Common use of Appointment of Vendors’ Representative Clause in Contracts

Appointment of Vendors’ Representative. The Vendor hereby appoints The VenGrowth Advanced Life Sciences Fund Inc. to act as its representative (the "VENDORS' REPRESENTATIVE") to carry out such duties and responsibilities and to exercise such rights and powers on its behalf as are provided in this Agreement and in related documents in accordance with an agreement (the "VENDORS' REPRESENTATIVE AGREEMENT") to be entered into among the Vendors' Representative, the Vendor, and certain other Persons to become shareholders or optionholders of the Purchaser. In the event of any disagreement between the Vendor and/or the Vendors' Representative resulting in adverse claims or demands with respect to the amounts delivered under this Agreement to the Vendors' Representative on behalf of the Vendor, the Vendors' Representative shall be entitled, at its option, to refuse to comply with any claims or demands on it with respect thereto so long as such disagreement shall continue, and in so refusing, the Vendors' Representative may elect to make no delivery of such amounts. In doing so, the Vendors' Representative shall not be or become liable in any way to the Vendor, Vernalis or the Purchaser for its failure or refusal to comply with such claims or demands. The Vendors' Representative may resign from such position at any time by written notice to the parties to the Vendors' Representative Agreement, the Purchaser and Vernalis provided that the Vendors' Representative shall have appointed a successor to the Vendors' Representative satisfactory to the Purchaser, acting reasonably, which appointment will be binding on the parties to the Vendors' Representative Agreement, and provided that such successor shall have consented to act in such capacity.

Appointment of Vendors’ Representative. The Vendor Each of Vendors hereby irrevocably designates and appoints The VenGrowth Advanced Life Sciences Fund Inc. Ariel as its sole representative and agent (the “Vendors’ Representative”) to act as its representative (the "VENDORS' REPRESENTATIVE") to carry out such duties attorney-in-fact and responsibilities mandatary for and to exercise such rights and powers on its behalf as are provided and in its stead in the circumstances specifically set forth in this Agreement and, in such capacity, to take such actions as he may deem necessary or desirable in these circumstances and in related documents in accordance with an agreement (the "VENDORS' REPRESENTATIVE AGREEMENT") to be entered into among the Vendors' Representative, the Vendor, OP and certain other Persons to become shareholders or optionholders of the PurchaserPurchaser hereby accept such appointment. In the event of any disagreement between the Vendor and/or death, incapacity or resignation of Vendors’ Representative, a replacement vendor representative shall be appointed in writing by Ariel, Ariel’s mandataries as to his property or the liquidators of Ariel’s estate, as applicable, to act as the sole Vendors' ’ Representative resulting in adverse claims or demands with respect the circumstances specifically set forth in this Agreement and written notice of such appointment shall be given to the amounts delivered under this Agreement other Vendors, OP and Purchaser, and should the replacement be unable to so act, a new replacement representative shall be immediately appointed in writing by Ariel, Ariel’s mandataries as to his property or the liquidators of Ariel’s estate, as applicable and written notice thereof shall be given to the other Vendors' , OP and Purchaser. Vendors’ Representative shall be authorized hereby to take any and all actions and make any decisions on behalf of Vendors required or permitted to be taken by any of them in the Vendor, the Vendors' Representative circumstances specifically set forth in this Agreement. Each of Vendors shall be entitledbound by all actions taken by Vendors’ Representative in such circumstances. OP, at its option, to refuse to comply with any claims or demands on it with respect thereto so long as such disagreement shall continue, and in so refusing, the Vendors' Representative may elect to make no delivery of such amounts. In doing so, the Vendors' Representative shall not be or become liable in any way to the Vendor, Vernalis or the Purchaser for its failure or refusal to comply with such claims or demands. The Vendors' Representative may resign from such position at any time by written notice to the parties to the Vendors' Representative Agreement, the Purchaser and Vernalis provided their respective Affiliates shall be entitled to rely on any action or decision of Vendors’ Representative without any liability being incurred by OP, Purchaser or their respective Affiliates whatsoever for relying on Vendors’ Representative. For greater certainty, any decision, direction or other determination by Vendors’ Representative hereunder shall be final and binding upon each of Vendors and Vendors acknowledge that the Vendors' Representative shall have appointed a successor to the Vendors' Representative satisfactory to the PurchaserOP and Purchaser may rely upon any such decision, acting reasonably, which appointment will be binding on the parties to the Vendors' Representative Agreement, and provided that such successor shall have consented to act in such capacitydirection or other determination.

