Common use of Corporate Authority; Validity of Agreement; No Violation Clause in Contracts

Corporate Authority; Validity of Agreement; No Violation. The execution and delivery of this Agreement and the other agreements contemplated hereunder and the performance of CuraGen’s obligations hereunder and thereunder have been duly and validly authorized by all necessary corporate action by CuraGen, and no other corporate proceedings on the part of CuraGen are necessary to authorize such execution, delivery and performance. This Agreement has been, and the other agreements to be executed by CuraGen in connection with this Agreement will be, duly and validly executed and delivered by CuraGen and constitute or will constitute, as the case may be, the valid and binding obligations of CuraGen enforceable against CuraGen in accordance with its or their terms. Execution of this Agreement and the other agreements to be executed by CuraGen in connection with this Agreement and consummation of the transactions contemplated hereby and thereby will not (i) result in the violation of or conflict with any of the terms and provisions of any of the organizational or governing documents of CuraGen, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, modification, cancellation or acceleration or loss of material benefits) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, contract, agreement, permit, license, lease, agreement or other obligation to which CuraGen is a party or may be subject or (iii) violate any order, writ, injunction, decree, statute, treaty, rule or regulation applicable to any CuraGen or the Transferred Assets or the Licensed CuraGen Rights, except such violations, breaches or defaults with respect to clauses (ii) and (iii) above which would not adversely affect CuraGen’s ability to perform its obligations hereunder or TopoTarget’s use of the Transferred Assets and Licensed CuraGen Rights.

Corporate Authority; Validity of Agreement; No Violation. The Except for the preparation of appraisal valuation reports required under Danish law, the execution and delivery of this Agreement and the other agreements contemplated hereunder and the performance of CuraGenTopoTarget’s obligations hereunder and thereunder have been duly and validly authorized by all necessary corporate action by CuraGenTopoTarget, and no other corporate proceedings on the part of CuraGen TopoTarget are necessary to authorize such execution, delivery and performance. This Agreement has been, and the other agreements to be executed by CuraGen TopoTarget in connection with this Agreement will be, duly and validly executed and delivered by CuraGen TopoTarget and constitute or will constitute, as the case may be, the valid and binding obligations of CuraGen TopoTarget enforceable against CuraGen TopoTarget in accordance with its or their terms. Execution of this Agreement and the other agreements to be executed by CuraGen TopoTarget in connection with this Agreement and consummation of the transactions contemplated hereby and thereby will not (i) result in the violation of or conflict with any of the terms and provisions of any of the organizational or governing documents of CuraGenTopoTarget, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, modification, cancellation or acceleration or loss of material benefits) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, contract, agreement, permit, license, lease, agreement or other obligation to which CuraGen TopoTarget is a party or may be subject or (iii) violate any order, writ, injunction, decree, statute, treaty, rule or regulation applicable to any CuraGen or the Transferred Assets or the Licensed CuraGen RightsTopoTarget, except such violations, breaches or defaults with respect to clauses (ii) and (iii) above which would not adversely affect CuraGenTopoTarget’s ability to perform its obligations hereunder or TopoTarget’s use of the Transferred Assets and Licensed CuraGen Rightshereunder.