Common use of Assignee’s Representations Clause in Contracts

Assignee’s Representations. Assignee hereby represents and warrants to the Assignor and PharmaKinetics as follows: (a) Assignee intends to acquire Shares, Warrants, Contingent Warrants, and Conversion Shares for his own account. All Shares, Warrants, Contingent Warrants, and Conversion Shares to be acquired by Assignee will be acquired by it for investment and not with a view to distribution or resale thereof. Assignee understands and agrees that, until registered under the Securities Act or transferred pursuant to Rule 144 under the Securities Act, all certificates representing all Shares, Warrants, Contingent Warrants or Conversion Shares acquired by Assignee shall bear a legend reading substantially as follows: The securities represented by this certificate have not been registered under the Securities Act of 1933 or applicable state securities laws. These securities may not be offered for sale, sold, delivered after sale, transferred, pledged or hypothecated in the absence of an effective registration statement covering such securities under the Act and any applicable state securities laws, or the availability of an exemption from registration thereunder. (b) Assignee or his representatives have had the opportunity to ask questions of and receive answers from management of PharmaKinetics concerning PharmaKinetics' business, assets, financial condition, results of operations, and liabilities. (c) Assignee is an accredited investor as defined in Regulation D under the Securities Act. Assignee, himself or through his representatives, has the requisite knowledge and experience in financial and business matters to render him fully capable of evaluating the merits and risks of the purchase of the Shares and Warrants. Assignee can bear the economic risks of his investment and can afford a complete loss of his investment. (d) Assignee has obtained each required authorization, consent, approval, license, qualification, exemption of or filing or registration with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, necessary in connection with (i) the execution and delivery by Assignee of this Assignment Agreement, (ii) his purchase of Shares, Warrants and Contingent Warrants, and (iii) his performance of his obligations under this Assignment and the obligations under the Purchase Agreement that he is assuming pursuant to this Assignment Agreement.

Assignee’s Representations. Assignee hereby represents and warrants to the Assignor and PharmaKinetics as follows: (a) Assignee intends to acquire Shares, Warrants, Contingent Warrants, and Conversion Shares for his its own account. All Shares, Warrants, Contingent Warrants, and Conversion Shares to be acquired by Assignee will be acquired by it for investment and not with a view to distribution or resale thereof. Assignee understands and agrees that, until registered under the Securities Act or transferred pursuant to Rule 144 under the Securities Act, all certificates representing all Shares, Warrants, Contingent Warrants or Conversion Shares acquired by Assignee shall bear a legend reading substantially as follows: The securities represented by this certificate have not been registered under the Securities Act of 1933 or applicable state securities laws. These securities may not be offered for sale, sold, delivered after sale, transferred, pledged or hypothecated in the absence of an effective registration statement covering such securities under the Act and any applicable state securities laws, or the availability of an exemption from registration thereunder. (b) Assignee or his its representatives have had the opportunity to ask questions of and receive answers from management of PharmaKinetics concerning PharmaKinetics' business, assets, financial condition, results of operations, and liabilities. (c) Assignee is an accredited investor as defined in Regulation D under the Securities Act. Assignee, himself by itself or through his its representatives, has the requisite knowledge and experience in financial and business matters to render him it fully capable of evaluating the merits and risks of the purchase of the Shares and Warrants. Assignee can bear the economic risks of his its investment and can afford a complete loss of his its investment. (d) Assignee has full power and authority to make the foregoing representations and to enter into this Assignment and to perform the obligations contemplated under the Purchase Agreement in accordance with their terms. Assignee is a duly organized and validly existing company in good standing under the laws of France. Assignee has obtained each required authorization, consent, approval, license, qualification, exemption of or filing or registration with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, necessary in connection with (i) the execution and delivery by Assignee of this Assignment Agreement, (ii) his its purchase of Shares, Warrants and Contingent Warrants, and (iii) his its performance of his its obligations under this Assignment and the obligations under the Purchase Agreement that he it is assuming pursuant to this Assignment Agreement.

