Common use of Accuracy of Descriptions and Exhibits Clause in Contracts

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources,” “Business – Intellectual Property,” “Business – Collaborations, Commercial and License Agreements,” “Business – Distribution,” “Business – Government Regulation,” “Business – Legal Proceedings,” “Executive Compensation – Employment Agreements,” “Executive Compensation – Employee Equity Incentive Plans,” “Certain Relationships or Related Party Transactions,” “Description of Capital Stock,” and “Material U.S. Federal Income Tax Consequences to Non-U.S. Holders of our Common Stock,” and the information in the Registration Statement under Items 14 and 15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, are accurate and fair summaries of such legal matters, documents, instruments, agreements, proceedings or conclusions, as the case may be; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement which have not been so described and filed as required by the 1933 Act or the 1933 Act Regulations.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “ManagementRisk Factors” and “Material Tax Considerations,” and the information in the Company’s Discussion annual report on Form 20-F for the fiscal year ended December 31, 2019, as amended, under the captions “Item 4. Information on the Company—B. Business Overview—Intellectual Property,” “Item 4. Information on the Company—B. Business Overview—Government Regulations and Analysis of Funding,” “Item 5. Operating and Financial Condition Review and Results of Operations – Prospects—B. Liquidity and Capital Resources,” “Business – Intellectual PropertyItem 6. Directors, Senior Management and Employees—B. Compensation,” “Business – CollaborationsItem 6. Directors, Commercial Senior Management and License AgreementsEmployees—C. Board Practices,” “Business – Distribution,” “Business – Government Regulation,” “Business – Legal Proceedings,” “Executive Compensation – Employment Agreements,” “Executive Compensation – Employee Equity Incentive Plans,” “Certain Relationships or Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions,” “Item 8. Financial Information —A. Financial Statements and Other Financial Information—Legal Proceedings,” “Item 10. Additional Information—B. Memorandum and Articles of Association—Description of Capital StockSecurities—Ordinary Shares,” and “Material U.S. Federal Income Tax Consequences to Non-U.S. Holders of our Common StockItem 10. Additional Information—E. Taxation,” and the information in the Registration Statement under Items 14 and 15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s charter or bylaws Organizational Documents or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, are accurate and fair summaries of such legal matters, documents, instruments, agreements, proceedings or conclusions, as the case may beis correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein which have not been so described and filed as required by the 1933 Act or the 1933 Act Regulationsrequired.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Risk Factors—Tax Risks,” “Cash Distribution Policy and Restrictions on Distributions,” “Provisions of Our Partnership Agreement Relating to Cash Distributions,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Operations—Liquidity and Capital Resources,” “Business – Intellectual PropertyBusiness—Regulation of the Industry and Our Operations as to Rates and Terms and Conditions of Service,” “Business – Collaborations, Commercial and License AgreementsBusiness—Environmental Matters,” “Business – Distribution,” “Business – Government Regulation,” “Business – Business—Legal Proceedings,” “Executive Compensation – Employment Agreements,” “Executive Compensation – Employee Equity Incentive PlansManagement,” “Certain Relationships or and Related Party Transactions,” “Conflicts of Interest and Duties,” “Description of Capital Stockthe Common Units,” “Our Partnership Agreement” and “Material U.S. Federal Income Tax Consequences to Non-U.S. Holders of our Common StockConsequences,” and the information in the Registration Statement under Items 14 and 1515 of Part II, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s charter or bylaws Amended and Restated Partnership Agreement, the Amended and Restated General Partner Agreement or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, are accurate and fair summaries of such legal matters, documents, instruments, agreements, proceedings or conclusions, as the case may beis correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company QEP Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement which have not been so described and filed as required by the 1933 Act or the 1933 Act Regulationsrequired.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Risk Factors—Risks Related to Our Business and Industry,” “Risk Factors—Risks Related to Our Relationship with Ocwen, Other Subservicers and Related Parties,” “Risk Factors—Risks Related to Government Regulation,” “Risk Factors—Risks Related to Taxation,” “Risk Factors—Risks Related to Our Ordinary Shares and this Offering,” “Use of Proceeds,” “Dividend Policy,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital ResourcesOperations—Related Party Transactions,” “Business – Intellectual PropertyThe Business—Description of Purchase Agreement,” “Business – Collaborations, Commercial and License AgreementsThe Business—Description of Subservicing Agreement,” “Business – DistributionThe Business—Description of Servicing Advance Facility Agreements and the Advance Financing Facility,” “Business – Government The Business—Description of Ocwen Professional Services Agreement,” “The Business—Description of Altisource Administrative Services Agreement,” “The Business—Regulation,” “Business – The Business—Legal Proceedings,” “Executive Compensation – Employment Agreements,” “Executive Compensation – Employee Equity Incentive Plans,” “Certain Relationships or and Related Party Transactions,” “Description of Capital StockShare Capital,” “Shares Eligible for Future Sale,” “Material Cayman Islands and United States Federal Income Tax Considerations,” and “Material U.S. Federal Income Tax Consequences to Non-U.S. Holders Enforceability of our Common StockCivil Liabilities,” and the information in the Registration Statement under Items 14 and 15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s charter memorandum or bylaws articles of association, any Subject Instrument or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, are is accurate and fair summaries of such legal matters, documents, instruments, agreements, proceedings or conclusions, as the case may bein all material respects; all descriptions of any Company Documents in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, instruments or agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement which have not been so described and filed as required by the 1933 Act or the 1933 Act Regulationsrequired.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital ResourcesRisk Factors—Tax Risks,” “Business – Intellectual PropertyCash Distribution Policy and Restrictions on Distributions,” “Business – Collaborations, Commercial and License AgreementsProvisions of Our Partnership Agreement Relating to Cash Distributions,” “Business – DistributionBusiness—Regulation of Operations,” “Business – Government RegulationBusiness—Regulation of Environmental and Occupational Safety and Health Matters,” “Business – Business—Legal Proceedings,” “Executive Compensation – Employment Agreements,” “Executive Compensation – Employee Equity Incentive PlansManagement,” “Certain Relationships or and Related Party Transactions,” “Conflicts of Interest and Duties,” “Description of Capital StockOur Common Units,” “Our Partnership Agreement” and “Material U.S. Federal Income Tax Consequences to Non-U.S. Holders of our Common StockConsequences,” and the information in the Registration Statement under Items 14 and 1515 of Part II, in each case to the extent that it constitutes matters summaries of lawstatutes, rules or regulations, summaries of legal mattersor governmental proceedings, summaries of provisions of the Company’s charter Amended and Restated Partnership Agreement, or bylaws or any other instruments or agreements, summaries of legal proceedingsthe terms of the contracts and other documents described and filed, or legal conclusions, are accurate and fair summaries of such legal matters, documents, instruments, agreements, proceedings or conclusions, as the case may be; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Documents are accurate is correct in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required that are required, under the 1933 Act and the 1933 Act Regulations, (i) to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus General Disclosure Package or the Prospectus or (ii) to be filed as exhibits to the Registration Statement Statement, which have not been so described and or filed as required by under the 1933 Act or and the 1933 Act Regulations. To the CONE Entities’ knowledge, no other party to any such contract or other document has any intention not to render full performance as contemplated by the terms thereof.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Management’s Discussion Risk Factors—We may be subject to fines and Analysis other penalties related to violations of Financial Condition FCC indecency rules and Results other FCC rules and policies, the enforcement of Operations – Liquidity which has increased in recent years, and Capital Resourcescomplaints related to such violations may delay our renewal applications with the FCC,” “Business – Intellectual PropertyRisk Factors—Federal regulation of the broadcasting industry limits our operating flexibility, which may affect our ability to generate revenue or reduce our costs,” “Business – Collaborations, Commercial Risk Factors—The FCC’s multiple ownership rules limit our ability to operate multiple television stations in some markets and License Agreements,” “Business – Distribution,” “Business – Government Regulation,” “Business – Legal Proceedings,” “Executive Compensation – Employment Agreements,” “Executive Compensation – Employee Equity Incentive Plans,” “Certain Relationships may result in a reduction in our revenue or Related Party Transactions,” “Description of Capital Stock,prevent us from reducing costs. Changes in these rules may threaten our existing strategic approach to certain television markets” and “Material Risk Factors—The FCC’s National Broadband Plan may result in a loss of spectrum for our stations potentially adversely impacting our ability to compete;” and “U.S. Federal Income Tax Consequences to Non-U.S. Holders of our Common Stock,Considerations” and the information in the Registration Statement Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012 under Items 14 and 15, the captions “Business—Federal Regulation of Television Broadcasting,” in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, are accurate and fair summaries of such legal matters, documents, instruments, agreements, proceedings or conclusions, as the case may be; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Documents are accurate is correct in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein which have not been so described and filed as required by the 1933 Act or the 1933 Act Regulationsrequired.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Management’s Discussion Risk Factors—Risks Related to Our REIT Status and Analysis of Financial Condition and Results of Operations – Liquidity and Capital ResourcesCertain Other Tax Items,” “Business – Intellectual PropertyRisk Factors—Risks Related to Our Company—Maintenance of our exclusion from registration under the Investment Company Act imposes significant limits on our operations. Your investment return may be reduced if we are required to register as an investment company under the Investment Company Act,” “Business – Collaborations, Commercial Business—Operating and License AgreementsRegulatory Structure,” “Business – Distribution,” “Business – Government Regulation,” “Business – Business—Legal Proceedings,” “Executive Compensation – Employment AgreementsOur Manager and the Management Agreement—Management Agreement,” “Executive Compensation – Employee Equity Our Manager and the Management Agreement—Relationship with SteepRock,” “Management—2016 Omnibus Incentive PlansPlan,” “Certain Relationships or and Related Party Transactions,” “Shares Eligible for Future Sale,” “Description of Capital Stock,” and “Material U.S. Federal Income Tax Consequences to Non-U.S. Holders of our Common Stock,Considerations” and the information in the Registration Statement under Items 14 33 and 1534, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, are accurate and fair summaries of such legal matters, documents, instruments, agreements, proceedings or conclusions, as the case may beis correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement which have not been so described and filed as required by the 1933 Act or the 1933 Act Regulationsrequired.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Description of Capital Stock,” “Description of Class A Common Stock” and “Certain U.S. Federal Income and Estate Tax Considerations For Non-U.S. Holders of Securities” and the information in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 under the captions “Business—Regulation of Our Advertising Business,” “Business—Regulation of Our Insurance Business,” “Business—Regulation of our Broadband Business,” “Risk Factors--Risks Related to the Company and Our Business--Governmental regulations could adversely affect our business, financial condition, results of operations and prospects, and we may not be successful in maintaining authority to issue surety insurance through UCS,” “Risk Factors--Risks Related to the Company and Our Business--We are subject to extensive insurance regulation, which may adversely affect our ability to achieve our business objectives. In addition, if we fail to comply with these regulations, we may be subject to penalties, including fines and suspensions, which may adversely affect our financial condition and results of operations,” “Legal Proceedings” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Operations—Liquidity and Capital Resources,” “Business – Intellectual Property,” “Business – Collaborations, Commercial and License Agreements,” “Business – Distribution,” “Business – Government Regulation,” “Business – Legal Proceedings,” “Executive Compensation – Employment Agreements,” “Executive Compensation – Employee Equity Incentive Plans,” “Certain Relationships or Related Party Transactions,” “Description of Capital Stock,” and “Material U.S. Federal Income Tax Consequences to Non-U.S. Holders of our Common Stock,” and the information in the Registration Statement under Items 14 and 15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, are accurate and fair summaries of such legal matters, documents, instruments, agreements, proceedings or conclusions, as the case may beis correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement which or the documents incorporated or deemed to be incorporated by reference therein that have not been so described and filed as required by the 1933 Act or the 1933 Act Regulationsrequired.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Statutory Prospectus and the Prospectus under the captions “"Risk Factors--Risks Relating to Our Business," "Risk Factors--Risks Relating to the Offering and Ownership of Our Common Stock," "Management’s 's Discussion and Analysis of Financial Condition and Results of Operations – Operations--Liquidity and Capital Resources--Credit Facilities,” “Business – " "Management's Discussion and Analysis of Financial Condition and Results of Operations--Quantitative and Qualitative Disclosures about Market Risk," "Business--Intellectual Property,” “Business – Collaborations, Commercial and License Agreements,” “Business – Distribution,” “Business – Government Regulation,” “Business – " "Business--Legal Proceedings,” “Executive Compensation – Employment Agreements" "Management,” “Executive Compensation – Employee Equity Incentive Plans,” “" "Certain Relationships or and Related Party Transactions,” “" "Description of Capital Stock,” and “" "Shares Eligible For Future Sale," "Material U.S. United States Federal Income Tax Consequences to Non-U.S. Holders of our Common StockConsiderations,” " "Underwriting" and the information in the Registration Statement under Items 14 and 15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s 's charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, are accurate and fair summaries of such legal matters, documents, instruments, agreements, proceedings or conclusions, as the case may beis correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package Packages and the Prospectus of any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Statutory Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement which have not been so described and filed as required by the 1933 Act or the 1933 Act Regulationsrequired.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Risk Factors—Risks related to the discovery and development of our product candidates,” “Risk Factors—Risks related to commercialization of our product candidates,” “Risk Factors—Risks related to our business operations,” “Risk Factors—Risks related to our intellectual property,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Operations—Liquidity and Capital Resources,” “Business – Business—Governmental Regulation,” “Business—Litigation,” “Business—Intellectual Property,” “Business – Collaborations, Commercial and License Agreements,” “Business – Distribution,” “Business – Government Regulation,” “Business – Legal Proceedings,” “Executive Compensation – Employment Agreements,” “Executive Compensation – Employee Equity Incentive PlansCompensation,” “Certain Relationships or and Related Party Transactions, and Director Independence,” “Directors, Executive Officers and Corporate Governance” and “Description of Capital Stock,” and “Material U.S. Federal Income Tax Consequences to Non-U.S. Holders of our Common Stock,” and the information in the Registration Statement under Items 14 and 15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, are accurate and fair summaries of such legal matters, documents, instruments, agreements, proceedings or conclusions, as the case may beis correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement which that have not been so described and filed as required by the 1933 Act or the 1933 Act Regulationsrequired.

