Common use of Capitalization; Status of Capital Stock Clause in Contracts

Capitalization; Status of Capital Stock. ChemGenics has a total authorized capitalization consisting of (i) 16,000,000 shares of Common Stock, $.001 par value and (ii) 11,275,000 shares of preferred stock, $.01 par value ("Preferred Stock"), of which 6,400,000 shares are designated as Series A Convertible Preferred Stock, $.01 par value ("Series A Preferred Stock"), 1,100,000 shares are designated as Series B Convertible Preferred Stock, $.01 par value ("Series B Preferred Stock"), 775,000 shares are designated as Series C Convertible Preferred Stock, $.01 par value ("Series C Preferred Stock"), and 3,000,000 shares are designated as Series D Preferred Stock, $.01 par value ("Series D Preferred Stock;" the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock are collectively the "Preferred Stock"). 1,523,700 shares of Common Stock are issued and outstanding, 6,150,732 shares of Series A Preferred Stock are issued and outstanding, 1,063,366 shares of Series B Preferred Stock are issued and outstanding, 767,739 shares of Series C Preferred Stock are issued and outstanding and 3,000,000 shares of Series D Preferred Stock are issued and outstanding. Each outstanding share of Preferred Stock is on the date hereof convertible into one share of Common Stock. All the outstanding shares of capital stock of ChemGenics have been duly authorized, and are validly issued, fully paid and non-assessable. The Shares when issued and delivered in accordance with the terms thereof, are duly authorized, validly issued, fully-paid and non-assessable. The shares of Common Stock underlying the Warrant, when issued and delivered in accordance with the terms of the Warrant, are duly authorized, validly issued, and, assuming payment therefor in accordance with the terms hereof, fully-paid and non-assessable. Except for 2,006,400 shares of Common Stock that have been reserved for issuance upon exercise of stock options, 177,083 shares of Series A Preferred Stock that have been reserved for issuance upon exercise of warrants issued or to be issued to Comdisco, Inc. (the "Comdisco Leasing Warrants"), the shares of Common Stock reserved for issuance upon the conversion of the currently outstanding shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and upon the conversion of the shares of Series A Preferred Stock which may be issued upon exercise of the Comdisco Leasing Warrants, no options, warrants, subscriptions or purchase rights of any nature to acquire from ChemGenics, or commitments of ChemGenics to issue, shares of capital stock or other securities 22 30 are authorized, issued or outstanding, nor is ChemGenics obligated in any other manner to issue shares or rights to acquire any of its capital stock or other securities except as contemplated by this Agreement. None of ChemGenics' outstanding securities or authorized capital stock are subject to any rights of redemption, repurchase, rights of first refusal, preemptive rights or other similar rights, whether contractual, statutory or otherwise, for the benefit of ChemGenics, or to ChemGenics' knowledge, any stockholder, or any other Person, except pursuant hereto or as set forth on Schedule 3.12, and to the knowledge of ChemGenics, except as set forth on Schedule 3.12, there are no voting agreements regarding its securities. Except as set forth in Schedule 3.12, there are no restrictions on the transfer of shares of capital stock of ChemGenics other than those imposed by relevant federal and state securities laws and as otherwise contemplated by this Agreement.

Capitalization; Status of Capital Stock. ChemGenics (a) As of the date of this Agreement, the Company has a total authorized capitalization consisting of (i) 16,000,000 125,000,000 shares of Common Stock, $.001 par value of which (a) 4,765,328 shares are issued and outstanding as of the date of this Agreement, and (b) 16,239,375 shares have been reserved for issuance upon exercise of options issuable under the Company’s 1997 Employee, Director and Consultant Stock Option Plan, as amended (the “Stock Plan”), of which options to purchase 11,342,561 shares have been granted to employees, consultants or directors and are outstanding as of the date of this Agreement and 1,675,328 shares have been issued pursuant to stock option exercises, which shares are included in the Common Stock outstanding; and (ii) 11,275,000 67,946,524 shares of preferred stock, $.01 par value ("Preferred Stock"), of which 6,400,000 shares 1,530,000 are designated as Series A Convertible Preferred Stock, $.01 par value ("Series A Preferred Stock"), 1,100,000 shares 591,000 are designated as Series B Convertible Preferred Stock, $.01 par value ("Series B Preferred Stock"), 775,000 shares 5,029,000 are Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. designated as Series C Convertible Preferred Stock, $.01 par value ("Series C Preferred Stock"), and 3,000,000 shares 3,759,088 are designated as Series D Preferred Stock, $.01 par value ("1,815,992 are designated as Series D Preferred Stock;" the Series A E Preferred Stock, 34,502,875 are designated as Series B Preferred Stock, Series C F Preferred Stock and 20,718,569 are designated as Series D Preferred Stock are collectively the "G Preferred Stock"). 