Common use of Capitalization and Other Share Capital Matters Clause in Contracts

Capitalization and Other Share Capital Matters. The authorized, issued and outstanding share capital of the Company is as set forth in the Registration Statement and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, free shares or upon the exercise of outstanding options or warrants (including founder’s share warrants (BSPCE) and share warrants (BSA)), in each case referred to in the Registration Statement and the Prospectus). The share capital of the Company, including the ADSs, conforms in all material respects to each description thereof contained in the Prospectus. All of the issued and outstanding Shares and any outstanding ADSs have been duly authorized and validly issued (by the Depositary in the case of American Depositary Receipts (“ADRs”)), are fully paid and non-assessable and freely negotiable and have been issued in compliance with French law and, to the extent applicable, all United States federal, state and local securities laws. None of the outstanding Shares or ADSs were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company that have not been duly excluded, waived or satisfied. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any share capital of the Company or any of its subsidiaries other than those described or disclosed in the Registration Statement and the Prospectus. The descriptions of the Company’s (i) stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, and (ii) founder’s share warrants (BSPCE), share warrants (BSA) and free shares, and the rights granted thereunder set forth in the Registration Statement and the Prospectus accurately and fairly present, in all material respects, the information required to be shown under applicable laws and regulations with respect to such plans, arrangements, options and rights. The ADRs evidencing the ADSs are in due and proper form.

Capitalization and Other Share Capital Matters. The authorized, issued and outstanding share capital of the Company is as set forth in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, free shares or upon the exercise of outstanding options or warrants (including founder’s share warrants (BSPCE) and share warrants (BSA))warrants, in each case referred to described in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus). The share capital of the Company, including the ADSsShares, and the Offered ADSs conforms in all material respects to each description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding Ordinary Shares and any all outstanding ADSs have been duly authorized and validly issued (by the Depositary in the case of American Depositary Receipts (“ADRs”))issued, are fully paid and non-assessable and freely negotiable nonassessable, will not be subject to any call for further capital and have been issued in compliance with French law and, to the extent applicable, all United States federal, state and local securities laws. None of the outstanding Ordinary Shares or ADSs were was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company that have not been duly excluded, waived or satisfiedCompany. The form of certificates for the Ordinary Shares conforms to the law of the Cayman Islands and to any requirements of the Company’s organizational documents. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any share capital of the Company or any of its subsidiaries other than those described or disclosed in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus. The descriptions of the Company’s (i) stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, and (ii) founder’s share warrants (BSPCE), share warrants (BSA) and free shares, and the rights granted thereunder set forth in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly present, in all material respects, present the information required to be shown under applicable laws and regulations with respect to such plans, arrangements, options and rights. The ADRs evidencing the Offered ADSs are in due and proper form.

Capitalization and Other Share Capital Matters. The authorized, issued and outstanding share capital of the Company is as set forth in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus under the caption captions “Description of Share Capital” and “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plansplans described in the Prospectus, free shares or upon the exercise of outstanding options or warrants (including founder’s share warrants (BSPCE) and share warrants (BSA)), in each case referred to described in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus). The share capital Ordinary Shares of the Company, including the ADSsOffered Shares, conforms conform in all material respects to each the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding Ordinary Shares and any outstanding ADSs have been duly authorized and validly issued (by the Depositary in the case of American Depositary Receipts (“ADRs”))issued, are fully paid and non-assessable and freely negotiable and have been issued in compliance with French law federal and state securities laws, except with respect to the unpaid paid-in capital of Dalian Wanchunbulin Pharmaceuticals Ltd., the unpaid paid-in capital of Wanchun Biotechnology (Shenzhen) Ltd. and the unpaid paid-in capital of Beijing Wanchun Pharmaceuticals Technology Ltd. and, to except as otherwise set forth in the extent applicableRegistration Statement, all United States federal, state the Time of Sale Prospectus and local securities lawsthe Prospectus. None of the issued and outstanding Ordinary Shares or ADSs were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company that have not been duly excluded, waived or satisfiedCompany. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any share capital of the Company or capital stock of any of its subsidiaries other than those accurately described or disclosed in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus. The descriptions description of the Company’s (i) stock share option, stock share bonus and other stock share plans or arrangements, and the options or other rights granted thereunder, and (ii) founder’s share warrants (BSPCE), share warrants (BSA) and free shares, and the rights granted thereunder set forth in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly present, in all material respects, presents the information required to be shown under applicable laws and regulations with respect to such plans, arrangements, options and rights. The ADRs evidencing the ADSs are in due and proper form.

