Common use of Incorporation and Good Standing of the Company and its Subsidiaries Clause in Contracts

Incorporation and Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated herein and therein. Each subsidiary of the Company (each a “Subsidiary”) has been duly organized and is validly existing as a corporation or other business entity in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. Each of the Company and the Subsidiaries is duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing in the jurisdictions in which its business is carried on and each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Change. Except as described in the Prospectus, all of the issued and outstanding equity interests of the Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than (i) the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year, (ii) those subsidiaries not required to be listed in Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (iii) those subsidiaries formed since the last day of the most recently ended fiscal year.

Incorporation and Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement and to consummate Agreement. VirnetX Inc. is the transactions contemplated herein and therein. Each Company’s only significant subsidiary (as defined in Rule 1-02 (w) of Regulation S-X of the Company Exchange Act) (each a the “Significant Subsidiary”) ). The Significant Subsidiary has been duly organized and is validly existing as a corporation or other business entity in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. Each of the Company and the Subsidiaries Significant Subsidiary is duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing in the jurisdictions in which its business is carried on and each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not reasonably be expected tonot, individually or in the aggregate, result in a Material Adverse Change. Except as described in the Prospectus, all of the issued and outstanding equity interests of the Subsidiaries Significant Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than (i) the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year, year and other than (iii) those subsidiaries not required to be listed in on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (iiiii) those subsidiaries formed since the last day of the most recently ended fiscal year.

Incorporation and Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State jurisdiction of Delaware its incorporation and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated herein and thereinherein. Each subsidiary of the Company (each a “Subsidiary”) has been duly organized and is validly existing as a corporation or other business entity limited liability company in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. Each of the Company and the its Subsidiaries is duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing in under the jurisdictions in which laws of the jurisdiction of its business is carried on incorporation or formation and each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not reasonably be expected toexpected, individually or in the aggregate, to result in a Material Adverse Change. Except as described in the Prospectus, all of the issued and outstanding equity interests of the Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than (i) the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year, year and other than (iii) those subsidiaries not required to be listed in on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (iiiii) those subsidiaries formed since the last day of the most recently ended fiscal year.

Incorporation and Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State jurisdiction of Delaware its incorporation and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated herein and therein. Each subsidiary of the Company (each a “Subsidiary”) Company’s Subsidiaries, has been duly organized and is validly existing as a corporation or other business entity limited liability company in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. Each of the Company and the its Subsidiaries is duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing in under the jurisdictions in which laws of the jurisdiction of its business is carried on incorporation or formation and each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Change. Except as described in the Prospectus, all of the issued and outstanding equity interests of the Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than (i) the subsidiaries Subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year, year and other than (iii) those subsidiaries Subsidiaries not required to be listed in on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (iiiii) those subsidiaries Subsidiaries formed since the last day of the most recently ended fiscal year.

Incorporation and Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware Pennsylvania and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement Agreement. Baudax Bio N.A. LLC and to consummate Baudax Bio Limited are the transactions contemplated herein and thereinCompany’s only subsidiaries (the “Subsidiaries”). Each subsidiary of the Company (each a “Subsidiary”) Subsidiaries has been duly incorporated or organized (as the case may be) and is validly existing as a corporation or other business entity and in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. Each of the Company and the Subsidiaries is duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing in the jurisdictions in which its business is carried on and each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Change. Except as described in the Prospectus, all of the issued and outstanding equity interests of the Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than (i) the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year, year and other than (iii) those subsidiaries not required to be listed in on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (iiiii) those subsidiaries formed since the last day of the most recently ended fiscal year.

Incorporation and Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated and is validly existing as a public benefit corporation in good standing under the laws of the State of Delaware and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated herein and therein. Each subsidiary of the Company (each a “Subsidiary”) Company’s Subsidiaries, has been duly organized and is validly existing as a corporation or other business entity limited liability company in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. Each of the Company and the its Subsidiaries is duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing in under the jurisdictions in which laws of the jurisdiction of its business is carried on incorporation or formation and each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Change. Except as described in the Prospectus, all of the issued and outstanding equity interests of the Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than (i) the subsidiaries Subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year, year and other than (iii) those subsidiaries Subsidiaries not required to be listed in on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (iiiii) those subsidiaries Subsidiaries formed since the last day of the most recently ended fiscal year.