Accuracy of Descriptions and Exhibits. The information in in, or incorporated by reference in, the Pre-Pricing Prospectus and the Prospectus under the captions “Item 1A Risk Factors—Risks Related to Our Business and Industry” from the Company’s Annual Report on Form 10-K, filed with the Commission on February 7, 2013 (the “Form 10-K”), “Item 1A Risk Factors—Risks Related to Taxation” from the Form 10-K, “Business Relationships and Related Transactions” from the Company’s Proxy Statement on Schedule 14A, filed with the Commission on April 10, 2013 (the “Proxy Statement”), “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity Operations—Contractual Obligations, Off-Balance Sheet Arrangements and Capital ResourcesOther Matters—Related Parties” from the Company’s Quarterly Report on Form 10-Q, filed with the Commission on April 18, 2013 (the “Q1 2013 10-Q”), “Item 1. Business—Description of Purchase Agreement” from the Form 10-K, “Item 1. Business—Description of Subservicing Agreement” from the Form 10-K, “Item 1. Business—Description of Servicing Advance Facility Agreements and the Advance Financing Facility” from the Form 10-K, “Item 1. Business—Description of Ocwen Professional Services Agreement” from the Form 10-K, “Item 1. Business—Description of Altisource Administrative Services Agreement” from the Form 10-K, “Item 1. Business—Regulation” from the Form 10-K, “Item 3: Legal Proceedings” from the Form 10-K, “Item 1. Legal Proceedings” from the Q1 2013 10-Q, “Description of Share Capital,” “Business Risk Factors – Intellectual PropertyRisks Related to Our Ordinary Shares and this Offering,” “Business – Collaborations, Commercial and License AgreementsUse of Proceeds,” “Business – DistributionDividend Policy,” “Business – Government Regulation,” “Business – Legal Proceedings,” “Executive Compensation – Employment Agreements,” “Executive Compensation – Employee Equity Incentive Plans,” “Certain Relationships or Related Party Transactions,” “Description of Capital StockMaterial Cayman Islands and United States Federal Income Tax Considerations,” and “Material U.S. Federal Income Tax Consequences to Non-U.S. Holders Enforceability of our Common StockCivil Liabilities,” and the information in the Registration Statement under Items 14 Item 15 and 15, in the Q1 2013 10-Q under the caption “Part II – Other Information—Item 2. Unregistered Sales of Equity Securities and Use of Proceeds,” in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s charter memorandum or bylaws articles of association, any Subject Instrument or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, are is accurate and fair summaries of such legal matters, documents, instruments, agreements, proceedings or conclusions, as the case may bein all material respects; all descriptions of any Company Documents in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein which have not been so described and filed as required by the 1933 Act or the 1933 Act Regulationsrequired.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Management’s Discussion Risk Factors—Risks Related to our Business—As a television broadcaster, we are highly regulated, and Analysis continuation of Financial Condition our operations requires that we retain or renew a variety of government approvals and Results of Operations – Liquidity and Capital Resourcescomply with changing federal regulations,” “Business – Intellectual PropertyRisk Factors—Risks Related to our Business—The FCC is considering possible mechanisms for spectrum reallocation that could affect the spectrum for our stations and adversely impact our ability to compete,” “Business – CollaborationsRisk Factors—Risks Related to our Business—Changes in FCC ownership rules through FCC action, Commercial judicial review or federal legislation may limit our ability to continue providing services to stations under sharing arrangements (such as local marketing agreements, joint sale agreements, shared services agreements and License Agreementsother similar agreements), may prevent us from obtaining ownership of the stations we currently provide services to under sharing arrangements, may require us to amend or terminate certain agreements and/or may preclude us from obtaining the full economic value of one or more of our duopoly, or two-station, operations upon a sale, merger or other similar transaction transferring ownership of such station or stations,” “Business – Distribution,” “Business – Government Business—Broadcast Regulation,” “Business – Business—Legal Proceedings,” “Executive Compensation – Employment Agreements,” “Executive Compensation – Employee Equity Incentive Plans,” “Certain Relationships or Related Party Transactions,” “Description of Capital Stock,” and “Material U.S. Federal Income and Estate Tax Consequences to Considerations for Non-U.S. Holders of our Voting Common Stock,” and the information in the Registration Statement under Items 14 and 15, “Description of Our Capital Stock” in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, are accurate and fair summaries of such legal matters, documents, instruments, agreements, proceedings or conclusions, as the case may beis correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein which have not been so described and filed as required by the 1933 Act or the 1933 Act Regulationsrequired.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “"Risk Factors -- Risks Related To This Offering -- The large number of shares eligible for sale following this offering may depress the market price of our common stock," "Risk Factors -- Risks Related To This Offering -- Anti-takeover provisions in our charter documents and Delaware law may make an acquisition of us more difficult," "Prior S Corporation Status," "Management’s 's Discussion and Analysis of Financial Condition and Results of Operations – -- Liquidity and Capital Resources,” “" "Business – Intellectual Property-- Licensing,” “" "Business – Collaborations, Commercial -- Imports and License AgreementsImport Restrictions,” “" "Business – Distribution,” “Business – -- Government Regulation,” “" "Business – Legal Proceedings-- Litigation,” “Executive Compensation – Employment Agreements" "Management -- Limitation on Liability and Indemnification Matters,” “Executive Compensation – " "Management -- Employee Equity Incentive Benefit Plans,” “Certain Relationships or Related Party Transactions" "Shares Eligible for Future Sale,” “" "Description of Capital Stock,” " "Underwriting," and “Material U.S. Federal Income Tax Consequences to Non-U.S. Holders of our Common Stock"Related Party Transactions,” and the information in the Registration Statement under Items 14 and 15, " in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s charter 's certificate of incorporation or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, are accurate and fair summaries of such legal matters, documents, instruments, agreements, proceedings or conclusions, as the case may beis correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package Statement and the Prospectus of any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases leases, subleases or other instruments, instruments or agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus Statement or the Prospectus or to be filed as exhibits to the Registration Statement which have not been so described and filed as required by the 1933 Act or the 1933 Act Regulationsrequired.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “ManagementRisk Factors” and “Material Tax Considerations,” and the information in the Company’s Discussion annual report on Form 20-F for the fiscal year ended December 31, 2017 under the captions “Item 4. Information on the Company—B. Business Overview—Intellectual Property,” “Item 4. Information on the Company—B. Business Overview—Government Regulations and Analysis of Funding,” “Item 5. Operating and Financial Condition Review and Results of Operations – Prospects—B. Liquidity and Capital Resources,” “Business – Intellectual PropertyItem 6. Directors, Senior Management and Employees—B. Compensation,” “Business – CollaborationsItem 6. Directors, Commercial Senior Management and License AgreementsEmployees—C. Board Practices,” “Business – Distribution,” “Business – Government Regulation,” “Business – Legal Proceedings,” “Executive Compensation – Employment Agreements,” “Executive Compensation – Employee Equity Incentive Plans,” “Certain Relationships or Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions,” “Item 8. Financial Information —A. Financial Statements and Other Financial Information—Legal Proceedings,” “Item 10. Additional Information—B. Memorandum and Articles of Association—Description of Capital StockSecurities—Ordinary Shares,” and “Material U.S. Federal Income Tax Consequences to Non-U.S. Holders of our Common StockItem 10. Additional Information—E. Taxation,” and the information in the Registration Statement under Items 14 and 15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s charter or bylaws Organizational Documents or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, are accurate and fair summaries of such legal matters, documents, instruments, agreements, proceedings or conclusions, as the case may beis correct in all material respects; all descriptions in the Registration StatementStatements, the General Disclosure Package and the Prospectus of any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration StatementStatements, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement Statements or the documents incorporated or deemed to be incorporated by reference therein which have not been so described and filed as required by the 1933 Act or the 1933 Act Regulationsrequired.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Description of Capital Stock,” “Description of Class A Common Stock” and “Certain U.S. Federal Income and Estate Tax Considerations For Non-U.S. Holders of Securities” and the information in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 under the captions “Business-Regulation of Our Advertising Business,” “Business—Regulation of Our Insurance Business,” “Business—Regulation of our Broadband Business,” “Risk Factors—Risks Related to the Company and Our Business—Governmental regulations could adversely affect our business, financial condition, results of operations and prospects, and we may not be successful in maintaining authority to issue surety insurance through UCS,” “Risk Factors—Risks Related to the Company and Our Business—We are subject to extensive insurance regulation, which may adversely affect our ability to achieve our business objectives. In addition, if we fail to comply with these regulations, we may be subject to penalties, including fines and suspensions, which may adversely affect our financial condition and results of operations,” “Legal Proceedings” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Operations—Liquidity and Capital Resources,” “Business – Intellectual Property,” “Business – Collaborations, Commercial and License Agreements,” “Business – Distribution,” “Business – Government Regulation,” “Business – Legal Proceedings,” “Executive Compensation – Employment Agreements,” “Executive Compensation – Employee Equity Incentive Plans,” “Certain Relationships or Related Party Transactions,” “Description of Capital Stock,” and “Material U.S. Federal Income Tax Consequences to Non-U.S. Holders of our Common Stock,” and the information in the Registration Statement under Items 14 and 15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, are accurate and fair summaries of such legal matters, documents, instruments, agreements, proceedings or conclusions, as the case may beis correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement which or the documents incorporated or deemed to be incorporated by reference therein that have not been so described and filed as required by the 1933 Act or the 1933 Act Regulationsrequired.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “About Immunomedics, Inc. — Legal Proceedings,” “Risk Factors—Risks Related to Government Regulation of our Industry,” “Risk Factors—Risks Related to Our Securities,” “Common Stock,” “Description of the Securities We Are Offering” and “Anti—Takeover Effects Of Delaware Law And Of Our Charter And Bylaws” and the information in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2017, as amended, under the captions “Business—Governmental Regulation,” “Business — Patents and Proprietary Rights,” “Legal Proceedings,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Operations—Liquidity and Capital Resources,” “Business – Intellectual Property,” “Business – Collaborations, Commercial and License Agreements,” “Business – Distribution,” “Business – Government Regulation,” “Business – Legal Proceedings,” “Executive Compensation – Employment Agreements,” “Executive Compensation – Employee Equity Incentive Plans,” “Certain Relationships or Related Party Transactions,” “Description of Capital Stock,” and “Material U.S. Federal Income Tax Consequences to Non-U.S. Holders of our Common Stock,” and the information in the Registration Statement under Items 14 and 15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, are accurate and fair summaries of such legal matters, documents, instruments, agreements, proceedings or conclusions, as the case may beis correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein which have not been so described and filed as required by the 1933 Act or the 1933 Act Regulationsrequired.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “ManagementRisk Factors” and “Material Tax Considerations,” and the information in the Company’s Discussion annual report on Form 20-F for the fiscal year ended December 31, 2016 under the captions “Item 4. Information on the Company—B. Business Overview—Intellectual Property,” “Item 4. Information on the Company—B. Business Overview—Government Regulations and Analysis of Funding,” “Item 5. Operating and Financial Condition Review and Results of Operations – Prospects—B. Liquidity and Capital Resources,” “Business – Intellectual PropertyItem 6. Directors, Senior Management and Employees—B. Compensation,” “Business – CollaborationsItem 6. Directors, Commercial Senior Management and License AgreementsEmployees—C. Board Practices,” “Business – Distribution,” “Business – Government Regulation,” “Business – Legal Proceedings,” “Executive Compensation – Employment Agreements,” “Executive Compensation – Employee Equity Incentive Plans,” “Certain Relationships or Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions,” “Item 8. Financial Information—Legal Proceedings,” “Item 10. Additional Information—B. Memorandum and Articles of Association—Description of Capital StockSecurities—Ordinary Shares,” and “Material U.S. Federal Income Tax Consequences to Non-U.S. Holders of our Common StockItem 10. Additional Information—E. Taxation,” and the information in the Registration Statement under Items 14 and 15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s charter or bylaws Organizational Documents or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, are accurate and fair summaries of such legal matters, documents, instruments, agreements, proceedings or conclusions, as the case may beis correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein which have not been so described and filed as required by the 1933 Act or the 1933 Act Regulationsrequired.

