Emmaus is duly formed, validly existing and in good standing under the laws of its jurisdiction of incorporation, and has all corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery by Emmaus of this Agreement, and the consummation by Emmaus of the transactions contemplated hereby, have been duly authorized by all necessary action on the part of Emmaus.  This Agreement has been duly executed and delivered by Emmaus and constitutes the valid and binding obligation of Emmaus, enforceable against Emmaus in accordance with its terms.