RIGHTS GRANTED BY THE COMPANY; AND ALL CORPORATE ACTION REQUIRED TO BE TAKEN FOR
THE AUTHORIZATION, ISSUANCE AND SALE OF THE SECURITIES HAS BEEN DULY AND VALIDLY
TAKEN. THE SECURITIES CONFORM IN ALL MATERIAL RESPECTS TO ALL STATEMENTS WITH
RESPECT THERETO CONTAINED IN THE REGISTRATION STATEMENT, THE DISCLOSURE PACKAGE
AND THE PROSPECTUS.
8
J.
REGISTRATION RIGHTS OF THIRD PARTIES. EXCEPT AS SET FORTH
IN THE SEC REPORTS OR THE REGISTRATION STATEMENT, THE DISCLOSURE PACKAGE AND THE
PROSPECTUS, NO HOLDERS OF ANY SECURITIES OF THE COMPANY OR ANY RIGHTS
EXERCISABLE FOR OR CONVERTIBLE OR EXCHANGEABLE INTO SECURITIES OF THE COMPANY
HAVE THE RIGHT TO REQUIRE THE COMPANY TO REGISTER ANY SUCH SECURITIES OF THE
COMPANY UNDER THE SECURITIES ACT OR TO INCLUDE ANY SUCH SECURITIES IN A
REGISTRATION STATEMENT TO BE FILED BY THE COMPANY (EXCEPT FOR ANY SUCH RIGHTS
THAT HAVE BEEN WAIVED).
K.
VALIDITY AND BINDING EFFECT OF AGREEMENTS. THIS AGREEMENT
HAS BEEN DULY AND VALIDLY AUTHORIZED BY THE COMPANY, AND, WHEN EXECUTED AND
DELIVERED, WILL CONSTITUTE, THE VALID AND BINDING AGREEMENT OF THE COMPANY,
ENFORCEABLE AGAINST THE COMPANY IN ACCORDANCE WITH ITS RESPECTIVE TERMS, EXCEPT:
(I) AS SUCH ENFORCEABILITY MAY BE LIMITED BY BANKRUPTCY, INSOLVENCY,
REORGANIZATION OR SIMILAR LAWS AFFECTING CREDITORS' RIGHTS GENERALLY; (II) AS
ENFORCEABILITY OF ANY INDEMNIFICATION OR CONTRIBUTION PROVISION MAY BE LIMITED
UNDER THE FEDERAL AND STATE SECURITIES LAWS; AND (III) THAT THE REMEDY OF
SPECIFIC PERFORMANCE AND INJUNCTIVE AND OTHER FORMS OF EQUITABLE RELIEF MAY BE
SUBJECT TO THE EQUITABLE DEFENSES AND TO THE DISCRETION OF THE COURT BEFORE
WHICH ANY PROCEEDING THEREFOR MAY BE BROUGHT.
L.
NO CONFLICTS, ETC. THE EXECUTION, DELIVERY AND PERFORMANCE
BY THE COMPANY OF THIS AGREEMENT AND ALL ANCILLARY DOCUMENTS, THE CONSUMMATION
BY THE COMPANY OF THE TRANSACTIONS HEREIN AND THEREIN CONTEMPLATED AND THE
COMPLIANCE BY THE COMPANY WITH THE TERMS HEREOF AND THEREOF DO NOT AND WILL NOT,
WITH OR WITHOUT THE GIVING OF NOTICE OR THE LAPSE OF TIME OR BOTH: (I) RESULT IN
A MATERIAL BREACH OF, OR CONFLICT WITH ANY OF THE TERMS AND PROVISIONS OF, OR
CONSTITUTE A MATERIAL DEFAULT UNDER, OR RESULT IN THE CREATION, MODIFICATION,
TERMINATION OR IMPOSITION OF ANY LIEN, CHARGE OR ENCUMBRANCE UPON ANY PROPERTY
OR ASSETS OF THE COMPANY PURSUANT TO THE TERMS OF ANY AGREEMENT OR INSTRUMENT TO
WHICH THE COMPANY IS A PARTY; (II) RESULT IN ANY VIOLATION OF THE PROVISIONS OF
THE COMPANY'S CERTIFICATE OF INCORPORATION (AS THE SAME MAY BE AMENDED OR
RESTATED FROM TIME TO TIME, THE "CHARTER") OR THE BY-LAWS OF THE COMPANY (AS THE
SAME MAY BE AMENDED OR RESTATED FROM TIME TO TIME, THE "BYLAWS"); OR (III)
VIOLATE IN ANY MATERIAL RESPECT ANY EXISTING APPLICABLE LAW, RULE, REGULATION,
JUDGMENT,
ORDER
OR
DECREE
OF
ANY
GOVERNMENTAL
ENTITY
AS
OF
THE
DATE
HEREOF (INCLUDING, WITHOUT LIMITATION, THOSE PROMULGATED BY THE FOOD AND DRUG
ADMINISTRATION OF THE U.S. DEPARTMENT OF HEALTH AND HUMAN SERVICES (THE "FDA")
OR BY ANY FOREIGN, FEDERAL, STATE OR LOCAL REGULATORY AUTHORITY PERFORMING
FUNCTIONS SIMILAR TO THOSE PERFORMED BY