Capitalization and Other Share Capital Matters. The authorized, issued and outstanding share capital of the Company is as set forth in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, free shares or upon the exercise of outstanding options or warrants (including founder’s share warrants (BSPCE) and share warrants (BSA))warrants, in each case referred to described in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus). The share capital of the Company, including the ADSsOrdinary Shares and the Offered Shares, conforms conforms, in all material respects respects, to each description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding Ordinary Shares and any outstanding ADSs have been duly authorized and validly issued (by the Depositary in the case of American Depositary Receipts (“ADRs”))issued, are fully paid and non-assessable and freely negotiable nonassessable and have been issued in compliance with French law and, to the extent applicable, all United States federal, state and local local, including Israeli, securities laws. None of the outstanding Ordinary Shares or ADSs were was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company that have not been duly excluded, waived or satisfiedCompany. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any share capital of the Company or any of its subsidiaries other than those described or disclosed in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus. The descriptions of the Company’s (i) stock option, stock bonus and other stock equity compensation plans or arrangements, and the options or other rights granted thereunder, and (ii) founder’s share warrants (BSPCE), share warrants (BSA) and free shares, and the rights granted thereunder set forth in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly present, in all material respects, the information required to be shown under applicable laws and regulations with respect to such plans, arrangements, options and rights. The ADRs evidencing the ADSs are in due and proper form.

Capitalization and Other Share Capital Matters. The authorized, issued and outstanding share capital of the Company is as set forth in the Registration Statement and the Prospectus under the caption “CapitalizationDescription of Share Capital and Articles of Association” (other than for subsequent issuances, if any, pursuant to employee benefit plansplans described in the Prospectus, free shares or upon the exercise of outstanding options or warrants (including founder’s share warrants (BSPCE) and share warrants (BSA)), in each case referred to or such other equity issuances as described in the Registration Statement and the Prospectus). The share capital of the Company, Ordinary Shares (including the ADSs, conforms Shares) conform in all material respects to each the description thereof contained in the Prospectus. All of the issued and outstanding Ordinary Shares and any outstanding ADSs have been duly authorized and validly issued (by the Depositary in the case of American Depositary Receipts (“ADRs”))issued, are fully paid and non-assessable and freely negotiable nonassessable (meaning that the holder of such Shares shall not be liable, solely because of its shareholder status, for additional payments to the Company or the Company’s creditors) and have been issued in compliance with French law the laws of the Grand Duchy of Luxembourg and, to the extent applicable, with all United States federal, federal and state and local securities laws. None of the outstanding Ordinary Shares or ADSs were was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company that have not been duly excluded, waived or satisfiedCompany. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any share capital of the Company or any of its subsidiaries other than those described or disclosed in the Registration Statement and the Prospectus. The descriptions of the Company’s (i) stock option, stock bonus and other stock equity plans or arrangements, and the options or other rights granted thereunder, and (ii) founder’s share warrants (BSPCE), share warrants (BSA) and free shares, and the rights granted thereunder set forth in the Registration Statement and the Prospectus accurately and fairly present, in all material respects, presents the information required to be shown under applicable laws and regulations with respect to such plans, arrangements, options and rights. The ADRs evidencing the ADSs are in due and proper form.

Capitalization and Other Share Capital Matters. The authorized, issued and outstanding share capital of the Company is is, and upon completion of the Change of Domicile will be, as set forth in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, free shares or upon the exercise of outstanding options or warrants (including founder’s share warrants (BSPCE) and share warrants (BSA))warrants, in each case referred to described in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus). The share capital of the Company, Company (including the ADSs, Offered Shares) conforms in all material respects to each the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding Shares and any outstanding ADSs have been duly authorized and validly issued (by the Depositary in the case of American Depositary Receipts (“ADRs”))issued, are fully paid and non-assessable and freely negotiable nonassessable and have been issued in compliance with French law andall foreign, to the extent applicable, all United States U.S. federal, state and local securities laws. None of the outstanding Shares or ADSs were was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company that have not been duly excluded, waived or satisfiedLombard. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any share capital of the Company or any of its subsidiaries other than those described or disclosed in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus. The descriptions of the Company’s (i) stock share option, stock share bonus and other stock share plans or arrangements, and the options or other rights granted thereunder, and (ii) founder’s share warrants (BSPCE), share warrants (BSA) and free shares, and the rights granted thereunder set forth in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly present, in all material respects, presents the information required to be shown under applicable laws and regulations with respect to such plans, arrangements, options and rights. The ADRs evidencing the ADSs are in due and proper form.