Accuracy of Descriptions and Exhibits. The information incorporated by reference in the Pre-Pricing Prospectus and the Prospectus from the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 under the captions “Item 1A. Risk Factors—Risks Related to the Company’s Business—As a television broadcaster, the Company is highly regulated, and continuation of its operations requires that it retain or renew a variety of government approvals and comply with changing federal regulations,” “—The FCC is considering possible mechanisms for spectrum reallocation that could affect the spectrum for the Company’s stations and adversely impact the Company’s ability to compete,” “—Changes in FCC ownership rules through FCC action, judicial review or federal legislation may limit the Company’s ability to continue providing services to stations under sharing arrangements (such as LMAs, JSAs, SSAs and other similar agreements), may require the Company to amend or terminate certain agreements and/or may preclude the Company from obtaining the full economic value of one or more of its station combinations in a DMA upon a sale, merger or other similar transaction transferring ownership of such station or stations,” “Item 1. Business—Broadcast Regulation,” and the information in the Pre-Pricing Prospectus and the Prospectus under the captions “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources,” “Business – Intellectual Property,” “Business – Collaborations, Commercial and License Agreements,” “Business – Distribution,” “Business – Government Regulation,” “Business – Legal Proceedings,” “Executive Compensation – Employment Agreements,” “Executive Compensation – Employee Equity Incentive Plans,” “Certain Relationships or Related Party Transactions,” “Description of Capital Stock,” and “Material U.S. Federal Income and Estate Tax Consequences to Considerations for Non-U.S. Holders of our Voting Common Stock,” and the information in the Registration Statement under Items 14 and 15, “Description of Our Capital Stock” in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, are accurate and fair summaries of such legal matters, documents, instruments, agreements, proceedings or conclusions, as the case may beis correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein which have not been so described and filed as required by the 1933 Act or the 1933 Act Regulationsrequired.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Pre‑Pricing Prospectus and the Prospectus under the captions “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources,” “Business – Intellectual Property,” “Business – Collaborations, Commercial and License Agreements,” “Business – Distribution,” “Business – Government Regulation,” “Business – Legal Proceedings,” “Executive Compensation – Employment Agreements,” “Executive Compensation – Employee Equity Incentive Plans,” “Certain Relationships or Related Party Transactions,” “Description of Capital Stock,” and caption “Material U.S. Federal and Estate Income Tax Consequences to Considerations for Non-U.S. Holders of our Common StockHolders,” and the information in the Registration Statement Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 under Items 14 the captions “Risk Factors—We may be subject to fines and 15other penalties related to violations of FCC indecency rules and other FCC rules and policies, the enforcement of which has increased in recent years, and complaints related to such violations may delay our renewal applications with the FCC,” “Risk Factors—Federal regulation of the broadcasting industry limits our operating flexibility, which may affect our ability to generate revenue or reduce our costs,” “Risk Factors—The FCC’s multiple ownership rules limit our ability to operate multiple television stations in some markets and may result in a reduction in our revenue or prevent us from reducing costs. Changes in these rules may threaten our existing strategic approach to certain television markets,” “Risk Factors—The FCC’s National Broadband Plan may result in a loss of spectrum for our stations potentially adversely impacting our ability to compete;” and “Business—Federal Regulation of Television Broadcasting,” in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, are accurate and fair summaries of such legal matters, documents, instruments, agreements, proceedings or conclusions, as the case may be; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Documents are accurate is correct in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Pre‑Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein which have not been so described and filed as required by the 1933 Act or the 1933 Act Regulationsrequired.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the caption “Material United States Federal Income Tax Considerations” and the information in the Annual Report under the captions “Business—Gas Utility—Regulatory Matters,” “Legal Proceedings,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources,” “Business – Intellectual Property,” “Business – Collaborations, Commercial and License Agreements,” “Business – Distribution,” “Business – Government Regulation,” “Business – Legal Proceedings,” “Executive Compensation – Employment Agreements,” “Executive Compensation – Employee Equity Incentive Plans,” “Certain Relationships or Related Party Transactions,” “Description of Capital Stock,Operations—Critical Accounting Estimates—Regulatory Accounting” and “Material U.S. Federal Income Tax Consequences to Non-U.S. Holders Management’s Discussion and Analysis of our Common Stock,Financial Condition and Results of Operations—Regulatory Matters” and in Item 13 thereof under the caption “Certain Relationship and Related Transactions, and Director Independence” (as such information has been modified, supplemented or superseded by information included in the Registration Statement under Items 14 General Disclosure Package and 15the Prospectus or incorporated by reference therein from reports filed by the Company with the Commission subsequent to the date of filing of the Annual Report), in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s charter or bylaws Organizational Documents, the Securities, the Mortgage or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, are accurate and fair summaries of such legal matters, documents, instruments, agreements, proceedings or conclusions, as the case may beconclusions is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement which or the documents incorporated or deemed to be incorporated by reference therein that have not been so described and filed as required by the 1933 Act or the 1933 Act Regulationsrequired.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “ManagementRisk Factors” and “Material Tax Considerations,” and the information in the Company’s Discussion annual report on Form 20-F for the fiscal year ended December 31, 2017 under the captions “Item 4. Information on the Company—B. Business Overview—Intellectual Property,” “Item 4. Information on the Company—B. Business Overview—Government Regulations and Analysis of Funding,” “Item 5. Operating and Financial Condition Review and Results of Operations – Prospects—B. Liquidity and Capital Resources,” “Business – Intellectual PropertyItem 6. Directors, Senior Management and Employees—B. Compensation,” “Business – CollaborationsItem 6. Directors, Commercial Senior Management and License AgreementsEmployees—C. Board Practices,” “Business – Distribution,” “Business – Government Regulation,” “Business – Legal Proceedings,” “Executive Compensation – Employment Agreements,” “Executive Compensation – Employee Equity Incentive Plans,” “Certain Relationships or Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions,” “Item 8. Financial Information—Legal Proceedings,” “Item 10. Additional Information—B. Memorandum and Articles of Association—Description of Capital StockSecurities—Ordinary Shares,” and “Material U.S. Federal Income Tax Consequences to Non-U.S. Holders of our Common StockItem 10. Additional Information—E. Taxation,” and the information in the Registration Statement under Items 14 and 15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s charter or bylaws Organizational Documents or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, are accurate and fair summaries of such legal matters, documents, instruments, agreements, proceedings or conclusions, as the case may beis correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein which have not been so described and filed as required by the 1933 Act or the 1933 Act Regulationsrequired.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus Registration Statement, the General Disclosure Package and the Prospectus under the captions “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity Operations—Debt and Capital ResourcesOther Obligations,” “Business – Business—Intellectual Property,” “Business – Collaborations, Commercial Business—Regulation and License AgreementsCompliance,” “Business – Distribution,” “Business – Government Regulation,” “Business – Business—Legal Proceedings,” “Executive Compensation – Employment Agreements,” “Executive Compensation – Employee Equity Incentive Plansand Director Compensation,” “Certain Relationships or and Related Party Transactions,” “Shares Eligible for Future Sale,” “Description of Capital Stock,” and “Material U.S. Federal Income Tax Consequences to Non-U.S. Holders of our Common Stock,Holders” and the information in the Registration Statement under Items 14 and 15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, are accurate is correct in all material respects; and fair summaries of such legal matters, documents, instruments, agreements, proceedings or conclusions, as the case may be; all descriptions in the Registration Statement, the General Disclosure Package package and the Prospectus of any other Company Documents (as defined below) are accurate in all material respects; and there . There are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents which are required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus General Disclosure Package or the Prospectus or to be filed as exhibits to the Registration Statement which have not been so described and filed as required required. “Company Documents” means (i) all instruments, agreements and documents filed as exhibits to the Registration Statement pursuant to Rule 601(b)(10) of Regulation S-K of the Commission; provided that if any such instrument, agreement or other document has been redacted or if any portion thereof has been deleted or is otherwise not included as part of such exhibit (whether pursuant to a request for confidential treatment or otherwise), the term “Company Documents” shall nonetheless include such instrument, agreement or other document, as the case may be, in its entirety, including any portions thereof which shall have been so redacted, deleted or otherwise not filed, and (ii) all other contracts, debentures, mortgages, deeds of trust, loans or credit agreements, bonds, notes, debentures, evidences of indebtedness, swap agreements, hedging agreements, leases or other instruments or agreements to which the Company or any of its subsidiaries is a party or by which the 1933 Act Company or any of its subsidiaries is bound or to which any of the 1933 Act Regulationsproperty or assets of the Company or any of its subsidiaries is subject.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the caption “Material United States Federal Income Tax Considerations” and the information in the Annual Report under the captions “Business—Gas Utility—Regulatory Matters,” “Legal Proceedings,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources,” “Business – Intellectual Property,” “Business – Collaborations, Commercial and License Agreements,” “Business – Distribution,” “Business – Government Regulation,” “Business – Legal Proceedings,” “Executive Compensation – Employment Agreements,” “Executive Compensation – Employee Equity Incentive Plans,” “Certain Relationships or Related Party Transactions,” “Description of Capital Stock,Operations—Critical Accounting Estimates—Regulatory Accounting” and “Material U.S. Federal Income Tax Consequences to Non-U.S. Holders Management’s Discussion and Analysis of our Common Stock,Financial Condition and Results of Operations—Regulatory Matters” and in Item 13 thereof under the caption “Certain Relationship and Related Transactions, and Director Independence” (as such information has been modified, supplemented or superseded by information included in the Registration Statement under Items 14 General Disclosure Package and 15the Prospectus or incorporated by reference therein from reports filed by the Company with the Commission subsequent to the date of filing of the Annual Report), in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s charter or bylaws Organizational Documents, the Securities, the Mortgage or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, are accurate and fair summaries of such legal matters, documents, instruments, agreements, proceedings or conclusions, as the case may beis correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement which or the documents incorporated or deemed to be incorporated by reference therein that have not been so described and filed as required by the 1933 Act or the 1933 Act Regulationsrequired.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Risk Factors—Australian takeovers laws may discourage takeover offers being made for us or may discourage the acquisition of a significant portion of our ordinary shares or ADSs,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Operations—Liquidity and Capital Resources,” “Business – Intellectual PropertyBusiness—Regulation of the Oil and Natural Gas Industry,” “Business – CollaborationsBusiness—Environmental, Commercial Health and License Agreements,” “Business – Distribution,” “Business – Government Safety Regulation,” “Business – Business—Legal Proceedings,” “Executive Compensation – Employment AgreementsManagement—Remuneration,” “Executive Compensation – Employee Equity Incentive Plans,” “Certain Relationships or Related Party Transactions,” “Description of Capital StockShare Capital,” “Description of American Depositary Shares,” “Shares Eligible for Future Sale,” “Taxation,” the fifth through eighth paragraphs of “Underwriting” and “Material U.S. Federal Income Tax Consequences to Non-U.S. Holders Enforceability of our Common StockCivil Liabilities,” and the information in the Registration Statement under Items 14 6 and 157, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s charter or bylaws Organizational Documents or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, are accurate and fair summaries of such legal matters, documents, instruments, agreements, proceedings or conclusions, as the case may beis correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement which have not been so described and filed as required by the 1933 Act or the 1933 Act Regulationsrequired.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Risk Factors-Risks Relating to Our Common Stock and this Offering,” “Description of Equity Securities,” “Summary-Recent Developments,” “Compensation Discussion and Analysis,” “Election of Directors-Certain Related Party Transactions,” the information in the Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2013 under the captions “Business-Environmental,” “Business--Trademarks,” “Risk Factors,” “Legal Proceedings,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Operations-Liquidity and Capital Resources,” “Business – Intellectual Property,” “Business – Collaborations, Commercial and License Agreements,” “Business – Distribution,” “Business – Government Regulation,” “Business – Legal Proceedings,” “Executive Compensation – Employment Agreements,” “Executive Compensation – Employee Equity Incentive Plans,” “Certain Relationships or Related Party Transactions,” “Description of Capital Stock,” and “Material U.S. Federal Income Tax Consequences to Non-U.S. Holders of our Common Stock,” and the information in the Registration Statement Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 29, 2014 under Items 14 the captions “Legal Proceeding” and 15, “Risk Factors,” in each case solely to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, are accurate and fair summaries of such legal matters, documents, instruments, agreements, proceedings or conclusions, as the case may beis correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein which have not been so described and filed as required by the 1933 Act or the 1933 Act Regulationsrequired.