Common use of Access to Information; Sophistication; Lack of Reliance Clause in Contracts

Access to Information; Sophistication; Lack of Reliance. The Sellers (i) are familiar with the business and financial condition, properties, operations and prospects of the Company, (ii) have been provided with such information, documents and other materials concerning the Company, including its financial condition, results of operations, prospects, properties or business, to enable the Sellers to form an independent judgment regarding the advisability of Repurchase Transaction and the Conversion on the terms and conditions contained herein, (iii) have had such time as the Sellers deem necessary and appropriate to review and analyze such information, documents and other materials to enable it to form such independent judgment, and (iv) have been granted the opportunity to obtain any additional information that the Sellers deem necessary to verify the accuracy of such information, documents and other materials and to ask questions of, and have received satisfactory answers from, representatives of the Company concerning the Company. The Sellers have also had the opportunity to review the periodic and current reports filed with the United States Securities and Exchange Commission by the Company. The Sellers’ knowledge and experience in financial and business matters is such that the Sellers are capable of evaluating the merits and risks of the Repurchase Transaction and the Conversion. The Sellers have carefully reviewed the terms and provisions of this Agreement and have evaluated their rights and obligations contained herein and are hereby voluntarily assuming the risks relating to the transactions contemplated hereby. The Sellers hereby acknowledge and agree that, except for the representations and warranties of the Company expressly set forth in this Agreement, none of the Company, its affiliates, its representatives or any other person has made, and none of the Sellers, any of their respective affiliates or any of their respective representatives relied on, any representation or warranty regarding the Company, its business, the sufficiency of the representations and warranties set forth herein or any other matter in connection with this Agreement, the Repurchase Transaction, the Conversion and the other transactions contemplated hereby and the Sellers’ respective agreement to consummate the transactions contemplated hereby.

Access to Information; Sophistication; Lack of Reliance. The Sellers (i) are familiar with the business and financial condition, properties, operations and prospects of the Company, (ii) have been provided with such information, documents and other materials concerning the Company, including its financial condition, results of operations, prospects, properties or business, to enable the Sellers to form an independent judgment regarding the advisability of Repurchase Transaction and the Conversion on the terms and conditions contained herein, (iii) have had such time as the Sellers deem necessary and appropriate to review and analyze such information, documents and other materials to enable it to form such independent judgment, and (iv) have been granted the opportunity to obtain any additional information that the Sellers deem necessary to verify the accuracy of such information, documents and other materials and to ask questions of, and have received satisfactory answers from, representatives of the Company concerning the Company. The Sellers have also had the opportunity to review the periodic and current reports filed with the United States Securities and Exchange Commission by the Company. The Sellers’ knowledge and experience in financial and business matters is such that the Sellers are capable of evaluating the merits and risks of the Repurchase Transaction and the ConversionTransaction. The Sellers have carefully reviewed the terms and provisions of this Agreement and have evaluated their rights and obligations contained herein and are hereby voluntarily assuming the risks relating to the transactions contemplated hereby. The Sellers hereby acknowledge and agree that, except for the representations and warranties of the Company expressly set forth in this Agreement, none of the Company, its affiliates, its representatives or any other person has made, and none of the Sellers, any of their respective affiliates or any of their respective representatives relied on, any representation or warranty regarding the Company, its business, the sufficiency of the representations and warranties set forth herein or any other matter in connection with this Agreement, the Repurchase Transaction, the Conversion Transaction and the other transactions contemplated hereby and the Sellers’ respective agreement to consummate the transactions contemplated hereby.

Access to Information; Sophistication; Lack of Reliance. The Sellers InvaGen (ia) are is familiar with the business and financial condition, properties, properties and operations and prospects of the CompanyAvenue, (iib) have has been provided with such information, documents documents, and other materials concerning the CompanyAvenue, including its financial condition, results of operations, prospectsproperties, properties or business, to enable the Sellers InvaGen to form an independent judgment regarding the advisability of the Repurchase Transaction and the Conversion on the terms and conditions contained herein, (iiic) have has had such time as the Sellers deem InvaGen deems necessary and appropriate to review and analyze such information, documents documents, and other materials to enable it to form such independent judgment, and (ivd) have has been granted the opportunity to obtain any additional information that the Sellers deem InvaGen deems necessary to verify the accuracy of such information, documents documents, and other materials and to ask questions of, and have received satisfactory answers from, of representatives of the Company Avenue concerning the CompanyAvenue. The Sellers have InvaGen has also had the opportunity to review the periodic and current reports filed with the United States Securities and Exchange Commission (the “SEC”) by the CompanyAvenue. The Sellers’ InvaGen’s knowledge and experience in financial and business matters is such that the Sellers are InvaGen is capable of evaluating the merits and risks of the Repurchase Transaction and the ConversionRepurchase. The Sellers have InvaGen has carefully reviewed the terms and provisions of this Agreement and have has evaluated their its rights and obligations contained herein and are is hereby voluntarily assuming the risks relating to the transactions contemplated hereby. The Sellers InvaGen hereby acknowledge acknowledges and agree agrees that, except for the representations and warranties of the Company Avenue expressly set forth in this Agreement, none of the CompanyAvenue, its affiliates, its representatives or any other person has made, and none of the SellersInvaGen, any of their respective its affiliates or any of their respective its representatives has relied on, any representation or warranty regarding the CompanyAvenue, its business, the sufficiency of the representations and warranties set forth herein or any other matter in connection with this Agreement, the Repurchase TransactionRepurchase, the Conversion and the other transactions contemplated hereby and the Sellers’ InvaGen’s respective agreement to consummate the transactions contemplated hereby.

