Common use of Compliance with Laws; Governmental Approvals Clause in Contracts

Compliance with Laws; Governmental Approvals. (a) Contributor is now, and during the past five years has been, in full compliance with each Legal Requirement applicable to the Business or the Contributed Assets, and, to the Knowledge of Contributor, no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time) constitute, or result directly or indirectly in, a default under, a breach or violation of, or a failure comply with, any such Legal Requirement; except for any such non-compliance, failure, breach or violation which would not have a Material Adverse Effect on the Company. Contributor has not received any written notice from any Third Party regarding any actual, alleged or potential material violation of any such Legal Requirement applicable to the Business or the Contributed Assets except for any of the foregoing which would not have a Material Adverse Effect on the Company. (b) Contributor has all Governmental Approvals that are necessary in connection with Contributor’s occupation and use of the Facility, the ownership and use of the Business or the Contributed Assets (collectively, the “Business Governmental Approvals”). Contributor has made all filings with, and given all notifications to, all Government Authorities with respect to the business as required by all applicable Legal Requirements except to the extent that the failure to make any such filings would not have a Material Adverse Effect on the Company. Each Business Governmental Approval is valid and in full force and effect, and there is not pending or, to the Knowledge of Contributor, threatened any Proceeding which could result in the suspension, termination, revocation, cancellation, limitation or impairment of any Business Governmental Approval. No material violations have been recorded in respect of any Business Governmental Approvals, and to the Knowledge of the Contributor, there are no meritorious basis therefor. No fines or penalties are due and payable in respect of any Business Governmental Approval or any violation thereof. (c) Contributor has made available to Company accurate and complete copies of all of the Business Governmental Approvals, including all renewals thereof and all amendments thereto.

Compliance with Laws; Governmental Approvals. (a) Contributor Perseid is now, and during the past five years since its formation has been, in full compliance with each Legal Requirement applicable to the Perseid Business or the Contributed Perseid Assets, and, to the Knowledge of ContributorMaxygen, no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time) constitute, or result directly or indirectly in, a default under, a breach or violation of, or a failure to comply with, any such Legal Requirement; except for any such non-compliance, failure, breach or violation which would not have a Material Adverse Effect on the CompanyPerseid. Contributor Perseid has not received any written notice from any Third Party regarding any actual, alleged or potential material violation of any such Legal Requirement applicable to the Perseid Business or the Contributed Perseid Assets except for any of the foregoing which would not have a Material Adverse Effect on the CompanyPerseid. The Series A Units have been issued in material compliance with all applicable securities laws and other applicable Legal Requirements. (b) Contributor Perseid has all Governmental Approvals that are necessary in connection with ContributorPerseid’s occupation and use of the Facility, the ownership and use of the Perseid Business or the Contributed Perseid Assets (collectively, the “Business Governmental Approvals”). Contributor Perseid has made all filings with, and given all notifications to, all Government Authorities with respect to the business Perseid Business as required by all applicable Legal Requirements except to the extent that the failure to make any such filings would not have a Material Adverse Effect on the CompanyPerseid. Each Business Governmental Approval is valid and in full force and effect, and there is not pending or, to the Knowledge of ContributorMaxygen, threatened any Proceeding which could result in the suspension, termination, revocation, cancellation, limitation or impairment of any Business Governmental Approval. No material violations have been recorded in respect of any Business Governmental ApprovalsApproval, and to the Knowledge of the ContributorMaxygen, there are no meritorious basis bases therefor. No fines or penalties are due and payable in respect of any Business Governmental Approval or any violation thereof. (c) Contributor Maxygen has made available to Company Bio accurate and complete copies of all of the Business Governmental Approvals, including all renewals thereof and all amendments thereto.