1,523,700 shares As of Common Stock are issued and outstanding, 6,150,732 shares of Series A Preferred Stock are issued and outstanding, 1,063,366 shares of Series B Preferred Stock are issued and outstanding, 767,739 shares of Series C Preferred Stock are issued and outstanding and 3,000,000 shares of Series D Preferred Stock are issued and outstanding. Each outstanding share of Preferred Stock is on the date hereof convertible into one share of Common Stock. All the outstanding shares of capital stock of ChemGenics have been duly authorizedthis Agreement, and are validly issued, fully paid and non-assessable. The Shares when issued and delivered in accordance with the terms thereof, are duly authorized, validly issued, fully-paid and non-assessable. The shares of Common Stock underlying the Warrant, when issued and delivered in accordance with the terms of the Warrant, are duly authorized, validly issued, and, assuming payment therefor in accordance with the terms hereof, fully-paid and non-assessable. Except for 2,006,400 shares of Common Stock that have been reserved for issuance upon exercise of stock options, 177,083 shares of Series A Preferred Stock that have been reserved for issuance upon exercise of warrants issued or to be issued to Comdisco, Inc. (the "Comdisco Leasing Warrants"), the shares of Common Stock reserved for issuance upon the conversion of the currently outstanding 1,530,000 shares of Series A Preferred Stock, 591,000 shares of Series B Preferred Stock, 4,355,000 shares of Series C Preferred Stock, 3,759,088 shares of Series D Preferred Stock and upon the conversion of the Stock, 1,813,485 shares of Series A E Preferred Stock, 26,322,107 shares of Series F Preferred Stock, and 20,476,068 shares of Series G Preferred Stock which may be are validly issued upon exercise of the Comdisco Leasing Warrants, no options, warrants, subscriptions or purchase rights of any nature to acquire from ChemGenics, or commitments of ChemGenics to issue, shares of capital stock or other securities 22 30 are authorized, issued or and outstanding, nor is ChemGenics obligated in any other manner to issue shares or rights to acquire any of its capital stock or other securities except as contemplated by this Agreement. None of ChemGenics' outstanding securities or authorized capital stock are subject to any rights of redemption, repurchase, rights of first refusal, preemptive rights or other similar rights, whether contractual, statutory or otherwise, for the benefit of ChemGenics, or to ChemGenics' knowledge, any stockholder, or any other Person, except pursuant hereto or as set forth on Schedule 3.12, and to the knowledge of ChemGenics, except as set forth on Schedule 3.12, there are no voting agreements regarding its securities. Except as set forth in Schedule 3.12, there are no restrictions on the transfer of shares of capital stock of ChemGenics other than those imposed by relevant federal and state securities laws and as otherwise contemplated by this Agreement.

Capitalization; Status of Capital Stock. ChemGenics has The Company has, or --------------------------------------- before the Closing will have, a total authorized capitalization consisting of (i) 16,000,000 20,000,000 shares of Common Stock, $.001 par value and (ii) 11,275,000 shares of preferred stock, $.01 par value Stock ("Preferred Common Stock"), of which 6,400,000 (A) 10,062,076 shares are designated as Series A Convertible Preferred Stock, $.01 par value ("Series A Preferred Stock"), 1,100,000 shares are designated as Series B Convertible Preferred Stock, $.01 par value ("Series B Preferred Stock"), 775,000 shares are designated as Series C Convertible Preferred Stock, $.01 par value ("Series C Preferred Stock"), and 3,000,000 shares are designated as Series D Preferred Stock, $.01 par value ("Series D Preferred Stock;" the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock are collectively the "Preferred Stock"). 1,523,700 shares of Common Stock are issued and outstanding, 6,150,732 (B) 1,215,216 shares are held by the Corporation as treasury shares, (C) 32,512 shares were issued in error and are awaiting cancellation but are shown as outstanding on the records of the Corporation's transfer agent, and (D) 68 shares are shown as outstanding on the records of the Corporation's transfer agent but cannot be allocated to a holder of record, and (ii) 20,000,000 shares of Preferred Stock ("Preferred Stock") of which (A)391,667 shares are authorized as Series A Junior Convertible Redeemable Preferred Stock Stock, all of which shares are issued and outstanding, 1,063,366 (B) 390,000 shares of are authorized as Series B Junior Convertible Redeemable Preferred Stock Stock, all of which shares are issued and outstanding, 767,739 (C) 40,000 shares of are authorized as Series C Junior Convertible Redeemable Preferred Stock Stock, all of which shares are issued and outstanding and 3,000,000 outstanding, (D) 1,500,000 shares of are authorized as Series D Senior Cumulative Convertible Redeemable Preferred Stock Stock, all of which shares are issued and outstanding, (E) 350,000 shares are authorized as Series E Junior Convertible Redeemable Preferred Stock, all of which shares are issued and outstanding, (F) 2,150,493 shares are authorized as Series G Junior Participating Convertible Voting Preferred Stock, all of which shares are issued and outstanding. Each outstanding share All of Preferred Stock is on the date hereof convertible into one share of Common Stock. All the issued and outstanding shares of capital stock of ChemGenics Common Stock have been duly authorized, authorized and are validly issued, are fully paid paid, and non-assessable, and were issued in compliance with all applicable state and federal securities laws. The Shares when issued and delivered Other than as set forth in accordance with the terms thereofCompany's Public Filings, are duly authorized, validly issued, fully-paid and non-assessable. The the Company has no options or rights to purchase shares of Common Stock underlying the Warrantits capital stock, when issued and delivered in accordance with the terms of the Warrant, are duly authorized, validly issued, and, assuming payment therefor in accordance with the terms hereof, fully-paid and non-assessable. Except for 2,006,400 or securities convertible into shares of Common Stock that have been reserved for issuance upon exercise of stock optionsits capital stock, 177,083 shares of Series A Preferred Stock that have been reserved for issuance upon exercise of warrants issued or to be issued to Comdisco, Inc. (the "Comdisco Leasing Warrants"), the shares of Common Stock reserved for issuance upon the conversion of the currently outstanding shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and upon the conversion of the shares of Series A Preferred Stock which may be issued upon exercise of the Comdisco