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

Authorization; Due Execution, Delivery and Performance of this Agreement. Each of Ipsen and Suraypharm has full legal right, corporate power and authority to enter into this Agreement and perform the transactions contemplated hereunder. This Agreement upon delivery will be duly authorized, executed and delivered by Ipsen and Suraypharm. The making, issuing and performance of this Agreement by Ipsen and Suraypharm, and the consummation of the transactions herein contemplated will not: (i) violate any provision of the organizational documents of either Ipsen or Suraypharm, (ii) violate any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other Governmental Entity applicable to Ipsen or Suraypharm, or (iii) violate any material contract, agreement, or instrument to which Ipsen is a party or by which it is bound, that would reasonably be expected to have a material 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 either Ipsen or Suraypharm of this Agreement or the consummation by either Ipsen or Suraypharm of the transactions contemplated hereby, other than such as have been made or obtained. Upon its execution and delivery, and assuming the valid execution thereof by Tercica, this Agreement will constitute the valid and binding obligations of 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. Each of Ipsen and Suraypharm Tercica has full legal right, corporate power and authority to enter into this Agreement Agreement, issue the Shares and perform the transactions contemplated hereunderby this Agreement. This Agreement will upon delivery will be duly authorized, executed and delivered by Ipsen and SuraypharmTercica. The making, issuing and performance of this Agreement by Ipsen and Suraypharm, Tercica and the consummation of the transactions herein contemplated will not: not (i) violate any provision of the organizational documents of either Ipsen or SuraypharmTercica, (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 Entity governmental body applicable to Ipsen Tercica or Suraypharm, or (iii) violate any material contract, agreement, or instrument to which Ipsen is of its properties in a party or by which it is bound, manner that would reasonably be expected to have a material adverse effect on Xxxxx’x ability to perform its obligations under this AgreementMaterial 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 either Ipsen or Suraypharm Tercica of this Agreement or the consummation by either Ipsen or Suraypharm Tercica of the transactions contemplated herebyherein, other than such as have been made or obtainedobtained 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 TercicaIpsen and Suraypharm, this Agreement will constitute the valid and binding obligations of each of Ipsen and Suraypharm 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. Each of Ipsen and Suraypharm Tercica has full legal right, corporate power and authority to enter into this Agreement the Purchase Documents, issue the Shares and perform the transactions contemplated hereunderby the Purchase Documents. This Agreement Each of the Purchase Documents will upon delivery will be duly authorized, executed and delivered by Ipsen and SuraypharmTercica. The making, issuing and performance of this Agreement the Purchase Documents by Ipsen and Suraypharm, Tercica and the consummation of the transactions herein therein contemplated will not: not (i) violate any provision of the organizational documents of either Ipsen or SuraypharmTercica, (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 Entity governmental body applicable to Ipsen Tercica or Suraypharm, or (iii) violate any material contract, agreement, or instrument to which Ipsen is of its properties in a party or by which it is bound, manner that would reasonably be expected to have a material adverse effect on Xxxxx’x ability to perform its obligations under this AgreementMaterial 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 either Ipsen or Suraypharm Tercica of this Agreement the Purchase Documents or the consummation by either Ipsen or Suraypharm Tercica of the transactions contemplated herebythereby, other than such as have been made or obtainedobtained and except for compliance with the 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 TercicaGenentech and the other parties thereto, this Agreement the Purchase Documents will constitute the valid and binding obligations of each of Ipsen and Suraypharm 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. Each of Ipsen and Suraypharm has full legal right, corporate power and authority to enter into this Agreement the Purchase Documents and perform the transactions contemplated hereunderthereunder. This Agreement Each of the Purchase Documents upon delivery will be duly authorized, executed and delivered by Ipsen and Suraypharm. The making, issuing and performance of this Agreement the Purchase Documents by Ipsen and Suraypharm, and the consummation of the transactions herein therein contemplated will not: (i) violate any provision of the organizational documents of either Ipsen or Suraypharm, (ii) violate any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other Governmental Entity applicable to Ipsen or Suraypharm, or (iii) violate any material contract, agreement, or instrument to which Ipsen is a party or by which it is bound, that would reasonably be expected to have a material adverse effect on Xxxxx’x ability to perform its obligations under this Agreementthe 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 either Ipsen or Suraypharm of this Agreement the Purchase Documents or the consummation by either Ipsen or Suraypharm of the transactions contemplated herebythereby, other than such as have been made or obtained. Upon its their execution and delivery, and assuming the valid execution thereof by TercicaTercica and the other parties thereto, this Agreement the Purchase Documents will constitute the valid and binding obligations of 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).

Authorization; Due Execution, Delivery and Performance of this Agreement. Each of Ipsen and Suraypharm Tercica has full legal right, corporate power and authority to enter into this Agreement the Purchase Documents, issue the Shares and perform the transactions contemplated hereunderby the Purchase Documents. This Agreement Each of the Purchase Documents will upon delivery will be duly authorized, executed and delivered by Ipsen and SuraypharmTercica. The making, issuing and performance of this Agreement the Purchase Documents by Ipsen and Suraypharm, Tercica and the consummation of the transactions herein therein contemplated will not: not (i) violate any provision of the organizational documents of either Ipsen or SuraypharmTercica, (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 Entity governmental body applicable to Ipsen Tercica or Suraypharm, or (iii) violate any material contract, agreement, or instrument to which Ipsen is of its properties in a party or by which it is bound, manner that would reasonably be expected to have a material adverse effect on Xxxxx’x ability to perform its obligations under this AgreementMaterial 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 either Ipsen or Suraypharm Tercica of this Agreement the Purchase Documents or the consummation by either Ipsen or Suraypharm Tercica of the transactions contemplated herebythereby, other than such as have been made or obtainedobtained and except for compliance with the 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 TercicaIpsen and Suraypharm, this Agreement the Purchase Documents will constitute the valid and binding obligations of each of Ipsen and Suraypharm 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).