Capitalization and Other Share Capital Matters. The authorized, issued and outstanding share capital of the Company is as set forth in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus under the caption “Capitalization” and in the French Listing Prospectus (other than for subsequent issuances, if any, pursuant to employee benefit plans, free shares or upon the exercise of outstanding options or warrants (including founder’s share warrants (BSPCE) and share warrants (BSA)), in each case referred to in the Registration Statement Statement, the Time of Sale Prospectus, the Prospectus and the French Listing Prospectus). The share capital of the Company, including the ADSsOffered Securities, conforms in all material respects to each description thereof contained in the Time of Sale Prospectus and the French Listing Prospectus; provided that, with respect to the Offered Securities, such representation shall be deemed given after the French Listing Prospectus has received the visa from the AMF. All of the issued and outstanding Ordinary Shares and any outstanding ADSs have been duly authorized and validly issued (by the Depositary in the case of American Depositary Receipts (“ADRs”)), are fully paid and non-assessable and freely negotiable and have been issued in compliance with French law and, to the extent applicable, all United States federal, state and local securities laws. None of the outstanding Ordinary Shares or ADSs were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company that have not been duly excluded, waived or satisfied. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any share capital of the Company or any of its subsidiaries other than those described or disclosed in the Registration Statement Statement, the Time of Sale Prospectus, the Prospectus and the French Listing Prospectus. The descriptions of the Company’s (i) stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, and (ii) founder’s share warrants (BSPCE), share warrants (BSA) and free shares, and the rights granted thereunder set forth in the Registration Statement Statement, the Time of Sale Prospectus, the Prospectus and the French Listing Prospectus accurately and fairly present, in all material respects, the information required to be shown under applicable laws and regulations with respect to such plans, arrangements, options and rights. The ADRs evidencing the ADSs are in due and proper form.

Capitalization and Other Share Capital Matters. The authorized, issued and outstanding share capital of the Company is as set forth in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus under the caption “Capitalization” and in the Information Documents (in each case, other than for subsequent issuances, if any, pursuant to employee or non-employee director or management benefit plans, stock-option and free shares share plans or upon the exercise of outstanding options or warrants (including founder’s share founders’ warrants (BSPCE), stock options (OSA) and share warrants (BSA)), or the vesting of free shares in each case referred to described in the Registration Statement Statement, the Time of Sale Prospectus, the Prospectus and the French Listing Prospectus). The share capital of the Company, including the ADSsOffered Securities, conforms in all material respects to each description thereof contained in the ProspectusTime of Sale Prospectus and the Information Documents as of their respective dates. All of the issued and outstanding Ordinary Shares and any outstanding ADSs have been duly authorized and validly issued (by the Depositary in the case of American Depositary Receipts (“ADRs”))issued, are fully paid and non-assessable and nonassessable, freely negotiable and have been issued in compliance with French law and, to the extent applicable, all United States federal, state and local securities laws. None of the outstanding Ordinary Shares or ADSs were was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company that have not been duly excluded, waived or satisfied. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any share capital of the Company or any of its subsidiaries other than those described or disclosed in the Registration Statement Statement, the Time of Sale Prospectus, the Prospectus and the French Listing Prospectus. The descriptions of the Company’s (i) free shares, stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, and (ii) founders’ warrants (BSPCE) and warrants (BSA), and the rights set forth in the Registration Statement, the Time of Sale Prospectus, the Prospectus and the French Listing Prospectus accurately and fairly present the information required to be shown with respect to such plans, arrangements, options, warrants and rights. The ADRs evidencing the Offered ADSs are in due and proper form. With respect to the outstanding founder’s share warrants (BSPCE), stock options, share warrants (BSA) and free sharesshares (actions gratuites), in each case referred to in the Registration Statement, the Time of Sale Prospectus, the Prospectus and the French Listing Prospectus, (i) each grant was duly authorized no later than the date on which such grant was by its terms to be effective by all necessary corporate action, including, as applicable, approval by the management board and supervisory board of the Company and any required shareholder approval by the necessary number of votes or written consents, and the rights granted thereunder set forth award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (ii) each such grant was made in accordance with the Registration Statement terms of the relevant plan adopted by the Company, as the case may be amended, and the Prospectus accurately and fairly present, in all material respects, the information required to be shown under other applicable laws and regulations regulatory rules or requirements, including the rules of the AMF and Euronext, and (iii) each such grant was properly accounted for in accordance with respect to such plans, arrangements, options and rights. The ADRs evidencing IFRS in the ADSs are in due and proper formfinancial statements (including the related notes) of the Company.

