Common use of Authorization; Due Execution, Delivery and Performance of this Agreement Clause in Contracts

Authorization; Due Execution, Delivery and Performance of this Agreement. Tercica has full legal right, corporate power and authority to enter into this Agreement, issue the Shares and perform the transactions contemplated by this Agreement. This Agreement will upon delivery be duly authorized, executed and delivered by Tercica. The making, issuing and performance of this Agreement by Tercica and the consummation of the transactions herein contemplated will not (i) violate any provision of the organizational documents of Tercica, (ii) result in the creation of any lien, charge, security interest or encumbrance upon any assets of Tercica pursuant to the terms or provisions of, or will not conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under, or give any person any rights of termination, amendment, acceleration or cancellation of, any agreement, commitment, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument (A) to which Tercica is a party or by which Tercica or its properties may be bound or affected and (B) which individually or in the aggregate would be reasonably likely to result in a material liability of Tercica or have a Material Adverse Effect, or (iii) violate any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to Tercica or any of its properties in a manner that would reasonably be expected to have a Material Adverse Effect. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required for the execution and delivery by Tercica of this Agreement or the consummation by Tercica of the transactions contemplated herein, other than such as have been made or obtained and except for compliance with the blue sky laws and federal securities laws applicable to the offering of the Shares. Upon its execution and delivery, and assuming the valid execution thereof by Ipsen and Suraypharm, this Agreement will constitute the valid and binding obligations of Tercica, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authorization; Due Execution, Delivery and Performance of this Agreement. Tercica Each of Ipsen and Suraypharm has full legal right, corporate power and authority to enter into this Agreement, issue the Shares Agreement and perform the transactions contemplated by this Agreementhereunder. This Agreement will upon delivery will be duly authorized, executed and delivered by TercicaIpsen and Suraypharm. The making, issuing and performance of this Agreement by Tercica Ipsen and Suraypharm, and the consummation of the transactions herein contemplated will not not: (i) violate any provision of the organizational documents of Tercicaeither Ipsen or Suraypharm, (ii) result in the creation of any lien, charge, security interest or encumbrance upon any assets of Tercica pursuant to the terms or provisions of, or will not conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under, or give any person any rights of termination, amendment, acceleration or cancellation of, any agreement, commitment, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument (A) to which Tercica is a party or by which Tercica or its properties may be bound or affected and (B) which individually or in the aggregate would be reasonably likely to result in a material liability of Tercica or have a Material Adverse Effect, or (iii) violate any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body Governmental Entity applicable to Tercica Ipsen or Suraypharm, or (iii) violate any of its properties in material contract, agreement, or instrument to which Ipsen is a manner party or by which it is bound, that would reasonably be expected to have a Material Adverse Effectmaterial adverse effect on Xxxxx’x ability to perform its obligations under this Agreement. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required for the execution and delivery by Tercica either Ipsen or Suraypharm of this Agreement or the consummation by Tercica either Ipsen or Suraypharm of the transactions contemplated hereinhereby, other than such as have been made or obtained and except for compliance with the blue sky laws and federal securities laws applicable to the offering of the Sharesobtained. Upon its execution and delivery, and assuming the valid execution thereof by Ipsen and SuraypharmTercica, this Agreement will constitute the valid and binding obligations of Tercica, each of Ipsen and Suraypharm enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authorization; Due Execution, Delivery and Performance of this Agreement. Tercica has full legal right, corporate power and authority to enter into this Agreementthe Purchase Documents, issue the Shares and perform the transactions contemplated by this Agreementthe Purchase Documents. This Agreement Each of the Purchase Documents will upon delivery be duly authorized, executed and delivered by Tercica. The making, issuing and performance of this Agreement the Purchase Documents by Tercica and the consummation of the transactions herein therein contemplated will not (i) violate any provision of the organizational documents of Tercica, (ii) result in the creation of any lien, charge, security interest or encumbrance upon any assets of Tercica pursuant to the terms or provisions of, or will not conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under, or give any person any rights of termination, amendment, acceleration or cancellation of, any agreement, commitment, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument (A) to which Tercica is a party or by which Tercica or its properties may be bound or affected and (B) which individually or in the aggregate would be reasonably likely to result in a material liability of Tercica or have a Material Adverse Effect, or (iii) violate any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to Tercica or any of its properties in a manner that would reasonably be expected to have a Material Adverse Effect. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required for the execution and delivery by Tercica of this Agreement the Purchase Documents or the consummation by Tercica of the transactions contemplated hereinthereby, other than such as have been made or obtained and except for compliance with the blue sky Blue Sky laws and federal securities laws applicable to the offering of the Shares. Upon its their execution and delivery, and assuming the valid execution thereof by Ipsen Genentech and Suraypharmthe other parties thereto, this Agreement the Purchase Documents will constitute the valid and binding obligations of Tercica, enforceable in accordance with its their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authorization; Due Execution, Delivery and Performance of this Agreement. Tercica has full legal right, corporate power and authority to enter into this Agreementthe Purchase Documents, issue the Shares and perform the transactions contemplated by this Agreementthe Purchase Documents. This Agreement Each of the Purchase Documents will upon delivery be duly authorized, executed and delivered by Tercica. The making, issuing and performance of this Agreement the Purchase Documents by Tercica and the consummation of the transactions herein therein contemplated will not (i) violate any provision of the organizational documents of Tercica, (ii) result in the creation of any lien, charge, security interest or encumbrance upon any assets of Tercica pursuant to the terms or provisions of, or will not conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under, or give any person any rights of termination, amendment, acceleration or cancellation of, any agreement, commitment, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument (A) to which Tercica is a party or by which Tercica or its properties may be bound or affected and (B) which individually or in the aggregate would be reasonably likely to result in a material liability of Tercica or have a Material Adverse Effect, or (iii) violate any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to Tercica or any of its properties in a manner that would reasonably be expected to have a Material Adverse Effect. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required for the execution and delivery by Tercica of this Agreement the Purchase Documents or the consummation by Tercica of the transactions contemplated hereinthereby, other than such as have been made or obtained and except for compliance with the blue sky Blue Sky laws and federal securities laws applicable to the offering of the Shares. Upon its their execution and delivery, and assuming the valid execution thereof by Ipsen and Suraypharm, this Agreement the Purchase Documents will constitute the valid and binding obligations of Tercica, enforceable in accordance with its their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authorization; Due Execution, Delivery and Performance of this Agreement. Tercica Each of Ipsen and Suraypharm has full legal right, corporate power and authority to enter into this Agreement, issue the Shares Purchase Documents and perform the transactions contemplated by this Agreementthereunder. This Agreement will Each of the Purchase Documents upon delivery will be duly authorized, executed and delivered by TercicaIpsen and Suraypharm. The making, issuing and performance of this Agreement the Purchase Documents by Tercica Ipsen and Suraypharm, and the consummation of the transactions herein therein contemplated will not not: (i) violate any provision of the organizational documents of Tercicaeither Ipsen or Suraypharm, (ii) result in the creation of any lien, charge, security interest or encumbrance upon any assets of Tercica pursuant to the terms or provisions of, or will not conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under, or give any person any rights of termination, amendment, acceleration or cancellation of, any agreement, commitment, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument (A) to which Tercica is a party or by which Tercica or its properties may be bound or affected and (B) which individually or in the aggregate would be reasonably likely to result in a material liability of Tercica or have a Material Adverse Effect, or (iii) violate any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body Governmental Entity applicable to Tercica Ipsen or Suraypharm, or (iii) violate any of its properties in material contract, agreement, or instrument to which Ipsen is a manner party or by which it is bound, that would reasonably be expected to have a Material Adverse Effectmaterial adverse effect on Xxxxx’x ability to perform its obligations under the Purchase Documents. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required for the execution and delivery by Tercica either Ipsen or Suraypharm of this Agreement the Purchase Documents or the consummation by Tercica either Ipsen or Suraypharm of the transactions contemplated hereinthereby, other than such as have been made or obtained and except for compliance with the blue sky laws and federal securities laws applicable to the offering of the Sharesobtained. Upon its their execution and delivery, and assuming the valid execution thereof by Ipsen Tercica and Suraypharmthe other parties thereto, this Agreement the Purchase Documents will constitute the valid and binding obligations of Tercica, each of Ipsen and Suraypharm enforceable in accordance with its their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).