Common use of Capitalization Clause in Contracts

Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 100,000,000 shares of Common Stock, of which as of October 6, 2000, 36,950,954 shares were issued and outstanding excluding 859,497 shares of Common Stock held in the Company's treasury as of such date and (ii) 20,000,000 shares of Preferred Stock, no par value per share, of which no shares are issued and outstanding. All of the issued and outstanding shares of Common Stock, including the Shares, have been duly authorized and are validly issued, fully paid and nonassessable and not subject to the preemptive or other similar rights of the stockholders of the Company other than such rights held by Ciba. As of the date hereof, there is outstanding (i) $114,435,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Notes, due 2003, which notes are convertible into 7,238,140 shares of Common Stock and (ii) $25,625,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Debentures, due 2011, which notes are convertible into 834,147 shares of Common Stock. Except as described in the SEC Reports (as defined below) and other than pursuant to stock incentive plans approved by the Board, there are no outstanding subscription rights, options, warrants, convertible or exchangeable securities or other rights of any character whatsoever relating to issued or unissued capital stock of the Company, or any contract or agreement of any character whatsoever relating to issued or unissued capital stock of the Company or pursuant to which the Company is or may become bound to issue or grant additional shares of its capital stock or related subscription rights, options, warrants, convertible or exchangeable securities or other rights, or to grant preemptive rights. Except as set forth on Schedule 2.3, and other than with respect to Ciba, (i) the Company has not agreed to register any securities under the Securities Act or under any state securities law or granted registration rights to any Person or entity and (ii) there are no voting trusts, stockholders agreements, proxies or other contracts or agreements or understandings in effect to which the Company is a party or of which it has Knowledge with respect to the voting or transfer of any of the outstanding shares of Common Stock.

Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 100,000,000 50,000,000 shares of Common Stock, par value $0.01 per share of which as 49,150,000 shares of October 6, 2000, 36,950,954 shares Common Stock were issued and outstanding excluding 859,497 and 10,000,000 shares of Preferred Stock. All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in the SEC Documents, no shares of Common Stock held in the Company's treasury as of such date and (ii) 20,000,000 shares of Preferred Stock, no par value per share, of which no shares are issued and outstanding. All of the issued and outstanding shares of Common Stock, including the Shares, have been duly authorized and are validly issued, fully paid and nonassessable and not subject to the preemptive rights or any other similar rights of or any liens or encumbrances suffered or permitted by the stockholders of Company. Except as disclosed in the Company other than such rights held by Ciba. As SEC Documents, as of the date hereof, there is outstanding (i) $114,435,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Notes, due 2003, which notes are convertible into 7,238,140 shares of Common Stock and (ii) $25,625,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Debentures, due 2011, which notes are convertible into 834,147 shares of Common Stock. Except as described in the SEC Reports (as defined below) and other than pursuant to stock incentive plans approved by the Board, there are no outstanding subscription rights, options, warrants, convertible scrip, rights to subscribe to, calls or exchangeable securities or other rights commitments of any character whatsoever relating to issued or unissued capital stock of the Companyto, or securities or rights convertible into, any contract or agreement shares of any character whatsoever relating to issued or unissued capital stock of the Company or pursuant to any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue or grant additional shares of its capital stock of the Company or related subscription rights, any of its subsidiaries or options, warrants, convertible scrip, rights to subscribe to, calls or exchangeable commitments of any character whatsoever relating to, or securities or other rightsrights convertible into, or to grant preemptive rights. Except as set forth on Schedule 2.3, and other than with respect to Ciba, (i) any shares of capital stock of the Company has not agreed to register or any securities under the Securities Act or under any state securities law or granted registration rights to any Person or entity and of its subsidiaries, (ii) there are no voting trusts, stockholders agreements, proxies or other contracts or outstanding debt securities and (iii) there are no agreements or understandings in effect to arrangements under which the Company or any of its subsidiaries is a party or of which it has Knowledge with respect obligated to register the voting or transfer sale of any of their securities under the outstanding shares Securities Act (except pursuant to the Registration Rights Agreement). There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation of the transactions described herein or therein.. The Company has furnished to the Investor true and correct copies of the Company's Certificate of Incorporation, as amended and as in effect on the date hereof (the "Certificate of Incorporation"), and the Company's By-laws, as in effect on the date hereof (the "By-laws"), and the terms of all securities convertible into or exercisable for Common StockStock and the material rights of the holders thereof in respect thereto.

Capitalization. (a) As of the date hereofEffective Date, the authorized capital stock of the Company consists of (i) 100,000,000 shares of Common Stock, of which as of October 6, 2000, 36,950,954 shares were issued and outstanding excluding 859,497 shares of Common Stock held in the Company's treasury as of such date and (ii) 20,000,000 shares of Preferred Stock, no par value per share, of which no 39,385,363 shares are issued and outstanding, and no shares are held by the Company as treasury shares. All of the issued and outstanding shares of Common StockStock are duly authorized, including the Shares, have been duly authorized and are validly issued, fully paid and nonassessable and not nonassessable. No shares of capital stock of the Company are subject to the preemptive rights or any other similar rights of the stockholders of the Company other than such rights held by Cibaor any liens or encumbrances imposed through the actions or failure to act of the Company. As of the date hereofof this Agreement, there is outstanding except to the extent described in Schedule 5.9(a), (i) $114,435,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Notes, due 2003, which notes are convertible into 7,238,140 shares of Common Stock and (ii) $25,625,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Debentures, due 2011, which notes are convertible into 834,147 shares of Common Stock. Except as described in the SEC Reports (as defined below) and other than pursuant to stock incentive plans approved by the Board, there are no outstanding subscription rights, options, warrants, convertible or exchangeable securities scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to issued to, or unissued securities or rights convertible into or exchangeable for any shares of capital stock of the Company, or any contract or agreement of any character whatsoever relating to issued or unissued capital stock of the Company or pursuant to arrangements by which the Company is or may become bound to issue or grant additional shares of its capital stock or related subscription rightsstock, options, warrants, convertible or exchangeable securities or other rights, or to grant preemptive rights. Except as set forth on Schedule 2.3, and other than with respect to Ciba, (i) the Company has not agreed to register any securities under the Securities Act or under any state securities law or granted registration rights to any Person or entity and (ii) there are no voting trustsoutstanding debt securities, stockholders notes, credit agreements, proxies credit facilities, or other contracts agreements, documents or agreements or understandings in effect to which instruments evidencing Indebtedness of the Company is a party or any of its Subsidiaries, and (iii) there are no securities or instruments containing anti-dilution or similar provisions that would be triggered by the issuance of the Amended Notes or the New Warrants or the conversion or exercise thereof. Except as may be described in any documents which it has Knowledge have been publicly filed by any of the Company’s stockholders, to the Company’s knowledge, there are no agreements between the Company’s stockholders with respect to the voting or transfer of the Company’s capital stock or with respect to any other aspect of the outstanding shares Company’s affairs. (b) Schedule 5.9(b) consists of Common Stocka complete and accurate schedule of the secured and unsecured Indebtedness of the Entities as of the Closing Date. Except as set forth on Schedule 5.9(b), none of the Entities has, directly or indirectly, as of the Closing Date, created, incurred, permitted to exist, assumed, guaranteed or otherwise become, directly or indirectly, liable with respect to any Indebtedness. (c) The Company believes that (i) the financing herein contemplated is adequate to meet the concerns previously expressed by HIP and other key customers of the Company as to the adequacy of working capital available to the Company to fully support the Company’s current service offerings in support of these health maintenance organizations.

Capitalization. As Schedule 2(c) sets forth as of the date hereof, hereof (i) the authorized capital stock of the Company consists of (i) 100,000,000 shares of Common Stock, of which as of October 6, 2000, 36,950,954 shares were issued and outstanding excluding 859,497 shares of Common Stock held in the Company's treasury as of such date and ; (ii) 20,000,000 the number of shares of Preferred Stockcapital stock issuable pursuant to the Company’s stock plans; and (iii) the number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Notes) exercisable for, no par value per share, or convertible into or exchangeable for any shares of which no shares are issued and outstandingcapital stock of the Company. All of the issued and outstanding shares of Common Stock, including the Shares, Company’s capital stock have been duly authorized and validly issued and are validly issuedfully paid, fully paid and nonassessable and not subject to the preemptive or other similar free of pre-emptive rights and were issued in full compliance with applicable state and federal securities law and any rights of the stockholders of the Company other than such rights held by Ciba. As of the date hereof, there is outstanding (i) $114,435,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Notes, due 2003, which notes are convertible into 7,238,140 shares of Common Stock and (ii) $25,625,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Debentures, due 2011, which notes are convertible into 834,147 shares of Common Stockthird parties. Except as described on Schedule 2(c), all of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in full compliance with applicable state and federal securities law and any rights of third parties and are owned by the SEC Reports Company, beneficially and of record, subject to no Lien (as defined below) and other than pursuant ). Except as described on Schedule 2(c), no Person is entitled to stock incentive plans approved pre-emptive or similar statutory or contractual rights with respect to any securities of the Company. Except as contemplated by the BoardLoan Documents and except as described on Schedule 2(c), there are no outstanding subscription rightswarrants, options, warrants, convertible or exchangeable securities or other rights of any character whatsoever relating to issued or unissued capital stock of the Company, or any contract or agreement of any character whatsoever relating to issued or unissued capital stock of the Company or pursuant to which the Company is or may become bound to issue or grant additional shares of its capital stock or related subscription rights, options, warrants, convertible or exchangeable securities or other rights, agreements or arrangements of any character under which the Company or any of its Subsidiaries is or may be obligated to grant preemptive rightsissue any equity securities of any kind and except as contemplated by the Loan Documents, neither the Company nor any of its Subsidiaries is currently in negotiations for the issuance of any equity securities of any kind. Except as set forth described on Schedule 2.32(c) and except for the Loan Documents, and there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other than with respect to Ciba, (i) agreements of any kind among the Company and any of the securityholders of the Company relating to the securities of the Company held by them. Except as described on Schedule 2(c) and except as contemplated under this Agreement, no Person has not agreed the right to require the Company to register any securities of the Company under the Securities Act of 1933, as amended (the “1933 Act”), whether on a demand basis or under any state in connection with the registration of securities law or granted registration rights to any Person or entity and (ii) there are no voting trusts, stockholders agreements, proxies or other contracts or agreements or understandings in effect to which of the Company is a party for its own account or of which it has Knowledge with respect to for the voting or transfer account of any of the outstanding shares of Common Stockother Person.

Capitalization. As Schedule 4.3 sets forth as of the date hereof, hereof (a) the authorized capital stock of the Company consists Company; (b) the number of (i) 100,000,000 shares of Common Stock, of which as of October 6, 2000, 36,950,954 shares were issued and outstanding excluding 859,497 shares of Common Stock held in the Company's treasury as of such date and (ii) 20,000,000 shares of Preferred Stock, no par value per share, of which no shares are capital stock issued and outstanding; (c) the number of shares of capital stock issuable pursuant to the Company’s stock plans; and (d) the number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Shares and the Warrants) exercisable for, or convertible into or exchangeable for any shares of capital stock of the Company. All of the issued and outstanding shares of Common Stock, including the Shares, Company’s capital stock have been duly authorized and are validly issued, fully paid and nonassessable and not subject to the preemptive or other similar rights of the stockholders of the Company other than such rights held by Ciba. As of the date hereof, there is outstanding (i) $114,435,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Notes, due 2003, which notes are convertible into 7,238,140 shares of Common Stock and (ii) $25,625,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Debentures, due 2011, which notes are convertible into 834,147 shares of Common Stock. Except as described in on Schedule 4.3, no Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of the SEC Reports (Company. Except as defined below) and other than pursuant to stock incentive plans approved by the Boarddescribed on Schedule 4.3, there are no outstanding subscription rightswarrants, options, warrants, convertible or exchangeable securities or other rights rights, agreements or arrangements of any character whatsoever relating to issued or unissued capital stock of the Company, or any contract or agreement of any character whatsoever relating to issued or unissued capital stock of the Company or pursuant to under which the Company is or may become bound be obligated to issue or grant additional shares any equity securities of its capital stock or related subscription rightsany kind and except as contemplated by this Agreement, options, warrants, convertible or exchangeable and the Company is not currently in negotiations for the issuance of any equity securities or other rights, or to grant preemptive rightsof any kind. Except as set forth described on Schedule 2.34.3 and except for the Registration Rights Agreement, and there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other than with respect to Ciba, (i) agreements of any kind among the Company and any of the securityholders of the Company relating to the securities of the Company held by them. Except as described on Schedule 4.3 and except as provided in the Registration Rights Agreement, no Person has not agreed the right to require the Company to register any securities of the Company under the Securities Act Act, whether on a demand basis or under any state in connection with the registration of securities law or granted registration rights to any Person or entity and (ii) there are no voting trusts, stockholders agreements, proxies or other contracts or agreements or understandings in effect to which of the Company is a party for its own account or of which it has Knowledge with respect to for the voting or transfer account of any other Person. The issuance and sale of the outstanding Securities hereunder will not obligate the Company to issue shares of Common StockStock or other securities to any other Person (other than the Investors) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. Except as described on Schedule 4.3, the Company does not have outstanding stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain events.

Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 100,000,000 110,000,000 shares of Common Stockstock, of which 100,000,000 shares are designated as Common Stock and 10,000,000 shares are designated as preferred stock, and of October 6, 2000, 36,950,954 which 16,892,47701 are outstanding as common stock. All of such outstanding shares were have been validly issued and outstanding excluding 859,497 are fully paid and nonassessable. Except as disclosed in the Disclosure Schedule, no shares of Common Stock held in the Company's treasury as of such date and (ii) 20,000,000 shares of Preferred Stock, no par value per share, of which no shares are issued and outstanding. All of the issued and outstanding shares of Common Stock, including the Shares, have been duly authorized and are validly issued, fully paid and nonassessable and not subject to the preemptive rights or any other similar rights of or any liens or encumbrances suffered or permitted by the stockholders of Company. Except as disclosed in the Company other than such rights held by Ciba. As Disclosure Schedule, as of the date hereofof this Agreement, there is outstanding (i) $114,435,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Notes, due 2003, which notes are convertible into 7,238,140 shares of Common Stock and (ii) $25,625,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Debentures, due 2011, which notes are convertible into 834,147 shares of Common Stock. Except as described in the SEC Reports (as defined below) and other than pursuant to stock incentive plans approved by the Board, there are no outstanding subscription rights, options, warrants, convertible scrip, rights to subscribe to, calls or exchangeable securities or other rights commitments of any character whatsoever relating to issued or unissued capital stock of the Companyto, or securities or rights convertible into, any contract or agreement shares of any character whatsoever relating to issued or unissued capital stock of the Company or pursuant to any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue or grant additional shares of its capital stock of the Company or related subscription rights, any of its subsidiaries or options, warrants, convertible scrip, rights to subscribe to, calls or exchangeable commitments of any character whatsoever relating to, or securities or other rightsrights convertible into, or to grant preemptive rights. Except as set forth on Schedule 2.3, and other than with respect to Ciba, (i) any shares of capital stock of the Company has not agreed to register or any securities under the Securities Act or under any state securities law or granted registration rights to any Person or entity and of its subsidiaries, (ii) there are no voting trusts, stockholders agreements, proxies or other contracts or outstanding debt securities and (iii) there are no agreements or understandings in effect to arrangements under which the Company or any of its subsidiaries is a party or of which it has Knowledge with respect obligated to register the voting or transfer sale of any of their securities under the Securities Act (except pursuant to the Registration Rights Agreement) and (iv) there are no outstanding shares registration statements and there are no outstanding comment letters from the SEC or any other regulatory agency. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Convertible Debentures as described in this Agreement. The Company has furnished to the Buyer true and correct copies of the Company's Articles of Incorporation, as amended and as in effect on the date hereof (the "Articles of Incorporation"), and the Company's By-laws, as in effect on the date hereof (the "By-laws"), and the terms of all securities convertible into or exercisable for Common StockStock and the material rights of the holders thereof in respect thereto other than stock options issued to employees and consultants.

Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 100,000,000 200,000,000 shares of Common Stock, of which as of October 6, 2000, 36,950,954 shares were issued par value $0.001 per share and outstanding excluding 859,497 shares of Common Stock held in the Company's treasury as of such date and (ii) 20,000,000 5,000,000 shares of Preferred Stock, no par value per share, of which no 14,600,000 shares are of common stock issued and outstanding and 1,000,000 shares of Series A Preferred Stock issued and outstanding. All of the such outstanding shares have been validly issued and outstanding shares of Common Stock, including the Shares, have been duly authorized and are validly issued, fully paid and nonassessable and not subject to nonassessable. Except as disclosed in the preemptive or other similar rights of the stockholders of the Company other than such rights held by Ciba. As of the date hereofSEC Documents (as defined in Section 3(f)), there is outstanding (i) $114,435,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Notes, due 2003, which notes are convertible into 7,238,140 no shares of Common Stock and (ii) $25,625,000 in aggregate principal amount of are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company's 7.0% Convertible Subordinated Debentures, due 2011, which notes are convertible into 834,147 shares of Common Stock. Except as described disclosed in the SEC Reports Documents, as of the date of this Agreement, (as defined belowi) and other than pursuant to stock incentive plans approved by the Board, there are no outstanding subscription rights, options, warrants, convertible scrip, rights to subscribe to, calls or exchangeable securities or other rights commitments of any character whatsoever relating to issued or unissued capital stock of the Companyto, or securities or rights convertible into, any contract or agreement shares of any character whatsoever relating to issued or unissued capital stock of the Company or pursuant to any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue or grant additional shares of its capital stock of the Company or related subscription rights, any of its subsidiaries or options, warrants, convertible scrip, rights to subscribe to, calls or exchangeable commitments of any character whatsoever relating to, or securities or other rightsrights convertible into, or to grant preemptive rights. Except as set forth on Schedule 2.3, and other than with respect to Ciba, (i) any shares of capital stock of the Company has not agreed to register or any securities under the Securities Act or under any state securities law or granted registration rights to any Person or entity and of its subsidiaries, (ii) there are no voting trusts, stockholders agreements, proxies or other contracts or outstanding debt securities and (iii) there are no agreements or understandings in effect to arrangements under which the Company or any of its subsidiaries is a party or of which it has Knowledge with respect obligated to register the voting or transfer sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement) and (iv) there are no outstanding shares registration statements and there are no outstanding comment letters from the SEC or any other regulatory agency. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Convertible Debentures as described in this Agreement. The Company has furnished to the Buyer true and correct copies of the Company's Articles of Incorporation, as amended and as in effect on the date hereof (the "ARTICLES OF INCORPORATION"), and the Company's By-laws, as in effect on the date hereof (the "BY-LAWS"), and the terms of all securities convertible into or exercisable for Common StockStock and the material rights of the holders thereof in respect thereto other than stock options issued to employees and consultants.

Capitalization. As of the date hereof, the authorized capital stock of the Company consists of of: (i) 100,000,000 150,000,000 shares of Common Stock, of which as of October 6, 2000, 36,950,954 shares were issued and outstanding excluding 859,497 shares of Common Stock held in the Company's treasury as of such date and (ii) 20,000,000 shares of Preferred Stock, no par value per share, of which no approximately 14,230,811 shares are issued and outstanding; and (ii) 50,000,000 shares of preferred stock, of which 0 are issued and outstanding. Except as disclosed in the SEC Documents, no shares are reserved for issuance pursuant to the Company’s stock option plans, no shares are reserved for issuance pursuant to securities (other than the Note) exercisable for, or convertible into or exchangeable for shares of Common Stock and 15,000,000 shares are reserved for issuance upon conversion of the Note. All of the issued and such outstanding shares of Common Stockcapital stock are, including the Sharesor upon issuance will be, have been duly authorized and are authorized, validly issued, fully paid and nonassessable and not non-assessable. No shares of capital stock of the Company are subject to the preemptive rights or any other similar rights of the stockholders shareholders of the Company other than such rights held by Ciba. As or any liens or encumbrances imposed through the actions or failure to act of the Company. Except as disclosed in the SEC Documents, as of the effective date hereofof this Agreement, there is outstanding (i) $114,435,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Notes, due 2003, which notes are convertible into 7,238,140 shares of Common Stock and (ii) $25,625,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Debentures, due 2011, which notes are convertible into 834,147 shares of Common Stock. Except as described in the SEC Reports (as defined below) and other than pursuant to stock incentive plans approved by the Board, there are no outstanding subscription rights, options, warrants, convertible or exchangeable securities scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to issued or unissued capital stock of the Companyto, or securities or rights convertible into or exchangeable for any contract or agreement shares of any character whatsoever relating to issued or unissued capital stock of the Company or pursuant to any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue or grant additional shares of its capital stock or related subscription rights, options, warrants, convertible or exchangeable securities or other rights, or to grant preemptive rights. Except as set forth on Schedule 2.3, and other than with respect to Ciba, (i) of the Company has not agreed to register or any securities under the Securities Act or under any state securities law or granted registration rights to any Person or entity and of its Subsidiaries, (ii) there are no voting trusts, stockholders agreements, proxies or other contracts or agreements or understandings in effect to arrangements under which the Company or any of its Subsidiaries is a party or of which it has Knowledge with respect obligated to register the voting or transfer sale of any of its or their securities under the outstanding shares 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of the Note or the Conversion Shares. The Company has filed in its SEC Documents true and correct copies of the Company’s Certificate of Incorporation as in effect on the date hereof (“Certificate of Incorporation”), the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common StockStock of the Company and the material rights of the holders thereof in respect thereto. The Company shall provide the Buyer with a written update of this representation signed by the Company’s Chief Executive on behalf of the Company as of the Closing Date.

Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 100,000,000 1,000,000,000 shares of Common Stock, of which as of October 6, 2000, 36,950,954 shares were issued and outstanding excluding 859,497 shares of Common Stock held in the Company's treasury as of such date and (ii) 20,000,000 shares of Preferred Stock, no par value $0.00001 per share, of which no 579,723,956 shares are issued and outstanding and 2,050,000 shares of preferred stock par value $.001 of which 82,200 shares are issued and outstanding. All of the such outstanding shares have been validly issued and outstanding are fully paid and nonassessable. Except as disclosed in the SEC Documents (as defined in Section 4.5 hereof), no shares of Common Stock, including the Shares, have been duly authorized and Stock are validly issued, fully paid and nonassessable and not subject to the preemptive rights or any other similar rights of or any liens or encumbrances suffered or permitted by the stockholders of Company. Except as disclosed in the Company other than such rights held by Ciba. As SEC Documents, as of the date hereof, there is outstanding (i) $114,435,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Notes, due 2003, which notes are convertible into 7,238,140 shares of Common Stock and (ii) $25,625,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Debentures, due 2011, which notes are convertible into 834,147 shares of Common Stock. Except as described in the SEC Reports (as defined below) and other than pursuant to stock incentive plans approved by the Board, there are no outstanding subscription rights, options, warrants, convertible scrip, rights to subscribe to, calls or exchangeable securities or other rights commitments of any character whatsoever relating to issued or unissued capital stock of the Companyto, or securities or rights convertible into, any contract or agreement shares of any character whatsoever relating to issued or unissued capital stock of the Company or pursuant to any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue or grant additional shares of its capital stock of the Company or related subscription rights, any of its subsidiaries or options, warrants, convertible scrip, rights to subscribe to, calls or exchangeable commitments of any character whatsoever relating to, or securities or other rightsrights convertible into, or to grant preemptive rights. Except as set forth on Schedule 2.3, and other than with respect to Ciba, (i) any shares of capital stock of the Company has not agreed to register or any securities under the Securities Act or under any state securities law or granted registration rights to any Person or entity and of its subsidiaries, (ii) there are no voting trusts, stockholders agreements, proxies or other contracts or outstanding debt securities and (iii) there are no agreements or understandings in effect to arrangements under which the Company or any of its subsidiaries is a party or of which it has Knowledge with respect obligated to register the voting or transfer sale of any of their securities under the outstanding shares Securities Act (except pursuant to the Registration Rights Agreement). There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation of the transactions described herein or therein.. The Company has furnished to the Investor true and correct copies of the Company's Certificate of Incorporation, as amended and as in effect on the date hereof (the "Certificate of Incorporation"), and the Company's By-laws, as in effect on the date hereof (the "By-laws"), and the terms of all securities convertible into or exercisable for Common StockStock and the material rights of the holders thereof in respect thereto.

Capitalization. As of the date hereof, the The authorized capital stock of the Company consists of (i) 100,000,000 75,000,000 shares of Common Stock, of which as of October 6, 2000, 36,950,954 shares were issued and outstanding excluding 859,497 shares of Common Stock held in the Company's treasury as of such date and (ii) 20,000,000 shares of Preferred Stock, no par value $0.001 per share, of which no 48,881,458 shares are issued and outstanding. All of the such outstanding shares have been validly issued and outstanding are fully paid and nonassessable. No shares of Common Stock, including the Shares, have been duly authorized and Stock are validly issued, fully paid and nonassessable and not subject to the preemptive rights or any other similar rights of or any liens or encumbrances suffered or permitted by the stockholders of the Company other than such rights held by CibaCompany. As of the date hereofof this Agreement, there is outstanding (i) $114,435,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Notes, due 2003, which notes are convertible into 7,238,140 shares of Common Stock and (ii) $25,625,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Debentures, due 2011, which notes are convertible into 834,147 shares of Common Stock. Except as described in the SEC Reports (as defined below) and other than pursuant to stock incentive plans approved by the Board, there are no outstanding subscription rights, options, warrants, convertible scrip, rights to subscribe to, calls or exchangeable securities or other rights commitments of any character whatsoever relating to issued or unissued capital stock of the Companyto, or securities or rights convertible into, any contract or agreement shares of any character whatsoever relating to issued or unissued capital stock of the Company or pursuant to any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue or grant additional shares of its capital stock of the Company or related subscription rights, any of its subsidiaries or options, warrants, convertible scrip, rights to subscribe to, calls or exchangeable commitments of any character whatsoever relating to, or securities or other rightsrights convertible into, or to grant preemptive rights. Except as set forth on Schedule 2.3, and other than with respect to Ciba, (i) any shares of capital stock of the Company has not agreed to register or any securities under the Securities Act or under any state securities law or granted registration rights to any Person or entity and of its subsidiaries, (ii) there are no voting trusts, stockholders agreements, proxies or other contracts or outstanding debt securities and (iii) there are no agreements or understandings in effect to arrangements under which the Company or any of its subsidiaries is a party or of which it has Knowledge with respect obligated to register the voting or transfer sale of any of their securities under the Securities Act (except pursuant to the Registration Rights Agreement) and (iv) there are no outstanding shares registration statements and there are no outstanding comment letters from the SEC or any other regulatory agency. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Convertible Debentures as described in this Agreement. The Company has furnished to the Buyer true and correct copies of the Company’s Articles of Incorporation, as amended and as in effect on the date hereof (the “Articles of Incorporation”), and the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common StockStock and the material rights of the holders thereof in respect thereto other than stock options issued to employees and consultants.

Capitalization. As of the date hereof, the authorized authorized, issued and outstanding capital stock of the Company consists of (i) 100,000,000 is as set forth on SCHEDULE 4.3 hereto and except as set forth on SCHEDULE 4.3 no other shares of Common Stock, capital stock of which the Company will be outstanding as of October 6, 2000, 36,950,954 shares were issued and outstanding excluding 859,497 shares of Common Stock held in the Company's treasury as of such date and (ii) 20,000,000 shares of Preferred Stock, no par value per share, of which no shares are issued and outstandingClosing Date. All of the issued and such outstanding shares of Common Stockcapital stock are, including the Sharesor upon issuance will be, have been duly authorized and are authorized, validly issued, fully paid and nonassessable and not nonassessable. No shares of capital stock of the Company are subject to the preemptive rights or other similar rights of the stockholders of the Company other or any liens or encumbrances imposed through the actions or failure to act of the Company. Other than such rights held by Ciba. As as set forth on SCHEDULE 4.3 hereto, as of the date hereof, there is outstanding (i) $114,435,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Notes, due 2003, which notes are convertible into 7,238,140 shares of Common Stock and (ii) $25,625,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Debentures, due 2011, which notes are convertible into 834,147 shares of Common Stock. Except as described in the SEC Reports (as defined below) and other than pursuant to stock incentive plans approved by the Board, there are no outstanding subscription rights, options, warrants, convertible or exchangeable securities scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to issued or unissued capital stock of the Companyto, or securities or rights convertible into or exchangeable for any contract or agreement shares of any character whatsoever relating to issued or unissued capital stock of the Company or pursuant to any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue or grant additional shares of its capital stock or related subscription rights, options, warrants, convertible or exchangeable securities or other rights, or to grant preemptive rights. Except as set forth on Schedule 2.3, and other than with respect to Ciba, (i) of the Company has not agreed to register or any securities under the Securities Act or under any state securities law or granted registration rights to any Person or entity of its Subsidiaries, and (ii) there are no voting trusts, stockholders agreements, proxies or other contracts or agreements or understandings in effect to arrangements under which the Company is a party or any of which it has Knowledge with respect its Subsidiaries are obligated to register the voting or transfer sale of any of its or their securities under the outstanding shares Securities Act (except pursuant to the Registration Rights Agreement) and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of the Convertible Note or Conversion Shares. The Company has furnished to Purchaser true and correct copies of the Company's Corporate Documents, and the terms of all securities convertible into or exercisable for Common StockStock and the material rights of the holders thereof in respect thereto.

Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 100,000,000 500,000,000 shares of Common Stock, par value $0.0001 per share and 10,000,000 shares of Preferred Stock of which as of October 6, 2000, 36,950,954 shares were issued and outstanding excluding 859,497 300,025,242 shares of Common Stock held in the Company's treasury as of such date and (ii) 20,000,000 0 shares of Preferred Stock, no par value per share, of which no shares are Stock were issued and outstanding. All of the such outstanding shares have been validly issued and outstanding are fully paid and nonassessable. Except as disclosed in the SEC Documents, no shares of Common Stock, including the Shares, have been duly authorized and Stock are validly issued, fully paid and nonassessable and not subject to the preemptive rights or any other similar rights of or any liens or encumbrances suffered or permitted by the stockholders of Company. Except as disclosed in the Company other than such rights held by Ciba. As SEC Documents, as of the date hereof, there is outstanding (i) $114,435,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Notes, due 2003, which notes are convertible into 7,238,140 shares of Common Stock and (ii) $25,625,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Debentures, due 2011, which notes are convertible into 834,147 shares of Common Stock. Except as described in the SEC Reports (as defined below) and other than pursuant to stock incentive plans approved by the Board, there are no outstanding subscription rights, options, warrants, convertible scrip, rights to subscribe to, calls or exchangeable securities or other rights commitments of any character whatsoever relating to issued or unissued capital stock of the Companyto, or securities or rights convertible into, any contract or agreement shares of any character whatsoever relating to issued or unissued capital stock of the Company or pursuant to any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue or grant additional shares of its capital stock of the Company or related subscription rights, any of its subsidiaries or options, warrants, convertible scrip, rights to subscribe to, calls or exchangeable commitments of any character whatsoever relating to, or securities or other rightsrights convertible into, or to grant preemptive rights. Except as set forth on Schedule 2.3, and other than with respect to Ciba, (i) any shares of capital stock of the Company has not agreed to register or any securities under the Securities Act or under any state securities law or granted registration rights to any Person or entity and of its subsidiaries, (ii) there are no voting trusts, stockholders agreements, proxies or outstanding debt securities (iii) there are no outstanding registration statements other contracts or than on Form S-8 and (iv) there are no agreements or understandings in effect to arrangements under which the Company or any of its subsidiaries is a party or of which it has Knowledge with respect obligated to register the voting or transfer sale of any of their securities under the outstanding shares Securities Act (except pursuant to the Registration Rights Agreement). There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation of the transactions described herein or therein. The Company has furnished to the Investor true and correct copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common StockStock and the material rights of the holders thereof in respect thereto.

Capitalization. As of the date hereof, the The authorized capital stock of the Company consists of (i) 100,000,000 shares of Common Stock, par value $0.001 per share and no shares of which as Preferred Stock. As of October 6, 2000, 36,950,954 shares were issued and outstanding excluding 859,497 the date hereof the Company has 46,973,000 shares of Common Stock held in the Company's treasury as of such date and (ii) 20,000,000 shares of Preferred Stock, no par value per share, of which no shares are issued and outstanding. All of the such outstanding shares have been validly issued and outstanding shares of Common Stock, including the Shares, have been duly authorized and are validly issued, fully paid and nonassessable and not subject to nonassessable. Except as disclosed in the preemptive or other similar rights of the stockholders of the Company other than such rights held by Ciba. As of the date hereofSEC Documents (as defined in Section 3(f)), there is outstanding (i) $114,435,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Notes, due 2003, which notes are convertible into 7,238,140 no shares of Common Stock and (ii) $25,625,000 in aggregate principal amount of are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company's 7.0% Convertible Subordinated Debentures, due 2011, which notes are convertible into 834,147 shares of Common Stock. Except as described disclosed in the SEC Reports Documents, as of the date of this Agreement, (as defined belowi) and other than pursuant to stock incentive plans approved by the Board, there are no outstanding subscription rights, options, warrants, convertible scrip, rights to subscribe to, calls or exchangeable securities or other rights commitments of any character whatsoever relating to issued or unissued capital stock of the Companyto, or securities or rights convertible into, any contract or agreement shares of any character whatsoever relating to issued or unissued capital stock of the Company or pursuant to any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue or grant additional shares of its capital stock of the Company or related subscription rights, any of its subsidiaries or options, warrants, convertible scrip, rights to subscribe to, calls or exchangeable commitments of any character whatsoever relating to, or securities or other rightsrights convertible into, or to grant preemptive rights. Except as set forth on Schedule 2.3, and other than with respect to Ciba, (i) any shares of capital stock of the Company has not agreed to register or any securities under the Securities Act or under any state securities law or granted registration rights to any Person or entity and of its subsidiaries, (ii) there are no voting trusts, stockholders agreements, proxies or other contracts or outstanding debt securities and (iii) there are no agreements or understandings in effect to arrangements under which the Company or any of its subsidiaries is a party or of which it has Knowledge with respect obligated to register the voting or transfer sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement) and (iv) there are no outstanding shares registration statements and there are no outstanding comment letters from the SEC or any other regulatory agency. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Convertible Debentures as described in this Agreement. The Company has furnished to the Buyer true and correct copies of the Company's Certificate of Incorporation, as amended and as in effect on the date hereof (the "Certificate of Incorporation"), and the Company's By-laws, as in effect on the date hereof (the "By-laws"), and the terms of all securities convertible into or exercisable for Common StockStock and the material rights of the holders thereof in respect thereto other than stock options issued to employees and consultants.

Capitalization. As of the date hereof, the The authorized capital stock of the Company consists are as outlined in the SEC Documents dated June 30, 2004. All of (i) 100,000,000 such outstanding shares of Common Stock, of which as of October 6, 2000, 36,950,954 shares were have been validly issued and outstanding excluding 859,497 are fully paid and nonassessable. Except as disclosed in the SEC Documents, no shares of Common Stock held in the Company's treasury as of such date and (ii) 20,000,000 shares of Preferred Stock, no par value per share, of which no shares are issued and outstanding. All of the issued and outstanding shares of Common Stock, including the Shares, have been duly authorized and are validly issued, fully paid and nonassessable and not subject to the preemptive rights or any other similar rights of or any liens or encumbrances suffered or permitted by the stockholders of Company. Except as disclosed in the Company other than such rights held by Ciba. As SEC Documents, as of the date hereof, there is outstanding (i) $114,435,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Notes, due 2003, which notes are convertible into 7,238,140 shares of Common Stock and (ii) $25,625,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Debentures, due 2011, which notes are convertible into 834,147 shares of Common Stock. Except as described in the SEC Reports (as defined below) and other than pursuant to stock incentive plans approved by the Board, there are no outstanding subscription rights, options, warrants, convertible scrip, rights to subscribe to, calls or exchangeable securities or other rights commitments of any character whatsoever relating to issued or unissued capital stock of the Companyto, or securities or rights convertible into, any contract or agreement shares of any character whatsoever relating to issued or unissued capital stock of the Company or pursuant to any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue or grant additional shares of its capital stock of the Company or related subscription rights, any of its subsidiaries or options, warrants, convertible scrip, rights to subscribe to, calls or exchangeable commitments of any character whatsoever relating to, or securities or other rightsrights convertible into, or to grant preemptive rights. Except as set forth on Schedule 2.3, and other than with respect to Ciba, (i) any shares of capital stock of the Company has not agreed to register or any securities under the Securities Act or under any state securities law or granted registration rights to any Person or entity and of its subsidiaries, (ii) there are no voting trusts, stockholders agreements, proxies or outstanding debt securities (iii) there are no outstanding registration statements other contracts or than on Form S-8 and (iv) there are no agreements or understandings in effect to arrangements under which the Company or any of its subsidiaries is a party or of which it has Knowledge with respect obligated to register the voting or transfer sale of any of their securities under the outstanding shares Securities Act (except pursuant to the Registration Rights Agreement). There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation of the transactions described herein or therein. The Company has furnished to the Investor true and correct copies of the Company's Certificate of Incorporation, as amended and as in effect on the date hereof (the "Certificate of Incorporation"), and the Company's By-laws, as in effect on the date hereof (the "By-laws"), and the terms of all securities convertible into or exercisable for Common StockStock and the material rights of the holders thereof in respect thereto.

Capitalization. As The capitalization of the date Company is and will be as set forth in each of the Commitment Prospectus and the Prospectus as of the dates set forth therein. All the outstanding shares of Common Stock of the Company, including the Shares to be sold by the Selling Stockholders, have been, and as of the Closing Date and the Additional Closing Date, as the case may be, will be, duly authorized, validly issued, fully paid, nonassessable, and free of any preemptive or similar rights; except as set forth in each of the Commitment Prospectus and the Prospectus, the Company is not a party to or bound by any outstanding options, warrants, or similar rights to subscribe for, or contractual obligations to issue, sell, transfer, or acquire, any of its capital stock or any securities convertible into or exchangeable for any of such capital stock; the Shares to be issued and sold to the Underwriters by the Company hereunder have been duly authorized and, when issued and delivered to the Underwriters against full payment therefor in accordance with the terms hereof, will be validly issued, fully paid, nonassessable, and free of any preemptive or similar rights; the authorized capital stock of the Company consists of (i) 100,000,000 shares of Common Stock, of which as of October 6, 2000, 36,950,954 shares were issued and outstanding excluding 859,497 shares of Common Stock held conforms to the description thereof in the Company's treasury as of such date and (ii) 20,000,000 shares of Preferred Stock, no par value per share, of which no shares are issued and outstanding. All each of the issued Commitment Prospectus and outstanding shares the Prospectus; and the delivery of Common Stock, including certificates for the Shares, have been duly authorized and are validly issued, fully paid and nonassessable and not subject Shares being sold by the Company against payment therefor pursuant to the preemptive or other similar rights terms of this Agreement will pass valid title to the stockholders of the Company other than such rights held Shares being sold by Ciba. As of the date hereof, there is outstanding (i) $114,435,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Notes, due 2003, which notes are convertible into 7,238,140 shares of Common Stock and (ii) $25,625,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Debentures, due 2011, which notes are convertible into 834,147 shares of Common Stock. Except as described in the SEC Reports (as defined below) and other than pursuant to stock incentive plans approved by the Board, there are no outstanding subscription rights, options, warrants, convertible or exchangeable securities or other rights of any character whatsoever relating to issued or unissued capital stock of the Company, or any contract or agreement free and clear of any character whatsoever relating claim, encumbrance, or defect in title, to issued the several Underwriters purchasing such Shares in good faith and without notice of any lien, claim, or unissued capital stock of encumbrance. The certificates for the Shares being sold by the Company or pursuant to which the Company is or may become bound to issue or grant additional shares of its capital stock or related subscription rights, options, warrants, convertible or exchangeable securities or other rights, or to grant preemptive rights. Except as set forth on Schedule 2.3, are in valid and other than with respect to Ciba, (i) the Company has not agreed to register any securities under the Securities Act or under any state securities law or granted registration rights to any Person or entity and (ii) there are no voting trusts, stockholders agreements, proxies or other contracts or agreements or understandings in effect to which the Company is a party or of which it has Knowledge with respect to the voting or transfer of any of the outstanding shares of Common Stocksufficient form.

Capitalization. As of the date hereof, the The authorized capital stock of the Company consists of (i) 100,000,000 shares of Common Stock, of which as of October 6, 2000, 36,950,954 shares were issued and outstanding excluding 859,497 5,000,000 shares of Common Stock held in the Company's treasury as of such date and (ii) 20,000,000 2,000,000 shares of Preferred Stock, no par value per shareshare (“Preferred Stock”), of which 2,150,216 shares of Common Stock and no shares of Preferred Stock are issued and outstanding. All of the such outstanding shares have been validly issued and outstanding are fully paid and nonassessable. Except as disclosed in the SEC Documents, no shares of Common Stock, including the Shares, have been duly authorized and Stock are validly issued, fully paid and nonassessable and not subject to the preemptive rights or any other similar rights of or any liens or encumbrances suffered or permitted by the stockholders of Company. Except as disclosed in the Company other than such rights held by Ciba. As SEC Documents, as of the date hereof, there is outstanding (i) $114,435,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Notes, due 2003, which notes are convertible into 7,238,140 shares of Common Stock and (ii) $25,625,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Debentures, due 2011, which notes are convertible into 834,147 shares of Common Stock. Except as described in the SEC Reports (as defined below) and other than pursuant to stock incentive plans approved by the Board, there are no outstanding subscription rights, options, warrants, convertible scrip, rights to subscribe to, calls or exchangeable securities or other rights commitments of any character whatsoever relating to issued or unissued capital stock of the Companyto, or securities or rights convertible into, any contract or agreement shares of any character whatsoever relating to issued or unissued capital stock of the Company or pursuant to any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue or grant additional shares of its capital stock of the Company or related subscription rights, any of its subsidiaries or options, warrants, convertible scrip, rights to subscribe to, calls or exchangeable commitments of any character whatsoever relating to, or securities or other rightsrights convertible into, or to grant preemptive rights. Except as set forth on Schedule 2.3, and other than with respect to Ciba, (i) any shares of capital stock of the Company has not agreed to register or any securities under the Securities Act or under any state securities law or granted registration rights to any Person or entity and of its subsidiaries, (ii) there are no voting trusts, stockholders agreements, proxies or outstanding debt securities (iii) there are no outstanding registration statements other contracts or than on Form S-8 and (iv) there are no agreements or understandings in effect to arrangements under which the Company or any of its subsidiaries is a party or of which it has Knowledge with respect obligated to register the voting or transfer sale of any of their securities under the outstanding shares Securities Act (except pursuant to the Registration Rights Agreement). There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation of the transactions described herein or therein. The Company has furnished to the Investor true and correct copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common StockStock and the material rights of the holders thereof in respect thereto.

Capitalization. As of the date hereof, the The authorized capital stock of the Company consists of (i) 100,000,000 1,000,000,000 shares of Common Stock, of which as of October 6par value $0.001 per share, 2000, 36,950,954 shares were issued and outstanding excluding 859,497 shares of Common Stock held in the Company's treasury as of such date and (ii) 20,000,000 10,000,000 shares of Preferred Stock, no par value per share, $0.001 ("Preferred Stock") of which no 260,273,921 shares of Common Stock and zero shares of Preferred Stock are issued and outstanding. All of the such outstanding shares have been validly issued and outstanding are fully paid and nonassessable. No shares of Common Stock, including the Shares, have been duly authorized and Stock are validly issued, fully paid and nonassessable and not subject to the preemptive rights or any other similar rights of or any liens or encumbrances suffered or permitted by the stockholders of the Company other than such rights held by CibaCompany. As of the date hereofof this Agreement, there is outstanding (i) $114,435,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Notes, due 2003, which notes are convertible into 7,238,140 shares of Common Stock and (ii) $25,625,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Debentures, due 2011, which notes are convertible into 834,147 shares of Common Stock. Except as described in the SEC Reports (as defined below) and other than pursuant to stock incentive plans approved by the Board, there are no outstanding subscription rights, options, warrants, convertible scrip, rights to subscribe to, calls or exchangeable securities or other rights commitments of any character whatsoever relating to issued or unissued capital stock of the Companyto, or securities or rights convertible into, any contract or agreement shares of any character whatsoever relating to issued or unissued capital stock of the Company or pursuant to any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue or grant additional shares of its capital stock of the Company or related subscription rights, any of its subsidiaries or options, warrants, convertible scrip, rights to subscribe to, calls or exchangeable commitments of any character whatsoever relating to, or securities or other rightsrights convertible into, or to grant preemptive rights. Except as set forth on Schedule 2.3, and other than with respect to Ciba, (i) any shares of capital stock of the Company has not agreed to register or any securities under the Securities Act or under any state securities law or granted registration rights to any Person or entity and of its subsidiaries, (ii) there are no voting trusts, stockholders agreements, proxies or other contracts or outstanding debt securities and (iii) there are no agreements or understandings in effect to arrangements under which the Company or any of its subsidiaries is a party or of which it has Knowledge with respect obligated to register the voting or transfer sale of any of their securities under the Securities Act (except pursuant to the Registration Rights Agreement) and (iv) there are no outstanding shares registration statements and there are no outstanding comment letters from the SEC or any other regulatory agency. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Convertible Debentures as described in this Agreement. The Company has furnished to the Buyer true and correct copies of the Company's Articles of Incorporation, as amended and as in effect on the date hereof (the "Articles of Incorporation"), and the Company's By-laws, as in effect on the date hereof (the "By-laws"), and the terms of all securities convertible into or exercisable for Common StockStock and the material rights of the holders thereof in respect thereto other than stock options issued to employees and consultants.

Capitalization. As The capitalization of the Company as of the date hereof, including the authorized capital stock stock, the number of the Company consists of (i) 100,000,000 shares of Common Stock, of which as of October 6, 2000, 36,950,954 shares were issued and outstanding excluding 859,497 outstanding, the number of shares issuable and reserved for issuance pursuant to the Company's stock option plans, the number of shares issuable and reserved for issuance pursuant to securities (other than the Debentures or Warrants) exercisable for, or convertible into or exchangeable for any shares of Common Stock held in and the Company's treasury as number of such date shares to be reserved for issuance upon conversion of the Debentures and (ii) 20,000,000 shares of Preferred Stock, no par value per share, of which no shares are issued and outstandingWarrants is set forth on SCHEDULE 3(c). All of the issued and such outstanding shares of Common Stockcapital stock have been, including the Sharesor upon issuance will be, have been duly authorized and are validly issued, fully paid and nonassessable nonassessable. No shares of capital stock of the Company (including the Conversion Shares and not Warrant Shares) are subject to the preemptive rights or any other similar rights of the stockholders shareholders of the Company other than such rights held by Cibaor any liens or encumbrances. As Except for the Securities and as set forth on SCHEDULE 3(c), as of the date hereofof this Agreement, there is outstanding (i) $114,435,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Notes, due 2003, which notes are convertible into 7,238,140 shares of Common Stock and (ii) $25,625,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Debentures, due 2011, which notes are convertible into 834,147 shares of Common Stock. Except as described in the SEC Reports (as defined below) and other than pursuant to stock incentive plans approved by the Board, there are no outstanding subscription rights, options, warrants, convertible scrip, rights to subscribe to, calls or exchangeable securities or other rights commitments of any character whatsoever relating to issued or unissued capital stock of the Companyto, or securities or rights convertible into or exercisable or exchangeable for, any contract or agreement shares of any character whatsoever relating to issued or unissued capital stock of the Company or pursuant to any of its subsidiaries, or arrangements by which the Company or any of its subsidiaries is or may become bound to issue or grant additional shares of its capital stock or related subscription rights, options, warrants, convertible or exchangeable securities or other rights, or to grant preemptive rights. Except as set forth on Schedule 2.3, and other than with respect to Ciba, (i) of the Company has not agreed to register or any securities under the Securities Act or under any state securities law or granted registration rights to any Person or entity of its subsidiaries, and (ii) there are no voting trusts, stockholders agreements, proxies or other contracts or agreements or understandings in effect to arrangements under which the Company or any of its subsidiaries is a party or of which it has Knowledge with respect obligated to register the voting or transfer sale of any of its or their securities under the outstanding shares Securities Act (except the Registration Rights Agreement). Except as set forth on SCHEDULE 3(c), there are no securities or instruments containing antidilution or similar provisions that will be triggered by the issuance of the Securities in accordance with the terms of this Agreement or the Debentures or Warrants. The Company has furnished to each Purchaser true and correct copies of the Company's Memorandum of Association as in effect on the date hereof (the "MEMORANDUM"), the Company's Articles of Association as in effect on the date hereof (the "ARTICLES" and collectively with the Memorandum the "ORGANIZATIONAL DOCUMENTS") and all other instruments and agreements governing securities convertible into or exercisable or exchangeable for Common StockStock of the Company.

Capitalization. As of the date hereof, the The authorized capital stock of the Company consists of (i) 100,000,000 shares of Common Stock, of which as of October 6, 2000, 36,950,954 shares were issued and outstanding excluding 859,497 shares of Common Stock held in the Company's treasury as of such date and (iihereof is set forth on Schedule 3(d) 20,000,000 shares of Preferred Stock, no par value per share, of which no shares are issued and outstandinghereto. All of the issued and outstanding shares of the Common Stock, including Stock and any other outstanding security of the Shares, Company have been duly and validly authorized and are validly issued, fully paid and nonassessable and not subject to the preemptive or other similar rights of the stockholders of the Company other than such rights held by Cibanonassessable. As of the date hereofExcept as set forth in this Agreement, there is outstanding (i) $114,435,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Notes, due 2003, which notes are convertible into 7,238,140 no shares of Common Stock and (ii) $25,625,000 in aggregate principal amount or any other security of the Company's 7.0% Convertible Subordinated DebenturesCompany are entitled to preemptive rights, due 2011, which notes are convertible into 834,147 shares rights of Common Stock. Except first refusal or similar rights and except as described in the SEC Reports (as defined belowset forth on Schedule 3(d) and other than pursuant to stock incentive plans approved by the Boardhereto, there are no outstanding subscription rights, options, warrants, convertible scrip, rights to subscribe to, call or exchangeable securities or other rights commitments of any character whatsoever relating to issued to, or unissued securities or rights convertible into, any shares of capital stock of the Company. Except for customary transfer restrictions contained in agreements entered into by the Company in order to sell restricted securities, the Company is not a party to or bound by any contract agreement or understanding granting full-ratchet anti-dilution rights to any person with respect to any of its equity or debt securities. The Company is not a party to, and it has no knowledge of, any agreement or understanding restricting the voting or transfer of any character whatsoever relating to issued or unissued shares of the capital stock of the Company. Except as disclosed below, (i) there are no outstanding debt securities, or other form of material debt of the Company or pursuant to any of its Subsidiaries, (ii) there are no contracts, commitments, understandings, agreements or arrangements under which the Company or any of its Subsidiaries is required to register the sale of any of their securities under the Securities Act, (iii) there are no outstanding securities of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings, agreements or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue redeem a security of the Company or grant additional any of its Subsidiaries, (iv) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities, (v) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements, or any similar plan or agreement and (vi) as of the date of this Agreement, to the Company’s and each of its Subsidiaries’ knowledge, no person or group of related persons beneficially owns (as determined pursuant to Rule 13d-3 promulgated under the Exchange Act (as defined below)) or has the right to acquire by agreement with or by obligation binding upon the Company, beneficial ownership of in excess of 5% of the Common Stock. Any person with any right to purchase securities of the Company that would be triggered as a result of the transactions contemplated hereby or by any of the other Transaction Documents has waived such rights or the time for the exercise of such rights has passed, except where failure of the Company to receive such waiver would not have a Material Adverse Effect. There are no options, warrants or other outstanding securities of the Company (including, without limitation, any equity securities issued pursuant to any Company Plan) the vesting of which will be accelerated by the transactions contemplated hereby or by any of the other Transaction Documents. None of the transactions contemplated by this Agreement or by any of the other Transaction Documents shall cause, directly or indirectly, the acceleration of vesting of any options issued pursuant the Company’s stock option plans. The Company has reserved 3,316,789 shares of Common Stock for issuance to officers, directors, employees and consultants of the Company pursuant to its capital stock or related subscription rightsAmended and Restated 2012 Omnibus Securities and Incentive Plan duly adopted by the Board of Directors of the Company and approved by the Company stockholders (the “Stock Plan”). Of such reserved shares of Common Stock, options, warrants, convertible or exchangeable securities or other rights, or to grant preemptive rights. Except except as set forth on Schedule 2.33(d) hereto, no shares have been issued pursuant to restricted stock purchase agreements, no options to purchase shares have been granted and are currently outstanding, and other than with respect to Ciba, (i) the Company has not agreed to register any securities under the Securities Act or under any state securities law or granted registration rights to any Person or entity and (ii) there are no voting trusts, stockholders agreements, proxies or other contracts or agreements or understandings in effect to which the Company is a party or of which it has Knowledge with respect to the voting or transfer of any of the outstanding all such shares of Common StockStock remain available for issuance to officers, directors, employees and consultants pursuant to the Stock Plan. The Company has made available to the Purchasers complete and accurate copies of the Stock Plan and forms of agreements used thereunder.

Capitalization. As of the date hereof, the The authorized capital stock of the Company consists of (i) 100,000,000 shares of Common Stock, of which as of October 6, 2000, 36,950,954 shares were issued and outstanding excluding 859,497 300,000,000 shares of Common Stock held in the Company's treasury as of such date and (ii) 20,000,000 10,000,000 shares of Preferred Stockpreferred stock. Immediately before giving effect to the Merger and the initial Closing of the Offering, the Company has 900,000 shares of Common Stock and no par value per share, of which no shares are preferred stock issued and outstanding. All of the issued and outstanding shares of Common Stock, including the Shares, have been duly authorized and are validly issued, fully paid and nonassessable and not subject to the preemptive or other similar rights of the stockholders of the Company other than such rights held by Ciba. As of the date hereof, there is outstanding (i) $114,435,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Notes, due 2003, which notes are convertible into 7,238,140 shares of Common Stock and (ii) $25,625,000 in aggregate principal amount of the stock of each of the Company's 7.0% Convertible Subordinated Debentures’s subsidiaries have been duly authorized, due 2011validly issued and are fully paid and nonassessable. Immediately after giving effect to the Merger and the Closing of the Minimum Offering or the Maximum Offering, which notes are convertible into 834,147 the pro forma outstanding capitalization of the Company will be as set forth under “Pro Forma Capitalization” in Schedule 4c. After giving effect to the Merger: (i) no shares of Common Stock. Except as described in the SEC Reports (as defined below) and other than pursuant to stock incentive plans approved by the Board, there are no outstanding subscription rights, options, warrants, convertible or exchangeable securities or other rights of any character whatsoever relating to issued or unissued capital stock of the Company, or any contract or agreement of any character whatsoever relating to issued or unissued capital stock of the Company or pursuant any of its subsidiaries will be subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; (ii) except as set forth on Schedule 4c(ii) there will be no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue or grant additional shares of its capital stock of the Company or related subscription rightsany of its subsidiaries, options, warrants, convertible or exchangeable (iii) there will be no outstanding debt securities or other rights, or to grant preemptive rights. Except than indebtedness as set forth on in Schedule 2.34c(iii), and (iv) other than with respect pursuant to Cibathe Registration Rights Agreement or as set forth in Schedule 4c(iv), (i) there will be no agreements or arrangements under which the Company has not agreed or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act Act, (v) there will be no outstanding registration statements, and there will be no outstanding comment letters from the SEC or any other regulatory agency; (vi) except as provided in this Agreement or as set forth in Schedule 4c(vi), there will be no securities or instruments containing anti-dilution or similar provisions, including the right to adjust the exercise, exchange or reset price under any state securities law or granted registration rights to any Person or entity such securities, that will be triggered by the issuance of the Shares as described in this Agreement; and (iivii) there are no voting trustsco-sale right, stockholders agreements, proxies right of first refusal or other contracts or agreements or understandings in effect to which the Company is a party or of which it has Knowledge similar right will exist with respect to the voting Shares or transfer of any the issuance and sale thereof. Upon request, the Company will make available to the Purchaser true and correct copies of the outstanding shares Company’s Certificate of Incorporation, and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities exercisable for Common StockStock and the material rights of the holders thereof in respect thereto other than stock options issued to officers, directors, employees and consultants.

Capitalization. As of the date hereof(a) The authorized, the authorized capital stock issued and outstanding membership or percentage interests of the Company consists consist of (i) 100,000,000 shares of Common Stockmembership interests, of which as of October 6, 2000, 36,950,954 shares were 100% are issued and outstanding excluding 859,497 shares and owned by the Sellers as set forth on Schedule A. Neither the Company nor any Seller has any liability relating to membership or percentage interests of Common Stock held the Company owned previously by any third party. Except as set forth in Schedule 2.3(a), each Seller individually represents and warrants that such Seller owns his or her Membership Interests free and clear of all Liens. All such Membership Interests are duly authorized, validly issued, and were issued in compliance with all federal, state and local rules, laws and regulations. The designations, powers preferences, rights, qualifications, limitations and restrictions, if any, in respect of such Membership Interests are set forth in the Company's treasury as of such date and ’s Limited Liability Company Regulations (ii) 20,000,000 shares of Preferred Stockthe “LLC Regulations”), no par value per share, a copy of which has been provided to the Buyer, and all such designations, powers, preferences, rights, qualifications, limitations and restrictions are valid, binding and enforceable in accordance with all applicable laws. There are no shares are issued and outstanding. All outstanding warrants, options, rights, agreements, convertible securities, appreciation rights, joint venture, partnership or other commitments of any nature relating to the Membership Interests of the issued and outstanding shares of Common Stock, including the Shares, have been duly authorized and Company. There are validly issued, fully paid and nonassessable and not subject to the preemptive no voting trusts or other similar rights agreements with respect to the voting of any of the stockholders of the Company other than such rights held by Ciba. As of the date hereof, there is outstanding Membership Interests. (ib) $114,435,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Notes, due 2003, which notes are convertible into 7,238,140 shares of Common Stock and (ii) $25,625,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Debentures, due 2011, which notes are convertible into 834,147 shares of Common Stock. Except as described contemplated by this Agreement and except as set forth in the SEC Reports (as defined belowSection 2.3(a) and other than pursuant to stock incentive plans approved by the Boardhereof, there are no outstanding subscription rightssubscriptions, options, warrants, convertible equity securities, partnership interests or exchangeable securities similar ownership interests, calls, rights (including preemptive rights), commitments or other rights agreements of any character whatsoever relating to issued or unissued capital stock of the Company, or any contract or agreement of any character whatsoever relating to issued or unissued capital stock of the Company or pursuant to which the Company is or may become bound to issue or grant additional shares of its capital stock or related subscription rights, options, warrants, convertible or exchangeable securities or other rights, or to grant preemptive rights. Except as set forth on Schedule 2.3, and other than with respect to Ciba, (i) the Company has not agreed to register any securities under the Securities Act or under any state securities law or granted registration rights to any Person or entity and (ii) there are no voting trusts, stockholders agreements, proxies or other contracts or agreements or understandings in effect to which the Company is a party or of by which it has Knowledge is bound obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any membership interests, partnership interests or similar ownership interests of the Company or obligating the Company to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement. (c) Except as contemplated by this Agreement and except as set forth on Schedule 2.3(c) hereto, there are no registration rights, and there is no voting trust, proxy, rights plan, anti-takeover plan or other agreement or understanding to which the Company is a party or by which the Company is bound with respect to the voting or transfer any equity security of any class of the Company. (d) The authorized and outstanding capital stock of the Subsidiary is set forth in Schedule 2.3(d) hereto. Except as set forth in Schedule 2.3(d), the Company owns all of the outstanding shares capital stock of Common Stockthe Subsidiary, free and clear of all Liens. There are no outstanding options, warrants or other rights to purchase securities of the Subsidiary.