Incorporation and Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State jurisdiction of Delaware its incorporation and has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated herein and therein. Each subsidiary of the Company (each a “Subsidiary”) ” has been duly organized and is validly existing as a corporation or other business entity limited liability company in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. Each of the Company and the its Subsidiaries is duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing in under the jurisdictions in which laws of the jurisdiction of its business is carried on incorporation or formation and each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not reasonably be expected tonot, individually or in the aggregate, result in a Material Adverse Change. Except as described in the Prospectus, all of the issued and outstanding equity interests of the Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than (i) the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year, year and other than (iii) those subsidiaries not required to be listed in on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (iiiii) those subsidiaries formed since the last day of the most recently ended fiscal year.

Incorporation and Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State jurisdiction of Delaware its incorporation and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated herein and therein. Each subsidiary of the Company (each a “Subsidiary”) ” has been duly organized and is validly existing as a corporation corporation, limited liability company or other business similar entity in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. Each of the Company and the its Subsidiaries is duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing in under the jurisdictions in which laws of the jurisdiction of its business is carried on incorporation or formation and each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not reasonably be expected tonot, individually or in the aggregate, result in a Material Adverse Change. Except as described in the Prospectus, all of the issued and outstanding equity interests of the Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than (i) the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year, year and other than (iii) those subsidiaries not required to be listed in on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (iiiii) those subsidiaries formed since the last day of the most recently ended fiscal year.

Incorporation and Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated herein and therein. Each subsidiary of the Company (each a “Subsidiary”) has been duly organized and is validly existing as a corporation or other business entity in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the ProspectusAgreement. Each of the Company Company, any significant subsidiary (as defined in Rule 1-02(w) of Regulation S-X of the Exchange Act) (a “Significant Subsidiary”), and the Subsidiaries any subsidiary listed on Schedule 4 hereto, is duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing in the jurisdictions in which its business is carried on and each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not reasonably be expected tonot, individually or in the aggregate, result in a Material Adverse Change. Except as described in the Prospectus, all of the issued and outstanding equity interests of the Subsidiaries any Significant Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than (i) the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year, year and other than (iii) those subsidiaries not required to be listed in on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (iiiii) those subsidiaries formed since the last day of the most recently ended fiscal year. Each subsidiary is a corporation duly incorporated and validly existing under the laws of the jurisdiction of its incorporation and is in good standing under such laws. Each of the subsidiaries has requisite corporate power to carry on its business as described in the Prospectus.

Incorporation and Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement and to consummate Agreement. AdvanDx, Inc. is the transactions contemplated herein and therein. Each Company's only significant subsidiary (as defined in Rule 1-02 (w) of Regulation S-X of the Company Exchange Act) (each a “the "Significant Subsidiary”) "). The Significant Subsidiary has been duly organized and is are validly existing as a corporation or other business entity and in good standing under the laws of the jurisdiction their respective jurisdictions of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. Each of the Company and the Subsidiaries Significant Subsidiary is duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing in the jurisdictions in which its business is carried on and each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not reasonably be expected tonot, individually or in the aggregate, result in a Material Adverse Change. Except as described in the Prospectus, all of the issued and outstanding equity interests of the Subsidiaries each Significant Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than (i) the subsidiaries listed in Exhibit 21.1 to the Company’s 's Annual Report on Form 10-K for the most recently ended fiscal year, year and other than (iii) those subsidiaries not required to be listed in on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (iiiii) those subsidiaries formed since the last day of the most recently ended fiscal year.

Incorporation and Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State jurisdiction of Delaware its incorporation and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus General Disclosure Package and to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated herein and thereinherein. Each subsidiary of the Company (each a “Subsidiary”) has been duly organized and is validly existing as a corporation or other business entity limited liability company in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the ProspectusGeneral Disclosure Package. Each of the Company and the Subsidiaries its subsidiaries is duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing in under the jurisdictions in which laws of the jurisdiction of its business is carried on incorporation or formation and each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not reasonably be expected toexpected, individually or in the aggregate, to result in a Material Adverse ChangeChange (as defined below). Except as described in the ProspectusGeneral Disclosure Package, all of the issued and outstanding equity interests of the Subsidiaries subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than (i) the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year, year and other than (iii) those subsidiaries not required to be listed in on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (iiiii) those subsidiaries formed since the last day of the most recently ended fiscal year.