Leasing Warrants, no options, warrants, subscriptions or purchase rights of any nature to acquire from ChemGenics, or commitments of ChemGenics to issue, shares of capital stock or other securities 22 30 are authorized, issued or outstanding, nor is ChemGenics the Company obligated in any other manner to issue shares of its capital stock or rights securities convertible into or evidencing any right to acquire shares of its capital stock, or to distribute to holders of any of its capital stock any evidence of indebtedness or other securities except as contemplated by this Agreement. None assets; (b) no Person has any preemptive right, right of ChemGenics' outstanding securities first refusal or authorized similar right to acquire additional shares of capital stock are subject in connection with the sale and purchase of the Purchased Shares pursuant to any rights of redemption, repurchase, rights of first refusal, preemptive rights or other similar rights, whether contractual, statutory this Agreement or otherwise, for the benefit of ChemGenics, or to ChemGenics' knowledge, any stockholder, or any other Person, except pursuant hereto or as set forth on Schedule 3.12, and to the knowledge of ChemGenics, except as set forth on Schedule 3.12, there are no voting agreements regarding its securities. Except as set forth in Schedule 3.12, ; (c) there are no restrictions on the transfer of the shares of capital stock of ChemGenics the Company, other than those imposed by relevant state and federal and state securities laws or the Company's Certificate of Incorporation; (d) no Person has any right to cause the Company to effect the registration under the Securities Act of 1933, as amended (the "1933 Act"), of any shares of capital stock or any other securities (including debt securities) of the Company; (e) the Company has no obligation to purchase, redeem or otherwise acquire any of its equity securities or any interests therein, or to pay any dividend or make any other distribution in respect thereto; and (f) there are no voting trusts, stockholders' agreements, or proxies relating to any securities of the Company. The Company has heretofore delivered to the Investors true and correct copies of its Certificate of Incorporation and Bylaws, each as otherwise contemplated amended and in effect on the date hereof and certified by this Agreementthe Company's Secretary.

Capitalization; Status of Capital Stock. ChemGenics The Company has a total authorized capitalization consisting of (i) 16,000,000 34,625,000 shares of Common Stock, $.001 .00001 par value per share, 5,858,966 of which are issued and (ii) 11,275,000 outstanding; 6,500,000 shares of preferred stock, $.01 par value ("Preferred Stock"), of which 6,400,000 shares are designated as Series A Convertible Preferred Stock, $.01 .00001 par value ("Series A Preferred Stock")per share, 1,100,000 6,470,589 of which shares are designated as issued and outstanding; 5,000,000 shares of Series B Convertible Preferred Stock, $.01 .00001, par value ("Series B Preferred Stock")per share, 775,000 5,000,000 of which shares are designated as issued and outstanding; 1,350,000 shares of Series C Convertible Preferred Stock, $.01 par value ("Series C Preferred Stock"), 1,312,336 of which are issued and 3,000,000 outstanding; 800,000 shares are designated as of Series D Convertible Preferred Stock, $.01 par value ("Series D Preferred Stock;" the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock are collectively the "Preferred Stock"). 1,523,700 shares 787,402 of Common Stock which are issued and outstanding, 6,150,732 and 6,500,000 shares of Series A E Convertible Preferred Stock Stock, 5,722,903 of which are issued and outstanding, 1,063,366 and 2,000,000 shares of Series B F Convertible Preferred Stock are issued and outstandingStock, 767,739 shares none of Series C Preferred Stock which are issued and outstanding prior to the Initial Closing. A complete list of the currently issued and 3,000,000 outstanding shares of Series D Preferred Stock capital stock of the Company and the names in which such shares are issued and outstanding. Each outstanding share of Preferred Stock registered is on the date hereof convertible into one share of Common Stockset forth in Exhibit 4.21 hereto. All of the outstanding shares of capital stock of ChemGenics the Company have been duly authorized, are validly issued and are validly issued, fully paid and non-assessablenonassessable. The Shares All shares of capital stock issuable upon exercise of outstanding options and warrants have been duly authorized and, when issued and delivered in accordance with the terms thereofof such options and warrants, are duly authorized, will be validly issued, fully-and fully paid and non-assessablenonassessable. The shares of Common Stock underlying the WarrantPurchased Shares, when issued and delivered in accordance with the terms hereof, and the Conversion Shares, when issued and delivered upon conversion of the WarrantPurchased Shares, are will be duly authorized, validly issued, and, assuming payment therefor in accordance with the terms hereof, fully-issued and fully paid and non-assessablenonassessable. Except for 2,006,400 shares of Common Stock that have been reserved for issuance upon exercise of stock optionsas set forth in Exhibit 4.21 hereto, 177,083 shares of Series A Preferred Stock that have been reserved for issuance upon exercise of warrants issued or to be issued to Comdisco, Inc. (the "Comdisco Leasing Warrants"), the shares of Common Stock reserved for issuance upon the conversion of the currently outstanding shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and upon the conversion of the shares of Series A Preferred Stock which may be issued upon exercise of the Comdisco Leasing Warrants, there are no options, warrants, subscriptions warrants or rights to purchase rights of any nature to acquire from ChemGenics, or commitments of ChemGenics to issue, shares of capital stock or other securities 22 30 are authorized, issued or outstanding, nor is ChemGenics the Company obligated in any