1123361--3/6/2007--VIASYS_HEALTHCARE

related topics

{product, candidate, development}

{acquisition, growth, future}

{property, intellectual, protect}

{product, liability, claim}

{personnel, key, retain}

{financial, litigation, operation}

{tax, income, asset}

{provision, law, control}

{operation, international, foreign}

{regulation, government, change}

{competitive, industry, competition}

{customer, product, revenue}

{cost, operation, labor}

Demand for some of our products depends on the capital spending policies of our customers and on government funding policies. Changes in these policies could negatively affect our business. We depend on third-party reimbursement to our customers for market acceptance of our products. Our profitability would suffer if third-party payors failed to provide appropriate levels of reimbursement for the purchase or use of our products or if any governmental or third-party payor were to issue an adverse determination or restrictive coverage policy. We may need additional capital to sustain and expand our business, including acquisitions and the development of new products. We face aggressive competition in many areas of our business and our business will be harmed if we fail to compete effectively. A significant percentage of our total assets consists of goodwill from acquired companies and we may be unable to realize the value of this asset. We may incur a variety of costs to engage in future acquisitions of companies, products or technologies, and the anticipated benefits of those acquisitions may never be realized. The complexity presented by international operations could have a material adverse effect on our business. Our competitive position is partially dependent on protecting our intellectual property, which can be difficult and expensive. We are involved on an ongoing basis in claims and lawsuits relating to our operations, including product liability, patent infringement, employment, business practices, commercial transactions, environmental and other matters. If we breach any of the agreements under which we license commercialization rights to products or technology from others, we could lose license rights that are important to our business. Our ability to market and sell our products depends upon receipt of domestic and foreign regulatory approval of our products and manufacturing operations. Our failure to obtain or maintain regulatory approvals and compliance could have a material adverse effect on our business. We may be unable to successfully develop and/or commercialize our new and existing products. Our dependence on suppliers for materials could impair our ability to manufacture our products. We are dependent on our key executives and technical staff, and the loss of key personnel or the failure to attract additional qualified personnel could harm our business. Anti-takeover provisions in our Amended and Restated Certificate of Incorporation and Amended and Restated By-Laws, and certain provisions of Delaware law could prevent or delay transactions that our stockholders may favor.

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1123361--3/6/2007--VIASYS_HEALTHCARE_INC