AGREEMENT AND PLAN OF MERGER

1.1.   The Merger

1.2.   Closing

1.3.   Effective Time

2.1.   The Charter

2.2.   The Bylaws

3.1.   Director

3.2.   Officers

4.1.   Effect on Capital Stock

(a)   Merger Consideration .  Each share of the voting common stock, par value $0.01 per share, of the Company (a “ Share ” or, collectively, the “ Shares ”) issued and outstanding immediately prior to the Effective Time (other than Shares owned by Parent, Merger Sub or any other direct or indirect wholly owned Subsidiary of Parent and Shares owned by any direct or indirect wholly owned subsidiary of the Company, and in each case not held on behalf of third parties) shall be converted into the right to receive $8.50 per Share in cash (the “ Per Share Merger Consideration ”).  At the Effective Time, all of the Shares shall cease to be outstanding, shall be cancelled and shall cease to exist, each certificate (a “ Certificate ”) formerly representing any of the Shares shall thereafter represent only the right to receive the Per Share Merger Consideration, without interest.  For the avoidance of doubt, the parties acknowledge and agree that to the extent any Shares have been contributed to Parent prior to or in connection with the Effective Time, such contribution shall be deemed to have occurred immediately prior to the Effective Time.

(b)   Merger Sub .  At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, par value $0.01 per share, of the Surviving Corporation.

4.2.   Exchange of Certificates .

(a)   Paying Agent .  At or prior to the Effective Time, Parent shall deposit, or shall cause to be deposited, with a paying agent selected by Parent with the Company’s prior approval (such approval not to be unreasonably withheld or delayed) (unless a paying agent reasonably acceptable to the Parent and Company is not available on commercially reasonable terms, in which case the Company shall act as paying agent hereunder) (such paying agent or the Company, as applicable, the “ Paying Agent ”), for the benefit of the holders of Shares, a cash amount in immediately available funds necessary for the Paying Agent to make payments under Section 4.1(a) (such cash being hereinafter referred to as the “ Exchange Fund ”).  The Paying Agent shall invest the Exchange Fund as directed by Parent; provided that such investments shall be in obligations of or guaranteed by the United States of America or obligations of an agency of the United States of America which are backed by the full faith and credit of the United States of America.  Any interest and other income resulting from such investment shall become a part of the Exchange Fund, and any amounts in excess of the amounts payable under Section 4.1(a) shall be promptly returned to the Surviving Corporation.  To the extent that there are losses with respect to any such investments, the Exchange Fund diminishes for any reason below the level required to make prompt cash payment under Section 4.1(a), Parent shall, or shall cause the Surviving Corporation to, promptly replace, restore or increase the cash in the Exchange Fund so as to ensure that the Exchange Fund is at all times maintained at a level sufficient to make such payments under Section 4.1(a).

(b)   Exchange Procedures .  Promptly after the Effective Time (and in any event within two (2) business days), the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Shares (i) a letter of transmittal in customary form specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof as provided in Section 4.2(e)) to the Paying Agent, such letter of transmittal to be in such form and have such other provisions as Parent and the Company may reasonably agree, and (ii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof as provided in Section 4.2(e)) in exchange for the Per Share Merger Consideration.  Upon surrender of a Certificate (or affidavit of loss in lieu thereof as provided in Section 4.2(e)) to the Paying Agent in accordance with the terms of such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor a cash amount in immediately available funds (after giving effect to any required Tax withholdings as provided in Section 4.2(g)) equal to (x) the number of Shares represented by such Certificate (or affidavit of loss in lieu thereof as provided in Section 4.2(e)) multiplied by (y) the Per Share Merger Consideration, and such Certificate so surrendered shall forthwith be cancelled.  No interest will be paid or accrued on any amount payable upon due surrender of the Certificates.  In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents reasonably required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid or are not applicable, the Paying Agent shall deliver to such transferee an amount of cash in immediately available funds to be exchanged upon due surrender of such Certificate.

(c)   Transfers .  All Per Share Merger Consideration paid upon the surrender for exchange of Certificates in accordance with the terms of this Article IV shall be deemed to have been paid in full satisfaction of all rights pertaining to the Shares formerly represented by such Certificates.  From and after the Effective Time, there shall be no transfers on the stock transfer books of the Company of the Shares that were outstanding immediately prior to the Effective Time.  If, after the Effective Time, any Certificate is presented to the Surviving Corporation, Parent or the Paying Agent for transfer, it shall be cancelled and exchanged for the cash amount in immediately available funds to which the holder thereof is entitled pursuant to this Article IV.  From and after the Effective Time, holders of Certificates shall cease to have any rights as stockholders of the Company, except as otherwise provided herein or by Law.

(d)   Termination of Exchange Fund .  Any portion of the Exchange Fund (including the proceeds of any investments thereof) that remains unclaimed by the stockholders of the Company for one year after the Effective Time shall be delivered to the Surviving Corporation.  Any holder of Shares who has not theretofore complied with this Article IV shall thereafter look only to Parent and the Surviving Corporation for payment of the Per Share Merger Consideration upon due surrender of its Certificates (or affidavits of loss in lieu thereof as provided in Section 4.2(e)), without any interest thereon.  Notwithstanding the foregoing, none of the Surviving Corporation, Parent, the Paying Agent or any other Person shall be liable to any former holder of Shares for any amount required to be delivered to a public official pursuant to applicable abandoned property, escheat or similar Laws.  For the purposes of this Agreement, the term “ Person ” shall mean any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity of any kind or nature.

(e)   Lost, Stolen or Destroyed Certificates .  In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such Person of a bond in customary amount and upon such terms as may be required by Parent as indemnity against any claim that may be made against it or the Surviving Corporation with respect to such Certificate, the Paying Agent will deliver to such Person cash in immediately available funds in the amount (after giving effect to any required Tax withholdings as provided in Section 4.2(g)) equal to the number of Shares represented by such lost, stolen or destroyed Certificate multiplied by the Per Share Merger Consideration.

