Common use of Authority; Enforceability; No Conflict Clause in Contracts

Authority; Enforceability; No Conflict. (a) Each Seller Party has the requisite corporate power and authority to enter into this Agreement and the Other Transaction Documents and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Other Transaction Documents by each Seller Party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by such Seller Party. This Agreement has been duly executed and delivered by each Seller Party and, upon the execution and delivery by such Seller Party of the Other Transaction Documents, assuming the due authorization, execution and delivery of this Agreement and the Other Transaction Documents by Buyer, this Agreement and the Other Transaction Documents will constitute the legal, valid and binding obligations of such Seller Party, enforceable against it in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors’ rights generally and to general principles of equity regardless of whether considered in a proceeding in equity or at law. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED.

Authority; Enforceability; No Conflict. (a) Each Seller Party Buyer has the requisite necessary corporate power and authority to own, operate and lease its Assets, to carry on its business as currently conducted, to enter into this Agreement and each of the Other Transaction Documents other agreements, certificates or other instruments required to be delivered by Buyer at or prior to Closing (the "Buyer Closing Documents"), to perform its obligations hereunder and thereunder ----------------------- and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and each of the Other Transaction Buyer Closing Documents by each Seller Party and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly and validly authorized by such Seller Partyall necessary corporate action, and no other corporate proceedings on the part of Buyer or its shareholders are necessary to authorize Buyer to execute and deliver this Agreement or any of the Buyer Closing Documents or to consummate the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by each Seller Party and, upon the execution Buyer and delivery by such Seller Party of the Other Transaction Documents, assuming the due authorization, execution and delivery of this Agreement and the Other Transaction Documents by Buyer, this Agreement and the Other Transaction Documents will constitute the constitutes a legal, valid and binding obligations obligation of such Seller PartyBuyer, enforceable against it in accordance with their its terms, subject to applicable except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer moratorium and other similar laws of general applicability relating to or affecting creditors’ ' rights generally and to by the application of general principles of equity regardless equity. Each of whether considered the Buyer Closing Documents, when executed and delivered by Buyer, shall have been duly executed and delivered by Buyer and shall constitute a legal, valid and binding obligation of Buyer, enforceable in a proceeding in equity accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or at law. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSEDaffecting creditors' rights generally and by the application of general principles of equity.

Authority; Enforceability; No Conflict. (a) Each Seller Party The Company has the requisite all necessary corporate power and authority to enter into execute and deliver this Agreement and the Other Transaction Documents other agreements referred to in this Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyContemplated Transactions. The execution and delivery of this Agreement and by the Other Transaction Documents by each Seller Party Company and the consummation by the Company of the transactions contemplated hereby and thereby Contemplated Transactions have been duly and validly authorized by such Seller Partyall necessary corporate action and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Contemplated Transactions (other than, with respect to the Merger, the approval of this Agreement by the holders of two-thirds (2/3) of the then outstanding shares of Company Common Stock ("Required Company Shareholder Vote") and the filing of appropriate merger documents as required by the CBCA). The affirmative vote by the holders of two-thirds (2/3) of the then outstanding shares of Company Common Stock as of the record date for the Company Shareholders’ Meeting is the only vote of the holders of any class or series of the Company’s securities necessary to approve this Agreement and the Contemplated Transactions. This Agreement has been duly and validly executed and delivered by each Seller Party and, upon the execution Company and delivery by such Seller Party of the Other Transaction Documents, assuming the due authorization, execution and delivery of this Agreement and the Other Transaction Documents by Buyer, this Agreement and the Other Transaction Documents will constitute constitutes the legal, valid and binding obligations obligation of such Seller Partythe Company, enforceable against it the Company in accordance with their its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer bankruptcy and other similar laws affecting creditors’ rights generally and to general principles of equity regardless equity. No filings, permits, authorizations, consents or approvals are required under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of whether considered 1976, as amended (the "HSR Act"), in a proceeding in equity or at law. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSEDorder to consummate the Contemplated Transactions.