Capitalization. As of the date hereof, the The authorized capital stock of the Company consists of (i) 100,000,000 and the shares of Common Stock, of which as of October 6, 2000, 36,950,954 shares were thereof issued and outstanding excluding 859,497 as of January 30, 2006, after giving effect to the shares of Common Stock held capital stock to be issued in the Company's treasury as of such date and (iiExchange, are set forth on SCHEDULE 2.1(c) 20,000,000 shares of Preferred Stock, no par value per share, of which no shares are issued and outstandinghereto. All of the issued and outstanding shares of the Company's Common Stock, including Stock and any other security of the Shares, Company have been duly and validly authorized and and, to the extent applicable, are validly issued, fully paid and nonassessable and not subject to the preemptive or other similar rights of the stockholders of the Company other than such rights held by Cibanon-assessable. As of the date hereofExcept as set forth on SCHEDULE 2.1(c) hereto, there is outstanding (i) $114,435,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Notes, due 2003, which notes are convertible into 7,238,140 no shares of Common Stock and (ii) $25,625,000 in aggregate principal amount or any other security of the Company's 7.0% Convertible Subordinated Debentures, due 2011, which notes Company are convertible into 834,147 shares of Common Stock. Except as described in the SEC Reports (as defined below) entitled to preemptive rights or registration rights and other than pursuant to stock incentive plans approved by the Board, there are no outstanding subscription rights, options, warrants, convertible scrip, rights to subscribe to, call or exchangeable securities or other rights commitments of any character whatsoever relating to issued to, or unissued securities or rights convertible into, any shares of capital stock of the Company. Furthermore, except as set forth on SCHEDULE 2.1(c) hereto or in any Commission Documents (as defined in Section 2.1(f) below) and except for the Transaction Documents and the Exchange Documents, there are no contracts, commitments, understandings, or any contract or agreement of any character whatsoever relating to issued or unissued capital stock of the Company or pursuant to arrangements by which the Company is or may become bound to issue or grant additional shares of its the capital stock of the Company or related subscription rights, options, warrants, convertible or exchangeable securities or other rightsrights convertible into shares of capital stock of the Company. Except as provided on SCHEDULE 2.1(c) hereto and except as disclosed in any Commission Documents, the Company is not a party to or bound by any agreement or understanding granting registration or anti-dilution rights to grant preemptive rightsany person with respect to any of its equity or debt securities. Except as set forth on Schedule 2.3SCHEDULE 2.1(c) or in any Commission Documents, and other than with respect to Ciba, (i) the Company has not agreed to register any securities under the Securities Act or under any state securities law or granted registration rights to any Person or entity and (ii) there are no voting trusts, stockholders agreements, proxies or other contracts or agreements or understandings in effect to which the Company is not a party or of which to, and it has Knowledge with respect to no knowledge of, any agreement or understanding restricting the voting or transfer of any shares of the outstanding shares capital stock of Common Stockthe Company. Except as set forth on SCHEDULE 2.1(c) hereto or disclosed or in any Commission Documents, the offer and sale of all capital stock, convertible securities, rights, warrants, or options of the Company issued prior to the Closing complied with all applicable federal and state securities laws, and to the best knowledge of the Company, no holder of such securities has a right of rescission or has made or threatened to make a claim for rescission or damages with respect thereto which could have a Material Adverse Effect. The Company has furnished or made available to the Purchasers true and correct copies of the Company's Certificate of Incorporation as in effect on the date hereof (the "CERTIFICATE"), and the Company's Bylaws as in effect on the date hereof (the "BYLAWS").

Capitalization. As of Except as disclosed in the date hereofSEC Documents, the authorized capital stock of the Company consists of (i) 100,000,000 no shares of Common Stock, of which as of October 6, 2000, 36,950,954 shares were issued and outstanding excluding 859,497 shares of Common Stock held in are reserved for issuance pursuant to the Company's treasury as of such date and (ii) 20,000,000 shares of Preferred Stock, no par value per share, of which no stock option plans. Sufficient shares are issued reserved for issuance upon conversion of the Note (as required by the Note and outstandingtransfer agent share reserve letter). All of the issued and such outstanding shares of Common Stockcapital stock are, including the Sharesor upon issuance will be, have been duly authorized and are authorized, validly issued, fully paid and nonassessable and not non-assessable. No shares of capital stock of the Company are subject to the preemptive rights or any other similar rights of the stockholders shareholders of the Company other than such rights held by Ciba. As or any liens or encumbrances imposed through the actions or failure to act of the Company. Except as disclosed in the SEC Documents, as of the effective date hereofof this Agreement, there is outstanding (i) $114,435,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Notes, due 2003, which notes are convertible into 7,238,140 shares of Common Stock and (ii) $25,625,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Debentures, due 2011, which notes are convertible into 834,147 shares of Common Stock. Except as described in the SEC Reports (as defined below) and other than pursuant to stock incentive plans approved by the Board, there are no outstanding subscription rights, options, warrants, convertible or exchangeable securities scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to issued or unissued capital stock of the Companyto, or securities or rights convertible into or exchangeable for any contract or agreement shares of any character whatsoever relating to issued or unissued capital stock of the Company or pursuant to any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue or grant additional shares of its capital stock or related subscription rights, options, warrants, convertible or exchangeable securities or other rights, or to grant preemptive rights. Except as set forth on Schedule 2.3, and other than with respect to Ciba, (i) of the Company has not agreed to register or any securities under the Securities Act or under any state securities law or granted registration rights to any Person or entity and of its Subsidiaries, (ii) there are no voting trusts, stockholders agreements, proxies or other contracts or agreements or understandings in effect to arrangements under which the Company or any of its Subsidiaries is a party or of which it has Knowledge with respect obligated to register the voting or transfer sale of any of its or their securities under the outstanding shares 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of the Note or the Conversion Shares. The Company has filed in its SEC Documents true and correct copies of the Company's Certificate of Incorporation as in effect on the date hereof ("Certificate of Incorporation"), the Company's By-laws, as in effect on the date hereof (the "By-laws"), and the terms of all securities convertible into or exercisable for Common StockStock of the Company and the material rights of the holders thereof in respect thereto. The Company shall provide the Buyer with a written update of this representation signed by the Company's Chief Executive on behalf of the Company as of the Closing Date.

Capitalization. As of the date hereof, the The authorized capital stock of the Company consists of (i) 100,000,000 500 million shares of Common Stock, of which as of October 6, 2000, 36,950,954 shares were issued par value $.0001 per share and outstanding excluding 859,497 shares of Common Stock held in the Company's treasury as of such date and (ii) 20,000,000 no shares of Preferred Stock, no par value per share, of which no shares are issued and outstanding. All of the issued and outstanding shares of Common Stock, including the Shares, have been duly authorized and are validly issued, fully paid and nonassessable and not subject to the preemptive or other similar rights of the stockholders of the Company other than such rights held by Ciba. As of the date hereof, there is outstanding (i) $114,435,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Notes, due 2003, which notes are convertible into 7,238,140 Company has 90,470,000 shares of Common Stock and (ii) $25,625,000 in aggregate principal amount no shares of the Company's 7.0% Convertible Subordinated Debentures, due 2011, which notes Preferred Stock issued and outstanding. All of such outstanding shares have been validly issued and are convertible into 834,147 fully paid and nonassessable. No shares of Common Stock. Except as described in the SEC Reports (as defined below) and Stock are subject to preemptive rights or any other than pursuant to stock incentive plans approved similar rights or any liens or encumbrances suffered or permitted by the BoardCompany. As of the date of this Agreement, (i) there are no outstanding subscription rights, options, warrants, convertible scrip, rights to subscribe to, calls or exchangeable securities or other rights commitments of any character whatsoever relating to issued or unissued capital stock of the Companyto, or securities or rights convertible into, any contract or agreement shares of any character whatsoever relating to issued or unissued capital stock of the Company or pursuant to any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue or grant additional shares of its capital stock of the Company or related subscription rights, any of its subsidiaries or options, warrants, convertible scrip, rights to subscribe to, calls or exchangeable commitments of any character whatsoever relating to, or securities or other rightsrights convertible into, or to grant preemptive rights. Except as set forth on Schedule 2.3, and other than with respect to Ciba, (i) any shares of capital stock of the Company has not agreed to register or any securities under the Securities Act or under any state securities law or granted registration rights to any Person or entity and of its subsidiaries, (ii) there are no voting trusts, stockholders agreements, proxies or other contracts or outstanding debt securities and (iii) there are no agreements or understandings in effect to arrangements under which the Company or any of its subsidiaries is a party or of which it has Knowledge with respect obligated to register the voting or transfer sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement) and (iv) there are no outstanding shares registration statements and there are no outstanding comment letters from the SEC or any other regulatory agency. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Secured Debentures as described in this Agreement. The Company has furnished to the Buyer true and correct copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common StockStock and the material rights of the holders thereof in respect thereto other than stock options issued to employees and consultants.

Capitalization. As of the date hereof, the The authorized capital stock of the Company consists of (i) 100,000,000 75,000,000 shares of Common Stock, of which as of October 6, 2000, 36,950,954 shares were issued and outstanding excluding 859,497 44,565,824 shares of Common Stock held in the Company's treasury as of such date and (ii) 20,000,000 shares of Preferred Stock, no par value per share, of which no shares are issued and outstanding, and no shares of preferred stock. All of the such outstanding shares have been validly issued and outstanding are fully paid and nonassessable. No shares of Common Stock, including the Shares, have been duly authorized and Stock are validly issued, fully paid and nonassessable and not subject to the preemptive rights or any other similar rights of or any liens or encumbrances suffered or permitted by the stockholders of the Company other than such rights held by CibaCompany. As of the date hereofof this Agreement, there is outstanding (i) $114,435,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Notes, due 2003, which notes are convertible into 7,238,140 shares of Common Stock and (ii) $25,625,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Debentures, due 2011, which notes are convertible into 834,147 shares of Common Stock. Except as described in the SEC Reports (as defined below) and other than pursuant to stock incentive plans approved by the Board, there are no outstanding subscription rights, options, warrants, convertible scrip, rights to subscribe to, calls or exchangeable securities or other rights commitments of any character whatsoever relating to issued or unissued capital stock of the Companyto, or securities or rights convertible into, any contract or agreement shares of any character whatsoever relating to issued or unissued capital stock of the Company or pursuant to any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue or grant additional shares of its capital stock of the Company or related subscription rights, any of its subsidiaries or options, warrants, convertible scrip, rights to subscribe to, calls or exchangeable commitments of any character whatsoever relating to, or securities or other rightsrights convertible into, or to grant preemptive rights. Except as set forth on Schedule 2.3, and other than with respect to Ciba, (i) any shares of capital stock of the Company has not agreed to register or any securities under the Securities Act or under any state securities law or granted registration rights to any Person or entity and of its subsidiaries, (ii) there are no voting trusts, stockholders agreements, proxies or other contracts or outstanding debt securities and (iii) there are no agreements or understandings in effect to arrangements under which the Company or any of its subsidiaries is a party or of which it has Knowledge with respect obligated to register the voting or transfer sale of any of their securities under the Securities Act (except pursuant to the Registration Rights Agreement) and (iv) there are no outstanding shares registration statements and there are no outstanding comment letters from the SEC or any other regulatory agency. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Convertible Debentures as described in this Agreement. The Company has furnished to the Buyer true and correct copies of the Company's Articles of Incorporation, as amended and as in effect on the date hereof (the "ARTICLES OF INCORPORATION"), and the Company's By-laws, as in effect on the date hereof (the "BY-LAWS"), and the terms of all securities convertible into or exercisable for Common StockStock and the material rights of the holders thereof in respect thereto other than stock options issued to employees and consultants.

Capitalization. As of the date hereof, the The authorized capital stock of the Company consists of (i) 100,000,000 shares of Common Stock, of which as of October 6, 2000, 36,950,954 shares were issued and outstanding excluding 859,497 500,000,000 shares of Common Stock held in the Company's treasury as of such date and (ii) 20,000,000 shares of Preferred Stock, no $0.001 par value per shareshare a, of which no 96,429,359 shares of Common Stock are issued and outstanding, as of the date hereof. All of the such outstanding shares have been validly issued and outstanding are fully paid and non-assessable. Except as disclosed in the SEC Documents, no shares of Common Stock, including the Shares, have been duly authorized and Stock are validly issued, fully paid and nonassessable and not subject to the preemptive rights or any other similar rights of or any liens or encumbrances suffered or permitted by the stockholders of Company. Except as disclosed in the Company other than such rights held by Ciba. As SEC Documents, as of the date hereof, there is outstanding (i) $114,435,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Notes, due 2003, which notes are convertible into 7,238,140 shares of Common Stock and (ii) $25,625,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Debentures, due 2011, which notes are convertible into 834,147 shares of Common Stock. Except as described in the SEC Reports (as defined below) and other than pursuant to stock incentive plans approved by the Board, there are no outstanding subscription rights, options, warrants, convertible scrip, rights to subscribe to, calls or exchangeable securities or other rights commitments of any character whatsoever relating to issued or unissued capital stock of the Companyto, or securities or rights convertible into, any contract or agreement shares of any character whatsoever relating to issued or unissued capital stock of the Company or pursuant to any of its contracts, commitments, understandings or arrangements by which the Company is or may become bound to issue or grant additional shares of its capital stock of the Company or related subscription rights, options, warrants, convertible scrip, rights to subscribe to, calls or exchangeable commitments of any character whatsoever relating to, or securities or other rightsrights convertible into, or to grant preemptive rights. Except as set forth on Schedule 2.3any shares of capital stock of the Company, and other than with respect to Ciba, (i) the Company has not agreed to register any securities under the Securities Act or under any state securities law or granted registration rights to any Person or entity and (ii) there are no voting trusts, stockholders agreements, proxies or outstanding debt securities (iii) there are no outstanding registration statements other contracts or than on Form S-8 and (iv) there are no agreements or understandings in effect to arrangements under which the Company is a party or of which it has Knowledge with respect obligated to register the voting or transfer sale of any of its securities under the outstanding shares Securities Act (except pursuant to this Agreement). There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation of the transactions described herein or therein. The Company has furnished or made available to the Investor true and correct copies of the Company’s Articles of Incorporation, as amended and as in effect on the date hereof (the “Articles of Incorporation”), and the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common StockStock and the material rights of the holders thereof in respect thereto.

Capitalization. As of the date hereof, the The authorized capital stock of the Company consists of (i) 100,000,000 shares of Common Stock, of which as of October 6, 2000, 36,950,954 shares were issued and outstanding excluding 859,497 48,000,000 shares of Common Stock held in the Company's treasury as of such date and (ii) 20,000,000 2,000,000 shares of Preferred Stock, no par value per share, $0.001 (“Preferred Stock”) of which no 15,310,054 shares of Common Stock and zero shares of Preferred Stock are issued and outstanding. All of the such outstanding shares have been validly issued and outstanding are fully paid and nonassessable. No shares of Common Stock, including the Shares, have been duly authorized and Stock are validly issued, fully paid and nonassessable and not subject to the preemptive rights or any other similar rights of or any liens or encumbrances suffered or permitted by the stockholders of the Company other than such rights held by CibaCompany. As of the date hereofof this Agreement, there is outstanding (i) $114,435,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Notes, due 2003, which notes are convertible into 7,238,140 shares of Common Stock and (ii) $25,625,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Debentures, due 2011, which notes are convertible into 834,147 shares of Common Stock. Except as described in the SEC Reports (as defined below) and other than pursuant to stock incentive plans approved by the Board, there are no outstanding subscription rights, options, warrants, convertible scrip, rights to subscribe to, calls or exchangeable securities or other rights commitments of any character whatsoever relating to issued or unissued capital stock of the Companyto, or securities or rights convertible into, any contract or agreement shares of any character whatsoever relating to issued or unissued capital stock of the Company or pursuant to any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue or grant additional shares of its capital stock of the Company or related subscription rights, any of its subsidiaries or options, warrants, convertible scrip, rights to subscribe to, calls or exchangeable commitments of any character whatsoever relating to, or securities or other rightsrights convertible into, or to grant preemptive rights. Except as set forth on Schedule 2.3, and other than with respect to Ciba, (i) any shares of capital stock of the Company has not agreed to register or any securities under the Securities Act or under any state securities law or granted registration rights to any Person or entity and of its subsidiaries, (ii) there are no voting trusts, stockholders agreements, proxies or other contracts or outstanding debt securities and (iii) there are no agreements or understandings in effect to arrangements under which the Company or any of its subsidiaries is a party or of which it has Knowledge with respect obligated to register the voting or transfer sale of any of their securities under the Securities Act (except pursuant to the Registration Rights Agreement) and (iv) there are no outstanding shares registration statements and there are no outstanding comment letters from the SEC or any other regulatory agency. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Convertible Debentures as described in this Agreement. The Company has furnished to the Buyer true and correct copies of the Company’s Articles of Incorporation, as amended and as in effect on the date hereof (the “Articles of Incorporation”), and the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common StockStock and the material rights of the holders thereof in respect thereto other than stock options issued to employees and consultants.

Capitalization. As of the date hereofof this Agreement and as of the Closing Date, (i) the authorized capital stock Capital Stock of the Company North Texas consists of (iA) 100,000,000 10,000,000 shares of Common Stockcommon stock, of which as of October 6, 2000, 36,950,954 1,000 shares were are issued and outstanding excluding 859,497 outstanding, and (B) 1,000,000 shares of Common Stock held in the Company's treasury as of such date and (ii) 20,000,000 shares of Preferred Stock, no par value per sharepreferred stock, of which no shares are issued and outstanding, (ii) no shares of common stock or preferred stock of North Texas are reserved for issuance under any plan or agreement other than as set forth on Schedule 2(A)(b), and (iii) other than the North Texas Note and as set forth on Schedule 2(A)(b), there are no other securities of North Texas issued, outstanding or reserved for issuance. All of the such outstanding or issuable shares have been, or upon issuance will be, validly issued and outstanding shares of Common Stockare, including the Shares, have been duly authorized and are validly issuedor upon issuance will be, fully paid and nonassessable and not nonassessable. (A) Except as set forth on Schedule 2(A)(b), no shares of the Capital Stock of North Texas are subject to the preemptive rights or any other similar rights of the stockholders of the Company other than such rights held or any Liens suffered or permitted by Ciba. As of the date hereof, there is outstanding North Texas; (iB) $114,435,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Notes, due 2003, which notes are convertible into 7,238,140 shares of Common Stock and (ii) $25,625,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Debentures, due 2011, which notes are convertible into 834,147 shares of Common Stock. Except as described in the SEC Reports (as defined below) and other than pursuant to stock incentive plans approved by the Board, there are no outstanding subscription rights, options, warrants, convertible scrip, rights to subscribe to, calls or exchangeable securities or other rights commitments of any character whatsoever relating to issued or unissued capital stock of the Companyto, or securities or rights convertible into or exercisable for, any contract shares of Capital Stock of North Texas, or agreement of any character whatsoever relating to issued contracts, commitments, understandings or unissued capital stock of the Company or pursuant to arrangements by which the Company North Texas is or may become bound to issue or grant additional shares of its capital stock Capital Stock of North Texas or related subscription rights, options, warrants, convertible scrip, rights to subscribe to, calls or exchangeable commitments of any character whatsoever relating to, or securities or other rightsrights convertible into or exercisable for, or to grant preemptive rights. Except as set forth on Schedule 2.3, and other than with respect to Ciba, any shares of Capital Stock of North Texas; (i) the Company has not agreed to register any securities under the Securities Act or under any state securities law or granted registration rights to any Person or entity and (iiC) there are no voting trustsagreements or arrangements under which North Texas is obligated to register the sale of any of its securities under the 1933 Act; (D) there are no outstanding securities or instruments of North Texas that contain any redemption or similar provisions, stockholders agreementsand there are no contracts, proxies commitments, understandings or arrangements by which North Texas is or may become bound to redeem a security of North Texas, and there are no other contracts stockholder agreements or similar agreements to which North Texas or any holder of North Texas’ Capital Stock is a party; (E) North Texas does not have any stock appreciation rights or “phantom stock” plans or agreements or understandings in effect to which the Company is a party any similar plan or of which it has Knowledge with respect to the voting agreement; and (F) no officer or transfer director or beneficial owner of any of North Texas’ outstanding Capital Stock has pledged such Capital Stock in connection with a margin account or other loan secured by such Capital Stock. Buyer has furnished to the outstanding shares Company true and correct copies of Common Stockthe North Texas’ Articles of Incorporation and Bylaws, in each case as amended and in effect on the date of this Agreement.

Capitalization. As of the date hereof, the The authorized share capital stock of the Company consists of (i) 100,000,000 shares an unlimited number of Common StockClass A Shares, an unlimited number of which as Class B Shares, an unlimited number of October 6Ordinary Shares, 2000an unlimited number of first preferred shares, 36,950,954 issuable in series, and an unlimited number of second preferred shares, issuable in series. As of February 19, 2008, there were issued and outstanding the number of Class A Shares, Class B Shares and Ordinary Shares set out in the Company Disclosure Letter and no other shares were issued and outstanding. The Company Disclosure Letter sets forth, as of February 19, 2008, the number of outstanding excluding 859,497 shares Options, the outstanding PSUs and SARs, all holders thereof and the exercise price or reference price or grant value, as applicable, and vested amounts, where applicable, of Common Stock held such Options, PSUs and SARs. Except with respect to the Options, PSUs and SARs set forth in the Company's treasury as Company Disclosure Letter, rights under the Employee Share Purchase Plan and pursuant to the terms of such date the Class A Shares, the Class B Shares and the Ordinary Shares and in connection with the transactions contemplated hereby, there are no options, warrants, conversion privileges, equity-based awards or other rights, agreements or commitments of any character whatsoever requiring or which may require the issuance, sale or transfer by the Company of any shares or other securities of the Company (iiincluding Shares and preferred shares) 20,000,000 or any of its subsidiaries or ACN or any securities convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to acquire, or whose value is based on or in reference to the value or price of, any shares or other securities of Preferred Stock, no par value per share, the Company (including Shares and preferred shares) or any of which no shares are issued and outstandingits subsidiaries or ACN. All of the issued and outstanding shares of Common Stock, including the Shares, Shares have been duly authorized and are validly issued, are fully paid and nonassessable (and not subject no such shares have been issued in violation of any preemptive or similar rights), and all Class A Shares issuable upon the exercise of rights under the Options in accordance with their respective terms have been duly authorized and, upon issuance, shall be validly issued as fully paid and non-assessable. No Shareholder is entitled to the preemptive any pre-emptive or other similar rights of the stockholders of right granted by the Company other than such rights held by Cibaor any of its subsidiaries or ACN. As of the date hereof, there is outstanding (i) $114,435,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Notes, due 2003, which notes are convertible into 7,238,140 shares of Common Stock and (ii) $25,625,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Debentures, due 2011, which notes are convertible into 834,147 shares of Common Stock. Except as described in the SEC Reports (as defined below) and other than pursuant to stock incentive plans approved by the Board, there There are no outstanding subscription rights, options, warrants, convertible or exchangeable securities contractual or other rights of any character whatsoever relating to issued or unissued capital stock obligations of the Company, any subsidiary or ACN to repurchase, redeem or otherwise acquire any contract or agreement of any character whatsoever relating to issued or unissued capital stock of the Company or pursuant to which the Company is or may become bound to issue or grant additional shares of its capital stock or related subscription rights, options, warrants, convertible or exchangeable securities or other rights, or to grant preemptive rights. Except as set forth on Schedule 2.3, and other than with respect to Ciba, (i) the Company has not agreed to register any securities under the Securities Act or under any state securities law or granted registration rights to any Person or entity and (ii) there are no voting trusts, stockholders agreements, proxies or other contracts or agreements or understandings in effect to which the Company is a party or of which it has Knowledge with respect to the voting or transfer disposition of any outstanding securities of a subsidiary or ACN, except with respect to the outstanding shares of Common StockOrdinary Shares as provided for in the Company’s articles and/or the Shareholders’ Agreement.

Capitalization. As of the date hereof, the The authorized capital stock of the Company consists of (i) 100,000,000 an unlimited number of authorized shares of Common Stock, no par value, of which as of October 6, 2000, 36,950,954 shares were issued and outstanding excluding 859,497 approximately 180,000,000 shares of Common Stock held in the Company's treasury as of such date and (ii) 20,000,000 shares of Preferred Stock, no par value per share, of which no shares are issued and outstanding. All of the such outstanding shares have been validly issued and outstanding are fully paid and nonassessable. Except as disclosed in the SEC Documents, no shares of Common Stock, including the Shares, have been duly authorized and Stock are validly issued, fully paid and nonassessable and not subject to the preemptive rights or any other similar rights of or any liens or encumbrances suffered or permitted by the stockholders of Company. Except as disclosed in the Company other than such rights held by Ciba. As SEC Documents, as of the date hereof, there is outstanding (i) $114,435,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Notes, due 2003, which notes are convertible into 7,238,140 shares of Common Stock and (ii) $25,625,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Debentures, due 2011, which notes are convertible into 834,147 shares of Common Stock. Except as described in the SEC Reports (as defined below) and other than pursuant to stock incentive plans approved by the Board, there are no outstanding subscription rights, options, warrants, convertible scrip, rights to subscribe to, calls or exchangeable securities or other rights commitments of any character whatsoever relating to issued or unissued capital stock of the Companyto, or securities or rights convertible into, any contract or agreement shares of any character whatsoever relating to issued or unissued capital stock of the Company or pursuant to any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue or grant additional shares of its capital stock of the Company or related subscription rights, any of its subsidiaries or options, warrants, convertible scrip, rights to subscribe to, calls or exchangeable commitments of any character whatsoever relating to, or securities or other rightsrights convertible into, or to grant preemptive rights. Except as set forth on Schedule 2.3, and other than with respect to Ciba, (i) any shares of capital stock of the Company has not agreed to register or any securities under the Securities Act or under any state securities law or granted registration rights to any Person or entity and of its subsidiaries, (ii) there are no voting trusts, stockholders agreements, proxies or outstanding debt securities (iii) there are no outstanding registration statements other contracts or than on Form S-8 and (iv) there are no agreements or understandings in effect to arrangements under which the Company or any of its subsidiaries is a party or of which it has Knowledge with respect obligated to register the voting or transfer sale of any of their securities under the outstanding shares Securities Act (except pursuant to the Registration Rights Agreement). There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation of the transactions described herein or therein. The Company has furnished to the Investor true and correct copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common StockStock and the material rights of the holders thereof in respect thereto.

Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 100,000,000 500,000,000 shares of Common Stock, par value $0.001 per share and 10,000,000 shares of Preferred Stock of which as of October 6, 2000, 36,950,954 shares were issued and outstanding excluding 859,497 12,295,414 shares of Common Stock held in the Company's treasury as of such date and (ii) 20,000,000 no shares of Preferred Stock, no par value per share, of which no shares are Stock were issued and outstanding. All of the such outstanding shares have been validly issued and outstanding are fully paid and nonassessable. Except as disclosed in the SEC Documents, no shares of Common Stock, including the Shares, have been duly authorized and Stock are validly issued, fully paid and nonassessable and not subject to the preemptive rights or any other similar rights of or any liens or encumbrances suffered or permitted by the stockholders of Company. Except as disclosed in the Company other than such rights held by Ciba. As SEC Documents, as of the date hereof, there is outstanding (i) $114,435,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Notes, due 2003, which notes are convertible into 7,238,140 shares of Common Stock and (ii) $25,625,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Debentures, due 2011, which notes are convertible into 834,147 shares of Common Stock. Except as described in the SEC Reports (as defined below) and other than pursuant to stock incentive plans approved by the Board, there are no outstanding subscription rights, options, warrants, convertible scrip, rights to subscribe to, calls or exchangeable securities or other rights commitments of any character whatsoever relating to issued or unissued capital stock of the Companyto, or securities or rights convertible into, any contract or agreement shares of any character whatsoever relating to issued or unissued capital stock of the Company or pursuant to any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue or grant additional shares of its capital stock of the Company or related subscription rights, any of its subsidiaries or options, warrants, convertible scrip, rights to subscribe to, calls or exchangeable commitments of any character whatsoever relating to, or securities or other rightsrights convertible into, or to grant preemptive rights. Except as set forth on Schedule 2.3, and other than with respect to Ciba, (i) any shares of capital stock of the Company has not agreed to register or any securities under the Securities Act or under any state securities law or granted registration rights to any Person or entity and of its subsidiaries, (ii) there are no voting trusts, stockholders agreements, proxies or outstanding debt securities (iii) there are no outstanding registration statements other contracts or than on Form S-8 and (iv) there are no agreements or understandings in effect to arrangements under which the Company or any of its subsidiaries is a party or of which it has Knowledge with respect obligated to register the voting or transfer sale of any of their securities under the outstanding shares Securities Act (except pursuant to the Registration Rights Agreement). There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation of the transactions described herein or therein. The Company has furnished to the Investor true and correct copies of the Company's Certificate of Incorporation, as amended and as in effect on the date hereof (the "Certificate of Incorporation"), and the Company's By-laws, as in effect on the date hereof (the "By-laws"), and the terms of all securities convertible into or exercisable for Common StockStock and the material rights of the holders thereof in respect thereto.

Capitalization. As of the date hereof, the (a) The authorized capital stock of the Company CMTY consists of (i) 100,000,000 shares of Common Stock, of which as of October 6, 2000, 36,950,954 shares were issued and outstanding excluding 859,497 shares of Common Stock held in the Company's treasury as of such date and (iia) 20,000,000 shares of Preferred Stockcommon stock, no par value per shareof $5.00 (“CMTY Common Stock”), of which no 194,799 shares are validly issued and held by CMTY as treasury stock and 12,226,892 shares are validly issued and outstanding. All of the issued and outstanding shares of Common Stock, including the Shares, have been duly authorized and are validly issued, fully paid and nonassessable and free of preemptive rights, and (b) 500,000 shares of preferred stock, without par value, of which none are issued. CMTY has not subject issued nor is CMTY bound by any subscription, option, warrant, call, commitment, agreement or other Right of any character relating to the preemptive purchase, sale, or issuance of, or right to receive dividends or other similar rights distributions on, any shares of CMTY Common Stock or any other security of CMTY or any securities representing the stockholders right to vote, purchase or otherwise receive any shares of the Company CMTY Common Stock or any other than such rights held by Ciba. As security of the date hereofCMTY, there is outstanding except (i) $114,435,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Notes, due 2003, which notes are convertible into 7,238,140 for options to acquire shares of CMTY Common Stock and issued under CMTY’s various stock option plans, (ii) $25,625,000 in aggregate principal amount pursuant to CMTY’s employee stock purchase plan and dividend reinvestment plan, (iii) pursuant to the Rights Agreement and (iv) this Agreement. (b) CMTY owns, directly or indirectly, all of the Company's 7.0% Convertible Subordinated Debenturescapital stock of Community Banks and the capital stock and membership interests of the other CMTY Subsidiaries, due 2011free and clear of any liens, which notes are convertible into 834,147 shares security interests, pledges, charges, encumbrances, agreements and restrictions of Common Stockany kind or nature. Except as described in the SEC Reports (as defined below) and other than pursuant to stock incentive plans approved by the Board, there There are no outstanding subscription rightssubscriptions, options, warrants, convertible or exchangeable securities calls, commitments, agreements or other rights of any character whatsoever relating to issued or unissued capital stock of the Company, or any contract or agreement of any character whatsoever relating to issued or unissued capital stock of the Company or pursuant to which the Company is or may become bound to issue or grant additional shares of its capital stock or related subscription rights, options, warrants, convertible or exchangeable securities or other rights, or to grant preemptive rights. Except as set forth on Schedule 2.3, and other than with respect to Ciba, (i) the Company has not agreed to register any securities under the Securities Act or under any state securities law or granted registration rights to any Person or entity and (ii) there are no voting trusts, stockholders agreements, proxies or other contracts or agreements or understandings in effect to which the Company is a party or of which it has Knowledge Rights outstanding with respect to the voting capital stock of Community Banks or transfer any other CMTY Subsidiary. Except for the CMTY Subsidiaries, CMTY does not possess, directly or indirectly, any material equity interest in any corporation, except for equity interests in the investment portfolios of any CMTY’s Subsidiaries, equity interests held by CMTY or CMTY’s Subsidiaries in a fiduciary capacity, and equity interests held in connection with the commercial loan activities of the outstanding shares of Common StockCommunity Banks.