(f)   Appraisal Rights .  In accordance with the Company’s charter and Section 3-202(c) of the MGCL, no stockholder of the Company shall have any statutory rights to demand and receive payment of the fair value of the stockholder’s Shares as a result of the transactions contemplated by this Agreement or the Merger.

(g)   Withholding Rights .  Each of Parent and the Surviving Corporation shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code, or any other applicable state, local or foreign Tax Law.  To the extent that amounts are so withheld by the Surviving Corporation or Parent, as the case may be, such withheld amounts shall (i) be remitted by Parent or the Surviving Corporation, as applicable, to the applicable Governmental Entity and (ii) be treated for all purposes of this Agreement as having been paid to the holder of Shares in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be.  Parent and Merger Sub agree that no amounts will be withheld pursuant to Code Section 1445 with respect to any amounts payable under this Agreement.

4.3.   Treatment of Stock Plans and Warrants

(a)   Options .  Except as may be separately agreed in writing prior to the Effective Time by Parent and the holder of any option to purchase Shares (a “ Company Option ”) (with respect to such holder’s Company Options only), at the Effective Time, each outstanding Company Option under the Stock Plans shall become fully exercisable and vested, shall be cancelled and shall only entitle the holder thereof to receive, as soon as reasonably practicable after the Effective Time (but in any event no later than three (3) business days after the Effective Time), an amount in cash equal to (x) the total number of Shares subject to such Company Option immediately prior to the Effective Time multiplied by (y) the excess, if any, of the Per Share Merger Consideration over the exercise price per Share under such Company Option, less applicable Taxes required to be withheld with respect to such payment. The Company agrees to use commercially reasonable efforts to take all actions reasonably sufficient (including any action reasonably requested by Parent) to effectuate immediately prior to the Effective Time the cancellation of all Company Stock Options.

(b)   Restricted Stock .  At the Effective Time, each outstanding share of restricted stock (“ Restricted Stock ”) under the Stock Plans shall become fully vested, shall be cancelled and shall only entitle the holder thereof to receive, as soon as reasonably practicable after the Effective Time (but in any event no later than three (3) business days after the Effective Time), an amount in cash equal to (x) the total number of shares of such Restricted Stock immediately prior to the Effective Time multiplied by (y) the Per Share Merger Consideration, less applicable Taxes required to be withheld with respect to such payment.

(c)   Warrants .  At the Effective Time, each outstanding Warrant shall be cancelled and shall only entitle the holder thereof to receive, as soon as reasonably practicable after the Effective Time (but in any event no later than three (3) business days after the Effective Time), an amount in cash equal to (x) the total number of Shares subject to such Warrant immediately prior to the Effective Time multiplied by (y) the excess, if any, of the Per Share Merger Consideration over the exercise price per Share under such Warrant, less applicable Taxes required to be withheld with respect to such payment.

(d)   Corporate Actions .  At or prior to the Effective Time, the Company, the board of directors of the Company (subject to the exercise of the directors’ duties under applicable Law) and the compensation committee of the board of directors of the Company (subject to the exercise of the directors’ duties under applicable Law), as applicable, shall adopt resolutions and take all actions necessary to implement the provisions of Sections 4.3(a), 4.3(b), 4.3(c) and this Section 4.3(d).  Except as otherwise provided herein or agreed to in writing by Parent and the Company or as may be necessary to administer Company Options or Restricted Stock remaining outstanding following the Effective Time, the Stock Plans shall be terminated effective as of the Effective Time and no participant in the Stock Plans shall thereafter be granted any rights thereunder to acquire any equity securities of the Company, the Surviving Corporation, Parent or any Subsidiary of any of the foregoing.

4.4.   Adjustments to Prevent Dilution

5.1.   Representations and Warranties of the Company

(a)   Organization, Good Standing and Qualification .  Each of the Company and its Subsidiaries is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation or similar entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, qualified or in good standing, or to have such power or authority, are not, individually or in the aggregate, reasonably expected to have a Company Material Adverse Effect.  The Company has made available to Parent complete and correct copies of the Company’s and its Significant Subsidiaries’ charters and bylaws or comparable governing documents, each as amended to the date hereof, and each as so made available is in effect on the date hereof.  As used in this Agreement, the term (i) “ Subsidiary ” means, with respect to any Person, any other Person of which at least a majority of the securities or ownership interests having by their terms ordinary voting power to elect a majority of the board of directors or other Persons performing similar functions is directly or indirectly owned or controlled by such Person and/or by one or more of its Subsidiaries and, unless otherwise indicated herein, the term “ Subsidiary ” refers to a Subsidiary of the Company, (ii) “ Significant Subsidiary ” is as defined in Rule 1.02(w) of Regulation S-X promulgated pursuant to the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), and (iii) “ Company Material Adverse Effect ” means any event, circumstance, development, change or effect that (i) has a material adverse effect on the financial condition, properties, assets, liabilities, business or results of operations of the Company and its Subsidiaries taken as a whole or (ii) would reasonably be expected to prevent the Company from consummating the Merger or prevent the Company from performing its obligations under this Agreement; provided , however , that none of the following shall constitute or be taken into account in determining whether there has been or is a Company Material Adverse Effect:

(A)           events, circumstances, developments, changes or effects in the economy or financial markets generally in the United States or other countries in which the Company or any of its Subsidiaries conduct operations or that are the result of acts of war or terrorism so long as such events, circumstances, developments, changes or effects do not adversely affect the Company or its Subsidiaries in a materially disproportionate manner relative to participants in the pharmaceutical industry or any industry in which the Company or its Subsidiaries operate;

(B)           events, circumstances, developments, changes or effects that are the result of factors generally affecting the pharmaceutical industry or any industry in which the Company and its Subsidiaries operate so long as such events, circumstances, developments, changes or effects do not adversely affect the Company or its Subsidiaries in a materially disproportionate manner relative to participants in either the pharmaceutical industry or any industry in which the Company or its Subsidiaries operate, respectively;

(C)           any loss or threatened loss of, or adverse change or threatened adverse change in, the relationship of the Company or any of its Subsidiaries with its customers, employees, financing sources or vendors caused by the pendency or the announcement of the transactions contemplated by this Agreement;