Appointment of Vendors’ Representative. The Vendor Each of the Vendors and Advisor hereby irrevocably appoints The VenGrowth Advanced Life Sciences Fund Inc. and designates Xxxx Xxxx (“Vendors’ Representative”) as the agent, proxy and attorney in fact for and on behalf of Vendors and Advisor and in Vendors’ and Advisor’s name, place and stead to act as its representative (the "VENDORS' REPRESENTATIVE") give and receive notices and communications, to carry out agree, to negotiate, enter into settlements and compromises of claims, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such duties and responsibilities claims, and to exercise such rights take all actions necessary or appropriate in the judgment of the Vendors’ Representative for the accomplishment of the foregoing. The execution and powers on its behalf as are provided in delivery of this Agreement by Vendors and Advisor shall constitute approval of the appointment of the Vendors’ Representative and all actions or inactions of the Vendors’ Representative pursuant to this Agreement or any Transaction Document and any action taken by the Vendors’ Representative pursuant to this Section 2.5 within the mandate described herein shall have the effect of binding each of the Vendors and Advisor. No bond shall be required of Vendors’ Representative, and Vendors’ Representative shall receive no compensation for its services. Without limiting the generality of the foregoing, each Vendor and Advisor hereby authorizes the Vendors’ Representative to direct the Purchaser that a portion of the Aggregate Cash Consideration to be received, prior to being deposited into the Vendor Accounts, be paid to certain third parties in related documents respect of the Company Transaction Expenses in accordance with an agreement (i) Section 2.4(c)(ii), as to the "VENDORS' REPRESENTATIVE AGREEMENT") to be entered into among the Vendors' Representative, the VendorInitial Cash Consideration, and certain other Persons to become shareholders or optionholders of (ii) the Purchaser. In the event of any disagreement between the Vendor and/or the Vendors' Representative resulting in adverse claims or demands with respect Advisor Installment Fees, as to the amounts delivered under this Agreement to the Vendors' Representative on behalf of the Vendor, the Vendors' Representative shall be entitled, at its option, to refuse to comply with any claims or demands on it with respect thereto so long as such disagreement shall continue, and in so refusing, the Vendors' Representative may elect to make no delivery of such amounts. In doing so, the Vendors' Representative shall not be or become liable in any way to the Vendor, Vernalis or the Purchaser for its failure or refusal to comply with such claims or demands. The Vendors' Representative may resign from such position at any time by written notice to the parties to the Vendors' Representative Agreement, the Purchaser and Vernalis provided that the Vendors' Representative shall have appointed a successor to the Vendors' Representative satisfactory to the Purchaser, acting reasonably, which appointment will be binding on the parties to the Vendors' Representative Agreement, and provided that such successor shall have consented to act in such capacityInstallment Cash Consideration.

Appointment of Vendors’ Representative. The Vendor hereby appoints The VenGrowth Advanced Life Sciences Fund Inc. to act as its representative (the "VENDORS' REPRESENTATIVE") to carry out such duties and responsibilities and to exercise such rights and powers on its behalf as are provided in this Agreement and in related documents in accordance with an agreement (the "VENDORS' REPRESENTATIVE AGREEMENT") to be entered into among the Vendors' Representative, the Vendor, and certain other Persons to become shareholders or optionholders of the PurchaserPurchaser (other than Vernalis). In the event of any disagreement between the Vendor and/or the Vendors' Representative resulting in adverse claims or demands with respect to the amounts delivered under this Agreement to the Vendors' Representative on behalf of the Vendor, the Vendors' Representative shall be entitled, at its option, to refuse to comply with any claims or demands on it with respect thereto so long as such disagreement shall continue, and in so refusing, the Vendors' Representative may elect to make no delivery of such amounts. In doing so, the Vendors' Representative shall not be or become liable in any way to the Vendor, Vernalis or the Purchaser for its failure or refusal to comply with such claims or demands. The Vendors' Representative may resign from such position at any time by written notice to the parties to the Vendors' Representative Agreement, the Purchaser and Vernalis provided that the Vendors' Representative shall have appointed a successor to the Vendors' Representative satisfactory to the Purchaser, acting reasonably, which appointment will be binding on the parties to the Vendors' Representative Agreement, and provided that such successor shall have consented to act in such capacity.

Appointment of Vendors’ Representative. The Vendor Each of the Vendors hereby appoints The VenGrowth Advanced Life Sciences Fund Inc. to act as its representative (the "VENDORS' REPRESENTATIVE") to carry out such duties and responsibilities and to exercise such rights and powers on its behalf as are provided in this Agreement and in related documents in accordance with an agreement (the "VENDORS' REPRESENTATIVE AGREEMENT") to be entered into among the Vendors' Representative, the VendorVendors, and certain other Persons to become shareholders or optionholders of the PurchaserPurchaser (other than Vernalis). In the event of any disagreement between the any Vendor and/or the Vendors' Representative resulting in adverse claims or demands with respect to the amounts delivered under this Agreement to the Vendors' Representative on behalf of the VendorVendors, the Vendors' Representative shall be entitled, at its option, to refuse to comply with any claims or demands on it with respect thereto so long as such disagreement shall continue, and in so refusing, the Vendors' Representative may elect to make no delivery of such amounts. In doing so, the Vendors' Representative shall not be or become liable in any way to the VendorVendors, Vernalis or the Purchaser for its failure or refusal to comply with such claims or demands. The Vendors' Representative may resign from such position at any time by written notice to the parties to the Vendors' Representative Agreement, the Purchaser and Vernalis provided that the Vendors' Representative shall have appointed a successor to the Vendors' Representative satisfactory to the Purchaser, acting reasonably, which appointment will be binding on the parties to the Vendors' Representative Agreement, and provided that such successor shall have consented to act in such capacity.