IS SUBJECT TO TERMINATION, MODIFICATION OR ACCELERATION AS A
RESULT OF THE TRANSACTIONS CONTEMPLATED HEREBY.
Z.
TANGIBLE ASSETS.
THE COMPANY AND ITS
SUBSIDIARIES AND, TO THE COMPANY'S KNOWLEDGE, ITS FOREIGN SUBSIDIARIES HAVE GOOD
AND MARKETABLE TITLE TO ALL OF THE TANGIBLE ASSETS THAT ARE MATERIAL TO THEIR
BUSINESSES (THE "ASSETS"), IN EACH CASE FREE AND CLEAR OF ANY LIEN, OTHER THAN
PERMITTED LIENS. THE ASSETS INCLUDE ALL TANGIBLE ASSETS NECESSARY FOR THE
CONDUCT OF THE COMPANY'S AND ITS SUBSIDIARIES' AND, TO THE COMPANY'S KNOWLEDGE,
ITS FOREIGN SUBSIDIARIES' BUSINESSES AS PRESENTLY PROPOSED TO BE CONDUCTED.
THE
ASSETS THAT ARE FACILITIES, FIXTURES, EQUIPMENT, AND OTHER PERSONAL PROPERTY
HAVE BEEN MAINTAINED IN ACCORDANCE WITH NORMAL INDUSTRY PRACTICE, AND ARE IN
GOOD OPERATING CONDITION AND REPAIR (SUBJECT TO NORMAL WEAR AND TEAR), AND ARE
SUITABLE FOR THE PURPOSES FOR WHICH THEY ARE NOW USED AND PROPOSED TO BE USED.
THERE ARE NO EXISTING AGREEMENTS, OPTIONS, COMMITMENTS OR RIGHTS WITH, OF OR TO
ANY PERSON TO ACQUIRE ANY SUCH ASSETS, OR ANY INTERESTS THEREIN.
AA.
NO MATERIALLY ADVERSE CONTRACTS, ETC.
THE
COMPANY IS NOT SUBJECT TO ANY CHARTER, CONTRACT, AGREEMENT, INSTRUMENT,
CORPORATE OR OTHER LEGAL RESTRICTION, OR ANY JUDGMENT, DECREE, ORDER, RULE,
REGULATION OR OTHER LAW THAT HAS, HAS HAD, OR COULD REASONABLY BE EXPECTED IN
THE FUTURE TO HAVE, A MATERIAL ADVERSE EFFECT.
BB.
INVESTMENT COMPANY.
THE COMPANY IS NOT, AND
UPON THE CLOSING WILL NOT BE, AN "INVESTMENT COMPANY," A COMPANY CONTROLLED BY
AN "INVESTMENT COMPANY," OR AN "AFFILIATED PERSON" OF, OR "PROMOTER" OR
"PRINCIPAL UNDERWRITER" FOR, AN "INVESTMENT COMPANY," AS SUCH TERMS ARE DEFINED
IN THE INVESTMENT COMPANY ACT.
19
CC.
STOCK OPTIONS.
EXCEPT AS SET FORTH ON
SCHEDULE 3(CC), EVERY OPTION ISSUED BY THE COMPANY PURSUANT TO THE EQUITY PLANS
(I) HAS (OR, IF NO LONGER OUTSTANDING, HAD), WITH RESPECT TO EACH SHARE OF
COMMON STOCK INTO WHICH IT IS CONVERTIBLE OR FOR WHICH IT IS EXERCISABLE OR
EXCHANGEABLE, AN EXERCISE PRICE EQUAL TO OR GREATER THAN THE FAIR MARKET VALUE
PER SHARE OF COMMON STOCK ON THE DATE OF GRANT OF SUCH OPTION, (II) WAS ISSUED
IN COMPLIANCE WITH THE TERMS OF THE PLAN UNDER WHICH IT WAS ISSUED AND IN
COMPLIANCE WITH APPLICABLE LAWS, RULES AND REGULATIONS, INCLUDING THE RULES AND
REGULATIONS OF THE PRINCIPAL MARKET, AND (III) HAS BEEN ACCOUNTED FOR IN
ACCORDANCE WITH GAAP AND OTHERWISE BEEN DISCLOSED ACCURATELY AND COMPLETELY AND
IN ACCORDANCE WITH THE REQUIREMENTS OF THE SECURITIES LAWS, INCLUDING RULE 402
OF REGULATION S-K PROMULGATED BY THE SEC, AND THE COMPANY HAS PAID, OR PROPERLY
RESERVED FOR, ALL TAXES PAYABLE WITH RESPECT TO EACH SUCH OPTION (INCLUDING WITH
RESPECT TO THE ISSUANCE AND EXERCISE THEREOF), AND HAS NOT DEDUCTED ANY AMOUNTS
FROM ITS TAXABLE INCOME THAT IT IS NOT ENTITLED TO DEDUCT WITH RESPECT TO ANY
SUCH STOCK OPTION (INCLUDING THE ISSUANCE AND EXERCISE THEREOF).
DD.
CLINICAL SERVICES.
THE CONTRACT RESEARCH
SERVICES PROVIDED BY EACH OF THE COMPANY AND ITS SUBSIDIARIES AND, TO THE
COMPANY'S KNOWLEDGE, ITS FOREIGN SUBSIDIARIES IS PROVIDED IN COMPLIANCE