Authority; Enforceability; No Conflict. (a) Each Seller Party Diginet has the requisite necessary corporate power and authority to own, operate and lease its Assets, to carry on its business as currently conducted, to enter into this Agreement and each of the Other Transaction Documents other agreements, certificates or other instruments required to be delivered by Diginet at or prior to Closing (the "Diginet Closing Documents"), to perform its obligations hereunder and ------------------------- thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Diginet of this Agreement and each of the Other Transaction Diginet Closing Documents by each Seller Party and the consummation by Diginet of the transactions contemplated hereby and thereby have been duly and validly authorized by such Seller Partyall necessary corporate action, and no other corporate proceedings on the part of Diginet or its shareholders are necessary to authorize Diginet to execute and deliver this Agreement or any of the Diginet Closing Documents or to consummate the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by each Seller Party and, upon the execution Diginet and delivery by such Seller Party of the Other Transaction Documents, assuming the due authorization, execution and delivery of this Agreement and the Other Transaction Documents by Buyer, this Agreement and the Other Transaction Documents will constitute the constitutes a legal, valid and binding obligations obligation of such Seller PartyDiginet, enforceable against it in accordance with their its terms, subject to applicable except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer moratorium and other similar laws of general applicability relating to or affecting creditors’ ' rights generally and to by the application of general principles of equity regardless equity. Each of whether considered the Diginet Closing Documents, when executed and delivered by Diginet, shall have been duly executed and delivered by Diginet and shall constitute a legal, valid and binding obligation of Diginet, enforceable in a proceeding in equity accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or at law. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSEDaffecting creditors' rights generally and by the application of general principles of equity.

Authority; Enforceability; No Conflict. (a) Each Seller Party has the requisite corporate power and authority to enter into this Agreement and the Other Transaction Documents and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Other Transaction Documents by each Seller Party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by such Seller Party. This Agreement has been duly executed and delivered by each Seller Party and, upon the execution and delivery by such Seller Party of the Other Transaction Documents, assuming the due authorization, execution and delivery of this Agreement and the Other Transaction Documents by Buyer, this Agreement and the Other Transaction Documents will constitute the legal, valid and binding obligations of such Seller Party, enforceable against it in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors’ rights generally and to general principles of equity regardless of whether considered in a proceeding in equity or at law. Tarpon – Asset Purchase Agreement Strictly Confidential CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED.

Authority; Enforceability; No Conflict. (a) Each Seller Party has the requisite corporate power and authority to enter into this Agreement and the Other Transaction Documents and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Other Transaction Documents by each Seller Party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by such Seller Party. This Agreement has been duly executed and delivered by each Seller Party and, upon the execution and delivery by such Seller Party of the Other Transaction Documents, assuming the due authorization, execution and delivery of this Agreement and the Other Transaction Documents by Buyer, this Agreement and the Other Transaction Documents will constitute the legal, valid and binding obligations of such Seller Party, enforceable against it in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors’ rights generally and to general principles of equity regardless of whether considered in a proceeding in equity or at law. Tarpon – Asset Purchase Agreement Strictly Confidential [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***]BRACKETS, HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED IS FILED WITH THE INFORMATION (I) IS NOT MATERIAL SECURITIES AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM EXCHANGE COMMISSION PURSUANT TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSEDRULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

Authority; Enforceability; No Conflict. (a) Each Seller Party The Company has the requisite necessary corporate power and authority to own, operate and lease its Assets, to carry on its business as currently conducted, to enter into this Agreement and each of the Other Transaction Documents other agreements, certificates or other instruments required to be delivered by the Company at or prior to Closing (the "Company Closing Documents"), to perform its obligations hereunder and -------------------------- thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by the Company of this Agreement and each of the Other Transaction Company Closing Documents by each Seller Party and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by such Seller Partyall necessary corporate action, and no other corporate proceedings on the part of the Company or its shareholders are necessary to authorize the Company to execute and deliver this Agreement or any of the Company Closing Documents or to consummate the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by each Seller Party and, upon the execution Company and delivery by such Seller Party of the Other Transaction Documents, assuming the due authorization, execution and delivery of this Agreement and the Other Transaction Documents by Buyer, this Agreement and the Other Transaction Documents will constitute the constitutes a legal, valid and binding obligations obligation of such Seller Partythe Company, enforceable against it in accordance with their its terms, subject to applicable except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer moratorium and other similar laws of general applicability relating to or affecting creditors’ ' rights generally and to by the application of general principles of equity regardless equity. Each of whether considered the Company Closing Documents, when executed and delivered by the Company, shall have been duly executed and delivered by the Company and shall constitute a legal, valid and binding obligation of the Company, enforceable in a proceeding in equity accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or at law. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSEDaffecting creditors' rights generally and by the application of general principles of equity.