(D)           events, circumstances, developments, changes or effects arising from the entry into, actions contemplated by or the performance of obligations required by this Agreement, including any litigation or other proceeding arising therefrom, and any actions taken by the Company and its Subsidiaries to obtain approval under applicable antitrust or competition laws for consummation of the Merger;

(E)           changes in any Laws or U.S. generally accepted accounting principles (“ GAAP ”), or interpretation thereof after the date hereof;

(F)           any failure by the Company to meet any estimates of revenues or earnings for any period ending on or after June 30, 2008, provided that the exception in this clause shall not prevent or otherwise affect a determination that any change, effect, circumstance or development underlying such failure has resulted in, or contributed to, a Company Material Adverse Effect;

(G)           a decline in the price or trading volume of the Company’s voting common stock, provided that the exception in this clause shall not prevent or otherwise affect a determination that any change, effect, circumstance or development underlying such decline has resulted in, or contributed to, a Company Material Adverse Effect; and

(H)           events, circumstances, developments, changes or effects arising out of compliance by any of the parties with Section 6.16.

           (b)   Capital Structure .

(i)   The authorized capital stock of the Company consists of 60,000,000 shares of stock, of which 50,000,000 shares are classified as voting common stock, par value $0.01 per share; 5,000,000 shares are classified as non-voting common stock, par value $0.01 per share, none of which were outstanding as of the date hereof; and 5,000,000 shares are classified as preferred stock, par value $0.01 per share, none of which were outstanding as of the date hereof.  13,349,095 Shares were outstanding as of the close of business on July 6, 2009.  All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable.  As of July 6, 2009, other than (i) 1,950,000 Shares reserved for issuance under the 2001 Equity Incentive Plan and 2004 Long Term Incentive Plan (collectively, the “ Stock Plans ”), (ii) 1,471,900 Shares subject to issuance upon the exercise of the warrants listed on Section 5.1(b)(i) of the Company Disclosure Letter (the “ Warrants ”), the Company has no Shares reserved for issuance.  Section 5.1(b)(i) of the Company Disclosure Letter contains a correct and complete list of Warrants and options and restricted stock outstanding under the Stock Plans in each case as of the date hereof, including the holder, date of grant, term, number of Shares and, where applicable, exercise price.  Each of the outstanding shares of capital stock or other equity securities of each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, owned by the Company or by a direct or indirect wholly owned Subsidiary of the Company, free and clear of any lien, charge, pledge, security interest, claim or other encumbrance (each, a “ Lien ”).

(ii)   There are no preemptive rights that obligate the Company or any of its Significant Subsidiaries to issue or sell any shares of capital stock or other equity securities of the Company or any of its Significant Subsidiaries.  There are no other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Significant Subsidiaries to issue or sell any shares of capital stock or other equity securities of the Company or any of its Significant Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any equity securities of the Company or any of its Significant Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding, in each case except for the Warrants and the Company Options.  Upon any issuance of any Shares in accordance with the terms of the Stock Plans or Warrants, as applicable, such Shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any Liens.  The Company does not have outstanding any bonds, debentures or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter.  For purposes of this Agreement, a wholly owned Subsidiary of the Company shall include any Subsidiary of the Company all of the shares of capital stock of which are owned by the Company (or a wholly owned Subsidiary of the Company).

(iii)   Neither the Company nor any Subsidiary owns an equity interest in any entity, or an interest convertible into or exchangeable or exercisable for an equity interest, constituting 50% or less of the total outstanding amount of the equity interests of such entity (collectively, the “ Investments ”).

(c)   Corporate Authority; Approval and Fairness .

(i)   The Company has all requisite corporate power and authority and (assuming the representations of Parent and Merger Sub set forth in Section 5.2(i) are true and correct) has taken all corporate action necessary in order to execute and deliver this Agreement and, subject only to the approval of the Merger by (A) the holders of at least a majority of the outstanding Shares entitled to vote on such matter at a stockholders’ meeting duly called and held for such purpose (the “ Maryland Law Vote ”) and (B) a majority of the votes cast by holders of outstanding Shares entitled to vote on such matter at a stockholders’ meeting duly called and held for such purpose, not including for purposes of this clause (B) any votes cast by Parent, Merger Sub or any Interested Party (the “ Neutralized Vote ” and, together with the Maryland Law Vote, the “ Company Requisite Vote ”), to perform its obligations under this Agreement and to consummate the Merger.  This Agreement has been duly executed and delivered by the Company and constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “ Bankruptcy and Equity Exception ”).  For purposes of this Section 5.1(c)(i), “ Interested Party ” means (i) Andrew Baker, (ii) any Person who beneficially owns Shares, if any, that has entered into an agreement, arrangement or understanding with Parent or Merger Sub or any of their respective affiliates to (x) provide equity financing for the Merger or (B) vote or give any consents (or withhold any such votes or consents) with respect to any Shares in respect of the Merger or any similar transaction and (iii) any officer, director, partner, member or employee of Parent or Merger Sub.

(ii)   The (A) board of directors of the Company has (I) determined that the Merger is in the best interests of the Company and its stockholders, approved and declared advisable this Agreement and the Merger and the other transactions contemplated hereby and resolved to recommend approval of the Merger to the holders of Shares (the “ Company Recommendation ”), and (II) subject to the terms of this Agreement, directed that the Merger be submitted to the holders of Shares for their approval at a stockholders’ meeting duly called and held for such purpose and (B) special committee of the board of directors of the Company has received the opinion of its financial advisor to the effect that, based on and subject to the various assumptions, matters considered and limitations described in such opinion, the Per Share Merger Consideration to be received by the holders of Shares (other than Parent, any Interested Parties and their respective affiliates) in the Merger is fair from a financial point of view, as of the date of such opinion, to such holders.  It is agreed and understood that such opinion is for the benefit of the special committee of the Company’s board of directors and may not be relied on by Parent or Merger Sub.

(d)   Governmental Filings; No Violations; Certain Contracts .