Capitalization. As of the date hereof, the The authorized capital stock of the Company consists of (i) 100,000,000 shares of Common Stock, of which as of October 6, 2000, 36,950,954 shares were issued and outstanding excluding 859,497 1,000,000,000 shares of Common Stock held in the Company's treasury as of such date and (ii) 20,000,000 50,000,000 shares of preferred stock, par value $0.001 per share (the “Preferred Stock, no par value per share”), of which no 342,117,428 shares of Common Stock are issued and outstanding. All of the issued and outstanding shares of Common Stock, including the Shares, have been duly authorized and are validly issued, fully paid and nonassessable and not subject to the preemptive or other similar rights of the stockholders of the Company other than such rights held by Ciba. As as of the date hereof, there is and 911,618 shares of Preferred Stock are issued and outstanding (i) $114,435,000 in aggregate principal amount as of the Company's 7.0% Convertible Subordinated Notesdate hereof. All of such outstanding shares have been validly issued and are fully paid and nonassessable. The Common Stock is currently quoted on the OTC Markets under the trading symbol “AQLV”. The Company has received no notice, due 2003either oral or written, which notes are convertible into 7,238,140 with respect to the continued eligibility of the Common Stock for quotation on the Principal Trading Market, and the Company has maintained all requirements on its part for the continuation of such quotation. Except as disclosed in the “SEC Documents” (as hereinafter defined), no shares of Common Stock and (ii) $25,625,000 in aggregate principal amount of are subject to preemptive rights or any other similar rights or any Encumbrances suffered or permitted by the Company's 7.0% Convertible Subordinated Debentures, due 2011, which notes are convertible into 834,147 shares of Common Stock. Except as described disclosed in the SEC Reports Documents, as of the date hereof: (as defined belowi) and other than pursuant to stock incentive plans approved by the Board, there are no outstanding subscription rights, options, warrants, convertible scrip, rights to subscribe to, calls or exchangeable securities or other rights commitments of any character whatsoever relating to issued or unissued capital stock of the Companyto, or securities or rights convertible into, any contract or agreement shares of any character whatsoever relating to issued or unissued capital stock of the Company or any of its subsidiaries, or Contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries, or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries; (ii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other Contracts or instruments evidencing indebtedness of the Company or any of its subsidiaries, or by which the Company or any of its subsidiaries is or may become bound; (iii) there are no outstanding registration statements with respect to the Company or any of its securities; (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except pursuant to this Agreement); (v) there are no financing statements securing obligations filed in connection with the Company or any of its Assets; (vi) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation of the transactions described herein or therein; and (vii) there are no outstanding securities or instruments of the Company which contain any redemption or similar provisions, and there are no Contracts by which the Company is or may become bound to issue or grant additional shares redeem a security of its capital stock or related subscription rightsthe Company. The Company has furnished to the Buyer true, optionscomplete and correct copies of: (I) the Company’s Certificate of Incorporation, warrantsas amended and as in effect on the date hereof (the “Certificate of Incorporation”); and (II) the Company’s Bylaws, convertible or exchangeable securities or other rights, or to grant preemptive rightsas in effect on the date hereof (the “Bylaws”). Except as set forth on Schedule 2.3for the Certificate of Incorporation and the Bylaws, and other than with respect to Ciba, (i) the Company has not agreed to register any securities under the Securities Act or under any state securities law or granted registration rights to any Person or entity and (ii) there are no voting trusts, stockholders other shareholder agreements, proxies voting agreements or other contracts or agreements or understandings in effect to which the Company is a party or of which it has Knowledge with respect to the voting or transfer Contracts of any nature or kind that restrict, limit or in any manner impose Obligations on the governance of the outstanding shares of Common StockCompany.

Capitalization. As of the date hereof, hereof the authorized capital stock of the Company consists of (i) 100,000,000 shares of Common Stock, of which as of October 6, 2000, 36,950,954 shares were issued and outstanding excluding 859,497 40,000,000 shares of Common Stock held in the Company's treasury as of such date and (ii) 20,000,000 no shares of Preferred Stock, no par value per share, of which no 12,965,003 shares of Common Stock are issued and outstanding. All of the such outstanding shares have been validly issued and outstanding are fully paid and nonassessable. No shares of Common Stock, including the Shares, have been duly authorized and Stock are validly issued, fully paid and nonassessable and not subject to the preemptive rights or any other similar rights of or any liens or encumbrances suffered or permitted by the stockholders of the Company other than such rights held by CibaCompany. As of the date hereofof this Agreement, there is outstanding (i) $114,435,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Notes, due 2003, which notes are convertible into 7,238,140 shares of Common Stock and (ii) $25,625,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Debentures, due 2011, which notes are convertible into 834,147 shares of Common Stock. Except as described in the SEC Reports (as defined below) and other than pursuant to stock incentive plans approved by the Board, there are no outstanding subscription rights, options, warrants, convertible scrip, rights to subscribe to, calls or exchangeable securities or other rights commitments of any character whatsoever relating to issued or unissued capital stock of the Companyto, or securities or rights convertible into, any contract or agreement shares of any character whatsoever relating to issued or unissued capital stock of the Company or pursuant to any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue or grant additional shares of its capital stock of the Company or related subscription rights, any of its subsidiaries or options, warrants, convertible scrip, rights to subscribe to, calls or exchangeable commitments of any character whatsoever relating to, or securities or other rightsrights convertible into, or to grant preemptive rights. Except as set forth on Schedule 2.3, and other than with respect to Ciba, (i) any shares of capital stock of the Company has not agreed to register or any securities under the Securities Act or under any state securities law or granted registration rights to any Person or entity and of its subsidiaries, (ii) there are no voting trusts, stockholders agreements, proxies or other contracts or outstanding debt securities and (iii) there are no agreements or understandings in effect to arrangements under which the Company or any of its subsidiaries is a party or of which it has Knowledge with respect obligated to register the voting or transfer sale of any of their securities under the Securities Act (except pursuant to the Registration Rights Agreement) and (iv) there are no outstanding shares registration statements and there are no outstanding comment letters from the SEC or any other regulatory agency. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Convertible Debentures as described in this Agreement. The Company has furnished to the Buyer true and correct copies of the Company's Articles of Incorporation, as amended and as in effect on the date hereof (the "Articles of Incorporation"), and the Company's Bylaws, as in effect on the date hereof (the "Bylaws"), and the terms of all securities convertible into or exercisable for Common StockStock and the material rights of the holders thereof in respect thereto other than stock options issued to employees and consultants.

Capitalization. As Except for any shares issuable upon exercise of options issued pursuant to employee benefit plans disclosed in the date hereofCompany’s SEC Documents, the authorized capital stock capitalization of the Company consists of (i) 100,000,000 shares of Common Stock, of which is as of October 6, 2000, 36,950,954 shares were issued and outstanding excluding 859,497 shares of Common Stock held described in the Company's treasury as of such date and (ii) 20,000,000 shares of Preferred Stock, no par value per share, of which no shares are issued and outstanding’s SEC Documents. All of the Company’s outstanding shares have been, or upon issuance will be, validly issued and outstanding shares of Common Stock, including the Shares, have been duly authorized and are validly issued, fully paid and nonassessable and not subject nonassessable. The Company’s Common Stock is registered pursuant to the preemptive or other similar rights Section 12(b) of the stockholders Exchange Act of 1934, and is listed for trading on the Company other than such rights held by Ciba. As of the date hereof, there is outstanding (i) $114,435,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Notes, due 2003, which notes are convertible into 7,238,140 shares of Common Stock and (ii) $25,625,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Debentures, due 2011, which notes are convertible into 834,147 shares of Common Stock. Except as described in the SEC Reports Principal Market (as defined below). Except as set forth in this Agreement, the Registration Rights Agreement and as set forth in the SEC Documents, (i) and no shares of the Company’s capital stock are subject to preemptive rights or any other than pursuant to stock incentive plans approved by the Board, similar rights or any liens or encumbrances; (ii) there are no outstanding subscription rights, options, warrants, convertible scrip, rights to subscribe to, calls or exchangeable securities or other rights commitments of any character whatsoever relating to issued or unissued capital stock of the Companyto, or securities or rights convertible into, any contract or agreement shares of any character whatsoever relating to issued or unissued capital stock of the Company or pursuant to any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue or grant additional shares of its capital stock of the Company or related subscription rights, any of its Subsidiaries or options, warrants, convertible scrip, rights to subscribe to, calls or exchangeable commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its Subsidiaries (other than any such options, warrants, scrip, rights, or to grant preemptive rights. Except calls, commitments, securities, understandings and arrangement outstanding under plans disclosed in the SEC Documents (as set forth on Schedule 2.3, and other than with respect to Ciba, defined below)); (i) the Company has not agreed to register any securities under the Securities Act or under any state securities law or granted registration rights to any Person or entity and (iiiii) there are no voting trustsoutstanding debt securities, stockholders notes, credit agreements, proxies credit facilities or other contracts agreements, documents or instruments evidencing indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (v) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities as described in this Agreement; (vi) the Company does not have any stock appreciation rights or “phantom” stock plans or agreements or understandings any similar plan or agreement; (vii) to the Company’s knowledge, (A) no current officer or director who individually owns one percent (1%) or more of the Company’s outstanding capital stock or (B) other beneficial owner of five percent (5%) or more of the Company’s outstanding capital stock, has pledged shares of the Company’s capital stock in effect connection with a margin account or other loan secured by such capital stock; and (viii) to which the Company’s knowledge, the Company is a party and its Subsidiaries have no liabilities or of which it has Knowledge with respect obligations required to be disclosed in the voting or transfer of any SEC Documents but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the outstanding shares of Common StockCompany’s or its Subsidiaries’ respective businesses.

Capitalization. As of the date hereof, the The authorized capital stock of the Company consists of (i) 100,000,000 1,000,000,000 shares of Common Stock, of which as of October 6, 2000, 36,950,954 $0.00014 par value; 516,453,806 and 503,453,831 shares were issued and outstanding, respectively. All of such outstanding excluding 859,497 shares have been validly issued and are fully paid and nonassessable. Except as disclosed in the SEC Documents, no shares of Common Stock held in the Company's treasury as of such date and (ii) 20,000,000 shares of Preferred Stock, no par value per share, of which no shares are issued and outstanding. All of the issued and outstanding shares of Common Stock, including the Shares, have been duly authorized and are validly issued, fully paid and nonassessable and not subject to the preemptive rights or any other similar rights of or any liens or encumbrances suffered or permitted by the stockholders of Company. Except as disclosed in the Company other than such rights held by Ciba. As SEC Documents, as of the date hereof, there is outstanding (i) $114,435,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Notes, due 2003, which notes are convertible into 7,238,140 shares of Common Stock and (ii) $25,625,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Debentures, due 2011, which notes are convertible into 834,147 shares of Common Stock. Except as described in the SEC Reports (as defined below) and other than pursuant to stock incentive plans approved by the Board, there are no outstanding subscription rights, options, warrants, convertible scrip, rights to subscribe to, calls or exchangeable securities or other rights commitments of any character whatsoever relating to issued or unissued capital stock of the Companyto, or securities or rights convertible into, any contract or agreement shares of any character whatsoever relating to issued or unissued capital stock of the Company or pursuant to any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue or grant additional shares of its capital stock of the Company or related subscription rights, any of its subsidiaries or options, warrants, convertible scrip, rights to subscribe to, calls or exchangeable commitments of any character whatsoever relating to, or securities or other rightsrights convertible into, or to grant preemptive rights. Except as set forth on Schedule 2.3, and other than with respect to Ciba, (i) any shares of capital stock of the Company has not agreed to register or any securities under the Securities Act or under any state securities law or granted registration rights to any Person or entity and of its subsidiaries, (ii) there are no voting trusts, stockholders agreements, proxies or outstanding debt securities (iii) there are no outstanding registration statements other contracts or than on Form S-1and (iv) there are no agreements or understandings in effect to arrangements under which the Company or any of its subsidiaries is a party or of which it has Knowledge with respect obligated to register the voting or transfer sale of any of their securities under the outstanding shares Securities Act (except pursuant to the Registration Rights Agreement). There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation of the transactions described herein or therein. This section shall not prevent the Company, after the date hereof, from obtaining other funding or other means of financing. The Company has furnished to the Investor true and correct copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common StockStock and the material rights of the holders thereof in respect thereto.

Capitalization. As of the date hereof, the authorized capital stock of the Company Buyer consists of (i) 100,000,000 50,000,000 shares of Common Stock, of which as of October 6such date, 2000, 36,950,954 32,650,178 shares were are issued and outstanding excluding 859,497 and 8,609,920 shares of Common Stock held in are reserved for issuance pursuant to the CompanyBuyer's treasury stock option and purchase plans (including pursuant to options outstanding as of such date and (ii) 20,000,000 shares of Preferred Stock, no par value per share, of which no shares are issued and outstandingas well as options granted thereafter). All of the such outstanding shares have been, or upon issuance will be, validly issued and outstanding shares of Common Stock, including the Shares, have been duly authorized and are validly issued, fully paid and nonassessable and not nonassessable. Except as disclosed in Exhibit 2.11, (A) no shares of the Buyer's capital stock are subject to the preemptive rights or any other similar rights (arising under Delaware law, the Buyer's Certificate of Incorporation or By-laws or any agreement or instrument to which the stockholders of the Company other than such rights held by Ciba. As of the date hereof, there Buyer is outstanding (ia party) $114,435,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Notes, due 2003, which notes are convertible into 7,238,140 shares of Common Stock and (ii) $25,625,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Debentures, due 2011, which notes are convertible into 834,147 shares of Common Stock. Except as described in the SEC Reports (as defined below) and other than pursuant to stock incentive plans approved or any liens or encumbrances granted or created by the Board, Buyer; (B) there are no outstanding subscription rights, options, warrants, convertible scrip, rights to subscribe to, calls or exchangeable securities or other rights commitments of any character whatsoever relating to issued to, or unissued securities or rights convertible into, any shares of capital stock of the CompanyBuyer , or any contract contracts, commitments, understandings or agreement of any character whatsoever relating to issued or unissued capital stock of the Company or pursuant to arrangements by which the Company Buyer is or may become bound to issue or grant additional shares of its capital stock of the Buyer or related subscription rights, options, warrants, convertible scrip, rights to subscribe to, calls or exchangeable commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Buyer (other than any such options, warrants, scrip, rights, calls, commitments, securities, understandings and arrangement outstanding under plans disclosed in the SEC Documents); (C) there are no outstanding debt securities, notes, credit agreements, credit facilities or to grant preemptive rights. Except as set forth on Schedule 2.3other agreements, documents or instruments evidencing indebtedness of the Buyer or by which the Buyer is or may become bound; (D) there are no amounts outstanding under, and other there will be no amounts due upon termination of, any credit agreement or credit facility; (E) there are no financing statements securing obligations in any amounts greater than $100,000, singly, or $250,000 in the aggregate, filed in connection with respect to Ciba, the Buyer; (iF) there are no agreements or arrangements under which the Company has not agreed Buyer is obligated to register the sale of any of their securities under the Securities Act or under any state securities law or granted registration rights to any Person or entity of 1933 except as set forth herein, the Sale of Assets Agreement, dated the date hereof between the Buyer and the Seller; (iiG) there are no voting trustsoutstanding securities or instruments of the Buyer which contain any redemption or similar provisions, stockholders agreementsand there are no contracts, proxies commitments, understandings or other contracts arrangements by which the Buyer is or may become bound to redeem a security of the Buyer ; (H) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Closing Shares described in this Agreement; (I) the Buyer does not have any stock appreciation rights or "phantom" stock plans or agreements or understandings in effect to which the Company is a party any similar plan or of which it has Knowledge with respect agreement; (J) to the voting Buyer's knowledge, (i) no current or transfer of any former officer or director who individually owns 1% or more of the Buyer's outstanding capital stock or (ii) other beneficial owner of 5% or more of the Buyer's outstanding capital stock, has pledged shares of Common Stockthe Buyer's capital stock in connection with a margin account or other loan secured by such capital stock; and (K) the Buyer has no liabilities or obligations required to be disclosed in the SEC Documents (as defined herein) but not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Buyer's business and which, individually or in the aggregate, do not or would not have a Material Adverse Effect on the Buyer and its subsidiaries (as that term is defined in the regulations of the Securities Exchange Act of 1934) taken as a whole.

Capitalization. As The Company has not issued any capital stock since its most recently filed current report or periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company’s employee stock purchase plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date hereof, the authorized capital stock of the Company consists of most recently filed current report or periodic report under the Exchange Act. Other than (i) 100,000,000 pursuant to that certain Securities Purchase Agreement, dated June 21, 2011, by and between the Company and the investors signatory thereto (the “June 2011 Purchase Agreement”), (ii) the Common Stock purchase warrants issued under the June 2011 Purchase Agreement, (iii) the Common Stock purchase warrants issued to investors pursuant to that certain Securities Purchase Agreement, dated March 23, 2012, by and between the Company and the investors signature thereto, (iv) the Common Stock purchase warrants issued to investors pursuant to that certain Securities Purchase Agreement, dated December 11, 2012, by and between the Company and the investors signature thereto, (v) the Common Stock purchase warrants issued to Inovio Biomedical Corp., (vi) grants of stock options under the Company’s stock option plans, and (vii) as otherwise disclosed in the Company’s SEC Reports: (a) no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents; (b) except as a result of the purchase and sale of the Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, of or contracts, commitments, understandings or arrangements by which as of October 6, 2000, 36,950,954 shares were issued and outstanding excluding 859,497 shares of Common Stock held in the Company's treasury as of such date and (ii) 20,000,000 shares of Preferred Stock, no par value per share, of which no shares are issued and outstanding. All of the issued and outstanding shares of Common Stock, including the Shares, have been duly authorized and are validly issued, fully paid and nonassessable and not subject to the preemptive or other similar rights of the stockholders of the Company other than such rights held by Ciba. As of the date hereof, there is outstanding (i) $114,435,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Notes, due 2003, which notes are convertible into 7,238,140 shares of Common Stock and (ii) $25,625,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Debentures, due 2011, which notes are convertible into 834,147 shares of Common Stock. Except as described in the SEC Reports (as defined below) and other than pursuant to stock incentive plans approved by the Board, there are no outstanding subscription rights, options, warrants, convertible or exchangeable securities or other rights of any character whatsoever relating to issued or unissued capital stock of the Company, or any contract or agreement of any character whatsoever relating to issued or unissued capital stock of the Company or pursuant to which the Company any Subsidiary is or may become bound to issue or grant additional shares of its Common Stock or Common Stock Equivalents; and (c) the issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or related subscription rightssimilar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, optionsthe Board of Directors or others is required for the issuance and sale of the Securities. There are no stockholders agreements, warrants, convertible or exchangeable securities voting agreements or other rights, or to grant preemptive rights. Except as set forth on Schedule 2.3, and other than similar agreements with respect to Ciba, (i) the Company has not agreed to register any securities under the Securities Act or under any state securities law or granted registration rights to any Person or entity and (ii) there are no voting trusts, stockholders agreements, proxies or other contracts or agreements or understandings in effect Company’s capital stock to which the Company is a party or of which it has Knowledge with respect or, to the voting knowledge of the Company, between or transfer of among any of the outstanding shares of Common StockCompany’s stockholders.

Capitalization. As The capitalization of the Company conforms as to legal matters to the description thereof contained in the Company’s most recent periodic report filed with the Commission at least two Business Days prior to the date hereof. No securities of the Company are entitled to preemptive or similar rights, and no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. The Company has no authorized or outstanding bonds, debentures, notes or other indebtedness the holders of which have the right to vote (or convertible into, exchangeable for, or evidencing the right to subscribe for or acquire securities having the right to vote). All of the outstanding shares of capital stock of the Company consists of (i) 100,000,000 shares of Common Stock, of which as of October 6, 2000, 36,950,954 shares were issued and outstanding excluding 859,497 shares of Common Stock held in the Company's treasury as of such date and (ii) 20,000,000 shares of Preferred Stock, no par value per share, of which no shares are issued and outstanding. All of the issued and outstanding shares of Common Stock, including the Shares, have been duly authorized and are validly issued, fully paid and nonassessable nonassessable, have been issued in compliance with all federal and not subject to the state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or other similar rights to subscribe for or purchase securities. In connection with the CHS Transaction, on the Closing Date, the Company will issue Fifty Million Dollars ($50,000,000) of common stock pursuant to a private placement and such shares shall be sold at a price per share no less than the stockholders Per Share Purchase Price. Other than the Buyer Stockholder Approval, no further approval or authorization of any stockholder, the Board of Directors of the Company other than such rights held by Ciba. As or others is required for the issuance and sale of the date hereof, there is outstanding (i) $114,435,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Notes, due 2003, which notes are convertible into 7,238,140 shares of Common Stock and (ii) $25,625,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Debentures, due 2011, which notes are convertible into 834,147 shares of Common StockShares. Except as described disclosed in the SEC Reports (as defined below) and other than pursuant to stock incentive plans approved by the BoardReports, there are no outstanding subscription rightsstockholders agreements, options, warrants, convertible or exchangeable securities voting agreements or other rights of any character whatsoever relating to issued or unissued capital stock of the Company, or any contract or agreement of any character whatsoever relating to issued or unissued capital stock of the Company or pursuant to which the Company is or may become bound to issue or grant additional shares of its capital stock or related subscription rights, options, warrants, convertible or exchangeable securities or other rights, or to grant preemptive rights. Except as set forth on Schedule 2.3, and other than similar agreements with respect to Ciba, (i) the Company has not agreed to register any securities under the Securities Act or under any state securities law or granted registration rights to any Person or entity and (ii) there are no voting trusts, stockholders agreements, proxies or other contracts or agreements or understandings in effect Company’s capital stock to which the Company is a party or of which it has Knowledge with respect or, to the voting knowledge of the Company, between or transfer of among any of the outstanding shares of Common StockCompany’s stockholders.

Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 100,000,000 shares of Common Stock, of which as of October 6, 2000, 36,950,954 shares were issued and outstanding excluding 859,497 180,000,000 shares of Common Stock held in the Company's treasury as of such date and (ii) 20,000,000 shares of Preferred Stock, no $0.01 par value per shareshare ("Preferred Stock"), of which no 60,000,000 shares are of Common Stock and zero shares of Preferred Stock were issued and outstanding. All of the such outstanding shares have been validly issued and outstanding are fully paid and nonassessable. Except as disclosed in the SEC Documents, no shares of Common Stock, including the Shares, have been duly authorized and Stock are validly issued, fully paid and nonassessable and not subject to the preemptive rights or any other similar rights of or any liens or encumbrances suffered or permitted by the stockholders of Company. Except as disclosed in the Company other than such rights held by Ciba. As SEC Documents, as of the date hereof, there is outstanding (i) $114,435,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Notes, due 2003, which notes are convertible into 7,238,140 shares of Common Stock and (ii) $25,625,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Debentures, due 2011, which notes are convertible into 834,147 shares of Common Stock. Except as described in the SEC Reports (as defined below) and other than pursuant to stock incentive plans approved by the Board, there are no outstanding subscription rights, options, warrants, convertible scrip, rights to subscribe to, calls or exchangeable securities or other rights commitments of any character whatsoever relating to issued or unissued capital stock of the Companyto, or securities or rights convertible into, any contract or agreement shares of any character whatsoever relating to issued or unissued capital stock of the Company or pursuant to any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue or grant additional shares of its capital stock of the Company or related subscription rights, any of its subsidiaries or options, warrants, convertible scrip, rights to subscribe to, calls or exchangeable commitments of any character whatsoever relating to, or securities or other rightsrights convertible into, or to grant preemptive rights. Except as set forth on Schedule 2.3, and other than with respect to Ciba, (i) any shares of capital stock of the Company has not agreed to register or any securities under the Securities Act or under any state securities law or granted registration rights to any Person or entity and of its subsidiaries, (ii) there are no voting trusts, stockholders agreements, proxies or outstanding debt securities (iii) there are no outstanding registration statements other contracts or than on Form S-8 and (iv) there are no agreements or understandings in effect to arrangements under which the Company or any of its subsidiaries is a party or of which it has Knowledge with respect obligated to register the voting or transfer sale of any of their securities under the outstanding shares Securities Act (except pursuant to the Registration Rights Agreement). There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation of the transactions described herein or therein. The Company has furnished to the Investor true and correct copies of the Company's Certificate of Incorporation, as amended and as in effect on the date hereof (the "Certificate of Incorporation"), and the Company's By-laws, as in effect on the date hereof (the "By-laws"), and the terms of all securities convertible into or exercisable for Common StockStock and the material rights of the holders thereof in respect thereto.

Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 100,000,000 shares of Common Stock, par value $0.001 per share and no shares of Preferred Stock of which as of October 6, 2000, 36,950,954 shares were issued and outstanding excluding 859,497 94,036,561 shares of Common Stock held in the Company's treasury as of such date and (ii) 20,000,000 shares of Preferred Stock, no par value per share, of which no shares are were issued and outstanding. All of the such outstanding shares have been validly issued and outstanding are fully paid and nonassessable. Except as disclosed in the SEC Documents, no shares of Common Stock, including the Shares, have been duly authorized and Stock are validly issued, fully paid and nonassessable and not subject to the preemptive rights or any other similar rights of or any liens or encumbrances suffered or permitted by the stockholders of Company. Except as disclosed in the Company other than such rights held by Ciba. As SEC Documents, as of the date hereof, there is outstanding (i) $114,435,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Notes, due 2003, which notes are convertible into 7,238,140 shares of Common Stock and (ii) $25,625,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Debentures, due 2011, which notes are convertible into 834,147 shares of Common Stock. Except as described in the SEC Reports (as defined below) and other than pursuant to stock incentive plans approved by the Board, there are no outstanding subscription rights, options, warrants, convertible scrip, rights to subscribe to, calls or exchangeable securities or other rights commitments of any character whatsoever relating to issued or unissued capital stock of the Companyto, or securities or rights convertible into, any contract or agreement shares of any character whatsoever relating to issued or unissued capital stock of the Company or pursuant to any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue or grant additional shares of its capital stock of the Company or related subscription rights, any of its subsidiaries or options, warrants, convertible scrip, rights to subscribe to, calls or exchangeable commitments of any character whatsoever relating to, or securities or other rightsrights convertible into, or to grant preemptive rights. Except as set forth on Schedule 2.3, and other than with respect to Ciba, (i) any shares of capital stock of the Company has not agreed to register or any securities under the Securities Act or under any state securities law or granted registration rights to any Person or entity and of its subsidiaries, (ii) there are no voting trusts, stockholders agreements, proxies or outstanding debt securities (iii) there are no outstanding registration statements other contracts or than on Form S-8 and (iv) there are no agreements or understandings in effect to arrangements under which the Company or any of its subsidiaries is a party or of which it has Knowledge with respect obligated to register the voting or transfer sale of any of their securities under the outstanding shares Securities Act (except pursuant to the Registration Rights Agreement). There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation of the transactions described herein or therein. The Company has furnished to the Investor true and correct copies of the Company's Certificate of Incorporation, as amended and as in effect on the date hereof (the "Certificate of Incorporation"), and the Company's By-laws, as in effect on the date hereof (the "By-laws"), and the terms of all securities convertible into or exercisable for Common StockStock and the material rights of the holders thereof in respect thereto.

Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 100,000,000 300,000,000 shares of Common Stock, of which as of October 6, 2000, 36,950,954 shares were issued and outstanding excluding 859,497 shares of Common Stock held in the Company's treasury as of such date and (ii) 20,000,000 shares of Preferred Stock, no par value per share, and no shares of Preferred Stock, of which no 46,710,821 shares are of Common Stock were issued and outstanding. All of the such outstanding shares have been validly issued and outstanding are fully paid and nonassessable. Except as disclosed in the SEC Documents, no shares of Common Stock, including the Shares, have been duly authorized and Stock are validly issued, fully paid and nonassessable and not subject to the preemptive rights or any other similar rights of or any liens or encumbrances suffered or permitted by the stockholders of Company. Except as disclosed in the Company other than such rights held by Ciba. As SEC Documents, as of the date hereof, there is outstanding (i) $114,435,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Notes, due 2003, which notes are convertible into 7,238,140 shares of Common Stock and (ii) $25,625,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Debentures, due 2011, which notes are convertible into 834,147 shares of Common Stock. Except as described in the SEC Reports (as defined below) and other than pursuant to stock incentive plans approved by the Board, there are no outstanding subscription rights, options, warrants, convertible scrip, rights to subscribe to, calls or exchangeable securities or other rights commitments of any character whatsoever relating to issued or unissued capital stock of the Companyto, or securities or rights convertible into, any contract or agreement shares of any character whatsoever relating to issued or unissued capital stock of the Company or pursuant to any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue or grant additional shares of its capital stock of the Company or related subscription rights, any of its subsidiaries or options, warrants, convertible scrip, rights to subscribe to, calls or exchangeable commitments of any character whatsoever relating to, or securities or other rightsrights convertible into, or to grant preemptive rights. Except as set forth on Schedule 2.3, and other than with respect to Ciba, (i) any shares of capital stock of the Company has not agreed to register or any securities under the Securities Act or under any state securities law or granted registration rights to any Person or entity and of its subsidiaries, (ii) there are no voting trusts, stockholders agreements, proxies or outstanding debt securities (iii) there are no outstanding registration statements other contracts or than on Form S-8 and (iv) there are no agreements or understandings in effect to arrangements under which the Company or any of its subsidiaries is a party or of which it has Knowledge with respect obligated to register the voting or transfer sale of any of their securities under the outstanding shares Securities Act (except pursuant to the Registration Rights Agreement). There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation of the transactions described herein or therein. The Company has furnished to the Investor true and correct copies of the Company's Certificate of Incorporation, as amended and as in effect on the date hereof (the "Certificate of Incorporation"), and the Company's By-laws, as in effect on the date hereof (the "By-laws"), and the terms of all securities convertible into or exercisable for Common StockStock and the material rights of the holders thereof in respect thereto.