Capitalization and Other Share Capital Matters. The authorized, issued and outstanding share capital of the Company is as set forth in the Registration Statement and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, free shares or upon the exercise of outstanding options or warrants (including founder’s share warrants (BSPCE) and share warrants (BSA))warrants, in each case referred to described in the Registration Statement and the Prospectus). The share capital of the Company, including the ADSsOrdinary Shares and the Offered Shares, conforms in all material respects to each description thereof contained in the Prospectus. All of the issued and outstanding Ordinary Shares and any outstanding ADSs have been duly authorized and validly issued (by the Depositary in the case of American Depositary Receipts (“ADRs”))issued, are fully paid and non-assessable and freely negotiable nonassessable and have been issued in compliance with French law and, to the extent applicable, all United States federal, state and local local, including Israeli, securities laws. None of the outstanding Ordinary Shares or ADSs were was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company that have not been duly excluded, waived or satisfiedCompany. The form of certificates for the Ordinary Shares conforms to the corporate law of the jurisdiction of the Company’s organization and to any requirements of the Company’s organizational documents. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any share capital of the Company or any of its subsidiaries Subsidiary other than those described or disclosed in the Registration Statement and the Prospectus. The descriptions of the Company’s (i) stock option, stock bonus and other stock equity compensation plans or arrangements, and the options or other rights granted thereunder, and (ii) founder’s share warrants (BSPCE), share warrants (BSA) and free shares, and the rights granted thereunder set forth in the Registration Statement and the Prospectus accurately and fairly present, in all material respects, the information required to be shown under applicable laws and regulations with respect to such plans, arrangements, options and rights. The ADRs evidencing the ADSs are in due and proper form.

Capitalization and Other Share Capital Matters. The authorized, issued and outstanding share capital of the Company is as set forth in the Registration Statement Disclosure Package and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, free shares plans described in the Disclosure Package and the Prospectus or upon the exercise of outstanding options or warrants (including founder’s share warrants (BSPCE) and share warrants (BSA)), in each case referred to described in the Registration Statement Disclosure Package and the Prospectus, as the case may be). The share capital of the Company, Ordinary Shares (including the ADSs, conforms Shares) conform in all material respects to each the description thereof contained in the Disclosure Package and the Prospectus. All of the issued and outstanding Ordinary Shares and any outstanding ADSs (including the Ordinary Shares owned by Selling Shareholder) have been duly authorized and validly issued (by the Depositary in the case of American Depositary Receipts (“ADRs”))issued, are fully paid and non-assessable and freely negotiable nonassessable and have been issued in compliance with French law and, to the extent applicable, all United States federal, laws of the state of Israel and local the sale of which did not violate or breach any U.S. federal or state securities laws. None of the outstanding Ordinary Shares or ADSs were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company that have not been duly excluded, waived or satisfiedCompany. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any share capital stock of the Company or any of its subsidiaries other than those accurately described or disclosed in the Registration Statement Disclosure Package and the Prospectus. The descriptions description of the Company’s (i) stock option, stock bonus and other stock share option plans or arrangements, and the options or other rights granted thereunder, and (ii) founder’s share warrants (BSPCE), share warrants (BSA) and free shares, and the rights granted thereunder set forth or incorporated by reference in the Registration Statement Disclosure Package and the Prospectus accurately and fairly present, in all material respects, presents the information required to be shown under applicable laws and regulations with respect to such plans, arrangements, options and rights. The ADRs evidencing the ADSs are in due and proper form.