Assignee’s Representations. Assignee hereby represents Assignees jointly and warrants severally represent, warrant and covenant to Assignor the Assignor and PharmaKinetics as followsfollowing: (a) Assignee intends Except with respect to acquire Sharesa breach of the representations and warranties specifically made by Assignor in Section 7 of this Agreement or an action for specific performance if Assignor improperly fails or refuses to consummate the Closing under this Agreement, Warrantsthat, Contingent Warrantsto the extent Assignees have or may have any claims, rights or recourse against Assignor relating to the indebtedness of the Borrower, or this Agreement, Assignees fully release Assignor from and against any and all such liability, intend this Agreement to be a full and final accord and satisfaction of any such claims, rights, or recourse, known or unknown, and Conversion Shares for his own account. All Shares, Warrants, Contingent Warrantsacknowledge that they are familiar with Section 1542 of the California Civil Code, and Conversion Shares hereby waive and relinquish any right or benefit they have or may have under Section 1542 of the California Civil Code, which provides: A general release does not extend to be acquired claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by Assignee will be acquired by it for investment and not him must have materially affected his settlement with a view to distribution or resale thereof. Assignee understands and agrees that, until registered under the Securities Act or transferred pursuant to Rule 144 under the Securities Act, all certificates representing all Shares, Warrants, Contingent Warrants or Conversion Shares acquired by Assignee shall bear a legend reading substantially as follows: The securities represented by this certificate have not been registered under the Securities Act of 1933 or applicable state securities laws. These securities may not be offered for sale, sold, delivered after sale, transferred, pledged or hypothecated in the absence of an effective registration statement covering such securities under the Act and any applicable state securities laws, or the availability of an exemption from registration thereunderdebtor. (b) Assignee That Assignees have conducted their own investigation and analysis of the Borrower and the Loan Documents and are not relying on any representations or his representatives have had the opportunity to ask questions warranties of Assignor, except for those representations and receive answers from management warranties specifically made by Assignor in Section 7 of PharmaKinetics concerning PharmaKinetics' business, assets, financial condition, results of operations, and liabilitiesthis Agreement. (c) Assignee is an accredited investor as defined in Regulation D under If Assignor must disgorge the Securities Act. Assignee, himself or through his representatives, has the requisite knowledge and experience in financial and business matters to render him fully capable of evaluating the merits and risks payment of the purchase of Purchase Price, or any portion thereof, Assignor receives from Assignees, Assignees shall immediately reconvey, assign and transfer to Assignor all right, title and interest in the Shares and Warrants. Assignee can bear Loan Documents, or the economic risks of his investment and can afford a complete loss of his investment. (d) Assignee has obtained each required authorization, consent, approval, license, qualification, exemption of or filing or registration with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, necessary in connection with (i) the execution and delivery by Assignee of this Assignment Agreement, (ii) his purchase of Shares, Warrants and Contingent Warrantsrespective portion thereof, and (iii) his performance take all further necessary actions to ensure and protect the rights of his obligations under this Assignment and Assignor. If Assignor must disgorge any amounts received from Borrower prior to the obligations under Closing, Assignees shall assign to Assignor such rights in the Purchase Agreement that he is assuming pursuant Loan Documents as Assignor reasonably requests to this Assignment Agreementenforce the Loan Documents with respect to such disgorged amount.