(i)   Other than the filings and/or notices (A) pursuant to Section 1.3, (B) under the Exchange Act, including the filing of the Proxy Statement and a Schedule 13E-3 regarding the transactions contemplated hereby (such schedule, including any amendment or supplement thereto, the “ Schedule 13E-3 ”) and (C) under the rules of NYSE Arca (collectively, the “ Company Approvals ”), no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any Governmental Entity in connection with the execution, delivery and performance of this Agreement by the Company and the consummation of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain would not, individually or in the aggregate, be reasonably expected to have a Company Material Adverse Effect or materially impair the consummation of the transactions contemplated by this Agreement.  The term “ Governmental Entity ” means each U.S. domestic or foreign governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental entity (including each and every federal, state, local or foreign court, authority, agency, commission, body or other legislative, executive or judicial governmental entity with jurisdiction over enforcement of any applicable antitrust or competition Laws (each a “ Government Antitrust Entity ”)).  Section 5.1(d)(i) of the Company Disclosure Letter sets forth a true and correct list of all consents and waivers required in respect of any Contract as a result of the Merger (the “ Required Consents ”).

(ii)   The execution, delivery and performance of this Agreement by the Company do not, and the consummation of the Merger and the other transactions contemplated hereby will not, constitute or result in (A) a breach or violation of, or a default under, the charter or bylaws of the Company or the comparable governing instruments of any of its Significant Subsidiaries, (B) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations or the creation of a Lien on any of the assets of the Company or any of its Significant Subsidiaries pursuant to, any Contract binding upon the Company or any of its Subsidiaries or (C) assuming compliance with the matters referred to in Section 5.l(d)(i), a violation of any Laws to which the Company or any of its Subsidiaries is subject, except, in the case of clause (B) or (C) above, for any such breach, violation, termination, default, creation, acceleration or change that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect or prevent  or materially impair the consummation of the transactions contemplated by this Agreement.  The term “ Contract ” means any agreement, lease, license, contract, note, mortgage, indenture or other document to which the Company or any Subsidiary is a party or by which the Company or a Subsidiary or any property or asset of the Company or any Subsidiary is bound (I) not otherwise terminable by the other party thereto on sixty (60) days’ or less notice and which involves payments to or from the Company or any of its Subsidiaries of $1.0 million or more in the aggregate during any year; (II) on which the business of the Company and its Subsidiaries is materially dependent; (III) between the Company or a Subsidiary and any affiliate thereof (excluding the Company or any other Subsidiary) of the type that would be required to be disclosed under Item 404 of Regulation S-K (“ Regulation S-K ”) promulgated by the SEC; (IV) which, if breached, violated or terminated, would reasonably be expected to result in a Company Material Adverse Effect; (V) which relates to or evidences Specified Indebtedness (including any guarantee (to the extent such guarantee itself constitutes Specified Indebtedness) of Specified Indebtedness of any third party other than a wholly-owned Subsidiary of the Company) with respect to which $1.0 million or more in principal is outstanding individually with respect to such Specified Indebtedness; and (VI) which is required to be filed as an exhibit to the Company’s Annual Report on Form 10-K pursuant to Item 601(b)(10) of Regulation S-K promulgated by the SEC.  The term “ Specified Indebtedness ” means all items constituting Indebtedness under clauses (i), (ii), (iii), (v), (vi), (vii) and (ix) (but limited in the case of clause (ix) to guarantees of items otherwise constituting Specified Indebtedness as defined herein) of the definition of “Indebtedness” in the Financing Agreement (as in effect on the date thereof).

(iii)   As of the date hereof and as of the Closing Date, no Default (as defined in the Financing Agreement (the “ Financing Agreement ”) dated as of March 1, 2006 among a Subsidiary of the Company, as borrower, the Company, as guarantor, the other guarantors named therein and the lenders from time to time party thereto, as in effect on the date hereof) under Section 9.01(a), (g) or (k) of the Financing Agreement or Event of Default (as defined in the Financing Agreement as in effect on the date hereof) has occurred and is continuing.

(e)   Company Reports; Financial Statements .

(i)   The Company has filed or furnished, as applicable, on a timely basis all statements and reports required to be filed or furnished by it with the Securities and Exchange Commission (the “ SEC ”) under the Exchange Act or the Securities Act of 1933, as amended (the “ Securities Act ”), since December 31, 2007 (the “ Applicable Date ”) (the statements and reports filed or furnished since the Applicable Date and those filed or furnished subsequent to the date hereof, including any amendments thereto, the “ Company Reports ”).  Each of the Company Reports, at the time of its filing or being furnished, complied or, if not yet filed or furnished, will comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act, and any rules and regulations promulgated thereunder applicable to the Company Reports, except in each case with respect to such exemptions granted or afforded to the Company or its Subsidiaries by the SEC or its staff in connection with confidentiality arrangements.  As of their respective dates (or, if amended prior to the date hereof, as of the date of such amendment), the Company Reports did not, and any Company Reports filed or furnished with the SEC subsequent to the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein (except in each case with respect to any redactions and omissions permitted to be made by the Company pursuant to confidentiality arrangements granted or afforded to the Company or its Subsidiaries by the SEC or its staff), in light of the circumstances in which they were made, not misleading.

(ii)   Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports filed by the Company with the SEC on or prior to the date hereof (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of its date, and each of the consolidated statements of operations, stockholders’ equity and cash flows included in or incorporated by reference into the Company Reports filed by the Company with the SEC on or prior to the date hereof (including any related notes and schedules) fairly presents in all material respects the consolidated results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its consolidated Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and year-end adjustments), in each case in accordance with GAAP, except as may be noted therein.