Capitalization and Other Share Capital Matters. The authorized, issued and outstanding share capital of the Company is as set forth in the Registration Statement and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, under this Agreement, pursuant to employee benefit plans, free shares plans described in the Prospectus or upon the exercise of outstanding options or warrants (including founder’s share warrants (BSPCE) and share warrants (BSA))warrants, in each case referred to described in the Registration Statement and the Prospectus). The share capital of the Company, Ordinary Shares (including the ADSs, conforms Shares) conform in all material respects to each the description thereof contained in the Prospectus. All of the issued and outstanding Ordinary Shares and any outstanding ADSs have been duly authorized and validly issued (by the Depositary in the case of American Depositary Receipts (“ADRs”))issued, are fully paid and non-assessable and freely negotiable nonassessable and have been issued in compliance with French law and, to the extent applicable, all United States federal, state and local local, including Israeli, securities laws. None of the outstanding Ordinary Shares or ADSs were was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company that have not been duly excluded, waived or satisfiedCompany. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities or other rights convertible into or exchangeable or exercisable for, any share capital of the Company or any of its subsidiaries other than those described or disclosed in the Registration Statement and the Prospectus. The descriptions of the Company’s (i) equity compensation, stock option, stock bonus and other stock plans or similar arrangements, and the options or other rights granted thereunder, and (ii) founder’s share warrants (BSPCE), share warrants (BSA) and free shares, and the rights granted thereunder set forth in the Registration Statement and the Prospectus accurately and fairly present, in all material respects, presents the information required to be shown under applicable laws and regulations with respect to such plans, arrangements, options and rights. With respect to the options or other equity awards or rights to acquire Ordinary Shares (together, the “Share Options”) granted pursuant to the share-based compensation plans of the Company and its subsidiaries (each, a “Company Plan” and, together, the “Company Plans”), (i) each Share Option purported to be issued under Section 102 of the Israel Income Tax Ordinance (New Version), 5721-1961 qualifies for treatment under that section and for treatment under either the capital gains track or the employment income track, as was indicated with respect to each such Share Option at the date that such Share Option was granted, (ii) each grant of a Share Option was duly authorized no later than the date on which the grant of such Share Option was by its terms to be effective by all necessary corporate action, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required shareholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto within a reasonable period of time following such grant, and (iii) each such grant was made in accordance with the terms of the Company Plans and all other applicable laws and regulatory rules or requirements. The ADRs evidencing Company has not knowingly granted, and there is no and has been no policy or practice of the ADSs are in due and proper formCompany of granting, Share Options prior to, or otherwise coordinating the grant of Share Options with, the release or other public announcement of material information regarding the Company or its subsidiaries or their results of operations or prospects.

Capitalization and Other Share Capital Matters. The authorized, issued and outstanding share capital of the Company is as set forth in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus under the caption “Capitalization” and in the French Listing Prospectus (in each case, other than for subsequent issuances, if any, pursuant to employee or non-employee director or management benefit plans, stock-option and free shares share plans or upon the exercise of outstanding options or warrants (including founder’s share founders’ warrants (BSPCE), stock options (OSA) and share warrants (BSA)), or the vesting of free shares in each case referred to described in the Registration Statement Statement, the Time of Sale Prospectus, the Prospectus and the French Listing Prospectus). The share capital of the Company, including the ADSsOffered Securities, conforms in all material respects to each description thereof contained in the Time of Sale Prospectus and the French Listing Prospectus, provided that with respect to the French Listing Prospectus such representation shall be deemed given after French Listing Prospectus including the Note d’Opération have been approved by the AMF. All of the issued and outstanding Ordinary Shares and any outstanding ADSs have been duly authorized and validly issued (by the Depositary in the case of American Depositary Receipts (“ADRs”))issued, are fully paid and non-assessable and nonassessable, freely negotiable and have been issued in compliance with French law and, to the extent applicable, all United States federal, state and local securities laws. None of the outstanding Ordinary Shares or ADSs were was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company that have not been duly excluded, waived or satisfied. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any share capital of the Company or any of its subsidiaries other than those described or disclosed in the Registration Statement Statement, the Time of Sale Prospectus, the Prospectus and the French Listing Prospectus. The descriptions of the Company’s (i) free shares, stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, and (ii) founders’ warrants (BSPCE) and warrants (BSA), and the rights set forth in the Registration Statement, the Time of Sale Prospectus, the Prospectus and the French Listing Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options, warrants and rights. The ADRs evidencing the Offered ADSs are in due and proper form. With respect to the outstanding founder’s share warrants (BSPCE), stock options, share warrants (BSA) and free sharesshares (actions gratuites), in each case referred to in the Registration Statement, the Time of Sale Prospectus, the Prospectus and the French Listing Prospectus, (i) each grant was duly authorized no later than the date on which such grant was by its terms to be effective by all necessary corporate action, including, as applicable, approval by the management board and supervisory board of the Company and any required shareholder approval by the necessary number of votes or written consents, and the rights granted thereunder set forth award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (ii) each such grant was made in accordance with the Registration Statement terms of the relevant plan adopted by the Company, as the case may be amended, and the Prospectus accurately and fairly present, in all material respects, the information required to be shown under other applicable laws and regulations regulatory rules or requirements, including the rules of the AMF and Euronext, and (iii) each such grant was properly accounted for in accordance with respect to such plans, arrangements, options and rights. The ADRs evidencing IFRS in the ADSs are in due and proper formfinancial statements (including the related notes) of the Company.