Assignee’s Representations. Assignee hereby represents and warrants to and for the benefit of Assignor and PharmaKinetics as followsLender that: (a) Assignee intends has delivered to acquire SharesLender a true, Warrantscorrect and complete copy of its Operating Agreement. The Operating Agreement has not been modified, Contingent Warrants, amended or otherwise changed since the date thereof and Conversion Shares for his own account. All Shares, Warrants, Contingent Warrants, and Conversion Shares all documents required to be acquired by Assignee will be acquired by it for investment and not filed in connection with a view to distribution or resale thereof. Assignee understands and agrees that, until registered under the Securities Act or transferred pursuant to Rule 144 under the Securities Act, all certificates representing all Shares, Warrants, Contingent Warrants or Conversion Shares acquired by Assignee shall bear a legend reading substantially as follows: The securities represented by this certificate conduct of Assignee's business have not been registered under the Securities Act of 1933 or applicable state securities laws. These securities may not be offered for sale, sold, delivered after sale, transferred, pledged or hypothecated filed in the absence of an effective registration statement covering such securities under the Act and any applicable state securities laws, or the availability of an exemption from registration thereunder.appropriate offices; (b) Assignee or his representatives have had the opportunity to ask questions of and receive answers from management of PharmaKinetics concerning PharmaKinetics' businessAll statements, assets, financial condition, results of operationsrepresentations, and liabilities.warranties contained in any writing previously delivered by Assignee to Lender in connection with the transfer of the Loan are true and correct in all material respects, and all obligations of Assignee and all conditions to the making of the transfer of the Loan have been performed and satisfied; (c) There have been no material adverse changes, financial or otherwise, in the condition of Assignee is an accredited investor as defined from that submitted to Lender by Assignee or in Regulation D under the Securities Act. Assigneeany supporting data submitted therewith, himself or through his representatives, has the requisite knowledge and experience in financial and business matters to render him fully capable of evaluating the merits and risks all of the purchase of the Shares information contained therein is true and Warrants. Assignee can bear the economic risks of his investment and can afford a complete loss of his investment.correct; (d) There is no claim, investigation, litigation or condemnation proceeding pending or threatened against Assignee has obtained each required authorizationexcept as heretofore disclosed in writing to Lender; (e) There is no judgment, consentdecree, approval, license, qualification, exemption or order of or filing or registration with any court or governmental department, commission, board, bureau, or administrative agency or instrumentalityinstrumentality which has been issued against Assignee and which has or may have any material effect on the Property or on the business of Assignee, domestic except as have been heretofore disclosed to Lender in writing; (f) This Assumption and all other documents required to be executed by Assignee pursuant to the terms hereof have been duly authorized, executed and delivered and the Assumption and Loan Documents constitute valid and binding obligations of Assignee enforceable in accordance with their respective terms. No approval, consent, order or foreignauthorization of any governmental authority and no designation, necessary registration, declaration or filing with any governmental entity is required in connection with (i) the execution and delivery by Assignee of this Assignment Agreementthe Assumption or the assumption of the Loan Documents; and (g) The assumption of the Loan Documents will not violate or contravene any agreement, (ii) his purchase indenture, or instrument to which Assignee is a party or by which it or the Property may be bound, or be in conflict with, result in a breach of, or constitute a default under any such agreement, indenture, or other instrument, or result in the creation or imposition of Sharesany lien, Warrants and Contingent Warrantscharge, or encumbrance of any nature whatsoever upon any of the property or assets of Assignee except as contemplated by the provisions of the Loan Documents, and (iii) his performance of his obligations under this Assignment and the obligations under the Purchase Agreement that he no action or approval with respect thereto by any third person is assuming pursuant to this Assignment Agreementrequired.