Access to Information; Sophistication; Lack of Reliance. The Sellers (i) have had a representative on the board of directors of the Company continuously since February 12, 2010, (ii) are familiar with the business and financial condition, properties, operations and prospects of the Company, (iiiii) have been provided with such information, documents and other materials concerning the Company, including its financial condition, results of operations, prospects, properties or business, to enable the Sellers to form an independent judgment regarding the advisability of Repurchase Transaction and the Conversion sale of the Shares on the terms and conditions contained herein, (iiiiv) have had such time as the Sellers deem necessary and appropriate to review and analyze such information, documents and other materials to enable it to form such independent judgment, and (ivv) have has been granted the opportunity to obtain any additional information that the Sellers deem necessary to verify the accuracy of such information, documents and other materials and to ask questions of, and have received satisfactory answers from, representatives of the Company concerning the Company. The Sellers have also had the opportunity to review the periodic and current reports filed with the United States Securities and Exchange Commission (the “SEC”) by the Company. The Sellers’ knowledge and experience in financial and business matters is such that the Sellers are capable of evaluating the merits and risks of the Repurchase Transaction and Sellers’ sale of the ConversionShares. The Sellers have carefully reviewed the terms and provisions of this Agreement and have evaluated their rights and obligations contained herein and are hereby voluntarily assuming the risks relating to the transactions contemplated hereby. The Sellers hereby acknowledge and agree that, except for the representations and warranties of the Company expressly set forth in this Agreement, none of the Company, its affiliates, its representatives or any other person has made, and none of the Sellers, any of their respective affiliates or any of their respective representatives relied on, any representation or warranty regarding the Company, its business, the sufficiency of the representations and warranties set forth herein or any other matter in connection with this Agreement, the Repurchase Transaction, the Conversion and the other transactions contemplated hereby and the Sellers’ respective agreement to consummate the transactions contemplated hereby.

Access to Information; Sophistication; Lack of Reliance. The Sellers Warrant Holder (i) are is familiar with the business and financial condition, properties, operations and prospects of the CompanyPurchaser, (ii) have has been provided with such information, documents and other materials concerning the CompanyPurchaser, including its financial condition, results of operations, prospects, properties or business, to enable the Sellers Warrant Holder to form an independent judgment regarding the advisability of Repurchase Transaction and the Conversion sale of the Warrant Holder’s Warrant on the terms and conditions contained herein, (iii) have has had such time as the Sellers deem Warrant Holder deems necessary and appropriate to review and analyze such information, documents and other materials to enable it to form such independent judgment, and (iv) have has been granted the opportunity to obtain any additional information that the Sellers deem Warrant Holder deems necessary to verify the accuracy of such information, documents and other materials and to ask questions of, and have received satisfactory answers from, representatives of the Company Purchaser concerning the CompanyPurchaser. The Sellers have Warrant Holder has also had the opportunity to review the periodic and current reports filed with the United States Securities and Exchange Commission (the “SEC”) by the CompanyPurchaser. The Sellers’ Warrant Holder’s knowledge and experience in financial and business matters is such that the Sellers are Warrant Holder is capable of evaluating the merits and risks of the Repurchase Transaction and Warrant Holder’s sale of the ConversionWarrant Holder’s Warrant. The Sellers have Warrant Holder has carefully reviewed the terms and provisions of this Agreement and have has evaluated their its rights and obligations contained herein herein, and are is hereby voluntarily assuming the risks relating to the transactions contemplated hereby. The Sellers hereby acknowledge and agree that, except for the representations and warranties of the Company expressly set forth in this Agreement, none of the Company, its affiliates, its representatives or any other person has made, and none of the Sellers, any of their respective affiliates or any of their respective representatives relied on, any representation or warranty regarding the Company, its business, the sufficiency of the representations and warranties set forth herein or any other matter in connection with this Agreement, the Repurchase Transaction, the Conversion and the other transactions contemplated hereby and the Sellers’ respective agreement to consummate the transactions contemplated hereby.