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “ManagementRisk Factors” and the information in the Company’s Discussion annual report on Form 20-F for the fiscal year ended December 31, 2019, as amended, under the captions “Item 4. Information on the Company—B. Business Overview—Intellectual Property and Analysis of Patents and Proprietary Rights,” “Item 4. Information on the Company—B. Business Overview—Government Regulation,” “Item 5. Operating and Financial Condition Review and Results of Operations – Prospects—B. Liquidity and Capital Resources,” “Business – Intellectual PropertyItem 6. Directors, Senior Management and Employees—B. Compensation,” “Business – CollaborationsItem 6. Directors, Commercial Senior Management and License AgreementsEmployees—C. Board Practices,” “Business – Distribution,” “Business – Government Regulation,” “Business – Legal Proceedings,” “Executive Compensation – Employment Agreements,” “Executive Compensation – Employee Equity Incentive Plans,” “Certain Relationships or Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions,” “Description Item 8. Financial Information —A. Financial Statements and Other Financial Information—Legal Proceedings,” “Item 10. Additional Information—B. Articles of Capital StockAssociation,” and “Material U.S. Federal Income Tax Consequences to Non-U.S. Holders of our Common StockItem 10. Additional Information—E. Taxation,” and the information in the Registration Statement under Items 14 and 15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s charter or bylaws Organizational Documents or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, are accurate and fair summaries of such legal matters, documents, instruments, agreements, proceedings or conclusions, as the case may beis correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein which have not been so described in all material respects and filed as required by the 1933 Act or the 1933 Act Regulationsrequired.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Risk Factors—Risks related to the discovery and development of our product candidates,” “Risk Factors—Risks related to commercialization of our product candidates,” “Risk Factors—Risks related to our business operations,” “Risk Factors—Risks related to our intellectual property,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Operations—Liquidity and Capital Resources,” “Business – Business—Government Regulation,” “Legal Proceedings,” “Business—Intellectual Property,” “Business – Collaborations, Commercial and License Agreements,” “Business – Distribution,” “Business – Government Regulation,” “Business – Legal Proceedings,” “Executive Compensation – Employment Agreements,” “Executive Compensation – Employee Equity Incentive PlansCompensation,” “Certain Relationships or and Related Party Transactions, and Director Independence,” “Directors, Executive Officers and Corporate Governance,” and “Description of Capital Stock,” and “Material U.S. Federal Income Tax Consequences to Non-U.S. Holders of our Common Stock,” and the information in the Registration Statement under Items 14 and 15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, are accurate and fair summaries of such legal matters, documents, instruments, agreements, proceedings or conclusions, as the case may beis correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated by reference therein or to be filed as exhibits to the Registration Statement which or the documents incorporated by reference therein that have not been so described and filed as required by the 1933 Act or the 1933 Act Regulationsrequired.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus General Disclosure Package and the Prospectus under the captions “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital ResourcesRisk Factors—Tax Risks,” “Business – Intellectual PropertyCash Distribution Policy and Restrictions on Distributions,” “Business – Collaborations, Commercial and License AgreementsProvisions of Our Partnership Agreement Relating to Cash Distributions,” “Business – DistributionBusiness—Our Safety and Environmental Programs and Procedures,” “Business – Government RegulationBusiness—Laws and Regulations,” “Business – Business—Legal Proceedings,” “Executive Compensation – Employment Agreements,” “Executive Compensation – Employee Equity Incentive PlansManagement,” “Certain Relationships or and Related Party Transactions,” “Conflicts of Interest and Duties,” “Description of Capital StockOur Common Units,” “Our Partnership Agreement” and “Material U.S. Federal Income Tax Consequences to Non-U.S. Holders of our Common StockConsequences,” and the information in the Registration Statement under Items 14 and 1515 of Part II, in each case to the extent that it constitutes matters summaries of lawstatutes, rules or regulations, summaries of legal mattersor governmental proceedings, summaries of provisions of the Company’s charter Amended and Restated Partnership Agreement, or bylaws or any other instruments or agreements, summaries of legal proceedingsthe terms of the contracts and other documents described and filed, or legal conclusions, are accurate and fair summaries of such legal matters, documents, instruments, agreements, proceedings or conclusions, as the case may be; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Documents are accurate is correct in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required that are required, under the 1933 Act and the 1933 Act Regulations, (i) to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus General Disclosure Package or the Prospectus or (ii) to be filed as exhibits to the Registration Statement Statement, which have not been so described and or filed as required by under the 1933 Act or and the 1933 Act Regulations. To the CNX Parties’ knowledge, no other party to any such contract or other document has any intention not to render full performance as contemplated by the terms thereof.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources,” “Business – Intellectual PropertyBusiness—Distribution,” “Business – Business—Collaborations, Commercial and License Agreements,” “Business – DistributionBusiness—Intellectual Property,” “Business – Business—Government Regulation,” “Business – Business—Legal Proceedings,” “Executive Compensation – Discussion and Analysis—Discussion of Summary Compensation and Grants of Plan-Based Awards Tables—Employment and Release Agreements,” “Executive Compensation – Discussion and Analysis—Discussion of Summary Compensation and Grants of Plan-Based Awards Tables—Employee Equity Incentive Plans,” “Certain Relationships or and Related Party Transactions,” “Description of Capital Stock,” and “Material U.S. Federal Income Tax Consequences to Non-U.S. Holders of our Our Common Stock,” and the information in the Registration Statement under Items 14 and 15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, are accurate and fair summaries of such legal matters, documents, instruments, agreements, proceedings or conclusions, as the case may be; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement which have not been so described and filed as required by the 1933 Act or the 1933 Act Regulations.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Risk Factors—Risks Related to our Organizational Structure,” “Risk Factors—Risks Related to our REIT Qualification and Certain Other U.S. Federal Income Tax Items,” “Risk Factors—Risks Related to Our Company—Maintenance of our exclusion from regulation as an investment company under the Investment Company Act imposes significant limitations on our operations,” “Management’s 's Discussion and Analysis of Financial Condition and Results of Operations – Operations—Liquidity and Capital Resources—Description of Existing Financing Arrangements,” “Business – Intellectual PropertyBusiness—Operating and Regulatory Structure,” “Business – Collaborations, Commercial and License Agreements,” “Business – Distribution,” “Business – Government Regulation,” “Business – Business—Legal Proceedings,” “Executive Compensation – Employment AgreementsManagement—2021 Equity Incentive Plan,” “Executive Compensation – Employee Equity Incentive PlansOur Manager and the Management Agreement—The Management Agreement,” “Our Manager and the Management Agreement—SEC Order,” “Certain Provisions of Maryland Law and of our Charter and Bylaws,” “Certain Relationships or and Related Party Transactions,” “Description of Capital Stock,” “Shares Eligible for Future Sale,” and “Material U.S. Federal Income Tax Consequences to Non-U.S. Holders of our Common StockConsiderations,” and the information in the Registration Statement under Items 14 33 and 1534, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of either of the Company’s charter or bylaws Transaction Entities’ Organizational Documents or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, are accurate and fair summaries of such legal matters, documents, instruments, agreements, proceedings or conclusions, as the case may beis correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement which have not been so described and filed as required by the 1933 Act or the 1933 Act Regulationsrequired.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Management’s Discussion Risk Factors—Risks Related to Our REIT Status and Analysis of Financial Condition and Results of Operations – Liquidity and Capital ResourcesCertain Other Tax Items,” “Business – Intellectual PropertyRisk Factors—Risks Related to Our Company—Maintenance of our exclusion from registration under the Investment Company Act imposes significant limits on our operations. Your investment return may be reduced if we are required to register as an investment company under the Investment Company Act,” “Business – Collaborations, Commercial Business—Operating and License AgreementsRegulatory Structure,” “Business – Distribution,” “Business – Government Regulation,” “Business – Business—Legal Proceedings,” “Executive Compensation – Employment AgreementsOur Manager and the Management Agreement—Management Agreement,” “ Our Manager and the Management Agreement—Relationship with SteepRock,” “Executive Compensation – Employee Equity Management—2016 Omnibus Incentive PlansPlan,” “Certain Relationships or and Related Party Transactions,” “Shares Eligible for Future Sale,” “Description of Capital Stock,” and “Material U.S. Federal Income Tax Consequences to Non-U.S. Holders of our Common Stock,Considerations” and the information in the Registration Statement under Items 14 33 and 1534, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, are accurate and fair summaries of such legal matters, documents, instruments, agreements, proceedings or conclusions, as the case may beis correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement which have not been so described and filed as required by the 1933 Act or the 1933 Act Regulationsrequired.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Risk Factors—Risks Related to our Organizational Structure,” “Risk Factors—Risks Related to our REIT Qualification and Certain Other U.S. Federal Income Tax Items,” “Risk Factors—Risks Related to Our Company—Maintenance of our exclusion from regulation as an investment company under the Investment Company Act imposes significant limitations on our operations,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Operations—Liquidity and Capital Resources—Description of Existing Financing Arrangements,” “Business – Intellectual PropertyBusiness—Operating and Regulatory Structure,” “Business – Collaborations, Commercial and License Agreements,” “Business – Distribution,” “Business – Government Regulation,” “Business – Business—Legal Proceedings,” “Executive Compensation – Employment AgreementsManagement—2021 Equity Incentive Plan,” “Executive Compensation – Employee Equity Incentive PlansOur Manager and the Management Agreement—The Management Agreement,” “Our Manager and the Management Agreement—SEC Order,” “Certain Provisions of Maryland Law and of our Charter and Bylaws,” “Certain Relationships or and Related Party Transactions,” “Description of Capital Stock,” “Shares Eligible for Future Sale,” and “Material U.S. Federal Income Tax Consequences to Non-U.S. Holders of our Common StockConsiderations,” and the information in the Registration Statement under Items 14 33 and 1534, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of either of the Company’s charter or bylaws Transaction Entities’ Organizational Documents or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, are accurate and fair summaries of such legal matters, documents, instruments, agreements, proceedings or conclusions, as the case may beis correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement which have not been so described and filed as required by the 1933 Act or the 1933 Act Regulationsrequired.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus preliminary prospectus and the Prospectus under the captions “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital ResourcesRisk Factors—Tax Risks,” “Business – Intellectual PropertyCash Distribution Policy and Restrictions on Distributions,” “Business – Collaborations, Commercial and License AgreementsProvisions of Our Partnership Agreement Relating to Cash Distributions,” “Business – DistributionBusiness—Our Safety and Environmental Programs and Procedures,” “Business – Government RegulationBusiness—Laws and Regulations,” “Business – Business—Legal Proceedings,” “Executive Compensation – Employment Agreements,” “Executive Compensation – Employee Equity Incentive PlansManagement,” “Certain Relationships or and Related Party Transactions,” “Conflicts of Interest and Duties,” “Description of Capital StockOur Common Units,” “Our Partnership Agreement” and “Material U.S. Federal Income Tax Consequences to Non-U.S. Holders of our Common StockConsequences,” and the information in the Registration Statement under Items 14 and 1515 of Part II, in each case to the extent that it constitutes matters summaries of lawstatutes, rules or regulations, summaries of legal mattersor governmental proceedings, summaries of provisions of the Company’s charter Amended and Restated Partnership Agreement, or bylaws or any other instruments or agreements, summaries of legal proceedingsthe terms of the contracts and other documents described and filed, or legal conclusions, are accurate and fair summaries of such legal matters, documents, instruments, agreements, proceedings or conclusions, as the case may be; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Documents are accurate is correct in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required that are required, under the 1933 Act and the 1933 Act Regulations, (i) to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus General Disclosure Package or the Prospectus or (ii) to be filed as exhibits to the Registration Statement Statement, which have not been so described and or filed as required by under the 1933 Act or and the 1933 Act Regulations. To the CNX Parties’ knowledge, no other party to any such contract or other document has any intention not to render full performance as contemplated by the terms thereof.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “The Partnership Agreement,” “Cash Distribution Policy,” “Material Income Tax Considerations” and “Material Federal Income Tax Consequences” and the information in the Partnership’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 under the captions “Business-Pipeline Regulation-Gathering and Intrastate Pipeline Regulation,” “Business-Pipeline Regulation-Pipeline Safety,” “Business-Pipeline Regulation-Trucking Regulation,” “Business-Environmental, Health and Safety Risks,” “Risk Factors,” “Certain Relationships and Related Party Transactions, and Director Independence,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Operations-Our Liquidity and Capital Resources,” “Business – Intellectual Property,” “Business – Collaborations, Commercial and License Agreements,” “Business – Distribution,” “Business – Government Regulation,” “Business – Legal Proceedings,” “Executive Compensation – Employment Agreements,” “Executive Compensation – Employee Equity Incentive Plans,” “Certain Relationships or Related Party Transactions,” “-Description of Capital Stock,Credit Facility” and “Material U.S. Federal Income Tax Consequences to Non-U.S. Holders of our Common Stock,” and the information in the Registration Statement under Items 14 and 15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s charter or bylaws Partnership Agreement or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, are accurate and fair summaries of such legal matters, documents, instruments, agreements, proceedings or conclusions, as the case may beis correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Partnership Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein which have not been so described and filed as required by the 1933 Act or the 1933 Act Regulationsrequired.