1.1.1 CALIDAD DE VIDA EN EL ÁMBITO DE LA SALUD

(a) The authorized capital stock of the Company consists of 300,000,000 shares of Company Common Stock and 10,000,000 shares of Company Preferred Stock.

(b) As of May 11, 2016:

(i) 18,753,136 shares of Company Common Stock were issued and outstanding, zero (0) shares of which were shares of Company Restricted Stock;

(ii) zero (0) shares of Company Common Stock were held in the treasury of the Company; (iii) zero (0) shares of Company Common Stock were held by any Company Subsidiary; (iv) 1,069,700 shares of Company Common Stock were subject to outstanding Company Stock Options, of which Company Stock Options to purchase 605,557 Company Common Stock were exercisable;

(v) 572,841 Company RSUs were outstanding, with each Company RSU representing the equivalent of one (1) share of Company Common Stock;

(vi) 430 shares of Company Preferred Stock were issued or outstanding, each of which is convertible into 10,000 shares of Company Common Stock, subject to certain ownership limitations; and

(vii) 23,032,838 Company Warrants were outstanding, with each Company Warrant representing the right to purchase one (1) share of Company Common Stock.

All outstanding Company Shares are validly issued, fully paid and nonassessable and are issued free of any preemptive rights.

(c) Except for changes since May 11, 2016 resulting from the exercise of Company Stock Options or the vesting of Company RSUs outstanding on such date as set forth on Section 3.3(c) of the Disclosure Schedule, or actions required or permitted to be taken after such date pursuant to Section 5.1 or Section 5.5 of this Agreement, there are no outstanding (i) options, warrants or other rights, Contracts, arrangements or commitments of any character relating to the issued or unissued capital stock of the Company or any Company Subsidiary or obligating the Company or any Company Subsidiary, upon exercise or conversion or any other circumstance, to issue or sell any shares of capital stock of, or other equity interests in, the Company or any Company Subsidiary, (ii) shares of capital stock of, or other voting securities or ownership interests in, the Company or any Company Subsidiary, or (iii) restricted shares, restricted share units, stock appreciation rights, performance shares, contingent value rights, “phantom” stock or similar securities or rights that are derivative of or provide economic benefits based, directly or indirectly, on the value or price of any capital stock or other voting securities (including any bonds, debentures, notes or other indebtedness having voting rights or convertible into securities having voting rights) or ownership interests in the Company or any Company Subsidiary (the items in clauses (i), (ii) and (iii) being referred to collectively as the “Company Securities”), other than as described in Section 3.3(b). All Company Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable and free of any preemptive rights. There are no voting trusts or other Contracts to which the Company or any Company Subsidiary is a party with respect to the voting of any capital stock of, or other equity interest in, the Company or any Company Subsidiary.

(d) Except for the rights of holders of BSV Warrants as set forth in Section 3(b) of the applicable warrant agreements or as set forth on Section 3.3(d) of the Disclosure Schedule, there are no outstanding obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any Company Common Stock or any other Company Securities or any capital stock of any Company Subsidiary or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other person. Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid and nonassessable and was issued free of any preemptive rights, and each such share is owned by the Company or another Company Subsidiary free and clear of all Liens and of all Contracts or other limitations on the Company’s or any Company Subsidiary’s voting rights.

(e) Section 3.3(e) of the Disclosure Schedule sets forth a listing of (i) all equity compensation plans of the Company, (ii) all outstanding Company Warrants, Company Stock Options, and Company RSUs as of May 11, 2016, (iii) the date of grant and name of holder of each Company Warrant, Company Stock Option, Company RSU and the vesting schedule thereof, and (iv) with respect to Company Stock Options: (x) the portion of which that is vested as of May 11, 2016, and if applicable, the exercise price or repurchase price therefor, (y) the date upon which each Company Stock Option would normally be expected to expire absent termination of employment or other acceleration, and (z) if such award is held by a Person who is not an employee of the Company, the relationship of such Person to the Company. There are no outstanding awards under any Company Equity Compensation Plan other than Company

Stock Options and Company RSUs. Each grant of a Company Stock Option was duly authorized no later than the date on which the grant of such Company Stock Option was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the Company Board (or a duly constituted and authorized committee thereof), or a duly authorized delegate thereof, and any required stockholder approval by the necessary number of votes or written consents; each such grant was made in all material respects in accordance with the terms of the applicable Company Equity Compensation Plan and all other applicable Law; and the per share exercise price of each Company Stock Option was not less than the fair market value of a Company Share on the applicable Grant Date. True and correct copies of the Company Stock Option Plan, the standard award agreements under the Company Stock Option Plan, and each agreement for each outstanding award that does not conform to the standard agreements under the Company Stock Option Plan have been made available to the Parent. All outstanding awards have been issued under and granted in compliance with a Company Equity Compensation Plan, the Exchange Act and all other applicable Laws

(f) The Company is party to a convertible note and settlement agreement (collectively, the “ MTDC

Notes”) with Malaysian Technology Development Corporation Sdn. Bhd. (“ MTDC”), a true and correct copy of which

(with all exhibits and attachments) has been made available to Parent before the date hereof. MTDC has no right to convert the MTDC Note to Company Common Stock.

(g) Following the Effective Time, holders of Company Warrants shall have no rights pursuant to the Company Warrants other than rights to receive the payments, if any, as described in Sections 2.7(a) and 2.7(b) hereof.