Capitalization and Other Share Capital Matters. The authorized, issued and outstanding share capital of the Company is as set forth in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus under the caption “Capitalization” and “Description of Share Capital” (other than for subsequent issuances, if any, pursuant to employee benefit share incentive plans, free shares or upon the exercise of outstanding options or warrants (including founder’s share warrants (BSPCE) and share warrants (BSA))warrants, in each case referred to described in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus). The share capital of the Company, including the Shares and the Offered ADSs, conforms in all material respects to each description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding Ordinary Shares and any all outstanding ADSs have been duly authorized and validly issued (by the Depositary in the case of American Depositary Receipts (“ADRs”))issued, are fully paid and non-assessable and freely negotiable nonassessable and have been issued in compliance with French law and, to the extent applicable, all United States federal, state and local applicable securities laws. None of the outstanding Ordinary Shares or ADSs were was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company that have not been duly excluded, waived or satisfiedCompany. The form of certificates for the Ordinary Shares conform to the Companies Law of the Cayman Islands and to any requirements of the Company’s organizational documents. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any share capital of the Company or any of its subsidiaries and consolidated affiliated entities other than those described or disclosed in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus. The descriptions of the Company’s (i) stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, and (ii) founder’s share warrants (BSPCE), share warrants (BSA) and free shares, and the rights granted thereunder set forth in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly present, in all material respects, presents the information required to be shown under applicable laws and regulations with respect to such plans, arrangements, options and rights. The ADRs evidencing the Offered ADSs are in due and proper form.

Capitalization and Other Share Capital Matters. The authorized, issued and outstanding share capital of the Company is as set forth in the Registration Statement and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, free shares or upon the exercise of outstanding options or warrants (including founder’s share warrants (BSPCE) and share warrants (BSA)), in each case referred to in the Registration Statement and the Prospectus). The share capital of the Company, including the ADSsPlacement Shares, conforms in all material respects to each description thereof contained in the Prospectus. All of the issued and outstanding Ordinary Shares and any outstanding ADSs have been duly authorized and validly issued (by the Depositary in the case of American Depositary Receipts (“ADRs”)), are fully paid and non-assessable and freely negotiable and have been issued in compliance with French law and, to the extent applicable, all United States federal, state and local securities laws. None of the outstanding Ordinary Shares or ADSs were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company that have not been duly excluded, waived or satisfied. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any share capital of the Company or any of its subsidiaries other than those described or disclosed in the Registration Statement and the Prospectus. The descriptions of the Company’s (i) stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, and (ii) founder’s share warrants (BSPCE), share warrants (BSA) and free shares, and the rights granted thereunder set forth in the Registration Statement and the Prospectus accurately and fairly present, in all material respects, the information required to be shown under applicable laws and regulations with respect to such plans, arrangements, options and rights. The ADRs evidencing the ADSs are in due and proper form.

Capitalization and Other Share Capital Matters. The authorized, issued and outstanding share capital of the Company is as set forth in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus under the caption “CapitalizationCapitalization and Indebtedness” (other than for subsequent issuances, if any, pursuant to employee benefit plans, free shares or upon the exercise of outstanding options or warrants (including founder’s share warrants (BSPCE) and share warrants (BSA))warrants, in each case referred to described in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus). The share capital of the Company, including the ADSsOrdinary Shares and the Offered Shares, conforms conforms, in all material respects respects, to each description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding Ordinary Shares and any outstanding ADSs have been duly authorized and validly issued (by the Depositary in the case of American Depositary Receipts (“ADRs”))issued, are fully paid and non-assessable and freely negotiable nonassessable and have been issued in compliance with French law and, to the extent applicable, all United States federal, state and local local, including Israeli, securities laws. None of the outstanding Ordinary Shares or ADSs were was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company that have not been duly excluded, waived or satisfiedCompany. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any share capital of the Company or any of its subsidiaries other than those described or disclosed in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus. The descriptions of the Company’s (i) stock option, stock bonus and other stock equity compensation plans or arrangements, and the options or other rights granted thereunder, and (ii) founder’s share warrants (BSPCE), share warrants (BSA) and free shares, and the rights granted thereunder set forth in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly present, in all material respects, the information required to be shown under applicable laws and regulations with respect to such plans, arrangements, options and rights. The ADRs evidencing the ADSs are in due and proper form.