Incorporation and Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State jurisdiction of Delaware its incorporation and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated herein and therein. Each subsidiary of the Company (each a “Subsidiary”) has been duly organized and is validly existing as a corporation or other business entity limited liability company in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. Each Except with respect to Lemonaid Health Limited as of the date hereof, each of the Company and the Subsidiaries its subsidiaries is duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing in under the jurisdictions in which laws of the jurisdiction of its business is carried on incorporation or formation and each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not reasonably be expected tonot, individually or in the aggregate, result in a Material Adverse Change. Except as described in the Prospectus, all of the issued and outstanding equity interests of the Subsidiaries subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than (i) the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year, year and other than (iii) those subsidiaries not required to be listed in on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (iiiii) those subsidiaries formed since the last day of the most recently ended fiscal year.

Incorporation and Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus SEC Reports and to enter into and perform its obligations under this Agreement and the other Transaction Documents and to consummate the transactions contemplated herein and therein. Each subsidiary of the Company (each a “Subsidiary”) material Subsidiary has been duly organized and is validly existing as a corporation or other business entity in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the ProspectusSEC Reports. Each of the Company and the Subsidiaries is duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing in the jurisdictions in which its business is carried on and each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Change. Except as described in the ProspectusSEC Reports, all of the issued and outstanding equity interests of the Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than (i) the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year, (ii) those subsidiaries not required to be listed in Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (iii) those subsidiaries formed since the last day of the most recently ended fiscal year.

Incorporation and Good Standing of the Company and its Subsidiaries. The Company has been is a corporation duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware and Delaware. The Company has requisite corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated herein and therein. Each subsidiary of the Company (each a “Subsidiary”) has been duly organized and is validly existing as a corporation or other business entity in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct carry on its business as described in the Prospectus. Each of the The Company and the Subsidiaries is duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing in the all jurisdictions in which its business is carried on and each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, its business requires such qualification; except for such jurisdictions where the failure to be so qualify qualified or to be in good standing would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Change. Except as described in the Prospectus, all of the issued and outstanding equity interests of the Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than (i) the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year, year and other than (iii) those subsidiaries not required to be listed in on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and Act, (iiiii) those subsidiaries formed since the last day of the most recently ended fiscal year, and (iii) as disclosed in the Registration Statement and the Prospectus. Each subsidiary is duly incorporated, organized or formed and validly existing under the laws of the jurisdiction of its incorporation, organization or formation and is in good standing (to the extent the concept of “good standing” is applicable under the laws of such jurisdiction) under such laws. Each of the subsidiaries has requisite corporate power to carry on its business as described in the Prospectus. Each of the subsidiaries is duly qualified to transact business and is in good standing in all jurisdictions in which the conduct of its business requires such qualification; except where the failure to be so qualified or to be in good standing would not reasonably be expected to result in a Material Adverse Change.

Incorporation and Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State jurisdiction of Delaware its incorporation and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated herein and therein. Each subsidiary of the Company (each a “Subsidiary”) has been duly organized and is validly existing as a corporation or other business entity limited liability company in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. Each of the Company and the its Subsidiaries is duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing in under the jurisdictions in which laws of the jurisdiction of its business is carried on incorporation or formation and each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not reasonably be expected tonot, individually or in the aggregate, result in a Material Adverse Change. Except as described in the Prospectus, all of the issued and outstanding equity interests of the Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than (i) the subsidiaries Subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year, year and other than (iii) those subsidiaries Subsidiaries not required to be listed in on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (iiiii) those subsidiaries Subsidiaries formed since the last day of the most recently ended fiscal year.

Incorporation and Good Standing of the Company and its Subsidiaries. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware Pennsylvania and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement Agreement. Recro Gainesville LLC, Recro Enterprises, Inc. and to consummate Recro Ireland Limited are the transactions contemplated herein and thereinCompany’s only subsidiaries (the “Subsidiaries”). Each subsidiary of the Company (each a “Subsidiary”) Subsidiaries has been duly incorporated or organized (as the case may be) and is validly existing as a corporation or other business entity and in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. Each of the Company and the Subsidiaries is duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing in the jurisdictions in which its business is carried on and each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Change. Except as described in the Prospectus, all of the issued and outstanding equity interests of the Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than (i) the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year, year and other than (iii) those subsidiaries not required to be listed in on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (iiiii) those subsidiaries formed since the last day of the most recently ended fiscal year.