other manner to issue shares or rights to acquire any of its capital stock or other securities except as contemplated by this Agreement. None of ChemGenics' outstanding securities or authorized capital stock are subject to any rights of redemption, repurchase, rights of first refusal, preemptive rights or other similar rights, whether contractual, statutory or otherwise, for the benefit of ChemGenics, or to ChemGenics' knowledge, any stockholder, or any other Person, except pursuant hereto or as set forth on Schedule 3.12, and to the knowledge of ChemGenics, except as set forth on Schedule 3.12, there are no voting agreements regarding its securities. Except as set forth in Schedule 3.12Exhibit 4.21 hereto, there are no restrictions on the transfer of shares of capital stock of ChemGenics the Company other than those imposed by relevant state and federal securities laws. Except as set forth in this Agreement and state the Stockholders Agreement, no holder of any security of the Company is entitled to preemptive or similar statutory or contractual rights, either arising pursuant to any agreement or instrument to which the Company is a party or that are otherwise binding upon the Company, and all such rights have been duly waived with respect to the issuance of the Purchased Shares and the Conversion Shares. The offer and sale of all shares of capital stock or other securities laws and as otherwise contemplated by this Agreement.of the Company issued before the

Capitalization; Status of Capital Stock. ChemGenics has The Company represents and warrants that immediately prior to the Closing Date the Company will have a total authorized capitalization consisting of (i) 16,000,000 100,000,000 shares of Common Stock, $.001 without par value and (ii) 11,275,000 shares of preferred stock, $.01 par value ("Preferred Stock")value, of which 6,400,000 18,866,348 shares are designated as Series A Convertible Preferred Stock, $.01 par value ("Series A Preferred Stock"), 1,100,000 shares are designated as Series B Convertible Preferred Stock, $.01 par value ("Series B Preferred Stock"), 775,000 shares are designated as Series C Convertible Preferred Stock, $.01 par value ("Series C Preferred Stock"), and 3,000,000 shares are designated as Series D Preferred Stock, $.01 par value ("Series D Preferred Stock;" the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock are collectively the "Preferred Stock"). 1,523,700 shares of Common Stock are issued and outstanding, 6,150,732 and (ii) 25,000,000 shares of Preferred Stock, of which 1,510,533 shares of Series A Convertible Preferred Stock are issued and outstanding, 1,063,366 6,316,705 shares of Series B Preferred Stock are issued and outstanding, 767,739 shares of Series C Convertible Preferred Stock are issued and outstanding and 3,000,000 4,819,538 shares of Series D C Convertible Preferred Stock are issued and outstanding. Each outstanding share The Company has reserved 8,000,000 shares of Common Stock for issuance under the Company's 1996 Stock Incentive Plan (the "Plan"), under which options to purchase 6,382,323 shares have been granted, stock grants for 5,000 shares have been made, 3,861,323 shares have been issued upon exercise of options, 30,200 shares have been returned to the Plan, options for 2,490,775 shares are currently outstanding, and 1,642,877 shares remain available for future grant under the Plan. The Company has issued warrants to purchase 53,000 shares of Common Stock to certain individuals and warrants to purchase 86,000 shares of Series B Convertible Preferred Stock is on the date hereof convertible into one share and 36,553 shares of Common Series C Convertible Preferred Stock, respectively, to equipment lessors. All of the outstanding shares of capital stock of ChemGenics the Company have been duly authorized, are validly issued and are fully paid and nonassessable and all shares issuable upon exercise of outstanding options and warrants have been duly authorized and, when issued in accordance with the terms of such options and warrants, will be validly issued, fully paid and non-assessablenonassessable and issued in compliance with federal and state securities laws. The Shares when issued and delivered in accordance with the terms thereof, are duly authorized, validly issued, fully-paid and non-assessable. The Company has reserved sufficient shares of Common Stock underlying for issuance upon conversion of the WarrantSeries D Preferred. The Conversion Shares, when issued and delivered in accordance with the terms upon conversion of the WarrantSeries D Preferred, are will be duly authorized, validly issued, and, assuming payment therefor in accordance with the terms hereof, fully-issued and fully paid and non-assessablenonassessable. Except for 2,006,400 shares of Common Stock that have been reserved for issuance upon exercise of stock optionsas set forth in this Agreement and the Disclosure Schedule, 177,083 shares of Series A Preferred Stock that have been reserved for issuance upon exercise of warrants issued or to be issued to Comdisco, Inc. (the "Comdisco Leasing Warrants"), the shares of Common Stock reserved for issuance upon the conversion of the currently outstanding shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and upon the conversion of the shares of Series A Preferred Stock which may be issued upon exercise of the Comdisco Leasing Warrants, there are no options, warrants, subscriptions warrants or rights to purchase rights of any nature to acquire from ChemGenics, or commitments of ChemGenics to issue, shares of capital stock or other securities 22 30 are authorized, issued or outstanding, nor is ChemGenics the Company obligated in any other manner to issue shares or rights to acquire any of its capital stock or other securities except as contemplated by this Agreement. None of ChemGenics' outstanding securities or authorized capital stock are subject to any rights of redemption, repurchase, rights of first refusal, preemptive rights or other similar rights, whether contractual, statutory or otherwise, for the benefit of ChemGenics, or