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “About Immunomedics, Inc. — Legal Proceedings,” “Risk Factors—Risks Related to Government Regulation of our Industry,” “Risk Factors—Risks Related to Our Securities,” “Common Stock,” “Description of the Securities We Are Offering” and “Anti–Takeover Effects Of Delaware Law And Of Our Charter And Bylaws” and the information in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 under the captions “Business—Governmental Regulation,” “Business — Patents and Proprietary Rights,” “Legal Proceedings,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Operations—Liquidity and Capital Resources,” “Business – Intellectual Property,” “Business – Collaborations, Commercial and License Agreements,” “Business – Distribution,” “Business – Government Regulation,” “Business – Legal Proceedings,” “Executive Compensation – Employment Agreements,” “Executive Compensation – Employee Equity Incentive Plans,” “Certain Relationships or Related Party Transactions,” “Description of Capital Stock,” and “Material U.S. Federal Income Tax Consequences to Non-U.S. Holders of our Common Stock,” and the information in the Registration Statement under Items 14 and 15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, are accurate and fair summaries of such legal matters, documents, instruments, agreements, proceedings or conclusions, as the case may beis correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein which have not been so described and filed as required by the 1933 Act or the 1933 Act Regulationsrequired.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “ManagementRisk Factors” and “Material Tax Considerations,” and the information in the Company’s Discussion annual report on Form 20-F for the fiscal year ended December 31, 2020 under the captions “Item 4. Information on the Company—B. Business Overview—Intellectual Property,” “Item 4. Information on the Company—B. Business Overview—Government Regulations and Analysis of Funding,” “Item 5. Operating and Financial Condition Review and Results of Operations – Prospects—B. Liquidity and Capital Resources,” “Business – Intellectual PropertyItem 6. Directors, Senior Management and Employees—B. Compensation,” “Business – CollaborationsItem 6. Directors, Commercial Senior Management and License AgreementsEmployees—C. Board Practices,” “Business – Distribution,” “Business – Government Regulation,” “Business – Legal Proceedings,” “Executive Compensation – Employment Agreements,” “Executive Compensation – Employee Equity Incentive Plans,” “Certain Relationships or Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions,” “Item 8. Financial Information—A. Financial Statements and Other Financial Information—Legal Proceedings,” “Item 10. Additional Information—B. Memorandum and Articles of Association—Description of Capital StockSecurities—Ordinary Shares,” and “Material U.S. Federal Income Tax Consequences to Non-U.S. Holders of our Common StockItem 10. Additional Information—E. Taxation,” and the information in the Registration Statement under Items 14 and 15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s charter or bylaws Organizational Documents or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, are accurate and fair summaries of such legal matters, documents, instruments, agreements, proceedings or conclusions, as the case may beis correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein which have not been so described and filed as required by the 1933 Act or the 1933 Act Regulationsrequired.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Summary”, “Use of Proceeds”, “Common Stock Price Range and Dividend Policy”, “Material United States Federal Income Tax Consequences to Non-United States Holders”, “Underwriting”, “The Company” and “Description of Our Capital Stock” and the information in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 under the captions “Business—Connecticut Water’s Operations”, “Risk Factors—Because we incur significant capital expenditures annually, we depend on the rates we charge our customers, which are subject to regulation”, “Risk Factors—Our inability to comply with debt covenants under our credit facilities could result in prepayment obligations”, “Risk Factors—Our operating costs could be significantly increased because of state and federal environmental and health and safety laws and regulations”, “Risk Factors—New Streamflow Regulations could potentially impact our ability to serve our customers”, “Legal Proceedings”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Operations—Financial Condition—Regulatory Matters and Inflation” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Financial Condition—Liquidity and Capital Resources,” “Business – Intellectual Property,” “Business – Collaborations, Commercial and License Agreements,” “Business – Distribution,” “Business – Government Regulation,” “Business – Legal Proceedings,” “Executive Compensation – Employment Agreements,” “Executive Compensation – Employee Equity Incentive Plans,” “Certain Relationships or Related Party Transactions,” “Description of Capital Stock,” and “Material U.S. Federal Income Tax Consequences to Non-U.S. Holders of our Common Stock,” and the information in the Registration Statement under Items 14 and 15”, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s charter certificate of incorporation or bylaws by-laws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, are accurate and fair summaries of such legal matters, documents, instruments, agreements, proceedings or conclusions, as the case may beis correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement which or the documents incorporated or deemed to be incorporated by reference therein that have not been so described and filed as required by the 1933 Act or the 1933 Act Regulationsrequired.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “About Immunomedics, Inc. — Legal Proceedings,” “Risk Factors—Risks Related to Government Regulation of our Industry,” “Risk Factors—Risks Related to Our Securities,” “Common Stock,” “Description of the Securities We Are Offering” and “Anti–Takeover Effects Of Delaware Law And Of Our Charter And Bylaws” and the information in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2018, as amended, and the Company’s Transition Report on Form 10-K for the transition period from July 1, 2018 to December 31, 2018 under the captions “Business—Governmental Regulation,” “Business — Patents and Proprietary Rights,” “Legal Proceedings,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Operations—Liquidity and Capital Resources,” “Business – Intellectual Property,” “Business – Collaborations, Commercial and License Agreements,” “Business – Distribution,” “Business – Government Regulation,” “Business – Legal Proceedings,” “Executive Compensation – Employment Agreements,” “Executive Compensation – Employee Equity Incentive Plans,” “Certain Relationships or Related Party Transactions,” “Description of Capital Stock,” and “Material U.S. Federal Income Tax Consequences to Non-U.S. Holders of our Common Stock,” and the information in the Registration Statement under Items 14 and 15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, are accurate and fair summaries of such legal matters, documents, instruments, agreements, proceedings or conclusions, as the case may beis correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein which have not been so described and filed as required by the 1933 Act or the 1933 Act Regulationsrequired.

Accuracy of Descriptions and Exhibits. The information included or incorporated in the Pre-Pricing Prospectus and the Prospectus under the captions “Management’s Discussion Risk Factors—Risks Related to Our Loan Portfolio—We may be subject to lender liability claims, and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resourcesif we are held liable under such claims, we could be subject to losses,” “Business – Intellectual PropertyRisk Factors—Risks Related to Our Loan Portfolio—We may be exposed to environmental liabilities with respect to properties to which we take title, which may in turn decrease the value of the underlying properties,” “Business – CollaborationsRisk Factors—Risks Related to Our Loan Portfolio—We may be required to repurchase or substitute mortgage loans or indemnify investors if we breach representations and warranties, Commercial which could harm our business, cash flow, results of operations and License Agreementsfinancial condition,” “Business – DistributionRisk Factors—Risks Related to Our Organization and Structure—Our certificate of incorporation provides that our directors who are affiliates of Snow Xxxxxx and XXXX may engage in similar activities and lines of business as us, which may result in competition between us and such stockholders or another portfolio company of such stockholders for certain corporate opportunities,” “Business – Government RegulationRisk Factors—Risks Related to Our Organization and Structure—Some provisions of Delaware law and our organizational documents may deter third parties from acquiring us and may diminish the value of our common stock,” “Business – Legal ProceedingsRisk Factors—Risks Related to Our Organization and Structure—Our certificate of incorporation provides, subject to limited exceptions, that the Court of Chancery of the State of Delaware and the federal district courts of the United States of America will be the sole and exclusive forums for certain stockholder litigation matters, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or stockholders,” “Executive Compensation – Employment AgreementsRisk Factors—Risks Related to Our Organization and Structure—Our board of directors is authorized to issue and designate shares of our preferred stock in additional series without stockholder approval,” “Executive Compensation – Employee Equity Incentive PlansRisk Factors—Risks Related to Sources of Financing—We may be required to maintain certain levels of collateral or provide additional collateral under our warehouse facilities, which may restrict us from leveraging our assets as fully as desired or forcing us to sell assets under adverse market conditions, resulting in potentially lower returns,” “Certain Relationships or Risk Factors—Risks Related Party Transactionsto Regulatory Matters—The securitization process is subject to an evolving regulatory environment that may affect certain aspects of our current business,” “Risk Factors—Risks Related to Regulatory Matters—Maintenance of our Investment Company Act exclusion imposes limits on our operations, which may adversely affect our operations,” and “Description of Capital Stock,” and “Material U.S. Certain United States Federal Income and Estate Tax Consequences to Non-U.S. Holders of our Common Stock,Holders” and the information in the Registration Statement under Items 14 and Item 15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s charter or bylaws or any other instruments or agreementsagreements discussed therein, summaries of legal proceedingsproceedings discussed therein, or legal conclusions, are accurate and fair summaries of such legal matters, documents, instruments, agreements, proceedings or conclusions, as the case may beis correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package Statement and the Prospectus of any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus Statement or the Prospectus or to be filed as exhibits to the Registration Statement which have not been so described and filed as required by the 1933 Act or the 1933 Act Regulationsrequired.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “ManagementRisk Factors,” and “Material Tax Considerations” and the information in the Company’s Discussion Annual Report on Form 20-F for the fiscal year ended December 31, 2013 under the captions “Item 4. Information on the Company—B. Business Overview—Intellectual Property,” “Item 4. Information on the Company—B. Business Overview—Governmental Regulations and Analysis of Funding,” “Item 5. Operating and Financial Condition Review and Results of Operations – Prospects—B. Liquidity and Capital Resources,” Item “Business – Intellectual Property6. Directors, Senior Management and Employees—B. Compensation,” Item “6. Directors, Senior Management and Employees—C. Board Practices,” “Business – Collaborations, Commercial and License Agreements,” “Business – Distribution,” “Business – Government Regulation,” “Business – Legal Proceedings,” “Executive Compensation – Employment Agreements,” “Executive Compensation – Employee Equity Incentive Plans,” “Certain Relationships or Item 7. Major Shareholders—B. Related Party Transactions,” “Item 8. Financial Information—Legal Proceedings,” “Item 10. Additional Information—B. Memorandum and Articles of Association—Description of Capital StockSecurities—Ordinary Shares,” and “Material U.S. Federal Income Tax Consequences to Non-U.S. Holders of our Common StockItem 10. Additional Information—E. Taxation,” and the information in the Registration Statement under Items 14 and 15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s charter or bylaws Organizational Documents or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, are accurate and fair summaries of such legal matters, documents, instruments, agreements, proceedings or conclusions, as the case may beis correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein which have not been so described and filed as required by the 1933 Act or the 1933 Act Regulationsrequired.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Risk Factors—Risks Related to Our Business and Industry,” “Risk Factors—Risks Related to Our Relationship with Ocwen, Other Subservicers and Related Parties,” “Risk Factors—Risks Related to Government Regulation,” “Risk Factors—Risks Related to Taxation,” “Risk Factors—Risks Related to Our Ordinary Shares and this Offering,” “The Concurrent Private Placement,” “Use of Proceeds,” “Dividend Policy,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital ResourcesOperations—Related Party Transactions,” “Business – Intellectual PropertyThe Proposed Business—Description of Purchase Agreement,” “Business – Collaborations, Commercial and License AgreementsThe Proposed Business—Description of Subservicing Agreement,” “Business – DistributionThe Proposed Business— Description of Servicing Advance Facility Agreements and Advance Financing Facility,” “Business – Government The Proposed Business—Description of Ocwen Professional Services Agreement,” “The Proposed Business—Description of Altisource Administrative Services Agreement,” “The Proposed Business—Regulation,” “Business – The Proposed Business—Legal Proceedings,” “Executive Compensation – Employment Agreements,” “Executive Compensation – Employee Equity Incentive Plans,” “Certain Relationships or and Related Party Transactions,” “Description of Capital StockShare Capital,” “Shares Eligible for Future Sale,” “Material Cayman Islands and United States Federal Income Tax Considerations,” and “Material U.S. Federal Income Tax Consequences to Non-U.S. Holders Enforceability of our Common StockCivil Liabilities,” and the information in the Registration Statement under Items 14 and 15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s charter memorandum or bylaws articles of association, any Subject Instrument or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, are is accurate and fair summaries of such legal matters, documents, instruments, agreements, proceedings or conclusions, as the case may bein all material respects; all descriptions of any Company Documents in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, instruments or agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement which have not been so described and filed as required by the 1933 Act or the 1933 Act Regulationsrequired.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Risk Factors—Risks Related to Our Organizational Structure,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Operations—Liquidity and Capital Resources,” “Business – Business-Intellectual Property,” “Business – Collaborations, Commercial and License Agreements,” “Business – Distribution,” “Business – Business—Government Regulation,” “Business – Business—Legal Proceedings,”, “Organizational Structure,” “Executive Compensation – Compensation—Employment Agreements and Post-Termination Agreements,” “Executive Compensation – Employee Compensation—Equity Incentive PlansIncentives and —Equity and Cash Incentives,” “Certain Relationships or and Related Party Transactions,” “Description of Certain Indebtedness,” “Description of Capital Stock,” and “Shares Eligible for Future Sale,” “Material U.S. Federal Income Tax Consequences to Considerations for Non-U.S. Holders of our Common StockHolders,” and the information in the Registration Statement under Items 14 and 15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s charter Carvana Parties’ charter, bylaws or bylaws organizational documents, as applicable, or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, are accurate and fair summaries of such legal matters, documents, instruments, agreements, proceedings or conclusions, as the case may beis correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement which have not been so described and filed as required by required. Each of the 1933 Act or Consents and Waivers, the 1933 Act RegulationsTax Receivable Agreements, the Exchange Agreement, the Registration Rights Agreement, the Carvana Group, LLC Amendment, the Amendment and Restatement and this Agreement conforms in all material respects to the description thereof contained in the Registration Statement, the Pre-Pricing Prospectus and the Prospectus.

