Common use of Corporate Power and Due Authorization Clause in Contracts

Corporate Power and Due Authorization. The Purchaser and Vernalis each have the corporate power and capacity to enter into, and to perform its obligations under, this Agreement, subject to shareholder and regulatory approvals and requirements and filings in connection with the issue of securities of the Purchaser and Vernalis as contemplated herein. This Agreement has been duly authorized by the board of directors of each of the Purchaser and Vernalis. This Agreement has been duly executed and delivered by the Purchaser and Vernalis.

Corporate Power and Due Authorization. The Purchaser and Vernalis each have has the corporate power and capacity to enter into, and to perform its obligations under, this Agreement, subject to shareholder and regulatory approvals and requirements and filings in connection with the issue of securities approval of the Purchaser shareholders of Vernalis, publication of the Prospectus, and Vernalis as contemplated hereinAdmission. This Agreement has been duly authorized by the board of directors of each of the Purchaser and Vernalis. This Agreement has been duly executed and delivered by each of the Purchaser and Vernalis.