(iii)   Except as and to the extent set forth on the consolidated balance sheets of the Company and its consolidated Subsidiaries as at December 31, 2008 or March 31, 2009, included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 or the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2009, as applicable, neither the Company nor any Subsidiary has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities and obligations (i) incurred in the ordinary course of business and in a manner consistent with past practice since March 31, 2009, (ii) incurred in connection with the Merger or any other transaction or agreement contemplated by this Agreement or (iii) that have not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

(iv)   (A) As of the date hereof and at the Closing Date (but prior to the Merger), the Company and its Subsidiaries shall have no outstanding Specified Indebtedness other than (w) not more than $56.0 million in principal amount of the loans outstanding under the Financing Agreement, (x) the Indebtedness and obligations under the Alconbury Leases (as defined in the Financing Agreement as of the date hereof) and (y) other Specified Indebtedness not to exceed $4.5 million in the aggregate; (B) as of the date hereof, the aggregate amount of cash and cash equivalents of the Company and its direct and indirect wholly-owned Subsidiaries (as determined in accordance with GAAP), is not less than $34.0 million; and (C) as of the date hereof and as of the Closing Date (but immediately prior to the Merger), Qualified Cash of the Loan Parties (each as defined under the Financing Agreement as in effect on the date hereof) shall be no less than $20,000,000.  For purposes of this Section 5.1(e)(iv), (x) with respect to any assets or liabilities denominated in UK pound sterling, all amounts expressed in US dollars shall mean the equivalent amount in UK pound sterling using the current exchange rate between US dollars and UK pound sterling in effect on the date hereof; and (y) no guarantee of Specified Indebtedness shall be included in the calculation of Specified Indebtedness if the underlying Specified Indebtedness subject to such guarantee is itself included in such calculation.

(v)   The Company maintains disclosure controls and procedures as required by Rule 13a-15 or 15d-15 under the Exchange Act.

(f)   Absence of Certain Changes .  Since March 31, 2009, except for matters expressly contemplated by this Agreement, the Company and its Subsidiaries have conducted their respective businesses only in, and have not engaged in any material transaction other than according to, the ordinary course of such businesses and there has not been:

(i)   any change in the financial condition, properties, assets, liabilities, business or results of their operations that, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect;

(ii)   any material damage, destruction or other casualty loss with respect to any material asset or property owned or leased by the Company or any of its Subsidiaries, to the extent not covered by insurance, that, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect;

(iii)   any declaration, setting aside or payment of any dividend or other distribution with respect to any shares of capital stock of the Company;

(iv)   any material change in any method of accounting or accounting practice by the Company or any of its Subsidiaries; or

(v)   any commitment made by the Company or any agreement entered into by the Company in each case requiring the Company to take any action that would be prohibited by Section 6.1(a) hereof if taken after the date hereof.

(g)   Litigation .

(i)   As of the date of this Agreement, there are no civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations or other proceedings pending (in which service of process has been received by an employee of the Company or any Subsidiary) or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries, which, individually or in the aggregate, would reasonably be expected to have a Company Material Adverse Effect.  Neither the Company nor any of its Subsidiaries is a party to or subject to the provisions of any judgment, order, writ, injunction, decree or award of any Governmental Entity which, individually or in the aggregate, would reasonably be expected to have a Company Material Adverse Effect.

The term “ Knowledge ” when used in this Agreement with respect to the Company shall mean the knowledge of those Persons set forth in Section 5.1(g) of the Company Disclosure Letter (after reasonable inquiry by such Persons of other Persons that might reasonably be expected to have knowledge of the subject matter).

(h)   Employee Benefits .

(i)   For purposes of this Agreement, “Benefit Plans” means all benefit and compensation plans, contracts, policies or arrangements covering current or former employees of the Company and its Subsidiaries (the “ Employees ”) and current or former directors or independent contractors of the Company and its Subsidiaries under which there is or may be a continuing financial obligation of the Company or a Subsidiary, including “employee benefit plans” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”), and deferred compensation, severance, vacation, stock option, stock purchase, stock appreciation rights, stock based, incentive and bonus plans, other than Benefit Plans maintained outside of the United States primarily for the benefit of the Employees working outside of the United States (such plans hereinafter being referred to as “ Non-U.S. Benefit Plans ”).  All material Benefit Plans are listed on Schedule 5.1(h)(i) of the Company Disclosure Letter, and each Benefit Plan that has received a favorable determination or opinion letter from the Internal Revenue Service (the “ IRS ”) has been separately identified.  True and complete copies of the following have been made available to Parent: (i) all Benefit Plans listed on Schedule 5.1(h)(i) of the Company Disclosure Letter, (ii) each trust or funding arrangement prepared in connection with each such Benefit Plan, (iii) the most recently filed annual report on IRS Form 5500 for each Benefit Plan for which such reports are required, (iv) the most recently received IRS determination letter for each Benefit Plan for which such a determination letter has been received, (v) the most recently prepared actuarial report for each Benefit Plan for which such a report is required, (vi) the most recent summary plan description and any summaries of material modification for each Benefit Plan, and (vii) any employee handbooks.

(ii)   All Benefit Plans, other than “multiemployer plans” within the meaning of Section 3(37) of ERISA (each, a “ Multiemplover Plan ”) and Non-U.S. Benefit Plans (collectively, “ U.S. Benefit Plans ”), are in substantial compliance with ERISA, the Internal Revenue Code of 1986, as amended (the “ Code ”), and other applicable Laws.  Each U.S. Benefit Plan which is subject to ERISA (an “ ERISA Plan ”) and that is an “employee pension benefit plan” within the meaning of Section 3(2) of ERISA (a “ Pension Plan ”) intended to be qualified under Section 401(a) of the Code, has received a favorable determination or opinion letter from the IRS or has applied to the IRS for such favorable determination or opinion letter under Section 401(b) of the Code, and the Company is not aware of any circumstances likely to result in the loss of the qualification of such Pension Plan under Section 401(a) of the Code.  Neither the Company nor any of its Subsidiaries has engaged in a transaction that could subject the Company or any of its Subsidiaries to a tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA in an amount that, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect.