Accuracy of Descriptions and Exhibits. The information included or incorporated in the Pre-Pricing Prospectus and the Prospectus under the captions “Management’s Discussion Risk Factors—Risks Related to Our Loan Portfolio—We may be subject to lender liability claims, and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resourcesif we are held liable under such claims, we could be subject to losses,” “Business – Intellectual PropertyRisk Factors—Risks Related to Our Loan Portfolio —We may be exposed to environmental liabilities with respect to properties to which we take title, which may in turn decrease the value of the underlying properties,” “Business – CollaborationsRisk Factors—Risks Related to Our Loan Portfolio—We may be required to repurchase or substitute mortgage loans or indemnify investors if we breach representations and warranties, Commercial which could harm our business, cash flow, results of operations and License Agreementsfinancial condition,” “Business – DistributionRisk Factors—Risks Related to Our Organization and Structure—Our certificate of incorporation provides that our directors who are affiliates of Snow Xxxxxx and XXXX may engage in similar activities and lines of business as us, which may result in competition between us and such stockholders or another portfolio company of such stockholders for certain corporate opportunities,” “Business – Government RegulationRisk Factors—Risks Related to Our Organization and Structure—Some provisions of Delaware law and our organizational documents may deter third parties from acquiring us and may diminish the value of our common stock,” “Business – Legal ProceedingsRisk Factors—Risks Related to Our Organization and Structure—Our certificate of incorporation provides, subject to limited exceptions, that the Court of Chancery of the State of Delaware and the federal district courts of the United States of America will be the sole and exclusive forums for certain stockholder litigation matters, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or stockholders,” “Executive Compensation – Employment AgreementsRisk Factors—Risks Related to Our Organization and Structure—Our board of directors is authorized to issue and designate shares of our preferred stock in additional series without stockholder approval,” “Executive Compensation – Employee Equity Incentive PlansRisk Factors—Risks Related to Our Organization and Structure—The terms of our outstanding Series A Convertible Preferred Stock and Warrants may adversely affect the rights of the holders of our common stock,” “Certain Relationships Risk Factors—Risks Related to Sources of Financing—We may be required to maintain certain levels of collateral or Related Party Transactionsprovide additional collateral under our warehouse facilities, which may restrict us from leveraging our assets as fully as desired or forcing us to sell assets under adverse market conditions, resulting in potentially lower returns,” “Risk Factors—Risks Related to Regulatory Matters—The securitization process is subject to an evolving regulatory environment that may affect certain aspects of our current business,” “Risk Factors—Risks Related to Regulatory Matters—Maintenance of our Investment Company Act exclusion imposes limits on our operations, which may adversely affect our operations,” and “Description of Capital Stock,” and “Material U.S. Certain United States Federal Income and Estate Tax Consequences to Non-U.S. Holders of our Common Stock,Holders” and the information in the Registration Statement under Items 14 and Item 15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s charter or bylaws or any other instruments or agreementsagreements discussed therein, summaries of legal proceedingsproceedings discussed therein, or legal conclusions, are accurate and fair summaries of such legal matters, documents, instruments, agreements, proceedings or conclusions, as the case may beis correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package Statement and the Prospectus of any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus Statement or the Prospectus or to be filed as exhibits to the Registration Statement which have not been so described and filed as required by the 1933 Act or the 1933 Act Regulationsrequired.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Risk Factors—Risks Related to Our Intellectual Property,” “Risk Factors—Risks Related To Industry Regulation and Other Legal Compliance Matters,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Operations—Liquidity and Capital Resources,” “Business – Intellectual PropertyBusiness—Healthcare Regulatory Environment,” “Business – Collaborations, Commercial and License AgreementsBusiness—Legal Proceedings,” “Business – Distribution,” “Business – Government Regulation,” “Business – Legal ProceedingsBusiness—Intellectual Property,” “Executive Compensation – Employment AgreementsNarrative to Summary Compensation Table”, “Executive Compensation – 2014 Equity Compensation Plan,” “Executive Compensation – Employee 2016 Equity Incentive PlansCompensation Plan,” “Certain Relationships or Transactions With Related Party TransactionsPersons,” “Shares Eligible for Future Sale,” “Description of Capital Stock,” and “Material U.S. Federal Income Tax Consequences to Non-Non U.S. Holders of our Common Stock,” ”, and the information in the Registration Statement under Items 14 and 15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, are accurate and fair summaries of such legal matters, documents, instruments, agreements, proceedings or conclusions, as the case may beis correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement Statement, in each case, by the 1933 Act or the 1933 Act Regulations, which have not been so described and filed as required by the 1933 Act or the 1933 Act Regulationsrequired.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “"Risk Factors," "Management’s 's Discussion and Analysis of Financial Condition and Results of Operations – - Liquidity and Capital Resources,” “" "Business – - Intellectual Property,” “" "Business – Collaborations, Commercial and License Agreements- Legal Proceedings,” “" "Business – Distribution,” “Business – - Government Regulation,” “Business – Legal Proceedings" "Management - Employment Agreements and Change in Control Arrangements,” “Executive Compensation – Employment Agreements,” “Executive Compensation – Employee " "Management - 2004 Equity Incentive Plan," Management - 2004 Non-Employee Director Stock Incentive Plan," "Management - Other Equity Compensation Plans,” “" "Management - 401(k) Savings Plan," "Management - Indemnification of Directors and Executive Officers and Limitation of Liability," "Certain Relationships or and Related Party Transactions,” “" "Description of Capital Stock,” and “" "Material U.S. Federal Income Tax Consequences to Non-U.S. Holders of our Common StockHolders,” and the information in the Registration Statement under Items 14 and 15, " "Shares Eligible for Future Sale," in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s 's charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, are accurate and fair summaries of such legal mattersfairly present in all material respects, documents, instruments, agreements, proceedings or conclusions, as the case may bematters referred to therein; all descriptions in the Registration Statement, the General Disclosure Package Statement and the Prospectus of any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, instruments or agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus Statement or the Prospectus or to be filed as exhibits to the Registration Statement which have not been so described and filed as required by the 1933 Act or the 1933 Act Regulationsrequired.

Accuracy of Descriptions and Exhibits. The information included or incorporated by reference in the Pre-Registration Statement, the Pricing Prospectus Disclosure Package and the Prospectus under the captions “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital ResourcesRisk Factors—Tax Risks,” “Business – Intellectual PropertyCash Distribution Policy and Restrictions on Distributions,” “Business – Collaborations, Commercial and License AgreementsProvisions of Our Partnership Agreement Relating to Cash Distributions,” “Business – DistributionBusiness—Regulation of Operations,” “Business – Government RegulationBusiness—Regulation of Environmental and Occupational Safety and Health Matters,” “Business – Business—Legal Proceedings,” “Directors, Executive Compensation – Employment Agreements,” “Executive Compensation – Employee Equity Incentive PlansOfficers and Corporate Governance,” “Certain Relationships or and Related Party TransactionsTransactions and Director Independence,” “Description of Capital StockOur Common Units,” “Our Partnership Agreement” and “Material U.S. Federal Income Tax Consequences to Non-U.S. Holders of our Common StockConsequences,” and the information in the Registration Statement under Items 14 and 1515 of Part II, in each case to the extent that it constitutes matters summaries of lawstatutes, rules or regulations, summaries of legal mattersor governmental proceedings, summaries of provisions of the Company’s charter Partnership Agreement, or bylaws or any other instruments or agreements, summaries of legal proceedingsthe terms of the contracts and other documents described and filed, or legal conclusions, are accurate and fair summaries of such legal matters, documents, instruments, agreements, proceedings or conclusions, as the case may be; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Documents are accurate is correct in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required that are required, under the Securities Act and the Securities Act Regulations, (i) to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus Disclosure Package or the Prospectus or (ii) to be filed as exhibits to the Registration Statement Statement, which have not been so described and or filed as required under the Securities Act and the Securities Act Regulations. To the Partnership Entities’ knowledge, no other party to any such contract or other document has any intention not to render full performance as contemplated by the 1933 Act or the 1933 Act Regulationsterms thereof.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Risk Factors—Risks Related To This Offering—The large number of shares eligible for sale following this offering may depress the market price of our common stock,” “Risk Factors—Risks Related To This Offering—Anti-takeover provisions in our charter documents and Delaware law may make an acquisition of us more difficult,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Operations—Liquidity and Capital Resources,” “Business – Intellectual PropertyBusiness—Licensing,” “Business – Collaborations, Commercial Business—Imports and License AgreementsImport Restrictions,” “Business – Distribution,” “Business – Business—Government Regulation,” “Business – Legal ProceedingsBusiness—Litigation,” “Executive Compensation – Employment AgreementsManagement—Limitation on Liability and Indemnification Matters,” “Executive Compensation – Management—Employee Equity Incentive Benefit Plans,” “Certain Relationships or Related Party TransactionsShares Eligible for Future Sale,” “Description of Capital Stock,” and “Material U.S. Federal Income Tax Consequences to Non-U.S. Holders of our Common StockUnderwriting,” and the information in the Registration Statement under Items 14 and 15, “Related Party Transactions,” in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s charter certificate of incorporation or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, are accurate and fair summaries of such legal matters, documents, instruments, agreements, proceedings or conclusions, as the case may beis correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package Statement and the Prospectus of any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases leases, subleases or other instruments, instruments or agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus Statement or the Prospectus or to be filed as exhibits to the Registration Statement which have not been so described and filed as required by the 1933 Act or the 1933 Act Regulationsrequired.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Risk Factors—Risks related to the discovery and development of our product candidates,” “Risk Factors—Risks related to commercialization of our product candidates,” “Risk Factors—Risks related to our business operations,” “Risk Factors—Risks related to our intellectual property,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Operations—Liquidity and Capital Resources,” “Business – Business—Government Regulation,” “Legal Proceedings,” “Business—Intellectual Property,” “Business – Collaborations, Commercial and License Agreements,” “Business – Distribution,” “Business – Government Regulation,” “Business – Legal Proceedings,” “Executive Compensation – Employment Agreements,” “Executive Compensation – Employee Equity Incentive PlansCompensation,” “Certain Relationships or and Related Party Transactions, and Director Independence,” “Directors, Executive Officers and Corporate Governance,” “Description of Capital Stock,” and “Material U.S. Federal Income Tax Consequences to Non-U.S. Holders Description of our Common Stock,Securities we are Offering” and the information in the Registration Statement under Items 14 and 15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, are accurate and fair summaries of such legal matters, documents, instruments, agreements, proceedings or conclusions, as the case may beis correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated by reference therein or to be filed as exhibits to the Registration Statement which or the documents incorporated by reference therein that have not been so described and filed as required by the 1933 Act or the 1933 Act Regulationsrequired.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources,” “Business – Intellectual Property,” “Business – Collaborations, Commercial and License Agreements,” “Business – Distribution,” “Business – Government Regulation,” “Business – Legal Proceedings,” “Executive Compensation – Employment Agreements,” “Executive Compensation – Employee Equity Incentive Plans,” “Certain Relationships or Related Party TransactionsRisk Factors,” “Description of Capital Stock,Warrants We are Offering” and “Material U.S. Federal Income Tax Consequences to Non-U.S. Holders of our Common StockConsiderations,” and the information in the Registration Statement Company’s annual report on Form 20-F for the fiscal year ended December 31, 2015 under Items 14 the captions “Item 4. Information on the Company—B. Business Overview—Intellectual Property,” “Item 4. Information on the Company—B. Business Overview—Government Regulations and 15Funding,” “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources,” Item “6. Directors, Senior Management and Employees—B. Compensation,” Item “6. Directors, Senior Management and Employees—C. Board Practices,” “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions,” “Item 8. Financial Information—Legal Proceedings,” “Item 10. Additional Information—B. Memorandum and Articles of Association—Description of Securities—Ordinary Shares,” and “Item 10. Additional Information—E. Taxation,” in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s charter or bylaws Organizational Documents or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, are accurate and fair summaries of such legal matters, documents, instruments, agreements, proceedings or conclusions, as the case may beis correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein which have not been so described and filed as required by the 1933 Act or the 1933 Act Regulationsrequired.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “ManagementRisk Factors” and the information in the Company’s Discussion annual report on Form 20-F for the fiscal year ended December 31, 2019, as amended, under the captions “Item 4. Information on the Company—B. Business Overview—Intellectual Property,” “Item 4. Information on the Company—B. Business Overview—Government Regulations and Analysis of Funding,” “Item 5. Operating and Financial Condition Review and Results of Operations – Prospects—B. Liquidity and Capital Resources,” “Business – Intellectual PropertyItem 6. Directors, Senior Management and Employees—B. Compensation,” “Business – CollaborationsItem 6. Directors, Commercial Senior Management and License AgreementsEmployees—C. Board Practices,” “Business – Distribution,” “Business – Government Regulation,” “Business – Legal Proceedings,” “Executive Compensation – Employment Agreements,” “Executive Compensation – Employee Equity Incentive Plans,” “Certain Relationships or Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions,” “Description Item 8. Financial Information —A. Financial Statements and Other Financial Information—Legal Proceedings,” “Item 10. Additional Information—B. Articles of Capital StockAssociation,” and “Material U.S. Federal Income Tax Consequences to Non-U.S. Holders of our Common StockItem 10. Additional Information—E. Taxation,” and the information in the Registration Statement under Items 14 and 15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s charter or bylaws Organizational Documents or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, are accurate and fair summaries of such legal matters, documents, instruments, agreements, proceedings or conclusions, as the case may beis correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein which have not been so described and filed as required by the 1933 Act or the 1933 Act Regulationsrequired.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Risk Factors—Risks Related to Our Organizational Structure,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Operations—Liquidity and Capital Resources,” “Business – Business-Intellectual Property,” “Business – Collaborations, Commercial and License Agreements,” “Business – Distribution,” “Business – Business—Government Regulation,” “Business – Business—Legal Proceedings,”, “Organizational Structure,” “Executive Compensation – Compensation—Employment Agreements and Post-Termination Agreements,” “Executive Compensation – Employee Compensation—Equity Incentive PlansIncentives and —Equity and Cash Incentives,” “Certain Relationships or and Related Party Transactions,” “Description of Certain Indebtedness,” “Description of Capital Stock,” and “Shares Eligible for Future Sale,” “Material U.S. Federal Income Tax Consequences to Considerations for Non-U.S. Holders of our Common StockHolders,” and the information in the Registration Statement under Items 14 and 15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s charter Carvana Parties’ charter, bylaws or bylaws organizational documents, as applicable, or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, are accurate and fair summaries of such legal matters, documents, instruments, agreements, proceedings or conclusions, as the case may beis correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement which have not been so described and filed as required by required. This Agreement conforms in all material respects to the 1933 Act or description thereof contained in the 1933 Act RegulationsRegistration Statement, the Pre-Pricing Prospectus and the Prospectus.

