Common use of Corporate Existence; Authority; No Violation Clause in Contracts

Corporate Existence; Authority; No Violation. (i) Co-Investor is a legal entity validly existing under the Laws of the jurisdiction of its organization. Co-Investor has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted. (ii) Co-Investor has the corporate power and authority to enter into, execute and deliver this Agreement, to perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized and validly approved by all necessary corporate action on the part of Co-Investor. No other corporate proceedings on the part of Co-Investor are necessary to approve this Agreement and to consummate the subscription for (A) in the case of the Purchaser, the Purchaser Shares and (B) in the case of each Investor, such Investor’s Investor Shares. This Agreement has been duly and validly executed and delivered by Co-Investor and (assuming the due authorization, execution and delivery by the Company, Tribute, Pozen and the other Co-Investors) constitutes the valid and binding obligation of Co-Investor, enforceable against Co-Investor in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and to general principles of equity).

Corporate Existence; Authority; No Violation. (i) Co-Investor is a legal entity validly existing under the Laws of the jurisdiction of its organization. Co-Investor has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted. (ii) Co-Investor has the corporate power and authority to enter into, execute and deliver this Agreement, to perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized and validly approved by all necessary corporate action on the part of Co-Investor. No other corporate proceedings on the part of Co-Investor are necessary to approve this Agreement and to consummate the subscription for (A) in the case of the Purchaser, the Purchaser Shares and (B) in the case of each Investor, set forth opposite such Co-Investor’s Investor Sharesname on Schedule I hereto. This Agreement has been duly and validly executed and delivered by Co-Investor and (assuming the due authorization, execution and delivery by the Company, Tribute, Pozen and the other Co-Investors) constitutes the valid and binding obligation of Co-Investor, enforceable against Co-Investor in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and to general principles of equity).