to ChemGenics' knowledge, any stockholder, or any other Person, except pursuant hereto or as set forth on Schedule 3.12, and to the knowledge of ChemGenics, except as set forth on Schedule 3.12, there are no voting agreements regarding its securities. Except as set forth in Schedule 3.12this Agreement and the Disclosure Schedule, there no holder of any security of the Company is entitled to preemptive or similar statutory or contractual rights, either arising pursuant to any agreement or instrument to which the Company is a party or that are no restrictions on otherwise binding upon the transfer Company. The offer and sale of all shares of capital stock or other securities of ChemGenics other than those imposed by relevant the Company issued before the Closing complied with or were exempt from registration or qualification under all federal and state securities laws laws. As of and as otherwise contemplated by this Agreementimmediately following the Closing, each share of Series A Convertible Preferred Stock outstanding will be convertible into 1.1 shares of Common Stock and each share of Series B Convertible Preferred Stock, Series C Convertible Preferred Stock and Series D Preferred outstanding will be convertible into one share of Common Stock.

Capitalization; Status of Capital Stock. ChemGenics has a total The authorized capitalization consisting capital stock of (i) 16,000,000 VCI consists solely of 30,000,000 shares of Common Stockvoting common stock, $.001 .01 par value per share, and (ii) 11,275,000 2,000,000 shares of preferred stock, $.01 par value ("Preferred Stock")per share, of which 6,400,000 an aggregate of 13,572,436 shares are designated as of common stock, 7,000 shares of Series A AA Convertible Redeemable Preferred Stock, $.01 par value ("Series A Preferred Stock"), 1,100,000 shares are designated as Series B Convertible Preferred Stock, $.01 par value ("Series B Preferred Stock"), 775,000 shares are designated as Series C Convertible Preferred Stock, $.01 par value ("Series C Preferred Stock"), and 3,000,000 shares are designated as Series D Preferred Stock, $.01 par value ("Series D Preferred Stock;" the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock are collectively the "Preferred Stock"). 1,523,700 shares of Common Stock are issued and outstanding, 6,150,732 shares of Series A Preferred Stock are issued and outstanding, 1,063,366 76,000 shares of Series B Convertible Redeemable Preferred Stock are issued and outstanding, 767,739 112 shares of Series C Convertible Redeemable Preferred Stock are presently issued and outstanding outstanding. Immediately after giving effect to the transactions described herein, an aggregate of 13,916,436 shares of VCI common stock, 7,000 shares of Series AA Convertible Redeemable Preferred Stock, 76,000 shares of Series B Convertible Redeemable Preferred Stock, 112 shares of Series C Convertible Redeemable Preferred Stock and 3,000,000 2,000 shares of Series D Convertible Redeemable Preferred Stock are will be issued and outstanding. Each outstanding share All of Preferred Stock is on the date hereof convertible into one share of Common Stock. All the outstanding shares of capital stock of ChemGenics VCI have been duly authorized, and are validly issued, and are fully paid and non-assessablenonassessable. The VCI Preferred Shares when issued and delivered in accordance with the terms thereof, are duly authorized, validly issued, fully-paid and non-assessable. The shares of Common Stock underlying the Warrant, (when issued and delivered in accordance with the terms of this Agreement), the shares to be issued to Mortco upon exercise of the Warrant (when issued in accordance with the terms of the Warrant), are and the VCI Common Shares (when issued upon conversion of the VCI Preferred Shares) will be duly authorized, validly issued, and, assuming payment therefor in accordance with the terms hereof, fully-fully paid and non-assessablenonassessable, and free and clear of all claims, pledges, liens, encumbrances and restrictions of every kind. Except for 2,006,400 shares The offer and sale of Common Stock that have been reserved for issuance upon exercise of stock options, 177,083 shares of Series A Preferred Stock that have been reserved for issuance upon exercise of warrants issued or to be issued to Comdisco, Inc. (the "Comdisco Leasing Warrants"), the shares of Common Stock reserved for issuance upon the conversion of the currently outstanding shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and upon the conversion of the shares of Series A Preferred Stock which may be issued upon exercise of the Comdisco Leasing Warrants, no options, warrants, subscriptions or purchase rights of any nature to acquire from ChemGenics, or commitments of ChemGenics to issue, shares of all capital stock or and other securities 22 30 are authorized, of VCI issued before the Closing complied with or outstanding, nor is ChemGenics obligated in any other manner to issue shares or rights to acquire any of its capital stock or other securities except as contemplated by this Agreement. None of ChemGenics' outstanding securities or authorized capital stock are subject to any rights of redemption, repurchase, rights of first refusal, preemptive rights or other similar rights, whether contractual, statutory or otherwise, for the benefit of ChemGenics, or to ChemGenics' knowledge, any stockholder, or any other Person, except pursuant hereto or as set forth on Schedule 3.12, and to the knowledge of ChemGenics, except as set forth on Schedule 3.12, there are no voting agreements regarding its securities. Except as set forth in Schedule 3.12, there are no restrictions on the transfer of shares of capital stock of ChemGenics other than those imposed by relevant was exempt from all applicable federal and state securities laws laws, and as otherwise contemplated by this no stockholder has a right of rescission with respect thereto. Upon closing VCI's acquisition of Galaxy in compliance with the Merger Agreement, VCI shall own all of the issued and outstanding capital stock of Galaxy.

