the IRS Uses in Absence of Litigation Clause

Absence of Litigation from Agreement and Plan of Merger Among

This Agreement and Plan of Merger, dated as of January 10, 2010 (this Agreement), is entered into by and among DIAGNOSTIC HYBRIDS, INC., an Ohio corporation (the Company), FAIRWAY ACQUISITION CORPORATION, an Ohio corporation (Merger Sub), QUIDEL CORPORATION, a Delaware corporation (Parent) and David R. Scholl, Ph.D., solely for the purpose of serving, and solely in his capacity, as Securityholder Agent (as hereinafter defined).

Absence of Litigation. Except as disclosed on Section 4.09 of the Disclosure Schedule, there is no Action pending or, to the Knowledge of the Company, threatened against the Company or any of its properties. Neither the Company nor any of its properties is subject to any continuing order of, consent decree, judgment, settlement agreement or similar written agreement with, or, to the Knowledge of the Company, continuing investigation by, any Governmental Authority. To the Knowledge of the Company, there is no Action pending or threatened against any past or current director or officer of the Company that is reasonably likely to result in any liability on the part of the Company, whether or not such liability is insured.

Absence of Litigation from Agreement and Plan of Merger

THIS AGREEMENT AND PLAN OF MERGER (this Agreement) is made and entered into as of June 27, 2008, by and among Darwin Professional Underwriters, Inc., a Delaware corporation (the Company), Allied World Assurance Company Holdings, Ltd, a Bermuda company (Parent), and Allied World Merger Company, a Delaware corporation and a wholly owned subsidiary of Parent (MergerCo and, together with Parent, the Buyer Parties).

Absence of Litigation. As of the date of this Agreement, (a) there is no material Action pending or, to the knowledge of the Company, threatened in writing against the Company or any of the Company Subsidiaries or any of its or their respective properties or assets and (b) neither the Company nor any of the Company Subsidiaries is subject to any order, judgment, writ, injunction or decree (other than those applicable generally to insurers in one or more of the Companys and the Company Subsidiaries lines of business).

Absence of Litigation from Securities Purchase Agreement

This SECURITIES PURCHASE AGREEMENT, dated as of June 17, 2007 (this Agreement), among Invus, L.P., a Bermuda limited partnership (the Investor) and Lexicon Pharmaceuticals, Inc., a Delaware corporation (the Company).

Absence of Litigation. There is no litigation, suit, claim, action, formal complaint, prosecution, indictment, formal investigation, arbitration or proceeding (whether civil, criminal or administrative, an Action) pending or, to the knowledge of the Company, threatened against the Company or any Subsidiary, or any property or asset of the Company or any Subsidiary, or for which the Company or any Subsidiary is obligated to indemnify a third party, before any Governmental Authority that (i) has had or would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) challenges the validity or propriety or seeks to materially delay or prevent the consummation of the Transactions and which is reasonably expected to be adversely determined against the Company. Neither the Company nor any Subsidiary nor any property or asset of the Company or any Subsidiary is subject to any order of, consent decree, settlement agreement or similar written agreement with, any Governmental Authority, or any order, writ, judgment, injunction, decree, ruling, determination or award of any Governmental Authority that would, individually or in the aggregate, reasonably be expected to (A) prevent or materially delay consummation of the Transactions, (B) otherwise prevent or materially delay performance by the Company of any of

Absence of Litigation from Securities Purchase Agreement

This SECURITIES PURCHASE AGREEMENT, dated as of June 17, 2007 (this Agreement), among Invus, L.P., a Bermuda limited partnership (the Investor) and Lexicon Pharmaceuticals, Inc., a Delaware corporation (the Company).

Absence of Litigation. There is no litigation, suit, claim, action, formal complaint, prosecution, indictment, formal investigation, arbitration or proceeding (whether civil, criminal or administrative, an Action) pending or, to the knowledge of the Company, threatened against the Company or any Subsidiary, or any property or asset of the Company or any Subsidiary, or for which the Company or any Subsidiary is obligated to indemnify a third party, before any Governmental Authority that (i) has had or would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) challenges the validity or propriety or seeks to materially delay or prevent the consummation of the Transactions and which is reasonably expected to be adversely determined against the Company. Neither the Company nor any Subsidiary nor any property or asset of the Company or any Subsidiary is subject to any order of, consent decree, settlement agreement or similar written agreement with, any Governmental Authority, or any order, writ, judgment, injunction, decree, ruling, determination or award of any Governmental Authority that would, individually or in the aggregate, reasonably be expected to (A) prevent or materially delay consummation of the Transactions, (B) otherwise prevent or materially delay performance by the Company of any of

Absence of Litigation from Agreement and Plan of Merger

THIS AGREEMENT AND PLAN OF MERGER (this Agreement) is made and entered into as of April 22, 2007, by and among MedImmune, Inc., a Delaware corporation (the Company), AstraZeneca PLC, a public limited company incorporated under the laws of England and Wales (Parent), and AstraZeneca Biopharmaceuticals Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (Purchaser and, together with Parent, the Buyer Parties).

Absence of Litigation. (i) There is no Action pending or, to the knowledge of the Company, threatened against the Company or any Company Subsidiaries or any of its or their respective properties or assets or against any Plan, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and (ii) none of the Company or any of the Company Subsidiaries or Plan is subject to any order, judgment, writ, injunction or decree, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.