Capitalization and Other Share Capital Matters. The authorized, issued and outstanding share capital of the Company is as set forth in the Registration Statement and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, free shares plans described in the Prospectus or upon the exercise of outstanding options or warrants (including founder’s share warrants (BSPCE) and share warrants (BSA))warrants, in each case referred to described in the Registration Statement and the Prospectus). The share capital of the Company, Common Shares (including the ADSs, conforms Shares) conform in all material respects to each the description thereof contained in the Prospectus. All of the issued and outstanding Common Shares and any outstanding ADSs have been duly authorized and validly issued (by the Depositary in the case of American Depositary Receipts (“ADRs”))issued, are fully paid and non-assessable and freely negotiable nonassessable and have been issued in compliance with French law andall foreign, to the extent applicable, all United States federal, federal and state and local securities laws, as applicable. None of the outstanding Common Shares or ADSs were was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company that have not been duly excluded, waived or satisfiedCompany. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any share capital of the Company or any of its subsidiaries other than those described or disclosed in the Registration Statement and the Prospectus. The descriptions of the Company’s (i) stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, and (ii) founder’s share warrants (BSPCE), share warrants (BSA) and free shares, and the rights granted thereunder set forth in the Registration Statement and the Prospectus accurately and fairly present, presents in all material respects, respects the information required to be shown under applicable laws and regulations with respect to such plans, arrangements, options and rights. The ADRs evidencing the ADSs are in due and proper form.

Capitalization and Other Share Capital Matters. The authorized, issued and outstanding share capital of the Company is as set forth in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus under the caption captions “Description of Share Capital” and “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plansplans described in the Prospectus, free shares or upon the exercise of outstanding options or warrants (including founder’s share warrants (BSPCE) and share warrants (BSA)), in each case referred to described in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus). The share capital Ordinary Shares of the Company, including the ADSsOffered Shares, conforms conform in all material respects to each the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding Ordinary Shares and any outstanding ADSs have been duly authorized and validly issued (by the Depositary in the case of American Depositary Receipts (“ADRs”))issued, are fully paid and non-assessable and freely negotiable and have been issued in compliance with French law federal and state securities laws, except with respect to the unpaid paid-in capital of Dalian Wanchunbulin Pharmaceuticals Ltd. and, to except as otherwise set forth in the extent applicableRegistration Statement, all United States federal, state the Time of Sale Prospectus and local securities lawsthe Prospectus. None of the issued and outstanding Ordinary Shares or ADSs were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company that have not been duly excluded, waived or satisfiedCompany. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any share capital of the Company or capital stock of any of its subsidiaries other than those accurately described or disclosed in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus. The descriptions description of the Company’s (i) stock share option, stock share bonus and other stock share plans or arrangements, and the options or other rights granted thereunder, and (ii) founder’s share warrants (BSPCE), share warrants (BSA) and free shares, and the rights granted thereunder set forth in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly present, in all material respects, presents the information required to be shown under applicable laws and regulations with respect to such plans, arrangements, options and rights. The ADRs evidencing the ADSs are in due and proper form.

