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## INTERNAL CONTROLS OVER FINANCIAL REPORTING 

## A. Disclosure Controls and Procedures 

An evaluation was performed under the supervision and with the participation of the Corporation’s management (including the CEO and CFO) of the effectiveness of the design and operation of the Corporation’s disclosure controls and procedures, as defined in National Instrument 52-109. Based on that evaluation, the Corporation’s management (including the CEO and CFO) concluded that the Corporation’s disclosure controls and procedures were designed to provide a reasonable level of assurance over disclosures of material information and are effective as of December 31, 2011. 

## B. Management Report on Internal Controls over Financial Reporting 

The Corporation’s management, (including the CEO and CFO) have assessed and evaluated the design and effectiveness of the Corporation’s internal controls over financial reporting as defined in National Instrument 52-109 as of December 31, 2011. The Corporation’s assessment included documentation, evaluation and testing of its internal controls over financial reporting. Based on that evaluation, the Corporation’s management concluded that the Corporation’s internal controls over financial reporting are effective and provide reasonable assurance regarding the reliability of the Corporation’s financial reporting and its preparation of financial statements for external purposes in accordance with Canadian GAAP and are effective as of December 31, 2011. 

Internal controls over financial reporting, no matter how well designed, have inherent limitations and can only provide reasonable assurance with respect to financial statement presentation and may not prevent or detect all misstatements. 

## SUMMARY OF CONTRACTUAL OBLIGATIONS 

Other than the senior credit facility described under “Liquidity and Capital Resources”, the only material contractual obligation of the Corporation is its lease for office space. The Corporation agreed to a new seven-year lease at a new location that commenced in 2009. Annual leasing costs will be approximately $160,000. 

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## TRANSACTIONS WITH RELATED PARTIES 

In 2011, the Corporation formed a wholly-owned subsidiary, Alaris Cooperatief, U.A., a cooperative in The Netherlands. The Corporation also formed a wholly-owned subsidiary of the Corporation, Alaris USA Inc, a Delaware Corporation. All intercompany loans, interest and dividends have been eliminated upon consolidation. All transactions with related parties are recorded at exchange amount. Related party transactions are measured at fair value. 

In 2010, the Corporation had a $6.5 million demand loan owing to a company controlled by the Corporation’s largest shareholder. The loan was repaid before the end of 2010. For the year ended December 31, 2010, the Corporation paid interest of $410,515 to this company. 