Capitalization. As The number of shares and type of all authorized, issued and outstanding capital stock, options and other securities of the Company (whether or not presently convertible into or exercisable or exchangeable for shares of capital stock of the Company) has been set forth in the SEC Reports and has changed since the date hereofof such SEC Reports only to reflect stock, stock option and warrant issuances or exercises that do not, individually or in the authorized aggregate, have a material effect on the issued and outstanding capital stock, options and other securities. All of the outstanding shares of capital stock of the Company consists of (i) 100,000,000 shares of Common Stockare duly authorized, of which as of October 6, 2000, 36,950,954 shares were issued and outstanding excluding 859,497 shares of Common Stock held in the Company's treasury as of such date and (ii) 20,000,000 shares of Preferred Stock, no par value per share, of which no shares are issued and outstanding. All of the issued and outstanding shares of Common Stock, including the Shares, have been duly authorized and are validly issued, fully paid and nonassessable non-assessable, have been issued in compliance in all material respects with all applicable federal and not subject to the state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or other similar rights to subscribe for or purchase any capital stock of the stockholders of Company. Except as specified in the Company other than such rights held SEC Reports or as contemplated by Ciba. As of the date hereof, there is outstanding Transaction Documents: (i) $114,435,000 in aggregate principal amount no shares of the Company's 7.0% Convertible Subordinated Notes, due 2003, which notes capital stock are convertible into 7,238,140 shares of Common Stock and subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; (ii) $25,625,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Debentures, due 2011, which notes are convertible into 834,147 shares of Common Stock. Except except as described in the SEC Reports (as defined below) and other than pursuant to stock incentive plans approved by the Boardset forth on Schedule 4(g), there are no outstanding subscription rights, options, warrants, convertible scrip, rights to subscribe to, calls or exchangeable securities or other rights commitments of any character whatsoever relating to issued to, or unissued securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company, or any contract contracts, commitments, understandings or agreement of any character whatsoever relating to issued or unissued capital stock of the Company or pursuant to arrangements by which the Company is or may become bound to issue or grant additional shares of its capital stock of the Company or related subscription rights, options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable securities or other rightsfor, or to grant preemptive rights. Except any shares of capital stock of the Company; (iii) except as set forth on in Schedule 2.34(j), and there are no outstanding debt securities, notes, credit agreements, credit facilities or other than with respect to Cibaagreements, (i) documents or instruments evidencing indebtedness of the Company has not agreed or by which the Company is or may become bound; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the Company; (v) there are no agreements or arrangements under which the Company is obligated to register the sale of any of their securities under the Securities Act (except the Registration Rights Agreement or under any state securities law or granted registration rights to any Person or entity and as set forth in Schedule 4(g)); (iivi) there are no voting trustsoutstanding securities or instruments of the Company or which contain any redemption or similar provisions, stockholders agreementsand there are no contracts, proxies commitments, understandings or other contracts or agreements or understandings in effect to arrangements by which the Company is or may become bound to redeem a party or of which it has Knowledge with respect to the voting or transfer of any security of the outstanding shares Company; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of Common Stockthe Shares; (viii) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) the Company has no liabilities or obligations required to be disclosed in the SEC Reports (as defined herein) but not so disclosed in the SEC Reports, other than those incurred in the ordinary course of the Company's businesses or set forth in Schedule 4(j).

Capitalization. As The number of shares and type of all authorized, issued and outstanding capital stock, options and other securities of the date hereof, Company (whether or not presently convertible into or exercisable or exchangeable for shares of capital stock of the authorized Company) is set forth in Schedule 3.1(g). All of the outstanding shares of capital stock of the Company consists of (i) 100,000,000 shares of Common Stockare duly authorized, of which as of October 6, 2000, 36,950,954 shares were issued and outstanding excluding 859,497 shares of Common Stock held in the Company's treasury as of such date and (ii) 20,000,000 shares of Preferred Stock, no par value per share, of which no shares are issued and outstanding. All of the issued and outstanding shares of Common Stock, including the Shares, have been duly authorized and are validly issued, fully paid and nonassessable non-assessable, have been issued in compliance in all material respects with all applicable federal and not subject to the state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or other similar rights to subscribe for or purchase any capital stock of the stockholders of the Company other than such rights held by CibaCompany. As of the date hereof, there is outstanding Except as set forth in Schedule 3.1(g): (i) $114,435,000 in aggregate principal amount no shares of the Company's 7.0% Convertible Subordinated Notes, due 2003, which notes ’s outstanding capital stock are convertible into 7,238,140 shares of Common Stock and subject to preemptive rights or any other similar rights; (ii) $25,625,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Debentures, due 2011, which notes are convertible into 834,147 shares of Common Stock. Except as described in the SEC Reports (as defined below) and other than pursuant to stock incentive plans approved by the Board, there are no outstanding subscription rights, options, warrants, convertible scrip, rights to subscribe to, calls or exchangeable securities or other rights commitments of any character whatsoever relating to issued to, or unissued securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company, or any contract contracts, commitments, understandings or agreement of any character whatsoever relating to issued or unissued capital stock of the Company or pursuant to arrangements by which the Company is or may become bound to issue or grant additional shares of its capital stock of the Company or related subscription rights, options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company, other than those issued or granted pursuant to Material Contracts or equity or incentive plans or arrangements described in the SEC Reports as of the Original Signing Date; (iii) there are no material outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing indebtedness of the Company or by which the Company is bound; (iv) except for registration obligations set forth in the Transaction Documents, there are no agreements or arrangements under which the Company is obligated to register the sale of any of its securities under the Securities Act; (v) there are no outstanding securities or other rights, instruments of the Company that contain any redemption or to grant preemptive rights. Except as set forth on Schedule 2.3similar provisions, and other than with respect there are no contracts, commitments, understandings or arrangements by which the Company is or may become bound to Ciba, redeem a security of the Company; (ivi) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (vii) the Company has not agreed no liabilities or obligations of any kind, whether accrued, contingent, absolute, determined, determinable or otherwise (other than liabilities or obligations disclosed in the SEC Reports or incurred in the ordinary course of business consistent with past practice since December 31, 2010), which, individually or in the aggregate, will have or would reasonably be expected to register any securities under the Securities Act or under any state securities law or granted registration rights to any Person or entity and (ii) there have a Material Adverse Effect. There are no voting trusts, stockholders agreements, proxies securities or other contracts instruments containing anti-dilution or agreements or understandings in effect to which similar provisions that will be triggered by the Company is a party or of which it has Knowledge with respect to the voting or transfer of any issuance of the outstanding shares of Common StockSecurities.

Capitalization. As (a) The whole of the allotted and issued Company Capital Stock as of the date hereof consists of (i)64,244 shares of Company Ordinary Shares and (ii) 17,898 shares of Seed Preferred Shares. The Sale Shares and the Seed Preferred Shares constitute the entire issued and to be issued share capital of the Company, are the whole of the allotted and issued shares of Company Capital Stock and have been duly authorized and validly issued, and are fully paid up and no sum is outstanding in respect of any Sale Share. Save for the Sale Shares and the Seed Preferred Shares, no Relevant Securities exist in respect of the Company (nor is there any agreement or arrangement for the creation, constitution, grant or issuance of any Relevant Securities in respect of the Company (other than the Sale Shares and the Seed Preferred Shares)). (b) Section 5.3(b) of the Disclosure Letter sets forth as of the date hereof a complete and accurate list of the holders of Company Capital Stock, showing the number of shares of such Capital Stock, and the class or series of such shares, held by each such shareholder and, with respect to shares other than Company Ordinary Shares, the number of shares of Company Ordinary Shares (if any) into which such shares are convertible. The Company holds no shares of Company Capital Stock in its treasury. All of the allotted and issued shares of Company Capital Stock have been offered, validly issued and sold by the Company in compliance and accordance with, and no transfer (or purported transfer) of any shares of Company Capital Stock has been made at any time in breach of, all applicable securities Laws and the Company’s articles of association. To the Company’s knowledge, the shares of Company Capital Stock owned as of the date hereof by each record holder listed on Section 5.3(b) of the Disclosure Letter are owned free and clear of all Liens except for restrictions on transfer under customary shareholder agreements between the holder thereof and the Company and under applicable securities Laws. (c) Section 5.3(c) of the Disclosure Letter sets forth as of the date hereof a complete and accurate list of all holders of outstanding Company Share Options, indicating, with respect to each Company Share Option, the Company Share Plan under which it was granted, the number of shares of Company Ordinary Shares subject to such Company Share Option, the exercise price, the date of grant, and the vesting schedule (including any acceleration provisions with respect thereto). Section 5.3(c) of the Disclosure Letter sets forth, as of the date hereof, a complete and accurate list of all Company Share Plans, indicating for each Company Share Plan the authorized capital stock number of the Company consists of (i) 100,000,000 shares of Common StockCompany Ordinary Shares issued thereunder, the number of which as of October 6, 2000, 36,950,954 shares were issued and outstanding excluding 859,497 shares of Common Stock held in Company Ordinary Shares subject to outstanding options thereunder and the Company's treasury as number of such date and (ii) 20,000,000 shares of Preferred Stock, no par value per share, of which no shares are issued and outstanding. All of the issued and outstanding shares of Common Stock, including the Shares, have been duly authorized and are validly issued, fully paid and nonassessable and not subject to the preemptive or other similar rights of the stockholders of the Company other than such rights held by Ciba. As of the date hereof, there is outstanding (i) $114,435,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Notes, due 2003, which notes are convertible into 7,238,140 shares of Common Stock and (ii) $25,625,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Debentures, due 2011, which notes are convertible into 834,147 shares of Common Stock. Except as described in the SEC Reports (as defined below) and other than pursuant to stock incentive plans approved by the Board, there are no outstanding subscription rights, options, warrants, convertible or exchangeable securities or other rights of any character whatsoever relating to issued or unissued capital stock of the Company, or any contract or agreement of any character whatsoever relating to issued or unissued capital stock of the Company or pursuant to which the Company is or may become bound to issue or grant additional shares of its capital stock or related subscription rights, options, warrants, convertible or exchangeable securities or other rights, or to grant preemptive rightsOrdinary Shares reserved for future issuance thereunder. Except as set forth on Schedule 2.3Section 5.3(c) of the Disclosure Letter, and there is no allotted or issued Company Share Option that has not been granted under a Company Share Plan. No Company Share Option is exercisable for any class or series of Company Capital Stock other than Company Ordinary Shares. Each Company Share Option (i) was granted in compliance with respect all applicable Laws and all terms and conditions of the applicable Company Share Plan and (ii) has an exercise price per share of Company Ordinary Share equal to Cibaor greater than the fair market value of a share of Company Ordinary Share on the date of such grant. (d) Except as set forth in this Section 5.3 or in Section 5.3(d) of the Disclosure Letter, (i) there are no allotted or issued options, warrants, rights (including conversion or preemptive rights and rights of first refusal or similar rights) or agreements, orally or in writing, to purchase or acquire from the Company any shares of Company Capital Stock, or any securities convertible into or exchangeable for shares of Company Capital Stock, (ii) the Company has no obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any shares of Capital Stock, or other equity or voting interest in, the Company or any other Person or to pay any dividend or to make any other distribution in respect of its Capital Stock, (iii) the Company has not at any time purchased, redeemed or repaid any of the Company Capital Stock or otherwise agreed to register reduce any securities under class of its issued share capital or carried out any transaction having the Securities Act or under any state securities law or granted registration rights to any Person or entity effect of a reduction of capital, and (iiiv) there are no voting trustsallotted, stockholders agreementsissued or authorized stock appreciation rights, proxies phantom stock awards or other contracts or agreements or understandings rights that are linked in effect any way to which the price of the Company is a party Capital Stock or of which it has Knowledge with respect to the voting or transfer of any value of the outstanding shares of Common StockCompany or any part thereof.

Capitalization. As Schedule 4.4 accurately and completely sets forth the capital structure of the date hereof, Company by listing thereon the authorized number of shares of capital stock of the Company consists of (i) 100,000,000 shares of Common Stock, of which as of October 6, 2000, 36,950,954 shares were are authorized and which are issued and outstanding excluding 859,497 shares and identifying the record owner of Common Stock held in each such share and which of the Company's treasury as of such date and (ii) 20,000,000 shares of Preferred Stock, no par value per share, of which no shares are issued and outstandingoutstanding Shares are represented by a certificate. All The Company Stockholders own all of the issued and outstanding shares of Common Stockcapital stock of the Company, including and all of the Sharesissued and outstanding shares of capital stock of the Company (a) are duly authorized, have been duly authorized and are validly issued, fully paid and nonassessable nonassessable, (b) are free and clear of any Liens and defects of title whatsoever, (c) are held of record and beneficially owned by the Company Stockholders, and (d) were not subject to issued in violation of the preemptive or other similar rights of any Person or any agreement or laws, statutes, orders, decrees, rules, regulations and judgments of any Governmental Body by which the stockholders Company at the time of issuance was bound. Except as set forth on Schedule 4.4, (i) there are no shares of capital stock of the Company other than such rights reserved for issuance or held by Ciba. As of the date hereofas treasury shares, there is outstanding (i) $114,435,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Notes, due 2003, which notes are convertible into 7,238,140 shares of Common Stock and (ii) $25,625,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Debentures, due 2011, which notes are convertible into 834,147 shares of Common Stock. Except as described in the SEC Reports (as defined below) and other than pursuant to stock incentive plans approved by the Board, there are no outstanding subscription options, stock appreciation rights, optionswarrants, warrantsrights, calls, commitments, conversion rights, rights of exchange, subscriptions, claims of any character, agreements, obligations, convertible or exchangeable securities or other rights of any character whatsoever plans or commitments, contingent or otherwise, relating to issued the capital stock of the Company, other than as contemplated by this Agreement, (iii) there are no outstanding Contracts of the Company and the Company Stockholders or unissued any other Person to purchase, redeem or otherwise acquire any outstanding shares of the capital stock of the Company, or any contract securities or agreement obligations of any character whatsoever relating to issued or unissued kind convertible into any shares of the capital stock of the Company or pursuant to which the Company is or may become bound to issue or grant additional shares of its capital stock or related subscription rights, options, warrants, convertible or exchangeable securities or other rights, or to grant preemptive rights. Except as set forth on Schedule 2.3Company, and other than with respect to Ciba, (i) the Company has not agreed to register any securities under the Securities Act or under any state securities law or granted registration rights to any Person or entity and (iiiv) there are no voting trusts, stockholders agreements, proxies dividends which have accrued or been declared but are currently unpaid on the capital stock of the Company. No Person (other contracts or agreements or understandings in effect to which than the Company is a party Stockholders) has made, asserted or of which it threatened (orally or in writing) to make or assert any claim that such Person owns or has Knowledge with respect any rights in or to any equity interest in the voting or transfer of any of the outstanding shares of Common StockCompany.

Capitalization. As of the date hereof, the authorized The outstanding capital stock of the Company consists of (i) 100,000,000 shares of Common Stock, of which as of October 6March 14, 2000, 36,950,954 shares were issued and outstanding excluding 859,497 shares of Common Stock held 2006 is as described in the Company's treasury ’s Annual Report on Form 10-K for the year ended December 31, 2005. The Company has not issued any capital stock since March 14, 2006 other than pursuant to the grant of equity compensation in the form of restricted shares under the Company’s Equity Compensation Plan and the exercise of outstanding warrants or stock options, in each case as of such date and (ii) 20,000,000 shares of Preferred Stock, no par value per share, of which no shares are issued and outstandingdisclosed in the SEC Reports. All of The Shares to be sold pursuant to the issued and outstanding shares of Common Stock, including the Shares, Agreements have been duly authorized authorized, and are when issued and paid for in accordance with the terms of the Agreements, will be duly and validly issued, fully paid and nonassessable and not nonassessable, subject to no lien, claim or encumbrance (except for any such lien, claim or encumbrance created, directly or indirectly, by the preemptive or other similar rights of the stockholders of the Company other than such rights held by CibaInvestor). As of the date hereof, there is The outstanding (i) $114,435,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Notes, due 2003, which notes are convertible into 7,238,140 shares of Common Stock and (ii) $25,625,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Debentures, due 2011, which notes are convertible into 834,147 shares of Common Stock. Except as described in the SEC Reports (as defined below) and other than pursuant to stock incentive plans approved by the Board, there are no outstanding subscription rights, options, warrants, convertible or exchangeable securities or other rights of any character whatsoever relating to issued or unissued capital stock of the CompanyCompany have been duly and validly issued and are fully paid and nonassessable, have been issued in compliance with the registration requirements of federal and state securities laws, and were not issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. The Company owns all of the outstanding capital stock of each Subsidiary, free and clear of all liens, claims and encumbrances. There are no outstanding rights (including, without limitation, preemptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any unissued shares of capital stock or other equity interest in the Company or any Subsidiary, or any contract contract, commitment, agreement, understanding or agreement arrangement of any character whatsoever relating kind to issued which the Company or unissued any Subsidiary is a party and providing for the issuance or sale of any capital stock of the Company or pursuant to which the Company is or may become bound to issue or grant additional shares of its capital stock or related subscription rightsany Subsidiary, options, warrants, any such convertible or exchangeable securities or other any such rights, warrants or to grant options. Without limiting the foregoing, no preemptive rights. Except as set forth on Schedule 2.3right, and co-sale right, registration right, right of first refusal or other than similar right exists with respect to Cibathe issuance and sale of the Shares, (i) except as provided in the Company has not agreed to register any securities under the Securities Act or under any state securities law or granted registration rights to any Person or entity and (ii) there Agreements. There are no voting trusts, stockholders shareholders agreements, proxies voting agreements or other contracts or similar agreements or understandings in effect with respect to the Common Stock to which the Company is a party or of which it has Knowledge with respect to the voting or transfer of any of the outstanding shares of Common Stockparty.

Capitalization. As The authorized and issued capital of the date hereof, the authorized capital stock of the Company CanniMed consists of (i) 100,000,000 an unlimited number of common shares of Common Stock, of which as of October 6, 2000, 36,950,954 shares were 24,673,523 CanniMed Shares have been validly issued and are outstanding excluding 859,497 shares of Common Stock held in the Company's treasury as of such date and (ii) 20,000,000 shares of Preferred Stock, no par value per share, of which no shares are issued and outstanding. All of the issued and outstanding shares of Common Stock, including the Shares, have been duly authorized and are validly issued, fully paid and nonassessable non-assessable shares as of January 23, 2018 and have not subject to the been issued in violation of any preemptive or other similar rights of the stockholders of the Company other than such rights held by Cibarights. As of January 23, 2018, an aggregate of up to 603,722 CanniMed Shares are issuable upon the date hereof, there is exercise of outstanding (i) $114,435,000 in aggregate principal amount of the Company's 7.0% stock options and Convertible Subordinated Notes, due 2003, which notes are convertible into 7,238,140 shares of Common Stock and (ii) $25,625,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Debentures, due 2011, which notes are convertible into 834,147 shares of Common StockSecurities. Except as described disclosed in the SEC Reports (as defined below) and other than pursuant to stock incentive plans approved by the BoardCanniMed Public Disclosure Record, there are no outstanding subscription rights, options, warrants, conversion privileges, commitments (contingent or otherwise) or other Contract or any right or privilege (whether by Law, pre-emptive or contractual) capable of becoming an agreement, for the purchase, allotment or issuance of, or subscription for, any securities of CanniMed, or any securities convertible or exchangeable into, or exercisable for, or otherwise evidencing a right to acquire, any securities of CanniMed. All securities of CanniMed (including the stock options and Convertible Securities) have been issued in compliance with all applicable corporate Laws and Securities Laws. Other than the CanniMed Shares, stock options and Convertible Securities, there are no securities of CanniMed or of any of its subsidiaries outstanding which have the right to vote generally (or are convertible into or exchangeable for securities having the right to vote generally) with the shareholders of CanniMed on any matter. There are no outstanding Contracts or other rights obligations of any character whatsoever relating CanniMed to issued or unissued capital stock of the Company, or any contract or agreement of any character whatsoever relating to issued or unissued capital stock of the Company or pursuant to which the Company is or may become bound to issue or grant additional shares of its capital stock or related subscription rights, options, warrants, convertible or exchangeable securities or other rights, or to grant preemptive rights. Except as set forth on Schedule 2.3, and other than with respect to Ciba, (i) the Company has not agreed to register repurchase, redeem or otherwise acquire any of its securities under the Securities Act or under any state securities law or granted registration rights to any Person or entity and (ii) there are no voting trusts, stockholders agreements, proxies or other contracts or agreements or understandings in effect to which the Company is a party or of which it has Knowledge with respect to the voting or transfer disposition of any of its outstanding securities, (ii) except pursuant to the Newstrike Agreement, and the Newstrike termination agreement dated January 24, 2018, make any investment in or provide any funds to (whether in the form of a loan, capital contribution or otherwise) any person in excess of $5 million in the aggregate, other than a wholly-owned subsidiary of CanniMed, or (iii) provide any guarantee with respect to any person (other than a wholly-owned subsidiary of CanniMed). There are no outstanding bonds, debentures or other evidences of indebtedness of CanniMed or any of its subsidiaries having the right to vote with the holders of the outstanding shares of Common StockCanniMed Shares on any matters.

Capitalization. As Schedule 4.3 sets forth as of the date hereof, hereof (a) the authorized capital stock of the Company consists Company; (b) the number of (i) 100,000,000 shares of Common Stock, of which as of October 6, 2000, 36,950,954 shares were issued and outstanding excluding 859,497 shares of Common Stock held in the Company's treasury as of such date and (ii) 20,000,000 shares of Preferred Stock, no par value per share, of which no shares are capital stock issued and outstanding; (c) the number of shares of capital stock issuable pursuant to the Company’s equity incentive plans; and (d) the number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Securities) exercisable for, or convertible into or exchangeable for any shares of capital stock of the Company. All of the issued and outstanding shares of Common Stock, including the Shares, Company’s capital stock have been duly authorized and validly issued and are validly issuedfully paid, fully paid and nonassessable and not subject to the preemptive or other similar free of pre-emptive rights and were issued in full compliance with applicable state, provincial and U.S. federal and Canadian securities laws and any rights of the stockholders of the Company other than such rights held by Ciba. As of the date hereof, there is outstanding (i) $114,435,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Notes, due 2003, which notes are convertible into 7,238,140 shares of Common Stock and (ii) $25,625,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Debentures, due 2011, which notes are convertible into 834,147 shares of Common Stockthird parties. Except as described on Schedule 4.3, all of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in the SEC Reports (as defined below) full compliance with applicable state and other than pursuant to stock incentive plans approved federal securities law and any rights of third parties and are owned by the BoardCompany, beneficially and of record, subject to no lien, encumbrance or other adverse claim. Except as described on Schedule 4.3, no Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of the Company. Except as described on Schedule 4.3, there are no outstanding subscription rightswarrants, options, warrants, convertible or exchangeable securities or other rights of any character whatsoever relating to issued or unissued capital stock of the Company, or any contract or agreement of any character whatsoever relating to issued or unissued capital stock of the Company or pursuant to which the Company is or may become bound to issue or grant additional shares of its capital stock or related subscription rights, options, warrants, convertible or exchangeable securities or other rights, agreements or arrangements of any character under which the Company or any of its Subsidiaries is or may be obligated to grant preemptive rightsissue any equity securities of any kind and except as contemplated by this Agreement, neither the Company nor any of its Subsidiaries is currently in negotiations for the issuance of any equity securities of any kind. Except as set forth described on Schedule 2.34.3 and except for the New Registration Rights Agreement, and there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other than with respect to Ciba, (i) agreements of any kind among the Company and any of the securityholders of the Company relating to the securities of the Company held by them. Except as described on Schedule 4.3 and except as provided in the New Registration Rights Agreement, no Person has not agreed the right to require the Company to register any securities of the Company under the Securities Act 1933 Act, whether on a demand basis or under any state in connection with the registration of securities law or granted registration rights to any Person or entity and (ii) there are no voting trusts, stockholders agreements, proxies or other contracts or agreements or understandings in effect to which of the Company is a party for its own account or of which it has Knowledge with respect to for the voting or transfer account of any other Person. Except as described on Schedule 4.3, the issuance and sale of the outstanding Securities hereunder will not obligate the Company to issue shares of Common StockStock or other securities to any other Person (other than the Investors) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. Except as described on Schedule 4.3, the Company does not have outstanding shareholder purchase rights or “poison pill” or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain events.

Capitalization. As of the date hereof, the authorized capital stock of the Company consists of one billion (i1,000,000,000) 100,000,000 shares of Common Stock, of which as of October 6, 2000, 36,950,954 shares were issued and outstanding excluding 859,497 shares of Common Stock held in the Company's treasury as of such date and (ii) 20,000,000 shares of Preferred Stock, no par value per share, of which no shares are issued and outstanding. All of the issued and outstanding shares of Common Stock, including the Shares, have been duly authorized and are validly issued, fully paid and nonassessable and not subject to the preemptive or other similar rights of the stockholders of the Company other than such rights held by Ciba. As of the date hereof, there is outstanding (i) $114,435,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Notes, due 2003, which notes are convertible into 7,238,140 shares of Common Stock and two hundred million (ii200,000,000) $25,625,000 in aggregate principal amount shares of the Company's 7.0% Convertible Subordinated Debentures’s preferred stock, due 2011, which notes are convertible into 834,147 shares of Common par value $0.001 (the “Preferred Stock”). Except as described disclosed in the SEC Reports Documents (as defined below), (i) and no shares of the Company’s capital stock are subject to preemptive rights or any other than pursuant to stock incentive plans approved similar rights or any liens or encumbrances suffered or permitted by the BoardCompany, (ii) there are no outstanding debt securities, (iii) except as disclosed in the Officer’s Certificate attached hereto as Exhibit A, there are no outstanding subscription rights, options, warrants, convertible scrip, rights to subscribe to, calls or exchangeable securities or other rights commitments of any character whatsoever relating to issued or unissued capital stock of the Companyto, or securities or rights convertible into, any contract or agreement shares of any character whatsoever relating to issued or unissued capital stock of the Company or pursuant to any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue or grant additional shares of its capital stock of the Company or related subscription rights, any of its Subsidiaries or options, warrants, convertible scrip, rights to subscribe to, calls or exchangeable commitments of any character whatsoever relating to, or securities or other rightsrights convertible into, any shares of capital stock of the Company or to grant preemptive rights. Except as set forth on Schedule 2.3, and other than with respect to Cibaany of its Subsidiaries, (iiv) there are no agreements or arrangements under which the Company has not agreed or any of its Subsidiaries is obligated to register the sale of any of their securities under the Securities Act or under any state securities law or granted (except the Registration Rights Agreement and those registration rights to any Person or entity for which a registration statement has been filed and is effective), (iiv) there are no voting trustsoutstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, stockholders agreementsand there are no contracts, proxies commitments, understandings or other contracts arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries, (vi) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities as described in this Agreement and (vii) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or understandings any similar plan or agreement. The Company has furnished to the Investor true and correct copies of the Articles of Incorporation and the Bylaws, each as in effect to which on the Company is a party date hereof, and copies of any documents containing the material rights of holders of securities convertible or of which it has Knowledge with respect exercisable for Common Stock, to the voting or transfer of any of the outstanding shares of Common Stockextent not otherwise disclosed in SEC Documents.

Capitalization. As of the date hereof, the The authorized capital stock of the Company consists of (i) 100,000,000 75,000,000 shares of Common Stock, of which as of October 6, 2000, 36,950,954 shares were issued and outstanding excluding 859,497 shares of Common Stock held in the Company's treasury as of such date and (ii) 20,000,000 shares of Preferred Stock, no par value $0.001 per share, of which no shares are issued and outstanding. All of the issued and outstanding shares of Common Stock, including the Shares, have been duly authorized and are validly issued, fully paid and nonassessable and not subject to the preemptive or other similar rights of the stockholders of the Company other than such rights held by Ciba. As of April 30, 2002, the date hereof, there is outstanding (i) $114,435,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Notes, due 2003, which notes are convertible into 7,238,140 shares of Common Stock and (ii) $25,625,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Debentures, due 2011, which notes are convertible into 834,147 Company had 30,839,078 shares of Common Stock. All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as described disclosed in the SEC Reports Documents (as defined below) and in Section 3(f)), no shares of Common Stock are subject to preemptive rights or any other than pursuant to stock incentive plans approved similar rights or any liens or encumbrances suffered or permitted by the BoardCompany. Except as disclosed in the SEC Documents, as of the date of this Agreement, (i) there are no outstanding subscription rights, options, warrants, convertible scrip, rights to subscribe to, calls or exchangeable securities or other rights commitments of any character whatsoever relating to issued or unissued capital stock of the Companyto, or securities or rights convertible into, any contract or agreement shares of any character whatsoever relating to issued or unissued capital stock of the Company or pursuant to any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue or grant additional shares of its capital stock of the Company or related subscription rights, any of its subsidiaries or options, warrants, convertible scrip, rights to subscribe to, calls or exchangeable commitments of any character whatsoever relating to, or securities or other rightsrights convertible into, or to grant preemptive rights. Except as set forth on Schedule 2.3, and other than with respect to Ciba, (i) any shares of capital stock of the Company has not agreed to register or any securities under the Securities Act or under any state securities law or granted registration rights to any Person or entity and of its subsidiaries, (ii) there are no voting trusts, stockholders agreements, proxies or other contracts or outstanding debt securities and (iii) there are no agreements or understandings in effect to arrangements under which the Company or any of its subsidiaries is a party or of which it has Knowledge with respect obligated to register the voting or transfer sale of any of their securities under the outstanding shares 1933 Act (except pursuant to the Registration Rights Agreement). There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Convertible Debentures as described in this Agreement. The Company has furnished to the Buyer true and correct copies of the Company's Certificate of Incorporation, as amended and as in effect on the date hereof (the "CERTIFICATE OF INCORPORATION"), and the Company's By-laws, as in effect on the date hereof (the "BY-LAWS"), and the terms of all securities convertible into or exercisable for Common StockStock and the material rights of the holders thereof in respect thereto other than stock options issued to employees and consultants.