Accuracy of Descriptions and Exhibits. The information included or incorporated by reference in the Pre-Pricing Prospectus Registration Statement, the General Disclosure Package and the Prospectus Prospectus, including under the captions “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity Operations—Debt and Capital Resources,Other Obligations” and “Business – Intellectual Property,” “Business – Collaborations, Commercial and License Agreements,” “Business – Distribution,” “Business – Government Regulation,” “Business – Legal Proceedings,” in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 25, 2016; “Business—Intellectual Property” and “Business—Regulation and Compliance” and the Company’s Annual Report on Form 10-K for the fiscal year ended December 27, 2015; “Executive Compensation – Employment Agreements,and Director Compensation” and “Executive Compensation – Employee Equity Incentive Plans,Related Person Transactions” “Certain Relationships or Related Party Transactions,” in the Company’s definitive proxy statement relating to the Company’s 2016 annual meeting of stockholders, filed with the Commission on April 20, 2016; and “Description of Capital Stock,” and “Material U.S. Federal Income Tax Consequences to Non-U.S. Holders of our Common Stock,Holders” in the preliminary prospectus and the Prospectus, and the information in the Registration Statement under Items 14 and Item 15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, are accurate is correct in all material respects; and fair summaries of such legal matters, documents, instruments, agreements, proceedings or conclusions, as the case may be; all descriptions in the Registration Statement, the General Disclosure Package package and the Prospectus of any other Company Documents (as defined below) are accurate in all material respects; and there . There are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents which are required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus General Disclosure Package or the Prospectus Prospectus, incorporated therein by reference or to be filed as exhibits to the Registration Statement which have not been so described described, incorporated or filed as required. “Company Documents” means (i) all instruments, agreements and documents incorporated by reference into the Registration Statement and filed as required by the 1933 Act Company pursuant to Rule 601(b)(10) of Regulation S-K of the Commission; provided that if any such instrument, agreement or other document has been redacted or if any portion thereof has been deleted or is otherwise not included as part of such exhibit (whether pursuant to a request for confidential treatment or otherwise), the 1933 Act Regulationsterm “Company Documents” shall nonetheless include such instrument, agreement or other document, as the case may be, in its entirety, including any portions thereof which shall have been so redacted, deleted or otherwise not filed, and (ii) all other contracts, debentures, mortgages, deeds of trust, loans or credit agreements, bonds, notes, debentures, evidences of indebtedness, swap agreements, hedging agreements, leases or other instruments or agreements to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Pre‑Pricing Prospectus and the Prospectus under the caption “Risk Factors-Risks Related to Our Common Stock and this Offering,” and the information in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 under the captions “Business-Industry Trends,” “Business-Effect of Changing Prices,” “Business-Payor Sources,” “Business-Reimbursement for Specific Services,” “Business-Government Regulation,” “Legal Proceedings,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Operations-Liquidity and Capital Resources,” “Business – Intellectual Property,” “Business – Collaborations, Commercial and License Agreements,” “Business – Distribution,” “Business – Government Regulation,” “Business – Legal ProceedingsExecutive Compensation-Principal Economic Elements of Executive Compensation,” “Executive Compensation – Employment AgreementsCompensation-Principal Elements of Director Compensation,” “Executive Compensation-Equity Compensation – Employee Equity Incentive Plans,” “Certain Relationships or Related Party Transactions,” “Description of Capital Stock,Plan Information” and “Material U.S. Federal Income Tax Consequences Risk Factors-Risks Related to Non-U.S. Holders of our Common StockOur Business and Industry,” and the information in the Registration Statement under Items 14 and 15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, are accurate and fair summaries of such legal matters, documents, instruments, agreements, proceedings or conclusions, as the case may beis correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Pre‑Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein which have not been so described and filed as required by the 1933 Act or the 1933 Act Regulationsrequired.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “The Partnership Agreement,” “Cash Distribution Policy” and “Material Federal Income Tax Considerations” and the information in the Partnership’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013 under the captions “Business-Interstate Pipeline Regulation-Gathering and Intrastate Pipeline Regulation,” “Business-Interstate Pipeline Regulation-Pipeline Safety,” “Business-Interstate Pipeline Regulation-Trucking Regulation,” “Business-Environmental, Health and Safety Risks,” “Risk Factors,” “Certain Relationships and Related Party Transactions, and Director Independence,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Operations-Our Liquidity and Capital Resources,” “Business – Intellectual Property,” “Business – Collaborations, Commercial and License Agreements,” “Business – Distribution,” “Business – Government Regulation,” “Business – Legal Proceedings,” “Executive Compensation – Employment Agreements,” “Executive Compensation – Employee Equity Incentive Plans,” “Certain Relationships or Related Party Transactions,” “-Description of Capital Stock,Credit Facility” and “Material U.S. Federal Income Tax Consequences to Non-U.S. Holders of our Common Stock,” and the information in the Registration Statement under Items 14 and 15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s charter or bylaws Partnership Agreement or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, are accurate and fair summaries of such legal matters, documents, instruments, agreements, proceedings or conclusions, as the case may beis correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Partnership Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein which have not been so described and filed as required by the 1933 Act or the 1933 Act Regulationsrequired.

Accuracy of Descriptions and Exhibits. The information included or incorporated by reference in the Registration Statement, Pre-Pricing Prospectus and the Prospectus under the captions “Risk Factors—Risks Related to Our Intellectual Property,” “Risk Factors—Risks Related To Industry Regulation and Other Legal Compliance Matters,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Operations—Liquidity and Capital Resources,” “Business – Business—Healthcare Regulatory Environment,” “Legal Proceedings,” “Business—Intellectual Property,” “Business – CollaborationsExecutive Compensation — Narrative to Summary Compensation Table”, Commercial and License Agreements,” “Business – Distribution,” “Business – Government Regulation,” “Business – Legal Proceedings,” “Executive Compensation – Employment Agreements— 2016 Equity Compensation Plan,” “Executive Compensation – Employee Equity Incentive Plans,” “Certain Relationships or Related Party Transactions,” and “Description of Capital Stock,” and “Material U.S. Federal Income Tax Consequences to Non-Non U.S. Holders of our Common Stock,” ”, and the information in the Registration Statement under Items 14 and 15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, are accurate and fair summaries of such legal matters, documents, instruments, agreements, proceedings or conclusions, as the case may beis correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement Statement, in each case, by the 1933 Act, the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations, which have not been so described and filed as required by the 1933 Act or the 1933 Act Regulationsrequired.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Risk Factors—Risks Related to Our Organizational Structure,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Operations—Liquidity and Capital Resources,” “Business – Business-Intellectual Property,” “Business – Collaborations, Commercial and License Agreements,” “Business – Distribution,” “Business – Business—Government Regulation,” “Business – Business—Legal Proceedings,”, “Organizational Structure,” “Executive Compensation – Compensation—Employment Agreements and Post-Termination Agreements,” “Executive Compensation – Employee Compensation—Equity Incentive PlansIncentives and — Equity and Cash Incentives,” “Certain Relationships or and Related Party Transactions,” “Description of Certain Indebtedness,” “Description of Capital Stock,” and “Shares Eligible for Future Sale,” “Material U.S. Federal Income Tax Consequences to Considerations for Non-U.S. Holders of our Common StockHolders,” and the information in the Registration Statement under Items 14 and 15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s charter Carvana Parties’ charter, bylaws or bylaws organizational documents, as applicable, or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, are accurate and fair summaries of such legal matters, documents, instruments, agreements, proceedings or conclusions, as the case may beis correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement which have not been so described and filed as required by required. This Agreement conforms in all material respects to the 1933 Act or description thereof contained in the 1933 Act RegulationsRegistration Statement, the Pre-Pricing Prospectus and the Prospectus.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Pre‑Pricing Prospectus and the Prospectus under the captions “ManagementRisk Factors,” and “Material Tax Considerations” and the information in the Company’s Discussion Annual Report on Form 20-F for the fiscal year ended December 31, 2014 under the captions “Item 4. Information on the Company—B. Business Overview—Intellectual Property,” “Item 4. Information on the Company—B. Business Overview—Government Regulations and Analysis of Funding,” “Item 5. Operating and Financial Condition Review and Results of Operations – Prospects—B. Liquidity and Capital Resources,” Item “Business – Intellectual Property6. Directors, Senior Management and Employees—B. Compensation,” Item “6. Directors, Senior Management and Employees—C. Board Practices,” “Business – Collaborations, Commercial Item 7. Major Shareholders and License Agreements,” “Business – Distribution,” “Business – Government Regulation,” “Business – Legal Proceedings,” “Executive Compensation – Employment Agreements,” “Executive Compensation – Employee Equity Incentive Plans,” “Certain Relationships or Related party Transactions—B. Related Party Transactions,” “Item 8. Financial Information—Legal Proceedings,” “Item 10. Additional Information—B. Memorandum and Articles of Association—Description of Capital StockSecurities—Ordinary Shares,” and “Material U.S. Federal Income Tax Consequences to Non-U.S. Holders of our Common StockItem 10. Additional Information—E. Taxation,” and the information in the Registration Statement under Items 14 and 15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s charter or bylaws Organizational Documents or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, are accurate and fair summaries of such legal matters, documents, instruments, agreements, proceedings or conclusions, as the case may beis correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Pre‑Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein which have not been so described and filed as required by the 1933 Act or the 1933 Act Regulationsrequired.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Statutory Prospectus and in the Prospectus under the captions “Management’s Discussion "Risk Factors--There is uncertainty as to the coverage that may be available and Analysis the reimbursement rates that may be established for our product candidates. Any failure to obtain third-party coverage or an adequate level of Financial Condition reimbursement for our product candidates will likely have a material adverse effect on our business," "Risk Factors--The patent covering the chemical composition of talaporfin sodium has expired in the United States and Results most foreign countries and we will therefore have to seek to protect our product candidates through a combination of Operations – Liquidity patents on other aspects of our technology, trade secrets and Capital Resourcesthrough non-patent methods, which may not prove effective,” “Business – Intellectual Property" "Risk Factors--Light Sciences Corporation has licensed to us all of the patents and most of the patent applications and other intellectual property that are critical to our business. Any events or circumstances that result in the termination or limitation of our rights under any of the agreements between us and Light Sciences Corporation, or under Light Sciences Corporation's license to use talaporfin sodium, could have a material adverse effect on our business,” “Business – Collaborations" "Risk Factors - Following this offering, Commercial a substantial number of our shares of common stock will become available for sale in the public market, which may cause the market price of our stock to decline," "Risk Factors--Antitakeover provisions of Washington law, our articles of incorporation and License our bylaws may prevent or delay an acquisition of us that shareholders may consider favorable or may prevent or delay attempts to replace or remove our management that could be beneficial to our shareholders," "Business--Patents and Proprietary Rights," "Business--Technology In-Licenses and Other Agreements,” “Business – Distribution,” “Business – Government Regulation,” “Business – " "Business--Legal Proceedings,” “Executive Compensation – " "Management--Board Committees and Corporate Governance," "Management--Employment Agreements, Termination of Employment and Change-in-Control Arrangements,” “Executive Compensation – Employee Equity " "Management--Incentive Plans,” “" "Management--Limitations on Liability and Indemnification," "Certain Relationships or and Related Party Transactions,” “" "Description of Capital Stock,” " "Shares Eligible for Future Sale," and “Material "U.S. Federal Income Tax Consequences to Considerations for Non-U.S. Holders of our Common Stock,” Holders" and the information in the Registration Statement under Items 14 and 15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s 's charter or bylaws bylaws, any Company Documents or any other documents, instruments or agreements, agreements referred to therein or summaries of legal proceedingsproceedings referred to therein, or legal conclusions, are accurate and fair summaries of such legal matters, documents, instruments, agreements, proceedings or conclusions, as the case may be; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Documents are accurate is correct in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instrumentsdocuments, instruments or agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Statutory Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement which have not been so described and filed as required by the 1933 Act or the 1933 Act Regulationsrequired.