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

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, (iii) 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 the sale of the Shares on the terms and conditions contained herein, (iv) 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 (v) 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 Sellers’ sale of the Shares. 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.

Access to Information; Sophistication; Lack of Reliance. The Sellers Warrant Holder (i) have had a representative on the board of directors of the Company continuously since February 12, 2010, (ii) are 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 Warrant Holder to form an independent judgment regarding the advisability of the sale of the Shares Warrant Holder’s Warrant on the terms and conditions contained herein, (iviii) 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 (viv) 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 Sellers’ Warrant Holder’s sale of the SharesWarrant 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.

Access to Information; Sophistication; Lack of Reliance. The Sellers Seller (i) have has had a representative on the board of directors of the Company continuously since February 12, 2010its formation, (ii) are is familiar with the business and financial condition, properties, operations and prospects of the Company, (iii) 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 the sale of the Shares on the terms and conditions contained herein, (iv) 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 (v) 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 (the “SEC”) 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 Sellers’ Seller’s sale of the Shares. 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.

Access to Information; Sophistication; Lack of Reliance. The Sellers Such Seller (i) have had is on, or has a representative on on, the board of directors of the Company continuously since February 12, 2010Purchaser, (ii) are is familiar with the business and financial condition, properties, operations and prospects of the CompanyPurchaser, (iii) 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 the sale of the Shares such Seller’s Warrants on the terms and conditions contained herein, (iv) 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 (v) 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 Sellers’ such Seller’s sale of the Sharessuch 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.

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 the sale of the Shares Repurchase Transaction on the terms and conditions contained herein, (iviii) 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 (viv) has 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 (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 Sellers’ sale of the SharesRepurchase Transaction. 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 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) 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 sale of the Shares Conversion on the terms and conditions contained herein, (iviii) 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 (viv) has 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 (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 Sellers’ sale of Repurchase Transaction and the SharesConversion. 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 InvaGen (ia) have had a representative on the board of directors of the Company continuously since February 12, 2010, (ii) are is familiar with the business and financial condition, properties, properties and operations and prospects of the CompanyAvenue, (iiib) 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 sale of the Shares Repurchase on the terms and conditions contained herein, (ivc) 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 (vd) 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 Sellers’ sale of the SharesRepurchase. 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. InvaGen hereby acknowledges and agrees that, except for the representations and warranties of Avenue expressly set forth in this Agreement, none of Avenue, its affiliates, its representatives or any other person has made, and none of InvaGen, any of its affiliates or any of its representatives has relied on, any representation or warranty regarding Avenue, its business, the sufficiency of the representations and warranties set forth herein or any other matter in connection with this Agreement, the Repurchase, and the other transactions contemplated hereby and InvaGen’s respective agreement to consummate the transactions contemplated hereby.