Capitalization. As of the date hereof, the (a) The authorized capital stock of the Company consists of (i) 100,000,000 450,000,000 shares of Company Common Stock and (ii) 50,000,000 shares of preferred stock, par value $0.01 per share (the “Company Preferred Stock”), of which 6,900,000 shares are designated as 8.00% Series A Cumulative Redeemable Perpetual Preferred Stock (the “Company Series A Preferred Stock”). As of October 6February 22, 20002016, 36,950,954 (A) 31,853,025 shares of Company Common Stock were issued and outstanding, including 178,669 Company Restricted Shares, (B) 6,900,000 shares of Company Series A Preferred Stock were issued and outstanding excluding 859,497 and no other shares of Company Preferred Stock were issued or outstanding, (C) 1,273,795 shares of Company Common Stock held were reserved for issuance in connection with future grants of awards under any Company Equity Plan, and (D) 148,549 shares of Company Common Stock were reserved for issuance with respect to outstanding Company Restricted Shares. All of the outstanding shares of the Company's treasury as ’s stock are duly authorized, validly issued, fully paid and non-assessable, and have been issued in compliance with all applicable securities Laws, the MGCL and the Company Governing Documents. There are no bonds, debentures, notes or other Indebtedness having general voting rights (or convertible into securities having such rights) (“Company Voting Debt”) of such date and (ii) 20,000,000 shares of Preferred Stock, no par value per share, of which no shares are the Company or any Company Subsidiary issued and outstanding. All Except for the DRIP, the provisions of the Company Charter, the Company Restricted Shares and the Company Preferred Stock, there are no options, warrants, calls, pre-emptive rights, subscriptions or other rights, agreements, arrangements or commitments of any kind, including any “poison pill” or similar stockholder rights plan, relating to the issued or unissued stock of the Company, obligating the Company or any Company Subsidiary to issue, transfer or sell or cause to be issued, transferred or sold any shares of stock or Company Voting Debt of, or other equity interest in, the Company or any Company Subsidiary or securities convertible into or exchangeable for such shares or equity interests, or obligating the Company or any Company Subsidiary to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment (collectively, “Company Equity Interests”). Except as set forth in the Company Governing Documents, there are no outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any Company Common Shares or any stock of, or other Company Equity Interests in, the Company or any Company Subsidiary, or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in the Company or any Company Subsidiary. (b) Section 3.2(b) of the Company Disclosure Letter sets forth a list of all outstanding Company Restricted Shares as of February 22, 2016, including the name of the recipient and the applicable vesting schedule. (c) There are no voting trusts or other agreements to which the Company or any Company Subsidiary is a party with respect to the voting of the Company Common Stock or any stock of, or other Company Equity Interest in, the Company or Company Subsidiary. Neither the Company nor any Company Subsidiary has granted any preemptive rights, anti-dilutive rights or rights of first refusal or similar rights with respect to any of its stock or other Company Equity Interests. (d) The Company or another Company Subsidiary owns, directly or indirectly through ownership of another wholly-owned Company Subsidiary, all of the issued and outstanding shares of Common Stockstock or other Company Equity Interests of each of the Company Subsidiaries, including free and clear of any Liens (other than transfer and other restrictions under applicable federal and state securities Laws and other than, in the Sharescase of Company Subsidiaries that are immaterial to the Company, immaterial Liens), and all of such shares of stock or other Company Equity Interests have been duly authorized and validly issued and are validly issuedfully paid, fully paid and nonassessable and not subject to the preemptive or other similar rights of the stockholders of the Company other than such rights held by Cibahave been issued in compliance with all applicable securities Laws. As of the date hereof, there is outstanding (i) $114,435,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Notes, due 2003, which notes are convertible into 7,238,140 shares of Common Stock and (ii) $25,625,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Debentures, due 2011, which notes are convertible into 834,147 shares of Common Stock. Except as described in the SEC Reports (as defined below) and other than pursuant to stock incentive plans approved by the Board, there There are no outstanding subscription rights, options, warrants, convertible or exchangeable securities or other rights of any character whatsoever relating to issued or unissued capital stock of the Company, or any contract or agreement of any character whatsoever relating to issued or unissued capital stock of the Company or pursuant obligations to which the Company or any Company Subsidiary is a party (i) restricting the transfer of or may become bound to issue or grant additional shares (ii) limiting the exercise of its capital stock or related subscription rights, options, warrants, convertible or exchangeable securities or other rights, or to grant preemptive rights. Except as set forth on Schedule 2.3, and other than voting rights with respect to Cibaany Company Equity Interests in any Company Subsidiary. (e) Other than pursuant to the DRIP, (i) neither the Company has not agreed nor any Company Subsidiary is under any obligation, contingent or otherwise, by reason of any Contract to register the offer and sale or resale of any of their securities under the Securities Act Act. (f) All dividends or under any state securities law or granted registration rights to any Person or entity and (ii) there are no voting trusts, stockholders agreements, proxies or other contracts or agreements or understandings in effect to which distributions on the Company is a party Common Stock and any material dividends or distributions on any securities of any Company Subsidiary which it has Knowledge with respect have been declared prior to the voting or transfer of any of date hereof have been paid in full (except to the outstanding shares of Common Stockextent such dividends have been publicly announced and are not yet due and payable).

Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 100,000,000 750,000,000 shares of Common Stock, par value $0.001 per share and no shares of Preferred Stock of which as of October 6, 2000, 36,950,954 shares were issued and outstanding excluding 859,497 397,676,815 shares of Common Stock held in the Company's treasury as of such date and (ii) 20,000,000 shares of Preferred Stock, no par value per share, of which no shares are were issued and outstanding. All of the such outstanding shares have been validly issued and outstanding are fully paid and nonassessable. Except as disclosed in the SEC Documents, no shares of Common Stock, including the Shares, have been duly authorized and Stock are validly issued, fully paid and nonassessable and not subject to the preemptive rights or any other similar rights of or any liens or encumbrances suffered or permitted by the stockholders of Company. Except as disclosed in the Company other than such rights held by Ciba. As SEC Documents, as of the date hereof, there is outstanding (i) $114,435,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Notes, due 2003, which notes are convertible into 7,238,140 shares of Common Stock and (ii) $25,625,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Debentures, due 2011, which notes are convertible into 834,147 shares of Common Stock. Except as described in the SEC Reports (as defined below) and other than pursuant to stock incentive plans approved by the Board, there are no outstanding subscription rights, options, warrants, convertible scrip, rights to subscribe to, calls or exchangeable securities or other rights commitments of any character whatsoever relating to issued or unissued capital stock of the Companyto, or securities or rights convertible into, any contract or agreement shares of any character whatsoever relating to issued or unissued capital stock of the Company or pursuant to any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue or grant additional shares of its capital stock of the Company or related subscription rights, any of its subsidiaries or options, warrants, convertible scrip, rights to subscribe to, calls or exchangeable commitments of any character whatsoever relating to, or securities or other rightsrights convertible into, or to grant preemptive rights. Except as set forth on Schedule 2.3, and other than with respect to Ciba, (i) any shares of capital stock of the Company has not agreed to register or any securities under the Securities Act or under any state securities law or granted registration rights to any Person or entity and of its subsidiaries, (ii) there are no voting trusts, stockholders agreements, proxies or outstanding debt securities (iii) there are no outstanding registration statements other contracts or than the registration statement (SEC File No. 333-104668) to register the resales of shares issued in connection with the Equity Line of Credit Agreement between the Company and the Investor and registration statements on Form S-8 and (iv) there are no agreements or understandings in effect to arrangements under which the Company or any of its subsidiaries is a party or of which it has Knowledge with respect obligated to register the voting or transfer sale of any of their securities under the outstanding shares Securities Act (except pursuant to the Registration Rights Agreement). There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation of the transactions described herein or therein. The Company has furnished to the Investor true and correct copies of the Company's Certificate of Incorporation, as amended and as in effect on the date hereof (the "Certificate of Incorporation"), and the Company's By-laws, as in effect on the date hereof (the "By-laws"), and the terms of all securities convertible into or exercisable for Common StockStock and the material rights of the holders thereof in respect thereto.

Capitalization. As of the date hereof, The SEC Filings set forth (a) the authorized capital stock of the Company consists on the date hereof; (b) the number of (i) 100,000,000 shares of Common Stock, of which as of October 6, 2000, 36,950,954 shares were issued and outstanding excluding 859,497 shares of Common Stock held in the Company's treasury as of such date and (ii) 20,000,000 shares of Preferred Stock, no par value per share, of which no shares are capital stock issued and outstanding; (c) the number of shares of capital stock issuable pursuant to the Company’s stock plans; and (d) the number of shares of capital stock issuable and reserved for issuance pursuant to securities exercisable for, or convertible into or exchangeable for any shares of capital stock of the Company. All of the issued and outstanding shares of Common Stock, including the Shares, Company’s capital stock have been duly authorized and validly issued and are validly issuedfully paid, fully paid and nonassessable and not free of preemptive rights and were issued in full compliance with applicable state and federal securities law and any rights of third parties. All of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, were issued in full compliance with applicable state and federal securities law and any rights of third parties and are owned by the Company, beneficially and of record, subject to the no lien, encumbrance or other adverse claim. No Person is entitled to preemptive or other similar statutory or contractual rights of the stockholders of the Company other than such rights held by Ciba. As of the date hereof, there is outstanding (i) $114,435,000 in aggregate principal amount with respect to any securities of the Company's 7.0% Convertible Subordinated Notes, due 2003, which notes are convertible into 7,238,140 shares of Common Stock and (ii) $25,625,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Debentures, due 2011, which notes are convertible into 834,147 shares of Common Stock. Except as described set forth in the SEC Reports (as defined below) and other than pursuant to stock incentive plans approved by the BoardFilings, there are no outstanding subscription rightswarrants, options, warrants, convertible or exchangeable securities or other rights of any character whatsoever relating to issued or unissued capital stock of the Company, or any contract or agreement of any character whatsoever relating to issued or unissued capital stock of the Company or pursuant to which the Company is or may become bound to issue or grant additional shares of its capital stock or related subscription rights, options, warrants, convertible or exchangeable securities or other rights, agreements or arrangements of any character under which the Company or any of its Subsidiaries is or may be obligated to grant preemptive rightsissue any equity securities of any kind and except as contemplated by this Agreement, neither the Company nor any of its Subsidiaries is currently in negotiations for the issuance of any equity securities of any kind. There are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other similar agreements of any kind among the Company and any of the securityholders of the Company relating to the securities of the Company held by them. Except as set forth on Schedule 2.3for the Registration Rights Agreement, and other than with respect no Person has the right to Ciba, (i) require the Company has not agreed to register any securities of the Company under the Securities Act 1933 Act, whether on a demand basis or under any state in connection with the registration of securities law or granted registration rights to any Person or entity and (ii) there are no voting trusts, stockholders agreements, proxies or other contracts or agreements or understandings in effect to which of the Company is a party for its own account or of which it has Knowledge with respect to for the voting or transfer account of any other Person. The issuance and sale of the outstanding Shares will not obligate the Company to issue shares of Common StockStock or other securities to any other Person (other than the Investors) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. The Company does not have outstanding stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain events.

Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 100,000,000 500,000,000 shares of Common Stock, par value $0.001 per share and 50,000,000 shares of Preferred Stock of which as of October 6, 2000, 36,950,954 shares were issued and outstanding excluding 859,497 63,951,360 shares of Common Stock held in the Company's treasury as of such date and (ii) 20,000,000 0 shares of Preferred Stock, no par value per share, of which no shares are Stock were issued and outstanding. All of the such outstanding shares have been validly issued and outstanding are fully paid and nonassessable. Except as disclosed in the SEC Documents and preemptive rights granted in the HoMedics Transaction Documents, no shares of Common Stock, including the Shares, have been duly authorized and Stock are validly issued, fully paid and nonassessable and not subject to the preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents, the HoMedics Transaction Documents, and pursuant to any restructuring of the stockholders HoMedics Transaction Documents, as of the date hereof, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, (ii) there are no outstanding debt securities (iii) there are no outstanding registration statements other than such on Form S-8 and (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except pursuant to the Registration Rights Agreement). Except for the preemptive rights held granted in the HoMedics Transaction Documents, there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by Cibathis Agreement or any related agreement or the consummation of the transactions described herein or therein. As of the date hereof, there is outstanding (i) $114,435,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Notes, due 2003, which notes are convertible into 7,238,140 Company has granted HoMedics warrants to purchase shares of Common Stock and (ii) $25,625,000 in aggregate principal amount following a potential restructuring of the Company's 7.0% Convertible Subordinated DebenturesHoMedics transaction Documents, due 2011, which notes are convertible into 834,147 HoMedics could be granted additional warrants to purchase shares of Common Stock. Except as described in The Company has furnished to the SEC Reports (as defined below) Investor true and other than pursuant to stock incentive plans approved by the Board, there are no outstanding subscription rights, options, warrants, convertible or exchangeable securities or other rights of any character whatsoever relating to issued or unissued capital stock correct copies of the Company's Certificate of Incorporation, as amended and as in effect on the date hereof (the "Certificate of Incorporation"), and the Company's By-laws, as in effect on the date hereof (the "By-laws"), and the terms of all securities convertible into or any contract or agreement of any character whatsoever relating to issued or unissued capital stock exercisable for Common Stock and the material rights of the Company or pursuant to which the Company is or may become bound to issue or grant additional shares of its capital stock or related subscription rights, options, warrants, convertible or exchangeable securities or other rights, or to grant preemptive rights. Except as set forth on Schedule 2.3, and other than with holders thereof in respect to Ciba, (i) the Company has not agreed to register any securities under the Securities Act or under any state securities law or granted registration rights to any Person or entity and (ii) there are no voting trusts, stockholders agreements, proxies or other contracts or agreements or understandings in effect to which the Company is a party or of which it has Knowledge with respect to the voting or transfer of any of the outstanding shares of Common Stockthereto.

Capitalization. As of the date hereof, the The authorized capital stock of the Company consists of (i) 100,000,000 shares of Common Stock, of which as of October 6par value $0.0001, 2000, 36,950,954 shares were issued and outstanding excluding 859,497 shares of Common Stock held in the Company's treasury as of such date and (ii) 20,000,000 shares of Preferred Stock, no par value per share, $.0001 ("Preferred Stock") of which no 34,631,211 shares of Common Stock and zero shares of Preferred Stock are issued and outstanding. All of the such outstanding shares have been validly issued and outstanding are fully paid and nonassessable. No shares of Common Stock, including the Shares, have been duly authorized and Stock are validly issued, fully paid and nonassessable and not subject to the preemptive rights or any other similar rights of or any liens or encumbrances suffered or permitted by the stockholders of the Company other than such rights held by CibaCompany. As of the date hereofof this Agreement, there is outstanding except as set for on Schedule 3(c), (i) $114,435,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Notes, due 2003, which notes are convertible into 7,238,140 shares of Common Stock and (ii) $25,625,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Debentures, due 2011, which notes are convertible into 834,147 shares of Common Stock. Except as described in the SEC Reports (as defined below) and other than pursuant to stock incentive plans approved by the Board, there are no outstanding subscription rights, options, warrants, convertible scrip, rights to subscribe to, calls or exchangeable securities or other rights commitments of any character whatsoever relating to issued or unissued capital stock of the Companyto, or securities or rights convertible into, any contract or agreement shares of any character whatsoever relating to issued or unissued capital stock of the Company or pursuant to any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue or grant additional shares of its capital stock of the Company or related subscription rights, any of its subsidiaries or options, warrants, convertible scrip, rights to subscribe to, calls or exchangeable commitments of any character whatsoever relating to, or securities or other rightsrights convertible into, or to grant preemptive rights. Except as set forth on Schedule 2.3, and other than with respect to Ciba, (i) any shares of capital stock of the Company has not agreed to register or any securities under the Securities Act or under any state securities law or granted registration rights to any Person or entity and of its subsidiaries, (ii) there are no voting trusts, stockholders agreements, proxies or other contracts or outstanding debt securities and (iii) there are no agreements or understandings in effect to arrangements under which the Company or any of its subsidiaries is a party or of which it has Knowledge with respect obligated to register the voting or transfer sale of any of their securities under the Securities Act (except pursuant to the Registration Rights Agreement) and (iv) there are no outstanding shares registration statements and there are no outstanding comment letters from the SEC or any other regulatory agency. Except as set for on Schedule 3(c), there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Convertible Debentures as described in this Agreement. The Company has furnished to the Buyer true and correct copies of the Company's Articles of Incorporation, as amended and as in effect on the date hereof (the "Articles of Incorporation"), and the Company's By-laws, as in effect on the date hereof (the "By-laws"), and the terms of all securities convertible into or exercisable for Common StockStock and the material rights of the holders thereof in respect thereto other than stock options issued to employees and consultants.

Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 100,000,000 5,000,000,000 shares of Common Stock, par value $0.001 per share and no shares of Preferred Stock of which as of October 6, 2000, 36,950,954 shares were issued and outstanding excluding 859,497 55,943,751 shares of Common Stock held in the Company's treasury as of such date and (ii) 20,000,000 shares of Preferred Stock, no par value per share, of which no shares are were issued and outstanding. All of the such outstanding shares have been validly issued and outstanding are fully paid and nonassessable. Except as disclosed in the SEC Documents, no shares of Common Stock, including the Shares, have been duly authorized and Stock are validly issued, fully paid and nonassessable and not subject to the preemptive rights or any other similar rights of or any liens or encumbrances suffered or permitted by the stockholders of Company. Except as disclosed in the Company other than such rights held by Ciba. As SEC Documents, as of the date hereof, there is outstanding (i) $114,435,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Notes, due 2003, which notes are convertible into 7,238,140 shares of Common Stock and (ii) $25,625,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Debentures, due 2011, which notes are convertible into 834,147 shares of Common Stock. Except as described in the SEC Reports (as defined below) and other than pursuant to stock incentive plans approved by the Board, there are no outstanding subscription rights, options, warrants, convertible scrip, rights to subscribe to, calls or exchangeable securities or other rights commitments of any character whatsoever relating to issued or unissued capital stock of the Companyto, or securities or rights convertible into, any contract or agreement shares of any character whatsoever relating to issued or unissued capital stock of the Company or pursuant to any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue or grant additional shares of its capital stock of the Company or related subscription rights, any of its subsidiaries or options, warrants, convertible scrip, rights to subscribe to, calls or exchangeable commitments of any character whatsoever relating to, or securities or other rightsrights convertible into, or to grant preemptive rights. Except as set forth on Schedule 2.3, and other than with respect to Ciba, (i) any shares of capital stock of the Company has not agreed to register or any securities under the Securities Act or under any state securities law or granted registration rights to any Person or entity and of its subsidiaries, (ii) there are no voting trusts, stockholders agreements, proxies or outstanding debt securities (iii) there are no outstanding registration statements other contracts or than on Form S-8 and (iv) there are no agreements or understandings in effect to arrangements under which the Company or any of its subsidiaries is a party or of which it has Knowledge with respect obligated to register the voting or transfer sale of any of their securities under the outstanding shares Securities Act (except pursuant to the Registration Rights Agreement). There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation of the transactions described herein or therein. The Company has furnished to the Investor true and correct copies of the Company's Certificate of Incorporation, as amended and as in effect on the date hereof (the "Certificate of Incorporation"), and the Company's By-laws, as in effect on the date hereof (the "By-laws"), and the terms of all securities convertible into or exercisable for Common StockStock and the material rights of the holders thereof in respect thereto.

Capitalization. As of the date hereofSeptember 30, 2004, the authorized capital stock of the Company consists of (i) 100,000,000 50,000,000 shares of Common Stock, of which as of October 6, 2000, 36,950,954 shares were issued and outstanding excluding 859,497 shares of Common Stock held in the Company's treasury as of such date and (ii) 20,000,000 shares of Preferred Stock, no par value $0.0001 per share, of which no 6,030,655 shares of Common Stock are issued and outstanding. All of the such outstanding shares have been validly issued and outstanding are fully paid and nonassessable. Except as disclosed in the SEC Documents, no shares of Common Stock, including the Shares, have been duly authorized and Stock are validly issued, fully paid and nonassessable and not subject to the preemptive rights or any other similar rights of or any liens or encumbrances suffered or permitted by the stockholders of Company. Except as disclosed in the Company other than such rights held by Ciba. As SEC Documents, as of the date hereof, there is outstanding (i) $114,435,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Notes, due 2003, which notes are convertible into 7,238,140 shares of Common Stock and (ii) $25,625,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Debentures, due 2011, which notes are convertible into 834,147 shares of Common Stock. Except as described in the SEC Reports (as defined below) and other than pursuant to stock incentive plans approved by the Board, there are no outstanding subscription rights, options, warrants, convertible scrip, rights to subscribe to, calls or exchangeable securities or other rights commitments of any character whatsoever relating to issued or unissued capital stock of the Companyto, or securities or rights convertible into, any contract or agreement shares of any character whatsoever relating to issued or unissued capital stock of the Company or pursuant to any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue or grant additional shares of its capital stock of the Company or related subscription rights, any of its subsidiaries or options, warrants, convertible scrip, rights to subscribe to, calls or exchangeable commitments of any character whatsoever relating to, or securities or other rightsrights convertible into, or to grant preemptive rights. Except as set forth on Schedule 2.3, and other than with respect to Ciba, (i) any shares of capital stock of the Company has not agreed to register or any securities under the Securities Act or under any state securities law or granted registration rights to any Person or entity and of its subsidiaries, (ii) there are no voting trusts, stockholders agreements, proxies or outstanding debt securities (iii) there are no outstanding registration statements other contracts or than on Form S-8 and (iv) there are no agreements or understandings in effect to arrangements under which the Company or any of its subsidiaries is a party or of which it has Knowledge with respect obligated to register the voting or transfer sale of any of their securities under the outstanding shares Securities Act (except pursuant to the Registration Rights Agreement). There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation of the transactions described herein or therein. The Company has furnished to the Investor true and correct copies of the Company's Certificate of Incorporation, as amended and as in effect on the date hereof (the "Certificate of Incorporation"), and the Company's By-laws, as in effect on the date hereof (the "By-laws"), and the terms of all securities convertible into or exercisable for Common StockStock and the material rights of the holders thereof in respect thereto.

Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 100,000,000 110,000,000 shares of Common Stock, of which as of October 6the date hereof, 2000, 36,950,954 shares were issued and outstanding excluding 859,497 shares of Common Stock held in the Company's treasury as of such date and (ii) 20,000,000 shares of Preferred Stock, no par value per share, of which no 41,599,652 shares are issued and outstanding. All of outstanding and 7,826,557 shares are issuable and reserved for issuance pursuant to the issued and outstanding Company's stock option plans or securities exercisable or exchangeable for, or convertible into, shares of Common Stock. All of such outstanding shares have been, including the Sharesor upon issuance will be, have been duly authorized and are validly issued, fully paid and nonassessable and not subject to the preemptive or other similar rights of the stockholders of the Company other than such rights held by Cibanonassessable. As of the date hereof, there is outstanding except as disclosed in Schedule 2.1(c), (i) $114,435,000 in aggregate principal amount no shares of the Company's 7.0% Convertible Subordinated Notescapital stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company, due 2003, which notes are convertible into 7,238,140 shares of Common Stock and (ii) $25,625,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Debentures, due 2011, which notes are convertible into 834,147 shares of Common Stock. Except as described in the SEC Reports (as defined below) and other than pursuant to stock incentive plans approved by the Board, there are no outstanding subscription rightsdebt securities, (iii) there are no outstanding options, warrants, convertible scrip, rights to subscribe to, calls or exchangeable securities or other rights commitments of any character whatsoever relating to issued or unissued capital stock of the Companyto, or securities or rights convertible into, any contract or agreement shares of any character whatsoever relating to issued or unissued capital stock of the Company or pursuant to any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue or grant additional shares of its capital stock of the Company or related subscription rights, any of its subsidiaries or options, warrants, convertible scrip, rights to subscribe to, calls or exchangeable commitments of any character whatsoever relating to, or securities or other rightsrights convertible into, any shares of capital stock of the Company or to grant preemptive rights. Except as set forth on Schedule 2.3, and other than with respect to Cibaany of its Subsidiaries, (iiv) there are no agreements or arrangements under which the Company has not agreed or any of its Subsidiaries is obligated to register the sale of any of their securities under the Securities Act of 1933, as amended ("SECURITIES ACT" or under any state securities law or granted registration rights to any Person or entity and "1933 ACT") (iiexcept the Registration Rights Agreement), (v) there are no voting trustsoutstanding securities of the Company or any of its Subsidiaries which contain any redemption or similar provisions, stockholders agreementsand there are no contracts, proxies commitments, understandings or other contracts or agreements or understandings in effect to arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a party security of the Company or any of which it its Subsidiaries, and (vi) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance or exercise of the Note or Warrant as described in this Agreement. The Company has Knowledge with respect furnished to the voting or transfer of any Purchaser true and correct copies of the Company's Certificate of Incorporation, as amended and as in effect on the date hereof (the "CERTIFICATE OF INCORPORATION"), and the Company's By-laws, as in effect on the date hereof (the "BY-LAWS"), and the terms of all securities convertible or exchangeable into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto. Schedule 2.1(c) also lists all outstanding shares debt of Common Stockthe Company with sufficient detail acceptable to Purchaser.

Capitalization. As of the date hereof, the The Company has authorized capital stock of the Company consists of (i) 100,000,000 50,000,000 shares of Common Stock, of which there are 15,111,097 shares issued and outstanding as of October 6June 9, 2000, 36,950,954 shares were issued and outstanding excluding 859,497 7,500,000 shares of Common Stock held in the Company's treasury as of such date and (ii) 20,000,000 shares of Preferred Stockpreferred stock, no $0.01 par value per share, none of which no shares are issued and outstanding. All of the issued and outstanding shares of Common Stock, including the Shares, have been Stock were duly authorized and validly issued and are validly issued, fully paid and nonassessable and not subject to the preemptive or other similar rights non-assessable. None of the stockholders of the Company other than such rights held by Ciba. As of the date hereof, there is outstanding (i) $114,435,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Notes, due 2003, which notes are convertible into 7,238,140 shares of Common Stock and (ii) $25,625,000 have been issued in aggregate principal amount violation of any preemptive rights of the current or past shareholders of the Company's 7.0% Convertible Subordinated Debentures, due 2011, which notes are convertible into 834,147 shares of Common Stock. Except as described set forth in the Company SEC Reports (as defined below) Documents or on SCHEDULE 10.6, and other than pursuant except for shares that may be issued in connection with completed or pending acquisitions and financings or options or warrants issued to, or to stock incentive plans approved by the Boardbe issued to, SJMB, there are no outstanding subscription rights, options, warrantswarrants or rights to subscribe for, convertible or exchangeable securities or other rights commitments of any character whatsoever relating to issued to, or unissued capital stock securities or rights convertible into or exchangeable for, shares of the Company, or any contract or agreement of any character whatsoever relating to issued or unissued capital stock of the Company or pursuant to contracts, commitments, understandings or arrangements by which the Company is or may become bound be obligated to issue or grant additional shares of its capital stock or related subscription rights, options, warrants, convertible or exchangeable securities rights to purchase or other rightsacquire any additional shares of its capital stock. All of the Common Stock issued on the exercise of the Warrants will be fully paid, or to grant non-assessable and free and clear of any preemptive rightsrights and Encumbrances. Except as set forth on Schedule 2.3As used in this Reimbursement Agreement, the term "Encumbrance" means and other than with respect to Ciba, includes (i) any security interest, mortgage, deed of trust, lien, charge, pledge, proxy, adverse claim, equity, power of attorney, or restriction of any kind, including but not limited to, any restriction or servitude on the Company has not agreed to register use, transfer, receipt of income, or other exercise of any securities under the Securities Act or under any state securities law or granted registration rights to any Person or entity attributes of ownership, and (ii) there are no voting trustsany notice of pledge registered with any financial intermediary or broker, stockholders agreements, proxies any Uniform Commercial Code financing statement or other contracts public filing, notice or agreements record that by its terms purports to evidence or understandings in effect to which the Company is a party or of which it has Knowledge with respect to the voting or transfer notify interested parties of any of the outstanding shares of Common Stockmatters referred to in clause (i) that has not been terminated or released by another proper filing, notice or record.

Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 100,000,000 shares of Common Stock, par value $0.001 per share and 20,000,000 shares of Preferred Stock of which as of October 6, 2000, 36,950,954 shares were issued and outstanding excluding 859,497 50,150,388 shares of Common Stock held in the Company's treasury as of such date and (ii) 20,000,000 no shares of Preferred Stock, no par value per share, of which no shares are Stock were issued and outstanding. All of the such outstanding shares have been validly issued and outstanding shares of Common Stock, including the Shares, have been duly authorized and are validly issued, fully paid and nonassessable and not subject to nonassessable. Except as disclosed in the preemptive or other similar rights of the stockholders of the Company other than such rights held by Ciba. As of the date hereofSEC Documents, there is outstanding (i) $114,435,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Notes, due 2003, which notes are convertible into 7,238,140 no shares of Common Stock and (ii) $25,625,000 in aggregate principal amount of are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company's 7.0% Convertible Subordinated Debentures, due 2011, which notes are convertible into 834,147 shares of Common Stock. Except as described disclosed in the SEC Reports Documents, as of the date hereof and except for an obligation to issue 1,000,000 shares of restricted Common Stock (as defined belowi) and other than pursuant to stock incentive plans approved by the Board, there are no outstanding subscription rights, options, warrants, convertible scrip, rights to subscribe to, calls or exchangeable securities or other rights commitments of any character whatsoever relating to issued or unissued capital stock of the Companyto, or securities or rights convertible into, any contract or agreement shares of any character whatsoever relating to issued or unissued capital stock of the Company or pursuant to any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue or grant additional shares of its capital stock of the Company or related subscription rights, any of its subsidiaries or options, warrants, convertible scrip, rights to subscribe to, calls or exchangeable commitments of any character whatsoever relating to, or securities or other rightsrights convertible into, or to grant preemptive rights. Except as set forth on Schedule 2.3, and other than with respect to Ciba, (i) any shares of capital stock of the Company has not agreed to register or any securities under the Securities Act or under any state securities law or granted registration rights to any Person or entity and of its subsidiaries, (ii) there are no voting trusts, stockholders agreements, proxies outstanding debt securities (iii) there are no outstanding registration statements and there are no outstanding comment letters from the SEC or any other contracts or regulatory agency and (iv) there are no agreements or understandings in effect to arrangements under which the Company or any of its subsidiaries is a party or of which it has Knowledge with respect obligated to register the voting or transfer sale of any of their securities under the outstanding shares Securities Act (except pursuant to the Registration Rights Agreement). There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation of the transactions described herein or therein. The Company has furnished to the Investor true and correct copies of the Company's Certificate of Incorporation, as amended and as in effect on the date hereof (the "Certificate of Incorporation"), and the Company's By-laws, as in effect on the date hereof (the "By-laws"), and the terms of all securities convertible into or exercisable for Common StockStock and the material rights of the holders thereof in respect thereto.