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Material United States Federal Income Tax Considerations” and the information in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2012 under the captions “Business—Regulatory Matters,” “Legal Proceedings,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources,” “Business – Intellectual Property,” “Business – Collaborations, Commercial and License Agreements,” “Business – Distribution,” “Business – Government Regulation,” “Business – Legal Proceedings,” “Executive Compensation – Employment Agreements,” “Executive Compensation – Employee Equity Incentive Plans,” “Certain Relationships or Related Party Transactions,” “Description of Capital Stock,Operations—Critical Accounting Policies—Regulated Operations” and “Material U.S. Federal Income Tax Consequences to Non-U.S. Holders Management’s Discussion and Analysis of our Common Stock,Financial Condition and Results of Operations—Regulatory and Other Matters” and the (as such information has been modified, supplemented or superseded by information included in the Registration Statement under Items 14 and 15General Disclosure Package, the Prospectus or incorporated by reference therein from reports filed by the Company with the Commission subsequent to the date of filing of such Annual Report on Form 10-K), in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s charter or bylaws bylaws, the Securities, the Mortgage or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, are accurate and fair summaries of such legal matters, documents, instruments, agreements, proceedings or conclusions, as the case may beis correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement which or the documents incorporated or deemed to be incorporated by reference therein that have not been so described and filed as required by the 1933 Act or the 1933 Act Regulationsrequired.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Statutory Prospectus and in the Prospectus under the captions “Management’s Discussion Risk Factors—There is uncertainty as to the coverage that may be available and Analysis the reimbursement rates that may be established for our product candidates. Any failure to obtain third-party coverage or an adequate level of Financial Condition and Results of Operations – Liquidity and Capital Resourcesreimbursement for our product candidates will likely have a material adverse effect on our business,” “Business – Intellectual PropertyRisk Factors—The patent covering the chemical composition of talaporfin sodium has expired in the United States and most foreign countries and we will therefore have to seek to protect our product candidates through a combination of patents on other aspects of our technology, trade secrets and through non-patent methods, which may not prove effective,” “Business Risk Factors—Light Sciences Corporation has licensed to us all of the patents and most of the patent applications and other intellectual property that are critical to our business. Any events or circumstances that result in the termination or limitation of our rights under any of the agreements between us and Light Sciences Corporation, or under Light Sciences Corporation’s license to use talaporfin sodium, could have a material adverse effect on our business,” “Risk Factors – CollaborationsFollowing this offering, Commercial a substantial number of our shares of common stock will become available for sale in the public market, which may cause the market price of our stock to decline,” “Risk Factors—Antitakeover provisions of Washington law, our articles of incorporation and License our bylaws may prevent or delay an acquisition of us that shareholders may consider favorable or may prevent or delay attempts to replace or remove our management that could be beneficial to our shareholders,” “Business—Patents and Proprietary Rights,” “Business—Technology In-Licenses and Other Agreements,” “Business – Distribution,” “Business – Government Regulation,” “Business – Business—Legal Proceedings,” “Executive Compensation – Employment AgreementsManagement—Board Committees and Corporate Governance,” “Executive Compensation – Employee Equity Management—Employment Agreements, Termination of Employment and Change-in-Control Arrangements,” “Management—Incentive Plans,” “Management—Limitations on Liability and Indemnification,” “Certain Relationships or and Related Party Transactions,” “Description of Capital Stock,” “Shares Eligible for Future Sale,” and “Material U.S. Federal Income Tax Consequences to Considerations for Non-U.S. Holders of our Common Stock,Holders” and the information in the Registration Statement under Items 14 and 15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s charter or bylaws bylaws, any Company Documents or any other documents, instruments or agreements, agreements referred to therein or summaries of legal proceedingsproceedings referred to therein, or legal conclusions, are accurate and fair summaries of such legal matters, documents, instruments, agreements, proceedings or conclusions, as the case may be; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Documents are accurate is correct in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instrumentsdocuments, instruments or agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Statutory Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement which have not been so described and filed as required by the 1933 Act or the 1933 Act Regulationsrequired.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “ManagementRisk Factors” and “Material Tax Considerations,” and the information in the Company’s Discussion annual report on Form 20-F for the fiscal year ended December 31, 2021 under the captions “Item 4. Information on the Company—B. Business Overview—Intellectual Property,” “Item 4. Information on the Company—B. Business Overview—Government Regulations and Analysis of Funding,” “Item 5. Operating and Financial Condition Review and Results of Operations – Prospects—B. Liquidity and Capital Resources,” “Business – Intellectual PropertyItem 6. Directors, Senior Management and Employees—B. Compensation,” “Business – CollaborationsItem 6. Directors, Commercial Senior Management and License AgreementsEmployees—C. Board Practices,” “Business – Distribution,” “Business – Government Regulation,” “Business – Legal Proceedings,” “Executive Compensation – Employment Agreements,” “Executive Compensation – Employee Equity Incentive Plans,” “Certain Relationships or Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions,” “Item 8. Financial Information—A. Financial Statements and Other Financial Information—Legal Proceedings,” “Item 10. Additional Information—X. Xxxxxxxxxx and Articles of Association—Description of Capital StockSecurities—Ordinary Shares,” and “Material U.S. Federal Income Tax Consequences to Non-U.S. Holders of our Common StockItem 10. Additional Information—E. Taxation,” and the information in the Registration Statement under Items 14 and 15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s charter or bylaws Organizational Documents or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, are accurate and fair summaries of such legal matters, documents, instruments, agreements, proceedings or conclusions, as the case may beis correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein which have not been so described and filed as required required. To the Company’s knowledge, all information contained in the questionnaires (the “Questionnaires”) provided by the 1933 Act Aegis and completed by each of the Company’s directors, officers and beneficial holders of 5% or more of the Company’s ordinary shares immediately prior to the offering other than Cosmo Pharmaceuticals N.V. (“Cosmo”) as supplemented by all information concerning the Company’s directors, officers and principal shareholders as described in the Registration Statement, the General Disclosure Package or the 1933 Act RegulationsProspectus, provided to Aegis is true and correct in all material respects and the Company has not become aware of any information which would cause the information disclosed in the Questionnaires to become inaccurate and incorrect in any material respect.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Risk Factors—Risks Related to Our Organizational Structure,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Operations—Liquidity and Capital Resources,” “Business – Business-Intellectual Property,” “Business – Collaborations, Commercial and License Agreements,” “Business – Distribution,” “Business – —Government Regulation,” “Business – Business—Legal Proceedings,”, “Organizational Structure,” “Executive Compensation – Compensation—Employment Agreements and Post-Termination Agreements,” “Executive Compensation – Employee Compensation—Equity Incentive PlansIncentives and — Equity and Cash Incentives,” “Certain Relationships or and Related Party Transactions,” “Description of Certain Indebtedness,” “Description of Capital Stock,” and “Shares Eligible for Future Sale,” “Material U.S. Federal Income Tax Consequences to Considerations for Non-U.S. Holders of our Common StockHolders,” and the information in the Registration Statement under Items 14 and 15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s charter Carvana Parties’ charter, bylaws or bylaws organizational documents, as applicable, or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, are accurate and fair summaries of such legal matters, documents, instruments, agreements, proceedings or conclusions, as the case may beis correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement which have not been so described and filed as required by required. Each of the 1933 Act or Consents and Waivers, the 1933 Act RegulationsTax Receivable Agreements, the Exchange Agreement, the Registration Rights Agreement, the Carvana Group, LLC Amendment, the Amendment and Restatement and this Agreement conforms in all material respects to the description thereof contained in the Registration Statement, the Pre-Pricing Prospectus and the Prospectus.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “About Immunomedics, Inc. — Legal Proceedings,” “Risk Factors—Risks Related to Government Regulation of our Industry,” “Risk Factors—Risks Related to Our Securities,” “Common Stock,” “Description of the Securities We Are Offering” and “Anti—Takeover Effects Of Delaware Law And Of Our Charter And Bylaws” and the information in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2016, as amended, under the captions “Business—Governmental Regulation,” “Business — Patents and Proprietary Rights,” “Legal Proceedings,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Operations—Liquidity and Capital Resources,” “Business – Intellectual Property,” “Business – Collaborations, Commercial and License Agreements,” “Business – Distribution,” “Business – Government Regulation,” “Business – Legal Proceedings,” “Executive Compensation – Employment Agreements,” “Executive Compensation – Employee Equity Incentive Plans,” “Certain Relationships or Related Party Transactions,” “Description of Capital Stock,” and “Material U.S. Federal Income Tax Consequences to Non-U.S. Holders of our Common Stock,” and the information in the Registration Statement under Items 14 and 15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, are accurate and fair summaries of such legal matters, documents, instruments, agreements, proceedings or conclusions, as the case may beis correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein which have not been so described and filed as required by the 1933 Act or the 1933 Act Regulationsrequired.

Accuracy of Descriptions and Exhibits. The information in the Pre-Pricing Statutory Prospectus and the Prospectus under the captions “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital ResourcesRisk Factors—Business Risks,” “Business – Risk Factors—Risks Relating to Manufacturing Activities,” “Risk Factors—Risks Relating to Regulation of Our Industry,” “Risk Factors—Risks Relating to Competitive Factors,” “Risk Factors—Risks Relating to Our Arrangements with Third Parties,” “Risk Factors—Risks Relating to Protecting Our Intellectual Property,” “Business – Collaborations, Commercial and License Risk Factors—Risks Relating to Our Exposure to Litigation,” “Risk Factors—Offering Risks,” “Business—Intellectual Property,” “Business—Licensing Agreements,” “Business – Distribution,” “Business – Government Business—Governmental Regulation,” “Business – Legal ProceedingsExecutive and Director Compensation—Employee Benefit Plans,” “Executive Compensation – Employment and Director Compensation—Indebtedness of Management and Related Agreements,” “Executive Compensation – Employee Equity Incentive Plansand Director Compensation—Limitation of Liabilities and Indemnification,” “Certain Relationships or and Related Party Transactions,” “Description of Capital Stock,” and “Material Certain U.S. Federal Income and Estate Tax Consequences to Non-U.S. Holders of our Common Stock,” and the information in the Registration Statement under Items 14 and 15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s charter or bylaws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, are accurate and fair summaries of such legal matters, documents, instruments, agreements, proceedings or conclusions, as the case may beis correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package Packages and the Prospectus of any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Statutory Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement which have not been so described and filed as required by the 1933 Act or the 1933 Act Regulationsrequired.