Assignee’s Representations. Assignee hereby represents and warrants to the Assignor and PharmaKinetics as follows: (a) Assignee intends to acquire Shares, Warrants, Contingent Warrants, and Conversion Shares for his own account. All Shares, Warrants, Contingent Warrants, and Conversion Shares to be acquired by Assignee will be acquired by it for investment and not with a view to distribution or resale thereof. Assignee understands and agrees that, until registered under the Securities Act or transferred pursuant to Rule 144 under the Securities Act, all certificates representing all Shares, Warrants, Contingent Warrants or Conversion Shares acquired by Assignee shall bear a legend reading substantially as follows: The securities represented by this certificate have not been registered under the Securities Act of 1933 or applicable state securities laws. These securities may not be offered for sale, sold, delivered after sale, transferred, pledged or hypothecated in the absence of an effective registration statement covering such securities under the Act and any applicable state securities laws, or the availability of an exemption from registration thereunder. (b) Assignee or his representatives have had the opportunity to ask questions of and receive answers from management of PharmaKinetics concerning PharmaKinetics' business, assets, financial condition, results of operations, and liabilities. (c) Assignee is not an accredited investor as defined in Regulation D under the Securities Act. Assignee, himself or through his representatives, Assignee has the requisite knowledge and experience in financial and business matters to render him fully capable of evaluating the merits and risks of the purchase of the Shares and Warrants. Assignee acknowledges that he has been furnished by PharmaKinetics with all information required to be furnished to a nonaccredited investor under paragraph (b)(2)(ii) of Rule 502 of Regulation D promulgated under the Securities Act. Assignee can bear the economic risks of his investment and can afford a complete loss of his investment. (d) Assignee has obtained each required authorization, consent, approval, license, qualification, exemption of or filing or registration with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, necessary in connection with (i) the execution and delivery by Assignee of this Assignment Agreement, (ii) his purchase of Shares, Warrants and Contingent Warrants, and (iii) his performance of his obligations under this Assignment and the obligations under the Purchase Agreement that he is assuming pursuant to this Assignment Agreement.

Assignee’s Representations. Assignee hereby represents and warrants to and for the benefit of Assignor and PharmaKinetics Lender that as followsof the date hereof: (a) Assignee intends has delivered to acquire SharesLender a true, Warrants, Contingent Warrantscorrect and complete copy of its Certificate of Formation and Limited Liability Company Agreement, and Conversion Shares for his own account. All Shares, Warrants, Contingent Warrants, and Conversion Shares to be acquired by Assignee will be acquired by it for investment and not with a view to distribution or resale thereof. Assignee understands and agrees that, until registered under the Securities Act or transferred pursuant to Rule 144 under the Securities Act, all certificates representing all Shares, Warrants, Contingent Warrants or Conversion Shares acquired by Assignee shall bear a legend reading substantially as follows: The securities represented by this certificate such instruments have not been registered under modified, amended or otherwise changed since the Securities Act date thereof and all documents required to be filed in connection with the conduct of 1933 or applicable state securities laws. These securities may not be offered for sale, sold, delivered after sale, transferred, pledged or hypothecated Assignee’s business have been filed in the absence of an effective registration statement covering such securities under the Act and any applicable state securities laws, or the availability of an exemption from registration thereunderall appropriate offices. (b) Assignee or his representatives have had the opportunity to ask questions of and receive answers from management of PharmaKinetics concerning PharmaKinetics' businessAll statements, assets, financial condition, results of operationsrepresentations, and liabilitieswarranties contained in any writing previously delivered by Assignee to Lender in connection with the transfer of the Loan are true and correct in all material respects, and to the best of Assignee’s knowledge all obligations of Assignee and all conditions to the making of the transfer of the Loan have been performed and satisfied in all material respects. (c) There has been no material adverse change, financial or otherwise, in the condition of Assignee is an accredited investor as defined from that submitted to Lender by Assignee or in Regulation D under the Securities Act. Assigneeany supporting data submitted therewith, himself or through his representatives, has the requisite knowledge and experience in financial and business matters to render him fully capable of evaluating the merits and risks all of the purchase of the Shares information contained therein is materially true and Warrantscorrect. Assignee can bear the economic risks of his investment and can afford a complete