Capitalization. As of the date hereof, the authorized capital stock of the Company consists is set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the Commission on March 12, 2024. The Company’s disclosure of (i) 100,000,000 shares of Common Stock, of which as of October 6, 2000, 36,950,954 shares were its issued and outstanding excluding 859,497 shares of Common Stock held capital stock in the Company's treasury its most recent SEC Report containing such disclosure was accurate in all material respects as of the date indicated in such date and (ii) 20,000,000 shares of Preferred Stock, no par value per share, of which no shares are issued and outstandingSEC Report. All of the issued and outstanding shares of Common Stock, including capital stock of the Shares, Company have been duly authorized and are validly issued, are fully paid and nonassessable and not subject to the preemptive or other similar rights are non-assessable. None of the stockholders issued and outstanding shares of the Company other than such rights held were issued in violation of any preemptive rights, and no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by Cibathe Transaction Documents. As of the date hereof, there is outstanding (i) $114,435,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Notes, due 2003, which notes are convertible into 7,238,140 shares of Common Stock and (ii) $25,625,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Debentures, due 2011, which notes are convertible into 834,147 shares of Common Stock. Except except as described disclosed in the SEC Reports or as provided in any of the Transaction Documents, (as defined belowi) and no shares of the Company’s capital stock are subject to preemptive rights or any other than pursuant to stock similar rights or any Liens or encumbrances suffered or permitted by the Company, (ii) there are no outstanding debt securities, (iii) except for outstanding securities of the Company under the equity incentive plans approved by of the BoardCompany (the “Stock Plans”), there are no outstanding subscription rights, options, warrants, convertible scrip, rights to subscribe to, calls or exchangeable securities or other rights commitments of any character whatsoever relating to issued or unissued capital stock of the Companyto, or securities or rights convertible into, any contract or agreement shares of any character whatsoever relating to issued or unissued capital stock of the Company or pursuant to any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue or grant additional shares of its capital stock of the Company or related subscription rights, any of its Subsidiaries or options, warrants, convertible scrip, rights to subscribe to, calls or exchangeable commitments of any character whatsoever relating to, or securities or other rightsrights convertible into, any shares of capital stock of the Company or to grant preemptive rights. Except as set forth on Schedule 2.3, and other than with respect to Cibaany of its Subsidiaries, (iiv) except as disclosed in the SEC Reports, there are no agreements or arrangements under which the Company has not agreed or any of its Subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except the Registration Rights Agreement), (v) except as disclosed in the SEC Reports, there are no outstanding securities or under instruments of the Company or any state securities law of its Subsidiaries which contain any redemption or granted registration rights similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any Person or entity and of its Subsidiaries, (iivi) there are no voting trusts, stockholders agreements, proxies securities or other contracts instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Shares as described in this Agreement and (vii) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or understandings in effect any similar plan or agreement. The Company has made available to which the Purchaser true and correct copies of the Company’s certificate of incorporation and bylaws, and summaries of the material terms of all securities convertible into or exercisable for Common Stock, if any (other than outstanding securities of the Company is a party or of which it has Knowledge with respect to under the voting or transfer Stock Plans), and copies of any documents containing the material rights of the outstanding shares holders of Common Stocksuch securities in respect thereto that are not disclosed in the SEC Reports.

Capitalization. As of the date hereofThe authorized, the authorized issued and outstanding capital stock of the Company consists on the date hereof, and will on the Closing Date consist solely of (i) 100,000,000 1,000 shares of Common Stock, of which as of October 6, 2000, 36,950,954 shares were issued and outstanding excluding 859,497 shares of Common Stock held in the Company's treasury as of such date and (ii) 20,000,000 shares of Preferred Stock, having no par value per sharevalue, of which no 520.824 shares are issued and outstandingoutstanding and owned by the Stockholders, as set forth on Schedule A, free and clear of all Claims, in each case with no personal liability attaching to the ownership thereof. All of the issued and outstanding such shares of Common Stockare duly authorized, including the Shares, have been duly authorized and are validly issued, fully paid and nonassessable and not subject to the preemptive or other similar rights were issued in full compliance with all federal, state and local rules, laws and regulations. The designations, powers, preferences, rights, qualifications, limitations and restrictions in respect of the stockholders each class and series of authorized capital stock of the Company other than are as set forth in the Company’s Articles of Incorporation, as amended (the “Company Articles of Incorporation”), and all such rights designations, powers, preferences, rights, qualifications, limitations and restrictions are valid, binding and enforceable in accordance with all applicable laws. There are, and at the Closing Date there will be, no shares held by Cibain the corporate treasury of the Company and no shares reserved for issuance. As of the date hereofhereof there are, there is outstanding (i) $114,435,000 in aggregate principal amount and as of the Company's 7.0% Convertible Subordinated NotesClosing Date there will be, due 2003, which notes are convertible into 7,238,140 shares of Common Stock and (ii) $25,625,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Debentures, due 2011, which notes are convertible into 834,147 shares of Common Stock. Except as described in the SEC Reports (as defined below) and other than pursuant to stock incentive plans approved by the Board, there are no outstanding subscription rightssubscriptions, options, warrants, rights, calls or convertible securities, stock appreciation rights (phantom or exchangeable securities otherwise), phantom stock rights, joint venture, partnership or other rights commitments of any character whatsoever nature relating to issued or unissued shares of the capital stock of the Company, or any contract or agreement other than 254.817 treasury shares reserved by the Company for the issuance of any character whatsoever relating to issued or unissued capital phantom stock of which shares of phantom stock, 40.245 are currently outstanding as of the date hereof and none of which will be outstanding as of the Closing Date. As of the date hereof there is, and as of the Closing Date the Company will have, no obligation (contingent or pursuant other) to which the Company is issue, sell or may otherwise cause to become bound outstanding any of its capital stock, or to issue purchase, redeem or grant additional shares otherwise acquire any of its capital stock or related subscription rights, options, warrants, convertible or exchangeable securities or other rights, any interest therein or to grant preemptive rightspay any dividend or make any other distribution in respect thereof. Except as set forth on Schedule 2.3, and other than with respect to Ciba, (i) the Company has not agreed to register any securities under the Securities Act or under any state securities law or granted registration rights to any Person or entity and (ii) there There are no voting trusts, stockholders agreements, proxies or other contracts or agreements or understandings in effect to which the Company is a party or of which it has Knowledge with respect to the voting or transfer of any of the outstanding shares Company’s capital stock, other than a power of Common Stockattorney signed by each Stockholder in favor of ▇▇▇▇▇ ▇. ▇▇▇▇▇ and naming him as such Stockholder’s attorney-in-fact.

Capitalization. As of the date hereof, the The authorized capital stock of the Company consists of (i) 100,000,000 shares of Common Stock, of which as of October 6, 2000, 36,950,954 shares were issued and outstanding excluding 859,497 75,000,000 shares of Common Stock held in the Company's treasury as of such date and (ii) 20,000,000 5,000,000 shares of Preferred Stock, no $0.001 par value per shareshare (“Preferred Stock”), of which 61,910,000 shares of Common Stock and no shares of Preferred Stock are issued and outstanding. All of the such outstanding shares have been validly issued and outstanding are fully paid and nonassessable. Except as disclosed in the SEC Documents, no shares of Common Stock, including the Shares, have been duly authorized and Stock are validly issued, fully paid and nonassessable and not subject to the preemptive rights or any other similar rights of or any liens or encumbrances suffered or permitted by the stockholders of Company. Except as disclosed in the Company other than such rights held by Ciba. As SEC Documents, as of the date hereof, there is outstanding (i) $114,435,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Notes, due 2003, which notes are convertible into 7,238,140 shares of Common Stock and (ii) $25,625,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Debentures, due 2011, which notes are convertible into 834,147 shares of Common Stock. Except as described in the SEC Reports (as defined below) and other than pursuant to stock incentive plans approved by the Board, there are no outstanding subscription rights, options, warrants, convertible scrip, rights to subscribe to, calls or exchangeable securities or other rights commitments of any character whatsoever relating to issued or unissued capital stock of the Companyto, or securities or rights convertible into, any contract or agreement shares of any character whatsoever relating to issued or unissued capital stock of the Company or pursuant to any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue or grant additional shares of its capital stock of the Company or related subscription rights, any of its subsidiaries or options, warrants, convertible scrip, rights to subscribe to, calls or exchangeable commitments of any character whatsoever relating to, or securities or other rightsrights convertible into, or to grant preemptive rights. Except as set forth on Schedule 2.3, and other than with respect to Ciba, (i) any shares of capital stock of the Company has not agreed to register or any securities under the Securities Act or under any state securities law or granted registration rights to any Person or entity and of its subsidiaries, (ii) there are no voting trusts, stockholders agreements, proxies or outstanding debt securities (iii) there are no outstanding registration statements other contracts or than on Form S-8 and (iv) there are no agreements or understandings in effect to arrangements under which the Company or any of its subsidiaries is a party or of which it has Knowledge with respect obligated to register the voting or transfer sale of any of their securities under the outstanding shares Securities Act (except pursuant to the Registration Rights Agreement). There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation of the transactions described herein or therein. The Company has furnished to the Investor true and correct copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common StockStock and the material rights of the holders thereof in respect thereto.

Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 100,000,000 shares of Common Stock, par value $0.001 per share and 10,000,000 shares of Preferred Stock of which as of October 6, 2000, 36,950,954 shares were issued and outstanding excluding 859,497 26,429,802 shares of Common Stock held in the Company's treasury as of such date and (ii) 20,000,000 no shares of Preferred Stock, no par value per share, of which no shares are Stock were issued and outstanding. All of the such outstanding shares have been validly issued and outstanding are fully paid and nonassessable. Except as disclosed in the SEC Documents, no shares of Common Stock, including the Shares, have been duly authorized and Stock are validly issued, fully paid and nonassessable and not subject to the preemptive rights or any other similar rights of or any liens or encumbrances suffered or permitted by the stockholders of Company. Except as disclosed in the Company other than such rights held by Ciba. As SEC Documents, as of the date hereof, there is outstanding (i) $114,435,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Notes, due 2003, which notes are convertible into 7,238,140 shares of Common Stock and (ii) $25,625,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Debentures, due 2011, which notes are convertible into 834,147 shares of Common Stock. Except as described in the SEC Reports (as defined below) and other than pursuant to stock incentive plans approved by the Board, there are no outstanding subscription rights, options, warrants, convertible scrip, rights to subscribe to, calls or exchangeable securities or other rights commitments of any character whatsoever relating to issued or unissued capital stock of the Companyto, or securities or rights convertible into, any contract or agreement shares of any character whatsoever relating to issued or unissued capital stock of the Company or pursuant to any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue or grant additional shares of its capital stock of the Company or related subscription rights, any of its subsidiaries or options, warrants, convertible scrip, rights to subscribe to, calls or exchangeable commitments of any character whatsoever relating to, or securities or other rightsrights convertible into, or to grant preemptive rights. Except as set forth on Schedule 2.3, and other than with respect to Ciba, (i) any shares of capital stock of the Company has not agreed to register or any securities under the Securities Act or under any state securities law or granted registration rights to any Person or entity and of its subsidiaries, (ii) there are no voting trusts, stockholders agreements, proxies or outstanding debt securities (iii) there are no outstanding registration statements other contracts or than on Form S-8 and (iv) there are no agreements or understandings in effect to arrangements under which the Company or any of its subsidiaries is a party or of which it has Knowledge with respect obligated to register the voting or transfer sale of any of their securities under the outstanding shares Securities Act (except pursuant to the Registration Rights Agreement). There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation of the transactions described herein or therein. The Company has furnished to the Investor true and correct copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common StockStock and the material rights of the holders thereof in respect thereto.

Capitalization. As of the date hereof, the The authorized capital stock of the Company consists of (i) 100,000,000 and the shares of Common Stock, of which as of October 6, 2000, 36,950,954 shares were thereof issued and outstanding excluding 859,497 were as set forth in the Disclosure Documents as of the dates reflected therein. All of the outstanding shares of Common Stock held in the Company's treasury as of such date and (ii) 20,000,000 shares of Preferred Stock, no par value per share, of which no shares are issued and outstanding. All of the issued and outstanding shares of Common Stock, including the Shares, have been duly authorized and validly issued and are validly issued, fully paid and nonassessable non-assessable. Except as set forth in the Disclosure Documents, this Agreement and not subject to the preemptive Registration Rights Agreement, there are no agreements or other similar rights of the stockholders of arrangements under which the Company other than such rights held by Cibais obligated to register the sale of any securities under the Securities Act. As of Except as set forth in the date hereofDisclosure Documents, there is outstanding (i) $114,435,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Notes, due 2003, which notes are convertible into 7,238,140 no shares of Common Stock are entitled to preemptive rights and (ii) $25,625,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Debentures, due 2011, which notes are convertible into 834,147 shares of Common Stock. Except as described in the SEC Reports (as defined below) and other than pursuant to stock incentive plans approved by the Board, there are no outstanding subscription rightsdebt securities and no contracts, optionscommitments, warrants, convertible or exchangeable securities or other rights of any character whatsoever relating to issued or unissued capital stock of the Companyunderstandings, or any contract or agreement of any character whatsoever relating to issued or unissued capital stock of the Company or pursuant to arrangements by which the Company is or may become bound to issue or grant additional shares of its the capital stock of the Company or related subscription rights, options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, any shares of capital stock of the Company other than those issued or granted in the ordinary course of business pursuant to the Company’s equity incentive and/or compensatory plans or arrangements. Except for customary transfer restrictions contained in agreements entered into by the Company to sell restricted securities or other rights, or to grant preemptive rights. Except as set forth on Schedule 2.3in the Disclosure Documents, and other than with respect to Ciba, (i) the Company has not agreed to register any securities under the Securities Act or under any state securities law or granted registration rights to any Person or entity and (ii) there are no voting trusts, stockholders agreements, proxies or other contracts or agreements or understandings in effect to which the Company is not a party or of which to, and it has Knowledge with respect to no knowledge of, any agreement restricting the voting or transfer of any shares of the outstanding shares capital stock of Common Stockthe Company. Except as set forth in the Disclosure Documents, there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any of the other Transaction Documents or the consummation of the transactions described herein or therein. The Company has filed with the Commission true and correct copies of the Company’s Second Amended and Restated Certificate of Incorporation as in effect on the Closing Date (the “Charter”), and the Company’s Amended and Restated Bylaws as in effect on the Closing Date (the “Bylaws”).

Capitalization. As of the date hereof, the (a) The authorized capital stock of the Company consists of (i) 100,000,000 25,000,000 shares of Company Common Stock and no shares of preferred stock (the "Company Preferred Stock"). Except as set forth in Section 2.3(a) of the Parent Disclosure Schedule, as of the date hereof, 16,312,500 shares of Company Common Stock, and no shares of which as of October 6Company Preferred Stock, 2000, 36,950,954 shares were are issued and outstanding excluding 859,497 and all of such shares are held by Parent. No shares of Company Common Stock or Company Preferred Stock are issued and held in the treasury of the Company's treasury . (b) Except as set forth in Section 2.3(b) of such date and (ii) 20,000,000 the Parent Disclosure Schedule, there are no options, preemptive rights, warrants, calls, rights, commitments or agreements of any kind to which the Company is a party, or by which the Company is bound, obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of Preferred Stock, no par value per share, of which no shares are issued and outstanding. All capital stock of the issued and Company. There are no stockholder agreements, voting trusts, proxies or other similar agreements or understandings to which the Company is a party or by which it is bound with respect to the shares of capital stock of the Company. There are no rights or obligations, contingent or otherwise (including without limitation rights of first refusal in favor of the Company) of the Company, to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any other entity. There are no registration rights or other agreements or understandings to which the Company is a party or by which it is bound with respect to any capital stock of the Company. (c) All outstanding shares of Common Stockthe Company's capital stock are duly authorized, including the Shares, have been duly authorized and are validly issued, fully paid and nonassessable and not subject to the preemptive or other issued in violation of any purchase option, call option, right of first refusal, pre-emptive right, subscription right or any similar rights right under any provision of the stockholders of Texas Business Corporation Act ("TBCA"), the Company other than such rights held by Ciba. As of the date hereof, there is outstanding (i) $114,435,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Notes, due 2003, which notes are convertible into 7,238,140 shares of Common Stock and (ii) $25,625,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Debentures, due 2011, which notes are convertible into 834,147 shares of Common Stock. Except as described in the SEC Reports (as defined below) and other than pursuant to stock incentive plans approved by the Board, there are no outstanding subscription rights, options, warrants, convertible or exchangeable securities or other rights of any character whatsoever relating to issued or unissued capital stock of the Company, Charter Documents or any contract or agreement of any character whatsoever relating to issued or unissued capital stock of the Company or pursuant to which the Company is or may become bound to issue or grant additional shares of its capital stock or related subscription rights, options, warrants, convertible or exchangeable securities or other rights, or to grant preemptive rights. Except as set forth on Schedule 2.3, and other than with respect to Ciba, (i) the Company has not agreed to register any securities under the Securities Act or under any state securities law or granted registration rights to any Person or entity and (ii) there are no voting trusts, stockholders agreements, proxies or other contracts or agreements or understandings in effect to which the Company is a party or otherwise bound. Except as set forth in Section 2.3(c) of which it the Parent Disclosure Schedule, all outstanding shares of the Company's capital stock are held by Sellers free and clear of all security interests, liens, claims, pledges, agreements, limitations in voting rights, charges or other encumbrances of any nature whatsoever (collectively, "Liens"). All shares of outstanding capital stock of the Company were issued in compliance with all applicable federal and state securities laws. No material change in the Company's capitalization has Knowledge occurred since July 31, 2004. There are no accrued and unpaid dividends with respect to the voting or transfer of any of the outstanding shares of Common Stockcapital stock of the Company.

Capitalization. As The Company is authorized to issue an unlimited number of Common Shares of which 38,950,262 Common Shares are outstanding as at the date hereof. The Company has not issued any Common Shares since July 28, the authorized capital stock of the Company consists of (i) 100,000,000 shares of Common Stock, of which as of October 6, 2000, 36,950,954 shares were issued and outstanding excluding 859,497 shares of Common Stock held in the Company's treasury as of such date and (ii) 20,000,000 shares of Preferred Stock, no par value per share, of which no shares are issued and outstanding. All of the issued and outstanding shares of Common Stock, including the Shares, have been duly authorized and are validly issued, fully paid and nonassessable and not subject to the preemptive or other similar rights of the stockholders of the Company other than such rights held by Ciba. As of the date hereof, there is outstanding (i) $114,435,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Notes, due 2003, which notes are convertible into 7,238,140 shares of Common Stock and (ii) $25,625,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Debentures, due 2011, which notes are convertible into 834,147 shares of Common Stock. Except as described in the SEC Reports (as defined below) and 2010 other than pursuant to the exercise of stock incentive plans approved options under the Company’s stock option plan and pursuant to the conversion or exercise of outstanding Common Share Equivalents. Except as has been complied with or waived, no third party has any right of first refusal, pre-emptive right, right of participation, or any similar right to participate in the transactions contemplated by this Agreement or the Boardother Transaction Documents. Except as set forth in the Disclosure Schedule, there are no outstanding subscription rights, options, warrants, convertible script rights to subscribe to, calls or exchangeable securities or other rights commitments of any character whatsoever relating to issued or unissued capital stock of the Companyto, or securities, rights or obligations convertible into or exchangeable for, or giving any contract third party any right to subscribe for or agreement of acquire, any character whatsoever relating to issued common shares, or unissued capital stock of the Company contracts, commitments, understandings or pursuant to arrangements by which the Company is or may become bound to issue additional Common Shares or grant additional shares Common Share Equivalents. The issue and sale of its capital stock or related subscription rights, options, warrants, convertible or exchangeable securities the Notes will not obligate the Company to issue Common Shares or other rightssecurities to any third party and will not result in a right of any holder of the Company’s securities to adjust the exercise, conversion, exchange or to grant preemptive rightsreset price under such securities. Except as set forth on Schedule 2.3No further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Notes, other than the Required Approvals. There are no shareholder agreements, voting agreements or other similar agreements with respect to Ciba, (i) the Company has not agreed to register any securities under the Securities Act or under any state securities law or granted registration rights to any Person or entity and (ii) there are no voting trusts, stockholders agreements, proxies or other contracts or agreements or understandings in effect Company’s share capital to which the Company is a party or, to the knowledge of the Company, any agreement between or among any of which it has Knowledge with respect the Company’s shareholders relating to the voting or transfer of any securities of the outstanding shares of Common StockCompany.

Capitalization. As of the date hereof, the The authorized capital stock of the Company consists of (i) 100,000,000 five billion shares of Common Stock, of which as of October 6, 2000, 36,950,954 shares were issued and outstanding excluding 859,497 363,553,415 shares of Common Stock held in the Company's treasury as of such date April 16, 2013, are issued and (ii) 20,000,000 outstanding, and 50,000,000 shares of authorized Preferred Stock, no par value per share, of which no shares are issued and outstanding. outstanding All of the such outstanding shares have been validly issued and outstanding are fully paid and nonassessable. No shares of Common Stock, including the Shares, have been duly authorized and Stock are validly issued, fully paid and nonassessable and not subject to the preemptive rights or any other similar rights of or any liens or encumbrances suffered or permitted by the stockholders of the Company other than such rights held by CibaCompany. As Except as disclosed on Schedule 4.3, as of the date hereof, there is outstanding (i) $114,435,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Notes, due 2003, which notes are convertible into 7,238,140 shares of Common Stock and (ii) $25,625,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Debentures, due 2011, which notes are convertible into 834,147 shares of Common Stock. Except as described in the SEC Reports (as defined below) and other than pursuant to stock incentive plans approved by the Board, there are no outstanding subscription rights, options, warrants, convertible scrip, rights to subscribe to, calls or exchangeable securities or other rights commitments of any character whatsoever relating to issued to, or unissued securities or rights convertible into any shares of capital stock of the Company, except as detailed in our February 28, 2013 quarterly filing with the SEC, or any contract of its subsidiaries, or agreement of any character whatsoever relating to issued contracts, commitments, understandings or unissued capital stock of arrangements by which the Company or pursuant to which the Company any of its subsidiaries is or may become bound to issue or grant additional shares of its capital stock of the Company or related subscription rights, any of its subsidiaries or options, warrants, convertible scrip, rights to subscribe to, calls or exchangeable commitments of any character whatsoever relating to, or securities or other rightsrights convertible into, or to grant preemptive rights. Except as set forth on Schedule 2.3, and other than with respect to Ciba, (i) any shares of capital stock of the Company has not agreed to register or any securities under the Securities Act or under any state securities law or granted registration rights to any Person or entity and of its subsidiaries, (ii) there are no voting trusts, stockholders agreements, proxies or other contracts or outstanding debt securities (iii) there are no outstanding registration statements; and (iv) there are no agreements or understandings in effect to arrangements under which the Company or any of its subsidiaries is a party or of which it has Knowledge with respect obligated to register the voting or transfer sale of any of their securities under the outstanding shares Securities Act (except pursuant to the Registration Rights Agreement), except pursuant to the terms of an agreement between the Company and the Investor. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation of the transactions described herein or therein. The Company has furnished to the Investor true and correct copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common StockStock and the material rights of the holders thereof in respect thereto.

Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 100,000,000 shares of Common Stock, par value $0.001 per share and no shares of Preferred Stock of which as of October 6, 2000, 36,950,954 shares were issued and outstanding excluding 859,497 90,890,931 shares of Common Stock held in the Company's treasury as of such date and (ii) 20,000,000 no shares of Preferred Stock, no par value per share, of which no shares are Stock were issued and outstanding. All of the such outstanding shares have been validly issued and outstanding are fully paid and nonassessable. Except as disclosed in the SEC Documents, no shares of Common Stock, including the Shares, have been duly authorized and Stock are validly issued, fully paid and nonassessable and not subject to the preemptive rights or any other similar rights of or any liens or encumbrances suffered or permitted by the stockholders of Company. Except as disclosed in the Company other than such rights held by Ciba. As SEC Documents, as of the date hereof, there is outstanding (i) $114,435,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Notes, due 2003, which notes are convertible into 7,238,140 shares of Common Stock and (ii) $25,625,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Debentures, due 2011, which notes are convertible into 834,147 shares of Common Stock. Except as described in the SEC Reports (as defined below) and other than pursuant to stock incentive plans approved by the Board, there are no outstanding subscription rights, options, warrants, convertible scrip, rights to subscribe to, calls or exchangeable securities or other rights commitments of any character whatsoever relating to issued or unissued capital stock of the Companyto, or securities or rights convertible into, any contract or agreement shares of any character whatsoever relating to issued or unissued capital stock of the Company or pursuant to any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue or grant additional shares of its capital stock of the Company or related subscription rights, any of its subsidiaries or options, warrants, convertible scrip, rights to subscribe to, calls or exchangeable commitments of any character whatsoever relating to, or securities or other rightsrights convertible into, or to grant preemptive rights. Except as set forth on Schedule 2.3, and other than with respect to Ciba, (i) any shares of capital stock of the Company has not agreed to register or any securities under the Securities Act or under any state securities law or granted registration rights to any Person or entity and of its subsidiaries, (ii) there are no voting trusts, stockholders agreements, proxies or outstanding debt securities (iii) there are no outstanding registration statements other contracts or than on Form S-8 and (iv) there are no agreements or understandings in effect to arrangements under which the Company or any of its subsidiaries is a party or of which it has Knowledge with respect obligated to register the voting or transfer sale of any of their securities under the outstanding shares Securities Act (except pursuant to the Registration Rights Agreement). There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation of the transactions described herein or therein. The Company has furnished to the Investor true and correct copies of the Company's Certificate of Incorporation, as amended and as in effect on the date hereof (the "Certificate of Incorporation"), and the Company's By-laws, as in effect on the date hereof (the "By-laws"), and the terms of all securities convertible into or exercisable for Common StockStock and the material rights of the holders thereof in respect thereto.

Capitalization. As of the date hereof, the The authorized capital stock of the Company consists of (i) 100,000,000 shares of Common Stock, of which as of October 6, 2000, 36,950,954 shares were issued and outstanding excluding 859,497 shares of Common Stock held in the Company's treasury as of such date and (ii) 20,000,000 shares of Preferred Stock, no par value per share, of which no shares are issued and outstanding. All of the issued and outstanding shares of Common Stock, including the Shares, have been duly authorized and are validly issued, fully paid and nonassessable and not subject to the preemptive or other similar rights of the stockholders of the Company other than such rights held by Ciba. As of the date hereof, there is outstanding (i) $114,435,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Notes, due 2003, which notes are convertible into 7,238,140 150,000,000 shares of Common Stock and 5,000,000 shares of preferred stock (ii) $25,625,000 the “Preferred Stock”). The Company has not issued any capital stock since the date of its most recently filed SEC Report other than upon stock option and warrant exercises that do not, individually or in aggregate principal amount the aggregate, have a material effect on the issued and outstanding capital stock, options and other securities. All of the outstanding shares of Common Stock and of the capital stock of each of the Company's 7.0% Convertible Subordinated Debentures’s subsidiaries have been duly authorized, due 2011validly issued and are fully paid and non-assessable. Immediately following the Closing, which notes are convertible into 834,147 shares of Common Stock. Except and except as described set forth in the SEC Reports Reports: (as defined belowi) and other than pursuant to stock incentive plans approved by the Board, there are no outstanding subscription rights, options, warrants, convertible or exchangeable securities or other rights shares of any character whatsoever relating to issued or unissued capital stock of the Company, or any contract or agreement of any character whatsoever relating to issued or unissued capital stock of the Company or pursuant any of its subsidiaries will be subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company; (ii) there will be no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue or grant additional shares of its capital stock or related subscription rights, options, warrants, convertible or exchangeable securities or other rights, or to grant preemptive rights. Except as set forth on Schedule 2.3, and other than with respect to Ciba, (i) of the Company has not agreed or any of its subsidiaries; (iii) there will be no outstanding debt securities of the Company or any of its subsidiaries; (iv), there will be no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act Act; (v) there will be no securities or instruments of the Company or any of its subsidiaries containing anti-dilution or similar provisions, including the right to adjust the exercise, exchange or reset price under any state securities law or granted registration rights to any Person or entity such securities, that will be triggered by the issuance of the Securities as described in this Agreement; and (iivi) there are no voting trustsco-sale right, stockholders agreements, proxies right of first refusal or other contracts or agreements or understandings in effect to which the Company is a party or of which it has Knowledge similar right will exist with respect to the voting Securities or transfer of any of the outstanding shares of Common Stockissuance and sale thereof.