Capitalization; Status of Capital Stock. ChemGenics has As of the Closing, the Company will have a total authorized capitalization consisting of (i) 16,000,000 33,866,667 shares of Common Stock, $.001 par value and (ii) 11,275,000 13,441,667 shares of preferred stock, $.01 par value ("Preferred Stock"), of which 6,400,000 shares are will be designated as Series A Convertible Preferred Stock, $.01 par value ("Series A Preferred Stock"), 1,100,000 shares are will be designated as Series B Convertible Preferred Stock, $.01 par value ("Series B Preferred Stock"), 775,000 shares are will be designated as Series C Convertible Preferred Stock, $.01 par value ("Series C Preferred Stock"), and 3,000,000 shares are will be designated as Series D Convertible Preferred Stock, $.01 par value ("Series D Preferred Stock;" the ") and 2,166,667 shares will be designated as Series A E Convertible Preferred Stock. As of the Closing, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock are collectively the "Preferred Stock"). 1,523,700 11,334,279 shares of Common Stock are will be issued and outstanding, 6,150,732 shares of Series A Preferred Stock are will be issued and outstanding, 1,063,366 shares of Series B Preferred Stock are will be issued and outstanding, 767,739 shares of Series C Preferred Stock are will be issued and outstanding and 3,000,000 shares of Series D Preferred Stock are will be issued and outstanding and 833,334 shares of Series E Preferred Stock will be issued and outstanding. Each outstanding share A complete list of Preferred Stock the capital stock of the Company which has been previously issued and the names in which such capital stock is registered on the date hereof convertible into one share stock transfer book of Common Stockthe Company has been provided to the Purchaser. All the outstanding shares of capital stock of ChemGenics the Company have been duly authorized, and are validly issued, fully paid and non-assessable. The Series E Preferred Shares or shares of Common Stock when issued and delivered in accordance with the terms thereofhereof, are and the Conversion Shares, when issued and delivered upon conversion of the Series E Preferred Shares, will be duly authorized, validly issued, fully-paid and non-assessable. The shares of Common Stock underlying the Warrant, when issued and delivered in accordance with the terms of the Warrant, are duly authorized, validly issued, and, assuming payment therefor in accordance with the terms hereof, fully-paid and non-assessable. Except for 2,006,400 2,964,400 shares of Common Stock that have been are reserved for issuance upon exercise of stock options, 4,896,335 shares of Common Stock that are reserved for issuance upon the exercise of Warrants held by PerSeptive Biosystems, Inc. (the "PBIO Warrants"), 177,083 shares of Series A Preferred Stock that have been reserved for issuance upon exercise of warrants Warrants issued or to be issued to Comdisco, Inc. (the "Comdisco Leasing Warrants"), the shares of Common Stock reserved for issuance upon the conversion of the currently outstanding shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and upon the conversion of the shares of Series A Preferred Stock which may be issued upon exercise of the Comdisco Leasing Warrants, all as further set forth in Exhibit 3.13, no options, warrants, subscriptions or purchase rights of any nature to acquire from ChemGenicsthe Company, or commitments of ChemGenics the Company to issue, shares of capital stock or other securities 22 30 are authorized, issued or outstanding, nor is ChemGenics the Company obligated in any other manner to issue shares or rights to acquire any of its capital stock or other securities except as contemplated by this Agreement. None of ChemGenics' the Company's outstanding securities or authorized capital stock stock, including the Series E Preferred Stock, are subject to any rights of redemption, repurchase, rights of first refusal, preemptive rights or other similar rights, whether contractual, statutory or otherwise, for the benefit of ChemGenics, or to ChemGenics' knowledgethe Company, any stockholder, or any other Person, except pursuant hereto hereto, or as set forth on Schedule 3.12, and to the knowledge of ChemGenics, except as set forth on Schedule 3.12, there are no voting agreements regarding its securitiesExhibit 3.13. Except as set forth in Schedule 3.12Exhibit 3.13, there are no restrictions on - 12 - 13 the transfer of shares of capital stock of ChemGenics the Company other than those imposed by relevant federal and state securities laws and as otherwise contemplated by this Agreement. The offer and sale of all capital stock and other securities of the Company issued before the Closing complied with or were exempt from all applicable federal and state securities laws and no stockholder has a right of rescission or damages with respect thereto.