Access to Information; Sophistication; Lack of Reliance. The Sellers Such Seller (i) are is on, or has a representative on, the board of directors of Purchaser, (ii) is familiar with the business and financial condition, properties, operations and prospects of the CompanyPurchaser, (iiiii) have has been provided with such information, documents and other materials concerning the CompanyPurchaser, including its financial condition, results of operations, prospects, properties or business, to enable the Sellers such Seller to form an independent judgment regarding the advisability of Repurchase Transaction and the Conversion sale of such Seller’s Warrants on the terms and conditions contained herein, (iiiiv) have has had such time as the Sellers deem such Seller deems necessary and appropriate to review and analyze such information, documents and other materials to enable it to form such independent judgment, and (ivv) have has been granted the opportunity to obtain any additional information that the Sellers deem such Seller deems necessary to verify the accuracy of such information, documents and other materials and to ask questions of, and have received satisfactory answers from, representatives of Purchaser concerning Purchaser, and (vi) recognizes that Purchaser, which has more detailed knowledge of its own financial affairs, is seeking to improve its financial position through acquiring the Company concerning the CompanyWarrants. The Sellers have Such Seller has also had the opportunity to review the periodic and current reports filed with the United States Securities and Exchange Commission (the “SEC”) by the CompanyPurchaser. The Sellers’ Such Seller’s knowledge and experience in financial and business matters is such that the Sellers are such Seller is capable of evaluating the merits and risks of the Repurchase Transaction and the Conversionsuch Seller’s sale of such Seller’s Warrants. The Sellers have Such Seller has carefully reviewed the terms and provisions of this Agreement and have has evaluated their its rights and obligations contained herein herein, and are is hereby voluntarily assuming the risks relating to the transactions contemplated hereby. The Sellers hereby acknowledge and agree that, except for the representations and warranties of the Company expressly set forth in this Agreement, none of the Company, its affiliates, its representatives or any other person has made, and none of the Sellers, any of their respective affiliates or any of their respective representatives relied on, any representation or warranty regarding the Company, its business, the sufficiency of the representations and warranties set forth herein or any other matter in connection with this Agreement, the Repurchase Transaction, the Conversion and the other transactions contemplated hereby and the Sellers’ respective agreement to consummate the transactions contemplated hereby.

Access to Information; Sophistication; Lack of Reliance. The Sellers Seller (i) are has had a representative on the board of directors of the Company continuously since its formation, (ii) is familiar with the business and financial condition, properties, operations and prospects of the Company, (iiiii) have has been provided with such information, documents and other materials concerning the Company, including its financial condition, results of operations, prospects, properties or business, to enable the Sellers Seller to form an independent judgment regarding the advisability of Repurchase Transaction and the Conversion sale of the Shares on the terms and conditions contained herein, (iiiiv) have has had such time as the Sellers deem Seller deems necessary and appropriate to review and analyze such information, documents and other materials to enable it to form such independent judgment, and (ivv) have has been granted the opportunity to obtain any additional information that the Sellers deem Seller deems necessary to verify the accuracy of such information, documents and other materials and to ask questions of, and have received satisfactory answers from, representatives of the Company concerning the Company. The Sellers have Seller has also had the opportunity to review the periodic and current reports filed with the United States Securities and Exchange Commission by the Company. The Sellers’ Seller’s knowledge and experience in financial and business matters is such that the Sellers are Seller is capable of evaluating the merits and risks of the Repurchase Transaction and Seller’s sale of the ConversionShares. The Sellers have Seller has carefully reviewed the terms and provisions of this Agreement and have has evaluated their its rights and obligations contained herein and are is hereby voluntarily assuming the risks relating to the transactions contemplated hereby. The Sellers hereby acknowledge and agree that, except for the representations and warranties of the Company expressly set forth in this Agreement, none of the Company, its affiliates, its representatives or any other person has made, and none of the Sellers, any of their respective affiliates or any of their respective representatives relied on, any representation or warranty regarding the Company, its business, the sufficiency of the representations and warranties set forth herein or any other matter in connection with this Agreement, the Repurchase Transaction, the Conversion and the other transactions contemplated hereby and the Sellers’ respective agreement to consummate the transactions contemplated hereby.