Capitalization. As of the date hereof, the The authorized capital stock of the Company consists of (i) 100,000,000 1,000,000,000 shares of Common Stock, $0.001 par value per share. All of which as of October 6, 2000, 36,950,954 such outstanding shares were have been validly issued and outstanding excluding 859,497 are fully paid and nonassessable. Except as disclosed in the SEC Documents, no shares of Common Stock held in the Company's treasury as of such date and (ii) 20,000,000 shares of Preferred Stock, no par value per share, of which no shares are issued and outstanding. All of the issued and outstanding shares of Common Stock, including the Shares, have been duly authorized and are validly issued, fully paid and nonassessable and not subject to the preemptive rights or any other similar rights of or any liens or encumbrances suffered or permitted by the stockholders of Company. Except as disclosed in the Company other than such rights held by Ciba. As SEC Documents, as of the date hereof, there is outstanding (i) $114,435,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Notes, due 2003, which notes are convertible into 7,238,140 shares of Common Stock and (ii) $25,625,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Debentures, due 2011, which notes are convertible into 834,147 shares of Common Stock. Except as described in the SEC Reports (as defined below) and other than pursuant to stock incentive plans approved by the Board, there are no outstanding subscription rights, options, warrants, convertible scrip, rights to subscribe to, calls or exchangeable securities or other rights commitments of any character whatsoever relating to issued or unissued capital stock of the Companyto, or securities or rights convertible into, any contract or agreement shares of any character whatsoever relating to issued or unissued capital stock of the Company or pursuant to any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue or grant additional shares of its capital stock of the Company or related subscription rights, any of its subsidiaries or options, warrants, convertible scrip, rights to subscribe to, calls or exchangeable commitments of any character whatsoever relating to, or securities or other rightsrights convertible into, or to grant preemptive rights. Except as set forth on Schedule 2.3, and other than with respect to Ciba, (i) any shares of capital stock of the Company has not agreed to register or any securities under the Securities Act or under any state securities law or granted registration rights to any Person or entity and of its subsidiaries, (ii) there are no voting trustsoutstanding debt securities (iii) there are no outstanding registration statements, stockholders agreements, proxies or other contracts or than on Form S-1and (iv) there are no agreements or understandings in effect to arrangements under which the Company or any of its subsidiaries is a party or of which it has Knowledge with respect obligated to register the voting or transfer sale of any of their securities under the outstanding shares Securities Act (except pursuant to the Registration Rights Agreement). There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation of Common Stockthe transactions described herein or therein. This section shall not prevent the Company, after the date hereof, from obtaining other funding or other means of financing.

Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 100,000,000 shares of Common Stock, of which Except as of October 6, 2000, 36,950,954 shares were issued and outstanding excluding 859,497 shares of Common Stock held disclosed in the Company's treasury as of such date and (ii) 20,000,000 shares of Preferred StockSEC Documents, no par value per share, of which no shares are issued reserved for issuance pursuant to the Company’s stock option plans. Sufficient shares are reserved for issuance upon conversion of the Note (as required by the Note and outstandingtransfer agent share reserve letter). All of the issued and such outstanding shares of Common Stockcapital stock are, including the Sharesor upon issuance will be, have been duly authorized and are authorized, validly issued, fully paid and nonassessable and not non-assessable. No shares of capital stock of the Company are subject to the preemptive rights or any other similar rights of the stockholders shareholders of the Company other than such rights held by Ciba. As or any liens or encumbrances imposed through the actions or failure to act of the Company. Except as disclosed in the SEC Documents, as of the effective date hereofof this Agreement, there is outstanding (i) $114,435,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Notes, due 2003, which notes are convertible into 7,238,140 shares of Common Stock and (ii) $25,625,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Debentures, due 2011, which notes are convertible into 834,147 shares of Common Stock. Except as described in the SEC Reports (as defined below) and other than pursuant to stock incentive plans approved by the Board, there are no outstanding subscription rights, options, warrants, convertible or exchangeable securities scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to issued or unissued capital stock of the Companyto, or securities or rights convertible into or exchangeable for any contract or agreement shares of any character whatsoever relating to issued or unissued capital stock of the Company or pursuant to any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue or grant additional shares of its capital stock or related subscription rights, options, warrants, convertible or exchangeable securities or other rights, or to grant preemptive rights. Except as set forth on Schedule 2.3, and other than with respect to Ciba, (i) of the Company has not agreed to register or any securities under the Securities Act or under any state securities law or granted registration rights to any Person or entity and of its Subsidiaries, (ii) there are no voting trusts, stockholders agreements, proxies or other contracts or agreements or understandings in effect to arrangements under which the Company or any of its Subsidiaries is a party or of which it has Knowledge with respect obligated to register the voting or transfer sale of any of its or their securities under the outstanding shares 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of the Note or the Conversion Shares. The Company has filed in its SEC Documents true and correct copies of the Company’s Certificate of Incorporation as in effect on the date hereof (“Certificate of Incorporation”), the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common StockStock of the Company and the material rights of the holders thereof in respect thereto. The Company shall provide the Buyer with a written update of this representation signed by the Company’s Chief Executive on behalf of the Company as of the Closing Date.

Capitalization. As of the date hereof, the The authorized capital stock of the Company consists of (i) 100,000,000 five hundred million shares of Common Stock, of which as of October 6par value $0.001 per share, 2000, 36,950,954 shares were issued and outstanding excluding 859,497 shares of Common Stock held in the Company's treasury as of such date and (ii) 20,000,000 20 million shares of Preferred Stock, no par value $0.001 per shareshare (the “Preferred Stock”), of which no [268,236,005] shares of Common Stock and 0 shares of Preferred Stock are issued and outstanding. All of the issued and outstanding shares of Common Stock, including capital stock of the Shares, have been duly authorized and Company are validly issued, fully paid and nonassessable nonassessable, have been issued in compliance with all federal and not state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. Except as disclosed in Disclosure Schedule 4(e) and as set forth in the Regulatory Disclosure Documents: (i) none of the Company’s capital stock is subject to the preemptive rights or any other similar rights of the stockholders of the Company other than such rights held or any liens or encumbrances suffered or permitted by Ciba. As of the date hereof, there is outstanding (i) $114,435,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Notes, due 2003, which notes are convertible into 7,238,140 shares of Common Stock and ; (ii) $25,625,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Debentures, due 2011, which notes are convertible into 834,147 shares of Common Stock. Except as described in the SEC Reports (as defined below) and other than pursuant to stock incentive plans approved by the Board, there are no outstanding subscription rights, options, warrants, convertible scrip, rights to subscribe to, calls or exchangeable securities or other rights commitments of any character whatsoever relating to issued or unissued capital stock of the Companyto, or securities or rights convertible into, or exercisable or exchangeable for, any contract or agreement of any character whatsoever relating to issued or unissued capital stock of the Company or pursuant to any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional capital stock of the Company or grant additional shares any of its capital stock subsidiaries or related subscription rights, options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable securities or other rightsfor, or to grant preemptive rights. Except as set forth on Schedule 2.3, and other than with respect to Ciba, (i) any capital stock of the Company has not agreed to register or any securities under the Securities Act or under any state securities law or granted registration rights to any Person or entity and of its subsidiaries; (iiiii) there are no voting trustsoutstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing indebtedness of the Company or any of its subsidiaries or by which the Company or any of its subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with the Company or any of its subsidiaries; (v) there are no outstanding securities or instruments of the Company or any of its subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to redeem a security of the Company or any of its subsidiaries; (vi) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (vii) the Company does not have any stock appreciation rights or "phantom stock" plans or agreements or any similar plan or agreement; and (viii) the Company and its subsidiaries have no liabilities or obligations required to be disclosed in the Regulatory Disclosure Documents but not so disclosed therein, other than those incurred in the ordinary course of the Company’s or its subsidiaries' respective businesses and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. The Company has furnished to the Investor true, correct, and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto. No further approval or authorization of any stockholder, the Board of Directors of the Company or others is required for the issuance and sale of the Securities. There are no stockholders agreements, proxies voting agreements or other contracts or similar agreements or understandings in effect with respect to the Company’s capital stock to which the Company is a party or of which it has Knowledge with respect or, to the voting knowledge of the Company, between or transfer of among any of the outstanding shares of Common StockCompany’s stockholders.

Capitalization. As of the date hereof, the The authorized capital stock of the Company consists of (i) 100,000,000 shares of Common Stock, of which as of October 6, 2000, 36,950,954 shares were issued and outstanding excluding 859,497 700,000,000 shares of Common Stock held in the Company's treasury as of such date and (ii) 20,000,000 shares of Preferred Stock, no $0.001 par value per share, share of which no approximately 42,952,500 shares of Common Stock are issued and outstandingoutstanding as of January 31, 2013, respectively. All of the such outstanding shares have been validly issued and outstanding are fully paid and nonassessable. Except as disclosed in the SEC Documents, no shares of Common Stock, including the Shares, have been duly authorized and Stock are validly issued, fully paid and nonassessable and not subject to the preemptive rights or any other similar rights of or any liens or encumbrances suffered or permitted by the stockholders of Company. Except as disclosed in the Company other than such rights held by Ciba. As SEC Documents, as of the date hereof, there is outstanding (i) $114,435,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Notes, due 2003, which notes are convertible into 7,238,140 shares of Common Stock and (ii) $25,625,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Debentures, due 2011, which notes are convertible into 834,147 shares of Common Stock. Except as described in the SEC Reports (as defined below) and other than pursuant to stock incentive plans approved by the Board, there are no outstanding subscription rights, options, warrants, convertible scrip, rights to subscribe to, calls or exchangeable securities or other rights commitments of any character whatsoever relating to issued or unissued capital stock of the Companyto, or securities or rights convertible into, any contract or agreement shares of any character whatsoever relating to issued or unissued capital stock of the Company or pursuant to any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue or grant additional shares of its capital stock of the Company or related subscription rights, any of its subsidiaries or options, warrants, convertible scrip, rights to subscribe to, calls or exchangeable commitments of any character whatsoever relating to, or securities or other rightsrights convertible into, or to grant preemptive rights. Except as set forth on Schedule 2.3, and other than with respect to Ciba, (i) any shares of capital stock of the Company has not agreed to register or any securities under the Securities Act or under any state securities law or granted registration rights to any Person or entity and of its subsidiaries, (ii) there are no voting trusts, stockholders agreements, proxies or outstanding debt securities (iii) there are no outstanding registration statements other contracts or than on Form S-1and (iv) there are no agreements or understandings in effect to arrangements under which the Company or any of its subsidiaries is a party or of which it has Knowledge with respect obligated to register the voting or transfer sale of any of their securities under the outstanding shares Securities Act. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation of the transactions described herein or therein. This section shall not prevent the Company, after the date hereof, from obtaining other funding or other means of financing. The Company has furnished to the Investor via the SEC's live ▇▇▇▇▇ filing service true and correct copies of the Company’s Articles of Incorporation, as amended and as in effect on the date hereof (the “Articles of Incorporation”), and the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and via conference call the terms of all securities convertible into or exercisable for Common StockStock and the material rights of the holders thereof in respect thereto.

Capitalization. As of the date hereofThe authorized, the authorized capital stock of the Company consists of (i) 100,000,000 shares of Common Stock, of which as of October 6, 2000, 36,950,954 shares were issued and outstanding excluding 859,497 shares of Common Stock held in the Company's treasury as of such date and (ii) 20,000,000 shares of Preferred Stock, no par value per share, of which no shares are issued and outstanding. All of the issued and outstanding shares of capital stock of each of Standard and the Standard Subsidiaries as of the date hereof is correctly set forth on Schedule 3.3. The number of outstanding shares of Standard Common Stock, including Stock identified in Schedule 3.3 includes (i) the Shares, aggregate number of shares of Standard Common Stock under the MRRP which have been granted (as set forth on Schedule 3.3) and which vest upon consummation of the Merger as provided in Section 1.3(c), and (ii) all allocated and unallocated shares of Standard Common Stock held by the ESOP (as defined in Section 5.12 below). The issued and outstanding shares of capital stock of each of Standard and the Standard Subsidiaries are duly authorized and are authorized, validly issued, fully paid and nonassessable and have not subject to the been issued in violation of any preemptive or other similar rights of the stockholders of the Company other than such rights held by Ciba. As of the date hereof, there is outstanding (i) $114,435,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Notes, due 2003, which notes are convertible into 7,238,140 shares of Common Stock and (ii) $25,625,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Debentures, due 2011, which notes are convertible into 834,147 shares of Common Stockrights. Except as described in the SEC Reports (as defined below) and other than pursuant to stock incentive plans approved by the Boarddisclosed on Schedule 3.3, there are no outstanding subscription rights, options, warrants, convertible or exchangeable securities conversion privileges or other rights of any character whatsoever relating to issued rights, agreements, arrangements or unissued capital stock of the Company, commitments obligating Standard or any contract Standard Subsidiary to issue, sell, purchase or agreement of redeem any character whatsoever relating to issued or unissued capital stock of the Company or pursuant to which the Company is or may become bound to issue or grant additional shares of its capital stock or related subscription rights, options, warrants, securities or obligations of any kind convertible into or exchangeable securities or other rights, or to grant preemptive rights. Except as set forth on Schedule 2.3, and other than with respect to Ciba, (i) the Company has not agreed to register for any securities under the Securities Act or under any state securities law or granted registration rights to any Person or entity and (ii) there are no voting trusts, stockholders agreements, proxies or other contracts or agreements or understandings in effect to which the Company is a party shares of its capital stock or of which it has Knowledge with respect to any of its subsidiaries or affiliates, nor are there any stock appreciation, phantom or similar rights outstanding based upon the voting book value or transfer any other attribute of any of the capital stock of Standard or any of the Standard Subsidiaries, or the earnings or other attributes of Standard or any of the Standard Subsidiaries. Schedule 3.3 contains true and correct copies of all such agreements, arrangements (including all stock plans, but excluding individual stock option or restricted stock agreements) or commitments. No bonds, debentures, notes or other indebtedness having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which shareholders of Standard or any Standard Subsidiary may vote are issued or outstanding shares of Common Stockexcept as set forth in Schedule 3.3.

Capitalization. As of the date hereof, the The authorized capital stock of the Company consists of (i) 100,000,000 shares of Common Stock, of which as of October 6, 2000, 36,950,954 shares were issued and outstanding excluding 859,497 250,000,000 shares of Common Stock held in the Company's treasury as of such date and (ii) 20,000,000 10,000,000 shares of Preferred Stock, no $0.0001 par value per shareshare (“Preferred Stock”), of which no 43,115,181 shares of Common Stock and zero shares of Preferred Stock are issued and outstanding. All of the such outstanding shares have been validly issued and outstanding are fully paid and nonassessable. Except as disclosed in the SEC Documents, no shares of Common Stock, including the Shares, have been duly authorized and Stock are validly issued, fully paid and nonassessable and not subject to the preemptive rights or any other similar rights of or any liens or encumbrances suffered or permitted by the stockholders of Company. Except as disclosed in the Company other than such rights held by Ciba. As SEC Documents, as of the date hereof, there is outstanding (i) $114,435,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Notes, due 2003, which notes are convertible into 7,238,140 shares of Common Stock and (ii) $25,625,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Debentures, due 2011, which notes are convertible into 834,147 shares of Common Stock. Except as described in the SEC Reports (as defined below) and other than pursuant to stock incentive plans approved by the Board, there are no outstanding subscription rights, options, warrants, convertible scrip, rights to subscribe to, calls or exchangeable securities or other rights commitments of any character whatsoever relating to issued or unissued capital stock of the Companyto, or securities or rights convertible into, any contract or agreement shares of any character whatsoever relating to issued or unissued capital stock of the Company or pursuant to any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue or grant additional shares of its capital stock of the Company or related subscription rights, any of its subsidiaries or options, warrants, convertible scrip, rights to subscribe to, calls or exchangeable commitments of any character whatsoever relating to, or securities or other rightsrights convertible into, or to grant preemptive rights. Except as set forth on Schedule 2.3, and other than with respect to Ciba, (i) any shares of capital stock of the Company has not agreed to register or any securities under the Securities Act or under any state securities law or granted registration rights to any Person or entity and of its subsidiaries, (ii) there are no voting trusts, stockholders agreements, proxies or outstanding debt securities (iii) there are no outstanding registration statements other contracts or than on Form S-8 and (iv) there are no agreements or understandings in effect to arrangements under which the Company or any of its subsidiaries is a party or of which it has Knowledge with respect obligated to register the voting or transfer sale of any of their securities under the outstanding shares Securities Act (except pursuant to the Registration Rights Agreement). There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation of the transactions described herein or therein. The Company has furnished to the Investor true and correct copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common StockStock and the material rights of the holders thereof in respect thereto.

Capitalization. As of the date hereof, the The authorized capital stock of the Company consists of an unlimited number of Company Shares. As of December 21, 2004, there were: (i) 100,000,000 shares of Common Stock, of which as of October 6, 2000, 36,950,954 shares were 54,796,531 Company Shares issued and outstanding excluding 859,497 shares of Common Stock held in the Company's treasury as of such date and outstanding; (ii) 20,000,000 Company Options outstanding, entitling the holders thereof to acquire an aggregate of 2,281,018 Company Shares; (iii) 299,433 RSUs granted by the Company; and (iv) 167,443 DSUs granted by the Company. Except for the Company Options, RSUs and DSUs described in the immediately preceding sentence, there are no options, warrants, conversion privileges or other rights, agreements, arrangements or commitments (pre-emptive, contingent or otherwise) obligating the Company or any Subsidiary of the Company to issue or sell any shares of Preferred Stockthe Company or of any such Subsidiary or securities or obligations of any kind convertible into or exchangeable for any shares of the Company or any Subsidiary of the Company, no par or to make any payment which is contingent on the value per share, of which no any shares are issued and outstandingof the Company. All of the issued and outstanding shares of Common Stock, including the Shares, Company Shares have been duly authorized and are validly issued, issued and outstanding as fully paid and nonassessable and not subject to the preemptive non-assessable shares, free of pre-emptive rights. There are no outstanding bonds, debentures or other similar rights evidences of the stockholders indebtedness of the Company other than such rights held by Ciba. As or any of its Subsidiaries having the right to vote (or that are convertible for or exercisable into securities having the right to vote) with the holders of the date hereof, there is outstanding (i) $114,435,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Notes, due 2003, which notes are convertible into 7,238,140 shares of Common Stock and (ii) $25,625,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Debentures, due 2011, which notes are convertible into 834,147 shares of Common StockCompany Shares on any matter. Except as described set forth in the SEC Reports (as defined below) and other than pursuant to stock incentive plans approved by the BoardDisclosure Letter, there are no outstanding subscription rights, options, warrants, convertible or exchangeable securities or other rights of any character whatsoever relating to issued or unissued capital stock of the Company, or any contract or agreement of any character whatsoever relating to issued or unissued capital stock obligations of the Company or pursuant to which the Company is or may become bound to issue or grant additional shares any of its capital stock Subsidiaries to repurchase, redeem or related subscription rights, options, warrants, convertible otherwise acquire any outstanding Company Shares or exchangeable securities or other rights, or to grant preemptive rights. Except as set forth on Schedule 2.3, and other than with respect to Ciba, (i) the Company has not agreed to register any securities under the Securities Act or under any state securities law or granted registration rights to any Person or entity and (ii) there are no voting trusts, stockholders agreements, proxies or other contracts or agreements or understandings in effect to which the Company is a party or of which it has Knowledge with respect to the voting or transfer disposition of any outstanding securities of the outstanding shares Company or any of Common Stockits Subsidiaries. No holder of securities issued by the Company or any Subsidiary of the Company has any right to compel the Company to register or otherwise qualify securities for public sale in Canada, the United States or elsewhere.

Capitalization. As of the date hereof, the The authorized capital stock of the Company consists of (i) 100,000,000 8,978,999,990 shares of Common Stock, of which as of October 6, 2000, 36,950,954 shares were issued and outstanding excluding 859,497 shares of Common Stock held in the Company's treasury as of such date and (ii) 20,000,000 shares of Preferred Stock, no par value $0.00001 per share, of which no about 4,702,630,209 shares of Common Stock are issued and outstanding. All of the issued and outstanding shares of Common Stock, including the Shares, have been duly authorized and are validly issued, fully paid and nonassessable and not subject to the preemptive or other similar rights of the stockholders of the Company other than such rights held by Ciba. As as of the date hereof. All of such outstanding shares have been validly issued and are fully paid and nonassessable. Except as disclosed in the SEC Documents, there is outstanding (i) $114,435,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Notes, due 2003, which notes are convertible into 7,238,140 no shares of Common Stock and (ii) $25,625,000 in aggregate principal amount of are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company's 7.0% Convertible Subordinated Debentures, due 2011, which notes are convertible into 834,147 shares of Common Stock. Except as described disclosed in the SEC Reports Documents, as of the date of this Agreement, (as defined belowi) and other than pursuant to stock incentive plans approved by the Board, there are no outstanding subscription rights, options, warrants, convertible scrip, rights to subscribe to, calls or exchangeable securities or other rights commitments of any character whatsoever relating either to issued or unissued capital stock rights convertible into any shares of the Company, or any contract or agreement of any character whatsoever relating to issued or unissued capital stock of the Company or pursuant to any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue or grant additional shares of its capital stock of the Company or related subscription rights, any of its subsidiaries or options, warrants, convertible scrip, rights to subscribe to, calls or exchangeable commitments of any character whatsoever relating to, or securities or other rightsrights convertible into, or to grant preemptive rights. Except as set forth on Schedule 2.3, and other than with respect to Ciba, (i) any shares of capital stock of the Company has not agreed to register or any securities under the Securities Act or under any state securities law or granted registration rights to any Person or entity and of its subsidiaries, (ii) there are no voting trusts, stockholders agreements, proxies or other contracts or agreements or understandings in effect to arrangements under which the Company or any of its subsidiaries is a party or of which it has Knowledge with respect obligated to register the voting or transfer sale of any of their securities under the Securities Act (except pursuant to an S-8 Registration Statement) and (iii) there are no outstanding shares registration statements (except for an S-8 Registration Statement and there are no outstanding comment letters from the SEC or any other regulatory agency. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities as described in this Agreement. The Company has furnished to the Buyer true and correct copies of the Company’s Articles of Incorporation, as amended and as in effect on the date hereof (the “Articles of Incorporation”), and the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common StockStock and the material rights of the holders thereof in respect thereto other than stock options issued to employees and consultants.

Capitalization. As of the date hereof, the The authorized capital stock of the Company consists of (i) 100,000,000 200,000,000 shares of Common Stock, of which as of October 6, 2000, 36,950,954 shares were issued and outstanding excluding 859,497 55,247,000 shares of Common Stock held in the Company's treasury as of such date are issued and (ii) 20,000,000 outstanding, and 100,000,000 shares of authorized Preferred Stock, no par value per share, of which no shares are issued and outstanding. outstanding All of the such outstanding shares have been validly issued and outstanding are fully paid and nonassessable. Except as disclosed in the SEC Documents (as defined in paragraph 4.5), no shares of Common Stock, including the Shares, have been duly authorized and Stock are validly issued, fully paid and nonassessable and not subject to the preemptive rights or any other similar rights of or any liens or encumbrances suffered or permitted by the stockholders of Company. Except as disclosed in the Company other than such rights held by Ciba. As SEC Documents and on Schedule 4.3, as of the date hereof, there is outstanding (i) $114,435,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Notes, due 2003, which notes are convertible into 7,238,140 shares of Common Stock and (ii) $25,625,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Debentures, due 2011, which notes are convertible into 834,147 shares of Common Stock. Except as described in the SEC Reports (as defined below) and other than pursuant to stock incentive plans approved by the Board, there are no outstanding subscription rights, options, warrants, convertible scrip, rights to subscribe to, calls or exchangeable securities or other rights commitments of any character whatsoever relating to issued or unissued capital stock of the Companyto, or securities or rights convertible into, any contract or agreement shares of any character whatsoever relating to issued or unissued capital stock of the Company or pursuant to any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue or grant additional shares of its capital stock of the Company or related subscription rights, any of its subsidiaries or options, warrants, convertible scrip, rights to subscribe to, calls or exchangeable commitments of any character whatsoever relating to, or securities or other rightsrights convertible into, or to grant preemptive rights. Except as set forth on Schedule 2.3, and other than with respect to Ciba, (i) any shares of capital stock of the Company has not agreed to register or any securities under the Securities Act or under any state securities law or granted registration rights to any Person or entity and of its subsidiaries, (ii) there are no voting trusts, stockholders agreements, proxies or other contracts or outstanding debt securities (iii) there are no currently effective outstanding registration statements; and (iv) there are no agreements or understandings in effect to arrangements under which the Company or any of its subsidiaries is a party or of which it has Knowledge with respect obligated to register the voting or transfer sale of any of their securities under the outstanding shares Securities Act (except pursuant to the Registration Rights Agreement), except pursuant to the terms of an agreement between the Company and the Investor. Except as disclosed in the SEC Documents, there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation of the transactions described herein or therein. The Company has furnished to the Investor true and correct copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common StockStock and the material rights of the holders thereof in respect thereto.

Capitalization. As of the date hereof, the The authorized capital stock of the Company consists of (i) 100,000,000 shares 750,000,000 Shares of Common Stock, of which as of October 6, 2000, 36,950,954 shares were issued and outstanding excluding 859,497 shares of Common Stock held in the Company's treasury as of such date and (ii) 20,000,000 shares of Preferred Stock, no par value $0.001 per share, of which no 42,487,651 shares are issued and outstandingoutstanding as of the date of this Agreement. All of the issued and outstanding shares Shares of Common Stock (the, “Capital Stock”) are duly authorized, including the Shares, have been duly authorized and are validly issued, fully paid and nonassessable and not were issued in compliance with all applicable laws, including pursuant to registration under, or valid exemptions from, federal securities laws and any applicable state securities (or blue sky) Laws. (A) No shares of Capital Stock of the Company are subject to the preemptive rights or any other similar rights of the stockholders of the Company other than such rights held or any liens suffered or permitted by Ciba. As of the date hereof, there is outstanding (i) $114,435,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Notes, due 2003, which notes are convertible into 7,238,140 shares of Common Stock and ; (iiB) $25,625,000 except as reported in aggregate principal amount of the Company's 7.0% Convertible Subordinated Debentures’s SEC reports, due 2011Seller are not aware of any outstanding options, which notes are convertible into 834,147 shares of Common Stock. Except as described in the SEC Reports (as defined below) and other than pursuant to stock incentive plans approved by the Board, there are no outstanding subscription rights, options, warrants, convertible calls or exchangeable securities or other rights commitments of any character whatsoever relating to issued to, or unissued capital stock securities or rights convertible into or exercisable for, any shares of Capital Stock of the Company, or any contract agreements or agreement of any character whatsoever relating to issued or unissued capital stock of the Company or pursuant to other arrangements by which the Company is or may become bound to issue or grant additional shares of its capital stock Capital Stock of the Company or related subscription options, rights, optionscalls or commitments of any character whatsoever relating to, warrants, convertible or exchangeable securities or rights convertible into or exercisable for, any shares of Capital Stock of the Company; (C) except as reported in the Company’s SEC reports, Seller are not aware of any agreements or other rights, or to grant preemptive rights. Except as set forth on Schedule 2.3, and other than with respect to Ciba, (i) arrangements under which the Company has not agreed is obligated to register the sale of any of its securities under the Securities Act of 1933; (D) except as reported in the Company’s SEC reports, Seller are not aware of any outstanding securities or under instruments of the Company that contain any state securities law redemption or granted registration rights to any Person or entity similar provisions, and (ii) there Seller are aware of no voting trusts, stockholders agreements, proxies agreements or other contracts or agreements or understandings in effect to arrangements by which the Company is or may become bound to redeem a party security of the Company, and Seller are aware of no other stockholder agreements or of similar agreements to which it has Knowledge with respect the Company, or, to the voting knowledge of the Seller, any holder of Capital Stock of the Company is a party; (E) the Company does not have any stock appreciation rights or transfer “phantom stock” plans or agreements or any similar plan or agreement; and (F) to the Seller’s knowledge, no officer or director of the Company or beneficial owner of any of the outstanding shares of Common Stock has pledged shares of Company Common Stock in connection with a margin account or other loan secured by such Company Common Stock. There is no voting trust, agreement or arrangement among any of the record or beneficial holders of Common Stock affecting the nomination or election of directors or the exercise of the voting rights of Company Stock.

Capitalization. As of the date hereof, the The authorized capital stock of the Company consists of (i) 100,000,000 500,000,000 shares of Common Stock, $0.0001 par value per share of which as of October 6, 2000, 36,950,954 shares were issued and outstanding excluding 859,497 approximately 244,194,973 shares of Common Stock held in the Company's treasury as of such date and (ii) 20,000,000 shares of Preferred Stock, no par value per share, of which no shares are issued and outstanding. All of the such outstanding shares have been validly issued and outstanding are fully paid and non-assessable. Except as disclosed in the SEC Documents, no shares of Common Stock, including the Shares, have been duly authorized and Stock are validly issued, fully paid and nonassessable and not subject to the preemptive rights or any other similar rights of or any liens or encumbrances suffered or permitted by the stockholders of Company. Except as disclosed in the Company other than such rights held by Ciba. As SEC Documents and additionally executed convertible note(s) in April 2012, as of the date hereof, there is outstanding (i) $114,435,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Notes, due 2003, which notes are convertible into 7,238,140 shares of Common Stock and (ii) $25,625,000 in aggregate principal amount of the Company's 7.0% Convertible Subordinated Debentures, due 2011, which notes are convertible into 834,147 shares of Common Stock. Except as described in the SEC Reports (as defined below) and other than pursuant to stock incentive plans approved by the Board, there are no outstanding subscription rights, options, warrants, convertible scrip, rights to subscribe to, calls or exchangeable securities or other rights commitments of any character whatsoever relating to issued or unissued capital stock of the Companyto, or securities or rights convertible into, any contract or agreement shares of any character whatsoever relating to issued or unissued capital stock of the Company or pursuant to any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue or grant additional shares of its capital stock of the Company or related subscription rights, any of its subsidiaries or options, warrants, convertible scrip, rights to subscribe to, calls or exchangeable commitments of any character whatsoever relating to, or securities or other rightsrights convertible into, or to grant preemptive rights. Except as set forth on Schedule 2.3, and other than with respect to Ciba, (i) any shares of capital stock of the Company has not agreed to register or any securities under the Securities Act or under any state securities law or granted registration rights to any Person or entity and of its subsidiaries, (ii) there are no voting trustsoutstanding debt securities (iii) there are no outstanding registration statements, stockholders agreements, proxies or other contracts or than on Form S-1and (iv) there are no agreements or understandings in effect to arrangements under which the Company or any of its subsidiaries is a party or of which it has Knowledge with respect obligated to register the voting or transfer sale of any of their securities under the outstanding shares Securities Act (except pursuant to the Registration Rights Agreement). There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation of the transactions described herein or therein. This section shall not prevent the Company, after the date hereof, from obtaining other funding or other means of financing. The Company has furnished to the Investor via the SEC's live ▇▇▇▇▇ filing service true and correct copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and via conference call the terms of all securities convertible into or exercisable for Common StockStock and the material rights of the holders thereof in respect thereto.