Capitalization; Status of Capital Stock. ChemGenics The Company has a total authorized capitalization consisting of (i) 16,000,000 300,000,000 shares of Common Stock, $.001 par value $.01 per shares of which 44,832,810 shares are issued and outstanding and (ii) 11,275,000 10,000,000 shares of preferred stockPreferred Stock, par value $.01 par value ("Preferred Stock")per share, of which 6,400,000 (A) 1,100,000 shares are designated as Series A Convertible Preferred Stock, $.01 par value all of which shares are issued and outstanding on the date hereof, ("Series A Preferred Stock"), 1,100,000 B) 1,327,500 shares are designated as Series B Convertible Preferred Stock, $.01 par value all of which shares are issued and outstanding on the date hereof, ("Series B Preferred Stock"), 775,000 C) 145,195 shares are designated as Series C Convertible Preferred Stock, $.01 par value of which shares are issued and outstanding on the date hereof, ("Series C Preferred Stock"), and 3,000,000 D) 685,194 shares are designated as Series D Convertible Preferred Stock, $.01 par value ("Series D Preferred Stock;" the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock are collectively the "Preferred Stock"). 1,523,700 all of which shares of Common Stock are issued and outstanding, 6,150,732 shares of Series A Preferred Stock are issued and outstanding, 1,063,366 shares of Series B Preferred Stock are issued and outstanding, 767,739 shares of Series C Preferred Stock are issued and outstanding and 3,000,000 on the date hereof, (D) 1,867,480 shares are designated as Series E Convertible Preferred Stock, all of Series D Preferred Stock which no shares are issued and outstanding. Each outstanding share of Preferred Stock is on the date hereof convertible into one share hereof, and (E) 985,545 shares are designated Series F Convertible Preferred Stock, of Common Stockwhich no shares are issued and outstanding on the date hereof, prior to giving effect to the transactions contemplated hereby. Set forth on EXHIBIT 3.15 is the number of issued and outstanding shares of the capital stock of the Company. All the outstanding shares of capital stock of ChemGenics the Company have been duly authorized, and are validly issued, fully paid and non-assessable. The Shares Preferred Shares, when issued and delivered in accordance with the terms thereofhereof and after payment of the purchase price therefor and the Converted Shares, are when issued and delivered upon conversion of the Preferred Shares, will be duly authorized, validly issued, fully-paid and non-assessable. The shares of Common Stock underlying the Warrant, when issued and delivered Except as otherwise set forth in accordance with the terms of the Warrant, are duly authorized, validly issued, and, assuming payment therefor in accordance with the terms hereof, fully-paid and non-assessable. Except for 2,006,400 shares of Common Stock that have been reserved for issuance upon exercise of stock options, 177,083 shares of Series A Preferred Stock that have been reserved for issuance upon exercise of warrants issued or to be issued to Comdisco, Inc. (the "Comdisco Leasing Warrants"), the shares of Common Stock reserved for issuance upon the conversion of the currently outstanding shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and upon the conversion of the shares of Series A Preferred Stock which may be issued upon exercise of the Comdisco Leasing WarrantsEXHIBIT 3.15, no options, warrants, subscriptions or purchase rights of any nature to acquire from ChemGenics, or commitments of ChemGenics to issue, shares of capital stock or other securities 22 30 are authorized, issued or outstanding, nor is ChemGenics obligated in any other manner to issue shares or rights to acquire any of its capital stock or other securities except as contemplated by this Agreement. None of ChemGenics' outstanding securities or authorized capital stock are subject to any rights of redemption, repurchase, rights of first refusal, preemptive rights or other similar rights, whether contractual, statutory or otherwise, for the benefit of ChemGenics, or to ChemGenics' knowledge, any stockholder, or any other Person, except pursuant hereto or as set forth on Schedule 3.12, and to the knowledge of ChemGenics, except as set forth on Schedule 3.12, there are no voting agreements regarding its securities. Except as set forth in Schedule 3.12, there are no restrictions on the transfer of shares of capital stock of ChemGenics other than those imposed by relevant federal and state securities laws and as otherwise contemplated by this Agreement.,

Capitalization; Status of Capital Stock. ChemGenics has At the Closing, the Company will have a total authorized capitalization consisting of (i) 16,000,000 41,686,887 shares, including 24,000,000 shares of Common Stock, $.001 par value and (ii) 11,275,000 shares of preferred stock, $.01 par value ("Preferred Stock")per share, of which 6,400,000 1,773,884 shares are designated as issued and outstanding; 200,000 shares of Series A A-1 Convertible Preferred Stock, $.01 0.001 par value ("per share, of which 200,000 shares are issued and outstanding; 101,430 shares of Series A A-2 Convertible Preferred Stock"), 1,100,000 $0.001 par -12- 13 value per share, of which 101,430 shares are designated as issued and outstanding; 624,000 shares of Series A-3 Convertible Preferred Stock, $0.001 par value per share, of which 624,000 shares are issued and outstanding; 776,718 shares of Series B Convertible Preferred Stock, $.01 0.001 par value ("Series B Preferred Stock")per share, 775,000 of which 776,717 shares