(iii)   Neither the Company nor any of its Subsidiaries has or is expected to incur any material liability under Title IV of ERISA with respect to any ongoing, frozen or terminated “single-employer plan,” within the meaning of Section 4001(a)(15) of ERISA, currently or formerly maintained or contributed to by any of them, or the single-employer plan of, or contributed to by, any entity which is considered one employer with the Company or a Subsidiary under Section 4001 of ERISA or Section 414 of the Code (an “ ERISA Affiliate ”).  At no time since December 31 2002, has the Company, a Subsidiary or any ERISA Affiliate, been required to contribute to a Multiemployer Plan.  Neither the Company, a Subsidiary nor any ERISA Affiliate has incurred any withdrawal liability, within the meaning of Section 4201 of ERISA to any Multiemployer Plan nor does the Company, a Subsidiary or any ERISA Affiliate have any potential withdrawal liability arising from a transaction described in Section 4204 of ERISA.  Neither the Company, a Subsidiary nor any ERISA Affiliate has failed to satisfy the minimum funding standards (within the meaning of Section 412 or 430 of the Code) with respect to any employee pension benefit plan (within the meaning of Section 3(2) of ERISA) or has any liability for unpaid contributions with respect to any such plan.  For the avoidance of doubt, this Section 5.1(h)(iii) does not apply to Non-U.S. Benefit Plans.

(iv)   There is no material pending or, to the Knowledge of the Company, threatened litigation relating to the Benefit Plans, other than routine claims for benefits.  No material administrative investigation, audit or other administrative proceeding by the Department of Labor, the Internal Revenue Service, Pension Benefit Guaranty Corporation or other Governmental Entity is pending or, to the Knowledge of the Company, threatened.

(v)   All Non-U.S. Benefit Plans comply in all material respects with applicable Law.  All material Non-U.S. Benefit Plans are listed on Schedule 5.1(h)(v) of the Company Disclosure Letter.  Each of the material Non-U.S. Benefit Plans has obtained from the government or governments having jurisdiction with respect to such plan any material required determinations that such plans are in compliance with the laws and regulations of any government.  Since January 1, 2003, each material Non-U.S. Benefit Plan has been administered at all times, in all material respects, in accordance with its terms.  The transactions contemplated by this Agreement will not result in any accelerated or additional funding obligation with respect to any Non-U.S. Benefit Plan.

(vi)   No payment which is or may be made by, from or with respect to any Benefit Plan, to any employee, former employee, director or agent of the Company, a Subsidiary or any ERISA Affiliate, either alone or in conjunction with any other payment, event or occurrence, will or could properly be characterized as an “excess parachute payment” under Section 280G of the Code.  No Benefit Plan exists that would reasonably be expected to result in the payment to any Employee, director or independent contractor of the Company or any Subsidiary of any money or other property, result in a requirement to fund or accelerate funding of any trust or other account or plan, result in the forgiveness of indebtedness or accelerate or provide any other rights or benefits (including the acceleration of the accrual or vesting of any benefits under any Benefit Plan or the acceleration or creation of any rights under any severance, parachute or change in control agreement or the right to receive any transaction bonus or other similar payment) to any Employee, director or independent contractor of the Company or any Subsidiary as a result of the consummation of the Merger or any other transaction contemplated by this Agreement (whether alone or in connection with any other event).

(vii)   No Benefit Plan (other than the UK Pension Plan) provides post-termination or retiree medical benefits, and neither the Company nor any Subsidiary has any obligation to provide any post-termination or retiree medical benefits other than, in each case, for health care continuation as required by Section 4980B of the Code or any similar statute.  The term “ UK Pension Plan ” when used in this Agreement means The LSR Pension and Life Assurance Scheme, which is provided in the United Kingdom under a Trust Deed and Rules dated December 14, 2001, as amended.

Notwithstanding any other representation or warranty in Article V of this Agreement, the representations and warranties contained in this Section 5.1(h) and in Section 5.1(m) shall constitute the sole representations and warranties of the Company relating to employee benefit matters and labor relations.

(i)   Compliance with Laws; Licenses .

(A)           The businesses of each of the Company and its Subsidiaries have not been since the Applicable Date, and are not being, conducted in material violation of any federal, state, local or foreign law, statute or ordinance, common law, standard, or any rule, regulation, judgment, order, writ, injunction, decree, arbitration award, agency requirement, license or permit of any Governmental Entity (collectively, “ Laws ”).  Except with respect to regulatory matters described in Sections 5.1(d)(i) or 6.5, no investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or, to the Knowledge of the Company, threatened, except for those the outcome of which are not, individually or in the aggregate, reasonably expected to have a Company Material Adverse Effect.  The Company and its Subsidiaries each has obtained and is in material compliance with all material permits, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Entity (“ Licenses ”) necessary to conduct its business as presently conducted.  Since December 31, 2006, the Company has not received any written notice from any Governmental Entity requiring the termination or suspension or material modification of any animal study, preclinical study or clinical trial conducted by or on behalf of the Company and its Subsidiaries.

(B)           The Company has disclosed, based on its management’s most recent evaluation of the Company’s internal control over financial reporting, to the Company’s auditors and the audit committee of the board of directors of the Company and, to the extent required to be disclosed therein, in its reports under the Exchange Act (i) any identified significant deficiencies and material weaknesses (as such terms are defined by the Public Company Accounting Oversight Board’s Auditing Standard No. 2) and (ii) any fraud of which the Company has Knowledge that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.  To the extent any such disclosure was made, the Company has made available to Parent a summary of such disclosure.

(C)           To the Knowledge of the Company, since December 31, 2006, the Company has not received any adverse complaint, allegation, assertion or claim in writing from its auditors or the SEC regarding the accounting practices, procedures, methodologies or methods of the Company or its internal control over financial reporting.

(j)   Takeover Statutes .  Assuming that the representations of Parent and Merger Sub set forth in Section 5.2(i) are true and correct, the board of directors of the Company has taken all necessary actions to render the provisions of any “fair price,” “moratorium,” “control share acquisition” or any other state anti-takeover or similar statute, including Subtitles 6 and 7 of Title 3 of the MGCL (collectively, “ Takeover Statutes ”), inapplicable to this Agreement, the Merger and the transactions contemplated by this Agreement.

(k)   Environmental Matters .

