARE OR WERE, IN ANY MATERIAL RESPECT, IN
VIOLATION OF ANY LAW APPLICABLE TO THE RESEARCH, DEVELOPMENT, TESTING,
MANUFACTURING, PACKAGING, LABELING, MARKETING, DISTRIBUTION, SALE OR
COMMERCIALIZATION ACTIVITIES CONDUCTED BY SELLERS OR THEIR AFFILIATES WITH
RESPECT TO THE BUSINESS OR THE TRANSFERRED ASSETS, OR (II) ALLEGING THAT THERE
ARE CIRCUMSTANCES CURRENTLY EXISTING WHICH MIGHT REASONABLY BE EXPECTED TO LEAD
TO ANY LOSS OF, REFUSAL TO RENEW OR REFUSAL TO APPROVE ANY FDA/EU APPLICATION,
FDA APPROVAL OR MATERIAL BUSINESS PERMIT.
2.17
ABSENCE OF CERTAIN CHANGES.
EXCEPT AS SET FORTH ON SECTION 2.17 OF
THE DISCLOSURE SCHEDULE, SINCE SEPTEMBER 30, 2007, THE BUSINESS HAS BEEN
CONDUCTED ONLY IN THE ORDINARY COURSE AND CONSISTENT WITH PAST PRACTICES IN ALL
MATERIAL RESPECTS.
SINCE DECEMBER 31, 2006, SELLERS HAVE NOT SUFFERED ANY
CHANGE IN THE OPERATIONS OF THE BUSINESS, RESULTS OF OPERATIONS OF THE BUSINESS,
TRANSFERRED ASSETS, ASSUMED OBLIGATIONS OR FINANCIAL CONDITION OF THE BUSINESS,
OTHER THAN CHANGES THAT, INDIVIDUALLY OR IN THE AGGREGATE, HAVE NOT RESULTED IN
AND WOULD NOT REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
2.18
NO BROKERS; AFFILIATE TRANSACTIONS.
(A)
NO AGENT, BROKER, FINDER OR OTHER PERSON OR ENTITY ACTING ON
BEHALF OF SELLERS OR THEIR AFFILIATES WILL BE ENTITLED TO ANY BROKER'S, FINDER'S
OR SIMILAR FEE OR COMMISSION IN CONNECTION WITH THE TRANSACTIONS.
(B)
THERE ARE NO ACQUIRED CONTRACTS BETWEEN A SELLER (OR ANY OF ITS
AFFILIATES), ON THE ONE HAND, AND ANY AFFILIATES OF SUCH SELLER , ON THE OTHER
HAND.
2.19
ENVIRONMENTAL MATTERS.
(A)
EXCEPT AS, INDIVIDUALLY OR IN THE AGGREGATE, WOULD NOT REASONABLY
BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT:
(I) THE BUSINESS IS IN
COMPLIANCE WITH ALL, AND HAS NOT VIOLATED ANY, ENVIRONMENTAL LAWS APPLICABLE TO
IT; (II) NONE OF THE SELLERS OR THEIR AFFILIATES HAS RECEIVED ANY WRITTEN NOTICE
OR CLAIM ASSERTING THAT THE BUSINESS HAS VIOLATED ANY ENVIRONMENTAL LAWS, OR
THAT ANY OF THE SELLERS IS LIABLE OR HAS ANY OBLIGATIONS TO ANY PERSON AS A
RESULT OF THE PRESENCE OR RELEASE OF ANY MATERIALS OF ENVIRONMENTAL CONCERN
RELATING TO THE BUSINESS, OR INDICATING THAT THERE IS ANY INVESTIGATION OF OR
INQUIRY INTO THE POSSIBILITY OF SUCH A CLAIM, AND TO SELLERS' KNOWLEDGE THERE IS
NO BASIS FOR ANY SUCH CLAIM; AND (III) NO SELLER OR ANY OF THEIR AFFILIATES IS A
PARTY TO ANY PROCEEDING, INVESTIGATION, OR AGREEMENT CONCERNING ENVIRONMENTAL
LAWS OR THE PRESENCE OR RELEASE OF ANY MATERIALS OF ENVIRONMENTAL CONCERN WITH
RESPECT TO THE BUSINESS.
SELLERS HAVE PROVIDED TO BUYERS COPIES OF ALL REPORTS,
ASSESSMENTS, AUDITS, AND OTHER SIMILAR DOCUMENTS, TO THE EXTENT IN THE
POSSESSION OR CONTROL OF ANY OF THEM, CONTAINING
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INFORMATION MATERIAL TO THE BUSINESS REGARDING ENVIRONMENTAL LAWS OR MATERIALS
OF ENVIRONMENTAL CONCERN.
(B)
FOR PURPOSES OF THIS AGREEMENT, THE TERMS BELOW SHALL HAVE THE
MEANING ASSIGNED:
(I)
"ENVIRONMENTAL LAWS" SHALL MEAN ANY AND ALL LAWS (INCLUDING