are designated as issued and outstanding; and 3,000,000 shares of Series C Convertible Preferred Stock, $.01 0.001 par value ("Series C Preferred Stock"), and 3,000,000 per share of which 2,928,316 shares are designated as issued and outstanding; 5,900,000 shares of Series D Convertible Preferred Stock, $.01 0.001 par value ("per share, of which 5,899,999 are issued and outstanding; 279,739 shares of Series D E Convertible Preferred Stock;" , $.001 par value, of which none are outstanding; and 6,805,000 shares of Series F Convertible Preferred Stock, $.001 par value, of which none are issued and outstanding. A complete list of the currently issued and outstanding shares of capital stock of the Company and the names in which such shares are registered is set forth in Exhibit 4.21 hereto. All of the outstanding shares of capital stock of the Company have been duly authorized and reserved for issuance, are validly issued and are fully paid and nonassessable. All shares of capital stock issuable upon exercise of outstanding options and warrants have been duly authorized and, when issued in accordance with the terms of such options and warrants, will be validly issued, and fully paid and nonassessable. The Purchased Shares, when issued and delivered in accordance with the terms hereof, and the Conversion Shares, when issued and delivered upon conversion of the Purchased Shares, will be duly authorized, validly issued and fully paid and nonassessable. Except as set forth in this Agreement and Exhibit 4.21 hereto, there are no options, warrants or rights to purchase shares of capital stock or other securities authorized, issued or outstanding, nor is the Company obligated in any other manner to issue shares of its capital stock or other securities. Except as set forth in Exhibit 4.21 hereto, there are no restrictions on the transfer of shares of capital stock of the Company other than those imposed by relevant state and federal securities laws. Except as set forth in the Stockholder Agreement, no holder of any security of the Company is entitled to preemptive or similar statutory or contractual rights, either arising pursuant to any agreement or instrument to which the Company is a party or that are otherwise binding upon the Company. The offer and sale of all shares of capital stock or other securities of the Company issued before the Closing complied with or were exempt from registration or qualification under all federal and state securities laws. No securities of the Company have been issued prior hereto at a price which would result in an increase in the number of shares of Common Stock issuable upon conversion of any outstanding shares of any series or subseries of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and or Series D Preferred Stock are collectively pursuant to the "Preferred Stock"). 1,523,700 shares provisions of Common Stock are issued and outstandingArticle Fourth, 6,150,732 shares of Series A Preferred Stock are issued and outstandingA, 1,063,366 shares of Series B Preferred Stock are issued and outstanding, 767,739 shares of Series C Preferred Stock are issued and outstanding and 3,000,000 shares of Series D Preferred Stock are issued and outstanding. Each outstanding share of Preferred Stock is on the date hereof convertible into one share of Common Stock. All the outstanding shares of capital stock of ChemGenics have been duly authorized, and are validly issued, fully paid and non-assessable. The Shares when issued and delivered in accordance with the terms thereof, are duly authorized, validly issued, fully-paid and non-assessable. The shares of Common Stock underlying the Warrant, when issued and delivered in accordance with the terms 5(e) through (i) of the Warrant, are duly authorized, validly issued, and, assuming payment therefor in accordance with the terms hereof, fully-paid and non-assessable. Except for 2,006,400 shares of Common Stock that have been reserved for issuance upon exercise of stock options, 177,083 shares of Series A Preferred Stock that have been reserved for issuance upon exercise of warrants issued or to be issued to Comdisco, Inc. (the "Comdisco Leasing Warrants"), the shares of Common Stock reserved for issuance upon the conversion of the currently outstanding shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and upon the conversion of the shares of Series A Preferred Stock which may be issued upon exercise of the Comdisco Leasing Warrants, no options, warrants, subscriptions or purchase rights of any nature to acquire from ChemGenics, or commitments of ChemGenics to issue, shares of capital stock or other securities 22 30 are authorized, issued or outstanding, nor is ChemGenics obligated in any other manner to issue shares or rights to acquire any of its capital stock or other securities except as contemplated by this Agreement. None of ChemGenics' outstanding securities or authorized capital stock are subject to any rights of redemption, repurchase, rights of first refusal, preemptive rights or other similar rights, whether contractual, statutory or otherwise, for the benefit of ChemGenics, or to ChemGenics' knowledge, any stockholder, or any other Person, except pursuant hereto or as set forth on Schedule 3.12, and to the knowledge of ChemGenics, except as set forth on Schedule 3.12, there are no voting agreements regarding its securities. Except as set forth in Schedule 3.12, there are no restrictions on the transfer of shares of capital stock of ChemGenics other than those imposed by relevant federal and state securities laws and as otherwise contemplated by this AgreementCharter.