(i)   Except for such matters that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect: (A) the Company and its Subsidiaries are in compliance with all applicable Environmental Laws; (B) the Company and its Subsidiaries possess all permits, licenses, registrations, identification numbers, authorizations and approvals required under applicable Environmental Law for the operation of their respective businesses as presently conducted; (C) neither the Company nor any of its Subsidiaries has received any written claim, notice of violation or citation or notice of potential responsibility concerning any violation or alleged violation of or alleged or potential liability under any applicable Environmental Law during the past two years; (D) there are no writs, injunctions, decrees, orders or judgments outstanding, or any actions, suits or proceedings pending or, to the Knowledge of the Company, threatened, concerning compliance by the Company or any of its Subsidiaries with, or liability of the Company or any of its Subsidiaries under, any Environmental Laws; and (E) to the Knowledge of the Company, there has been no Release of Materials of Environmental Concern at, on, under or from any of the properties or facilities currently or formerly owned, leased or operated by the Company or any of its Subsidiaries, in each case which could reasonably be expected to result in material liability to the Company or its Subsidiaries under Environmental Law.

(ii)   Notwithstanding any other representation or warranty in Article V of this Agreement, the representations and warranties contained in this Section 5.1(k) constitute the sole representations and warranties of the Company relating to any Environmental Law.

As used herein, the term “ Environmental Law ” means any applicable law, regulation, code, license, permit, order, judgment, decree or injunction from any Governmental Entity (A) concerning pollution, the protection of the environment, (including ambient air, indoor air, water, soil and natural resources) or (B) the Release or threat of Release of any Materials of Environmental Concern, in each case as presently in effect.

As used herein, the term “ Materials of Environmental Concern” means any substance, chemical, waste, material, pollutant, contaminant, compound or constituent in any form, including petroleum, friable asbestos, friable asbestos-containing material, and polychlorinated biphenyls regulated or which could reasonably be expected to give rise to liability under applicable Environmental Laws.

As used herein, the term “ Release ” means any release, spill, emission, leaking, pumping, emitting, discharging, injecting, escaping, leaching, dumping, disposing or migrating into or through the environment, or within or from any structure or facility.

(l)   Taxes .

(i)   (A) The Company and each of its Subsidiaries (1) have prepared in good faith and timely filed (taking into account any extension of time within which to file) all Tax Returns required to be filed on or before the Closing by any of them and all such filed Tax Returns are complete and accurate, except where failure to so prepare or file Tax Returns, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect, (2) have paid all Taxes that are required to be paid or that the Company or any of its Subsidiaries are obligated to withhold from amounts owing to any employee, creditor or third party, except where failure to so pay or withhold, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect, (3) have established adequate reserves in accordance with GAAP for all Taxes not yet due and payable, (4) have not waived any statute of limitations with respect to any Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency and (5) have no liability for the Taxes of any Person (other than any of the Subsidiaries of the Company) under Treas. Reg. Section 1.1502-6 (or any similar provision of state, local, or foreign law), or as a transferee or successor, (B) to the Company’s Knowledge, there are no circumstances in existence on the date hereof which would cause the disallowance of the carry forward of any material trading losses of any Subsidiary of the Company under Schedule 20 of the Finance Act 2000, and (C) except as would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect, all material claims by any Subsidiary of the Company for research and development relief or for a research and development tax credit under and within the meaning of Schedule 20 to the Finance Act 2000 have been duly made on a proper basis within any applicable time limits and HM Revenue & Customs have not disputed or challenged any Subsidiary’s entitlement to make any such claim and/or the amount of any such clam.  To the Company’s Knowledge, any material expenditure by any Subsidiary of the Company which has been included in such a claim constitutes a “qualifying expenditure” for the purposes of Schedule 20 of the Finance Act 2000.

(ii)   As of the date hereof, there are not pending or, to the Knowledge of the Company, threatened in writing, any audits, examinations, investigations or other proceedings in respect of Taxes or Tax matters of the Company.  The Company has made available to Parent true and correct copies of the United States federal income Tax Returns filed by the Company and its Subsidiaries for each of the fiscal years ended December 31, 2007 and 2006.

(iii)   Neither the Company nor any Subsidiary is a party to any indemnification, allocation or sharing agreement relating principally to Taxes.

As used in this Agreement, (A) the term “ Tax ” (including, with correlative meaning, the term “ Taxes ”) shall mean all federal, state, local and foreign income, profits, franchise, gross receipts, environmental, customs duty, capital stock, severances, stamp, payroll, sales, employment, unemployment, disability, use, property, withholding, excise, production, value added, occupancy and other taxes, duties or assessments of any nature whatsoever, together with all interest, penalties and additions imposed with respect to such amounts and any interest in respect of such penalties and additions, and (B) the term “ Tax Return ” includes all returns and reports (including elections, declarations, disclosures, schedules, estimates and information returns) required to be supplied to a Tax authority relating to Taxes.

(m)   Labor Matters .

(i)   Neither the Company nor any of its Subsidiaries is a party to or otherwise bound by any collective bargaining agreement or other Contract with a labor union, trade union, works council or other labor organization (a “ CBA ”), nor is the Company or any of its Subsidiaries the subject of any material proceeding asserting that the Company or any of its Subsidiaries has committed an unfair labor practice or seeking to compel it to bargain with any labor union or labor organization nor is there pending or, to the Knowledge of the Company, threatened, nor has there been since the Applicable Date, any labor strike, walk-out, work stoppage or lockout involving the Company or any of its Subsidiaries.   The Company and its Subsidiaries are in compliance with all applicable Laws pertaining to the hiring, employment and termination of the employment of employees, labor relations, equal employment opportunities, fair employment practices, terms and conditions of employment, hours of work and payment of wages or compensation, and granting of leaves of absences, except for such non-compliance which would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect.

