Management Discussion & Analysis face will not have a material adverse effect on our business, financial condition and results of operations.  Also, as a result of this competition, we may not be able to take advantage of attractive investment  opportunities and there can be no assurance that Alaris will be able to identify and make investments that  satisfy our business objectives or that we will be able to meet our business goals.  We are subject to tax related risks Alaris has various unclaimed non-capital losses, scientific research and experimental development  expenditure pools and other deductions and credits available to it for Canadian federal income tax  purposes. These unclaimed deductions and credits are subject to assessment and possible downward  adjustment by Canadian tax authorities. Although we are of the view that all expenses and tax credits  claimed by us are reasonable and deductible and have been correctly determined, there can be no assurance  that the Canadian taxation authorities will agree. If the Canadian taxation authorities successfully  challenge the deductibility of our expenses or the correctness of income tax credits claimed, our operating  results could be adversely affected. Alaris has also established Alaris Coop and Alaris USA for the purpose of financing and entering into  arrangements with potential Private Company Partners in the United States and other jurisdictions. Our  corporate structure for this purpose was implemented having regard to the corporate and tax laws and  regulations of Canada, The Netherlands and the United States, as well as the income tax conventions  between those countries to date, and our understanding of the current administrative practices and policies  of the taxation authorities of each such jurisdiction. Such laws, regulations and conventions are subject to  change from time to time. There is a possibility that such a change may be made, including with retroactive  or retrospective effect. In addition, such structure is subject to assessment and possible adjustment by any of  the taxation authorities of such jurisdictions. Although we are of the view that the corporate structure has  been implemented correctly and is being managed and monitored properly, there can be no assurance that  the tax authorities of such jurisdictions will agree. If such tax authorities successfully challenge any aspect of  our financing and corporate structure, our operating results could be adversely affected.  Certain features of our outstanding debt, including the renewal of such debt on substantially similar terms,  and the nature of any outstanding debt of the Private Company Partners could adversely affect our ability to  raise additional capital, to fund our operations, to pay dividends, and could limit our ability to react to  changes in the economy and our industry, expose us to interest rate risks and could prevent us from  meeting certain of our business objectives.  We expect that our principal sources of funds will be cash generated from the Private Company Partners.  We believe that funds from these sources will provide Alaris with sufficient liquidity and capital resources  to meet our ongoing business operations at existing levels. Despite our expectations, however, Alaris may  require additional equity or debt financing to meet our financing and operational requirements. There can  be no assurance that this financing will be available when required or available on commercially favourable  terms or on terms that are otherwise satisfactory to Alaris, in which event our financial condition may be  materially adversely affected. The payout by Alaris of substantially all of our operating cash may make additional investment capital and  operating expenditures dependent on increased cash flow or additional financings in the future. Alaris may  68  2011 Annual Report  Alaris Royalty Corp. O OperationalandFinancialRiskFactorsRelatingtoOurBusiness  There are risks related to Alaris’ and our Private Company Partners’ outstanding debt  There are no guarantees as to the availability of future financing for operations, dividends and growth