and sanofi-aventis, do not and shall not:
(a) violate any provision of applicable Law or any ruling, writ, injunction,
order, permit, judgment or decree of any Governmental Authority, (b) constitute
a breach of, or default under (or an event which, with notice or lapse of time
or both, would become a default under) or conflict with, or give rise to any
right of termination, cancellation or acceleration of, any agreement,
arrangement or instrument, whether written or oral, by which the Investor,
Sanofi US, Aventis or sanofi-aventis or any of their respective assets, are
bound, or (c) violate or conflict with any of the provisions of the Investor's,
Sanofi US', Aventis' or sanofi-aventis' organizational documents (including any
articles or memoranda of organization or association, charter, bylaws or similar
documents), except as would not impair or adversely affect the ability of the
Investor, Sanofi US, Aventis or sanofi-aventis, as applicable, to consummate the
Transactions and perform their respective obligations under the Transaction
Agreements and except, in the case of subsections (a) and (b) as would not have
a material adverse effect on the Investor, Sanofi US, Aventis or sanofi-aventis.
5.4 No Governmental Authority or Third Party Consents. No consent,
approval, authorization or other order of any Governmental Authority or other
Third Party is required to be obtained by the Investor, Sanofi US, Aventis or
sanofi-aventis in connection with the authorization, execution and delivery of
any of the Transaction Agreements or with the subscription for and purchase of
the Shares, except as required pursuant to the HSR Act.
5.5 Purchase Entirely for Own Account. The Shares shall be acquired for
investment for the Investor's own account, not as a nominee or agent, and not
with a view to the
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resale or distribution of any part thereof, and the Investor has no present
intention of selling, granting any participation or otherwise distributing the
Shares. The Investor does not have and will not have as of the Closing any
contract, undertaking, agreement or arrangement with any Person to sell,
transfer or grant participation to a Person any of the Shares.
5.6 Disclosure of Information. The Investor has received all the
information from the Company and its management that the Investor considers
necessary or appropriate for deciding whether to purchase the Shares hereunder.
The Investor further represents that it has had an opportunity to ask questions
and receive answers from the Company regarding the Company, its financial
condition, results of operations and prospects and the terms and conditions of
the offering of the Shares sufficient to enable it to evaluate its investment.
5.7 Investment Experience and Accredited Investor Status. The Investor is
an "accredited investor" (as defined in Regulation D under the Securities Act).
The Investor has such knowledge and experience in financial or business matters
that it is capable of evaluating the merits and risks of the investment in the
Shares to be purchased hereunder.
5.8 Acquiring Person. As of the date of this Agreement and immediately
prior to the Closing, (a) sanofi-aventis