loss of his investment.Loan No. 100009090 (d) To the best of Assignee’s knowledge, there is no claim, investigation, litigation or condemnation proceeding pending or threatened against Assignee has obtained each required authorizationexcept as heretofore disclosed in writing to Lender. (e) To the best of Assignee’s knowledge, consentthere is no judgment, approvaldecree, license, qualification, exemption or order of or filing or registration with any court or governmental department, commission, board, bureau, or administrative agency or instrumentalityinstrumentality which has been issued against Assignee and which has or may have any material adverse effect on the business of Assignee, domestic except as have been heretofore disclosed to Lender in writing. (f) This Assumption and all other documents required to be executed by Assignee pursuant to the terms hereof have been duly authorized, executed and delivered and this Assumption and the Loan Documents constitute valid and binding obligations of Assignee enforceable in accordance with their respective terms. No approval, consent, order or foreignauthorization of any governmental authority and no designation, necessary registration, declaration or filing with any governmental entity is required in connection with (i) the execution and delivery by Assignee of this Assignment AgreementAssumption or the assumption of the Loan Documents. (g) To the best of Assignee’s knowledge, the assumption of the Loan Documents will not violate or contravene any agreement, indenture, or instrument to which Assignee is a party or by which it may be bound, or be in conflict with, result in a breach of, or constitute a default under any such agreement, indenture, or other instrument, or result in the creation or imposition of any lien, charge, or encumbrance of any nature whatsoever upon any of the property or assets of Assignee except as contemplated by the provisions of the Loan Documents, and no action or approval with respect thereto by any third person is required. (h) Assignee hereby remakes all of the representations and warranties contained in Section 1.1 of the Mortgage; provided, however, that the following representations and warranties shall be amended as set forth below: (i) Section 1.1(b) of the Mortgage is hereby amended to make reference to the Title Policy and Permitted Encumbrances as updated by endorsement or as issued effectively dated as of the date of this Assumption. (ii) his purchase The second sentence of SharesSection 1.1(o) of the Mortgager is hereby revised to read as follows: “To the best of Assignee’s knowledge, Warrants and Contingent Warrants, and there has been no labor or materials furnished to the Premises that has not been paid for in full.” (iii) his performance Sections 1.1(x) and 1.1(y) of his obligations under this Assignment and the obligations under Mortgage shall be qualified to the Purchase Agreement that he is assuming pursuant to this Assignment Agreementbest of Assignee’s knowledge.

Assignee’s Representations. Assignee hereby represents and warrants to the Assignor and PharmaKinetics as follows: (a) Assignee intends to acquire Shares, Warrants, Contingent Warrants, and Conversion Shares for his its own account. All Shares, Warrants, Contingent Warrants, and Conversion Shares to be acquired by Assignee will be acquired by it for investment and not with a view to distribution or resale thereof. Assignee understands and agrees that, until registered under the Securities Act or transferred pursuant to Rule 144 under the Securities Act, all certificates representing all Shares, Warrants, Contingent Warrants or Conversion Shares acquired by Assignee shall bear a legend reading substantially as follows: The securities represented by this certificate have not been registered under the Securities Act of 1933 or applicable state securities laws. These securities may not be offered for sale, sold, delivered after sale, transferred, pledged or hypothecated in the absence of an effective registration statement covering such securities under the Act and any applicable state securities laws, or the availability of an exemption from registration thereunder. (b) Assignee or his its representatives have had the opportunity to ask questions of and receive answers from management of PharmaKinetics concerning PharmaKinetics' business, assets, financial condition, results of operations, and liabilities. (c) Assignee is an accredited investor as defined in Regulation D under the Securities Act. Assignee, himself by itself or through his its representatives, has the requisite knowledge and experience in financial and business matters to render him it fully capable of evaluating the merits and risks of the purchase of the Shares and Warrants. Assignee can bear the economic risks of his its investment and can afford a complete loss of his its investment. (d) Assignee has obtained each required authorization, consent, approval, license, qualification, exemption of or filing or registration with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, necessary in connection with (i) the execution and delivery by Assignee of this Assignment Agreement, (ii) his its purchase of Shares, Warrants and Contingent Warrants, and (iii) his the performance of his its obligations under this Assignment and the obligations under the Purchase Agreement that he it is assuming pursuant to this Assignment Agreement.