Common use of Conditions Applicable to Buyer Clause in Contracts

Conditions Applicable to Buyer. The obligations of Buyer to effect the Closing and pay the Closing Amount pursuant to Section 2.03 hereof, shall be subject to the satisfaction of the following conditions, as of the Closing Date, any of which may be waived in writing by Buyer in its sole discretion: (a) At Closing, the representations and warranties set forth in the Transaction Documents shall be true, correct and complete in all material respects; provided, however, that if any of the foregoing representations and warranties are qualified as to “materiality” or “Material Adverse Effect”, then, subject to such qualifications, such representations and warranties shall be true, correct and complete in all respects; and Sellers shall have confirmed this in writing at the Closing. (b) All notices to, consents (including the Daiichi Consent/Amendment), approvals, authorizations and waivers from Third Parties and Governmental Authorities that are required for the consummation of the transactions contemplated by this Agreement or any of the Transaction Documents shall have been obtained or provided for and shall remain in effect. (c) All of the Transaction Documents (including without limitation, the Assignment) shall have been executed and delivered by Sellers to Buyer, and Buyer shall have received the same. (d) The Protective Rights Agreement shall have been duly executed and delivered by all the parties thereto, together with UCC-1 financing statements for filing under the UCC in Delaware, Georgia and the District of Columbia, and such agreement shall be in full force and effect, and such filings and the related registrations shall have been filed or made, as appropriate, and all requisite fees paid in connection with such filings and registrations. (e) Buyer shall have received opinions of counsel to (i) Sellers, substantially in the forms set forth in Exhibits E-1 (for transactional counsel to Sellers) and E-2 (for Australian counsel to Sellers) and (ii) Buyer, substantially in the form set forth in Exhibit E-3. (f) Sellers shall have complied in all material respects with its obligations hereunder and under the other Transaction Documents. (g) There shall not have occurred any event or circumstance (including any development with respect to the efficacy or safety of the Product) that could reasonably be expected to have a Material Adverse Effect.

Conditions Applicable to Buyer. The obligations of Buyer to effect the Closing and pay the Closing Amount pursuant to Section 2.03 2.03(a) hereof, shall be subject to the satisfaction of the following conditions, as of the Closing Date, any of which may be waived in writing by Buyer in its sole discretion: (a) At Closing, the The representations and warranties set forth in the Transaction Documents shall be true, correct and complete in all material respectsrespects on and as of the Closing Date (except that representations and warranties that refer to a specific earlier date shall be true and correct in all material respects on such earlier date); provided, however, that if any of the foregoing representations and warranties are qualified as to “materiality” or “Material Adverse Effect”, then, subject to such qualifications, such representations and warranties shall be true, correct and complete in all respectsrespects as of the applicable date; and Sellers Seller shall have confirmed this in writing at the Closing. (b) All notices to, consents (including the Daiichi Consent/Amendment)to and consents, approvals, authorizations and waivers from Third Parties and Governmental Authorities that are required for the consummation of the transactions contemplated by this Agreement or any of the Transaction Documents shall have been obtained or provided for and shall remain in effect. (c) All of the Transaction Documents (including without limitation, the Assignment) shall have been executed and delivered by Sellers Seller to Buyer, and Buyer shall have received the same. (d) The Protective Rights Agreement shall have been duly executed and delivered by all the parties thereto, together with UCC-1 financing statements for filing under the UCC in Delaware, Georgia and the District of Columbia, and such agreement shall be in full force and effect, and such filings and the related registrations shall have been filed or made, as appropriate, and all requisite fees paid in connection with such filings and registrations. (e) Buyer shall have received opinions an opinion of counsel to (i) Sellers, substantially in the forms set forth in Exhibits E-1 (for transactional counsel to Sellers) and E-2 (for Australian counsel to Sellers) and (ii) BuyerXOMA Entities, substantially in the form set forth in Exhibit E-3.C. (f) Sellers Seller shall have complied in all material respects with its obligations hereunder and under the other Transaction Documents. (g) There shall not have occurred any event or circumstance (including any development with respect to the efficacy or safety of the Productproduct known as Trumenba®) that could reasonably be expected to have a Material Adverse Effect.