(ii)   Neither the Company nor any Subsidiary is a party to or bound by in respect of any of its directors or any employees employed in the United Kingdom (the “ UK Employees ”) any arrangement for the making of any redundancy payments in addition to statutory redundancy pay;

(iii)   No proceeding is outstanding between the Company or any Subsidiary and any current or former UK Employee relating to his or her employment or its termination and neither the Company nor any Subsidiary has incurred any actual or contingent liability in connection with any termination of employment of any UK Employees (including redundancy payments) or for failure to comply with any order for the reinstatement or re-engagement of any UK Employee, except for such proceedings, liabilities and other matters which would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect;

(iv)   The Merger and compliance by the Company with the terms of this Agreement will not enable any UK Employees to receive any material payment or other benefit as a result of the consummation of the Merger;

(v)   There are no material proceedings against the Company or any of its Subsidiaries in any court of competent jurisdiction, in each case in relation to any UK Employee or former UK Employee and, to the Company’s Knowledge, no such material proceedings have been threatened and neither the Company nor any Subsidiary has current material disciplinary investigations, proceedings or appeals in respect of any UK Employee or any former UK Employee and no UK Employee has given the Company or any Subsidiary written notice of a material grievance which remains unresolved; and

(vi)   In the last three years, to the Knowledge of the Company, neither the Company nor any Subsidiary has been a party to a relevant transfer (as defined in the Transfer of Undertakings (Protection of Employment) Regulations 2006) as a result of which any UK Employee has become an employee of the Company or any Subsidiary which could, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect.

Notwithstanding any other representation or warranty in Article V of this Agreement, the representations and warranties contained in this Section 5.1(m) and in Section 5.1(h) constitute the sole representations and warranties of the Company relating to labor relations and employee benefit matters.

(n)   Intellectual Property .

(i)   To the Knowledge of the Company, (A) the Company and its Subsidiaries have valid rights to use all Intellectual Property used in its business as presently conducted, and (B) all of such rights shall survive unchanged the consummation of the transactions contemplated by this Agreement, except in each case as would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect.  No material claim is pending or, to the Knowledge of the Company, threatened against the Company or its Subsidiaries concerning the ownership, validity, enforceability, infringement or use of any Intellectual Property which, individually or in the aggregate, would reasonably be expected to result in a Company Material Adverse Effect. To the Knowledge of the Company, no person has engaged in any activity that has infringed upon material Intellectual Property owned by the Company and its Subsidiaries.  Neither the Company nor its Subsidiaries has exclusively licensed any Intellectual Property owned by the Company and its Subsidiaries.

(ii)   Section 5.1(n) of the Company Disclosure Schedules sets forth a true and complete list of all (i) registered trademarks, service marks, trade dress, and domain names, and applications to register the foregoing, (ii) copyright registrations and applications, and (iii) patents and patent applications, in each case which are currently owned by the Company and its Subsidiaries (collectively, “ Scheduled Intellectual Property ”).  All prosecution, maintenance, renewal and other similar fees for the Scheduled Intellectual Property have been paid and are current, and all registrations and applications therefor remain in full force and effect.

(iii)   To the Knowledge of the Company, the Company and its Subsidiaries use Intellectual Property under license from third parties only pursuant to valid, effective written license agreements (collectively, the “ Third Party Licenses ”).

(iv)   The Company and its Subsidiaries have taken commercially reasonable actions to protect, preserve and maintain its material Intellectual Property and to maintain the confidentiality and secrecy of and restrict the improper use of material confidential information, trade secrets and proprietary information under applicable Law.  To the Knowledge of the Company, (i) there has been no unauthorized disclosure of any material confidential information, trade secrets or proprietary information of the Company or any Subsidiary, and (ii) there has been no material breach of the Company’s or any Subsidiary’s security procedures wherein any material Company or Subsidiary confidential information, trade secrets or proprietary information has been disclosed to a third Person.

(v)   For purposes of this Agreement, the following term has the following meaning:

“ Intellectual Property ” means all (A) trademarks, service marks, certification marks, collective marks, Internet domain names, logos, trade dress, trade names, corporate names, and other indicia of origin, all applications and registrations for the foregoing, and all goodwill associated therewith and symbolized thereby, including all renewals of same; (B) inventions and discoveries, and all patents, registrations, invention disclosures and applications therefor, including divisions, continuations, continuations-in-part and renewal applications, and including renewals, extensions and reissues; (C) confidential information, trade secrets and know-how; and (D) published and unpublished works of authorship, copyrights therein and thereto, computer software, rights in data, databases, and registrations and applications therefor, and all renewals, extensions, restorations and reversions thereof, and (E) all similar rights, however denominated, throughout the world.

(vi)   Notwithstanding any other representation or warranty in Article V of this Agreement, the representations and warranties contained in this Section 5.1(n) constitute the sole representations and warranties of the Company relating to Intellectual Property related matters.

(o)   Insurance .  All material fire and casualty, general liability and business interruption insurance policies maintained by the Company or any of its Subsidiaries (“ Insurance Policies ”) are in full force and effect and all premiums due with respect to all Insurance Policies have been paid, with such exceptions that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.

(p)   Real Property .  Neither the Company nor any of its Subsidiaries owns any real property.  The Company or its Subsidiaries lease, as lessee, all of the real properties (including all improvements thereon) listed in Section 5.1(p) of the Company Disclosure Letter (the “ Company Leases ”).

(q)   Contracts .  (i) Neither the Company nor any of its Subsidiaries is, and to the Company’s Knowledge, no counterparty is, in violation of or default under any Contract, except in each case for violations that would not individually or in the aggregate reasonably be expected to result in a Company Material Adverse Effect; (ii) none of the Company nor any of the Subsidiaries has received any written claim of default under any Contract or any written notice of an intention to terminate, not renew or challenge the validity or enforceability of any Contract which would, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect and (iii) to the Company’s Knowledge, no event has occurred or condition exists which would result in or constitute a breach, violation or default of, or a basis for force majeure under, any Contract (in each case, with or without notice or lapse of time or both), except for any breach, violation, default or basis which would not individually or in the aggregate reasonably be expected to result in a Company Material Adverse Effect.  A true and complete list of the Contracts in effect on the date hereof is set forth in Section 5.1(q) of the Company Disclosure Letter, except for Contracts filed as exhibits to filings made with the SEC (or incorporated by reference therein) (subject to any redactions and omissions permitted to be made by the Company or Parent pursuant to confidentiality arrangements granted or afforded to the Company or its Subsidiaries by the SEC or its staff).

(r)   Related Party Matters