Capitalization and Other Share Capital Matters. The authorized, issued and outstanding share capital of the Company is as set forth in the Registration Statement and Statement, the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, free shares or upon the exercise of outstanding options or warrants (including founder’s share warrants (BSPCE) and share warrants (BSA)), in each case referred to in the Registration Statement General Disclosure Package and the Prospectus). The share capital of the Company, including the ADSs, Company conforms in all material respects to each the description thereof contained in the Registration Statement, the General Disclosure Package and the Prospectus. All of the issued and outstanding Shares shares of the Company and any outstanding ADSs each of its subsidiaries have been duly authorized and validly issued (by the Depositary in the case of American Depositary Receipts (“ADRs”))issued, are fully paid and non-assessable nonassessable, and freely negotiable and have been were not issued in compliance with French law andviolation of, to the extent applicableand are not subject to, all United States federal, state and local securities lawsany preemptive or similar rights. None All of the outstanding Shares shares or ADSs were issued in violation other equity interests of each of the Company’s subsidiaries are owned, directly or indirectly, by the Company, free and clear of all liens, security interests, mortgages, pledges, charges, equities, claims or restrictions on transferability or encumbrances of any preemptive rightskind (collectively, rights “Liens”), other than (i) pursuant to the Company’s Credit Agreement dated as of first refusal June 21, 2012, among the Company, the subsidiary guarantors party thereto, and Royal Bank of Canada, as lender and collateral agent, as amended (the “Credit Agreement”), (ii) pursuant to the Company’s Indenture dated as of July 30, 2010 by and among the Company, the guarantors named therein, and Xxxxx Fargo Bank, National Association, as amended and supplemented (the “Secured Indenture”) and (iii) those imposed by the Securities Act and the securities or other similar rights to subscribe for “Blue Sky” laws of certain domestic or purchase securities of foreign jurisdictions. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, and except as contemplated by the Agency and Brokerage Agreement between Hpetroconsult Consultoria S/C and the Company that have not been duly excludeddated January 27, waived or satisfied. There 2009, there are no authorized or outstanding (A) options, warrants, preemptive rights, rights of first refusal warrants or other rights to purchasepurchase from the Company or any of its subsidiaries, (B) agreements, contracts, arrangements or equity or debt securities convertible into or exchangeable or exercisable for, any share capital other obligations of the Company or any of its subsidiaries to issue or (C) other than those described rights to convert any obligation into or disclosed exchange any securities for, in the Registration Statement and case of each of clauses (A) through (C), shares in the Prospectus. The descriptions of the Company’s (i) stock optionshare capital of, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, and (ii) founder’s share warrants (BSPCE), share warrants (BSA) and free shares, and the rights granted thereunder set forth in the Registration Statement and the Prospectus accurately and fairly present, in all material respectsownership or equity interests in, the information required to be shown under applicable laws and regulations with respect to such plans, arrangements, options and rights. The ADRs evidencing the ADSs are in due and proper formCompany or any of its subsidiaries.

Capitalization and Other Share Capital Matters. The authorized, issued and outstanding share capital of the Company is as set forth in the Registration Statement and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, free shares plans described in the Prospectus or upon the exercise of outstanding options or warrants (including founder’s share warrants (BSPCE) and share warrants (BSA))warrants, in each case referred to described in the Registration Statement and the Prospectus). The share capital of the Company, Ordinary Shares (including the ADSs, conforms Shares) conform in all material respects to each the description thereof contained in the Prospectus. All of the issued and outstanding Ordinary Shares and any outstanding ADSs have been duly authorized and validly issued (by the Depositary in the case of American Depositary Receipts (“ADRs”))issued, are fully paid and non-assessable nonassessable, are free and freely negotiable clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim and have been issued in compliance with French law and, to the extent applicable, all United States federal, state and local securities laws. None of the outstanding Ordinary Shares or ADSs were was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company that have not been duly excluded, waived or satisfiedCompany. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities or other rights convertible into or exchangeable or exercisable for, any share capital of the Company or any of its subsidiaries other than those described or disclosed in the Registration Statement and the Prospectus. The descriptions of the Company’s (i) equity compensation, stock option, stock bonus and other stock plans or similar arrangements, and the options or other rights granted thereunder, and (ii) founder’s share warrants (BSPCE), share warrants (BSA) and free shares, and the rights granted thereunder set forth in the Registration Statement and the Prospectus accurately and fairly presentpresents, in all material respects, the information required to be shown under applicable laws and regulations with respect to such plans, arrangements, options and rights. The ADRs evidencing With respect to the ADSs options or other equity awards or rights to acquire Ordinary Shares (together, the “Share Options”) granted pursuant to the share-based compensation plans of the Company and its subsidiaries (each, a “Company Plan” and, together, the “Company Plans”), (i) the Company has taken commercially reasonable steps in order to ensure that each Share Option purported to be issued under Section 102 of the Israel Income Tax Ordinance (New Version), 5721-1961 qualifies for treatment under that section and for treatment under either the capital gains track or the employment income track, as was indicated with respect to each such Share Option at the date that such Share Option was granted and (ii) all Share Options granted to service providers who are in due U.S. taxpayers have an exercise price that is not, and proper formhas never been, less than the fair market value of the Company Common Stock on the date the option was granted (within the meaning of United States Treasury Regulation §1.409A-1(b)(5)(vi)(B)), and the exercise price of no Share Option was retroactively determined.