Common use of Due Organization; Subsidiaries; Etc Clause in Contracts

Due Organization; Subsidiaries; Etc. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of North Carolina and as a foreign corporation qualified to do business in the State of Florida, and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Company Contracts to which it is a party. The Company, together with its predecessors, has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the names “Sirion Therapeutics, Inc.” and, prior to the consummation of the Sirion/Sytera Merger, “Sytera, Inc.” The Company is not and has not been required to be qualified, authorized, registered or licensed to do business as a foreign corporation in any jurisdiction other than Florida and California. Other than RxDR, the Company has no Subsidiaries, does not own any controlling interest in any Entity and has never owned, beneficially or otherwise, any shares or other securities of, or any direct or indirect equity or other financial interest in, any Entity. RxDR is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Florida and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Company Contracts to which it is a party. The Company directly owns all of the issued and outstanding membership interests of RxDR free and clear of any liens and all of such membership interests are validly issued and free of preemptive and similar rights. The Company has not agreed and is not obligated to make any future investment in or capital contribution to any Entity. Neither the Company nor any of the stockholders of the Company has ever approved, or commenced any Legal Proceeding or made any election contemplating, the dissolution or liquidation of the Company’s business or affairs.

Due Organization; Subsidiaries; Etc. The Company is a corporation Each of the Acquired Corporations has been duly organized, and is validly existing and in good standing under the laws of the State jurisdiction of North Carolina its incorporation, has full power (corporate and as a foreign corporation qualified to do business in the State of Florida, and has all necessary power other) and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Company material Contracts to by which it is a partybound. The CompanyExcept as set forth in Part 2.1(b) of the Disclosure Schedule, together with its predecessors, none of the Acquired Corporations has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the names “Sirion Therapeutics, Inc.” and, prior to the consummation its respective corporate name as set forth in this Agreement. Each of the Sirion/Sytera Merger, “Sytera, Inc.” The Company Acquired Corporations is not and has not been required to be qualified, authorized, registered or licensed qualified to do business as a foreign corporation corporation, and is in any good standing, under the laws of all jurisdictions where the property owned, leased or operated by it or the nature of its business requires such qualification and where the failure to be so qualified would have a Material Adverse Effect on such Acquired Corporation. Part 2.1(c) of the Disclosure Schedule accurately sets forth each jurisdiction where each Acquired Corporation is qualified to do business. Part 2.1(d) of the Disclosure Schedule accurately sets forth: (i) the names of the members of the board of directors of each of the Acquired Corporations; (ii) the names of the members of each committee of the board of directors of each of the Acquired Corporations; and (iii) the names and titles of the officers of each of the Acquired Corporations. The Company owns, of record and beneficially, 100% of the issued and outstanding shares of capital stock of each of the other than Florida and CaliforniaAcquired Corporations. Other than RxDR, None of the Company Acquired Corporations has no Subsidiaries, does not own any controlling interest in any Entity and has never ever owned, beneficially or otherwise, any shares or of other securities securities, of, or any direct or indirect equity or other financial interest in, any Entity. RxDR is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Florida and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Company Contracts to which it is a party. The Company directly owns all of the issued and outstanding membership interests of RxDR free and clear of any liens and all of such membership interests are validly issued and free of preemptive and similar rights. The Company has not agreed and is not obligated to make any future investment in or capital contribution to any Entity. Neither the Company nor any of the stockholders of the The Company has ever approved, not guaranteed and is not responsible or commenced liable for any Legal Proceeding or made obligation of any election contemplating, the dissolution or liquidation of the Company’s business or affairsEntity.

Due Organization; Subsidiaries; Etc. The Company is a corporation Each of the Acquired Corporations (as defined below) has been duly organized, and is validly existing and in good standing under the laws of the State jurisdiction of North Carolina its incorporation, has full power (corporate and as a foreign corporation qualified to do business in the State of Florida, and has all necessary power other) and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Company material Contracts to by which it is a partybound. The Company, together with its predecessors, Each of the Acquired Corporations has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the names “Sirion Therapeutics, Inc.” and, prior to the consummation . Each of the Sirion/Sytera Merger, “Sytera, Inc.” The Company Acquired Corporations is not and has not been required to be qualified, authorized, registered or licensed qualified to do business as a foreign corporation in any jurisdiction other than Florida corporation, and California. Other than RxDR, the Company has no Subsidiaries, does not own any controlling interest in any Entity and has never owned, beneficially or otherwise, any shares or other securities of, or any direct or indirect equity or other financial interest in, any Entity. RxDR is a limited liability company duly organized, validly existing and in good standing standing, under the laws of all jurisdictions where the State property owned, leased or operated by it or the nature of Florida its business requires such qualification and has where the failure to be so qualified would have a Material Adverse Effect on such Acquired Corporation. Each of the Acquired Corporations is in possession of and operating in compliance with all necessary power Governmental Authorizations that are material to the conduct of its business, all of which are valid and authority: in full force and effect. Part 2.1(d) of the Disclosure Schedule accurately sets forth (i) to conduct its business in the manner in which its business is currently being conducted; names of the members of the Company's board of directors, (ii) to own and use its assets in the manner in which its assets are currently owned and used; names of the members of each committee of the Company's board of directors, and (iii) to perform its obligations the names and titles of the Company's officers. The Company has no subsidiaries (as defined below) other than OnLink Europe Ltd., a company organized under all Company Contracts to which it is a partythe law of England and Wales (the "Subsidiary"). The Company directly owns all 100% of the issued and outstanding membership interests stock of RxDR free and clear the Subsidiary. Other than the Company's equity ownership in the Subsidiary as set forth above, none of the Acquired Corporations has any liens and all equity or other interest in any Entity (as defined below). As used in this Agreement, the word "subsidiary" means any Entity of such membership interests are validly issued and free which the Company directly or indirectly owns 50% or more of preemptive and similar rightsthe equity or that the Company directly or indirectly controls. The Company has not agreed and is not obligated to make any future investment in or capital contribution to any Entity, including, without limitation, the Subsidiary. Neither the The Company nor has not guaranteed and is not responsible or liable for any material obligation of any of the stockholders of the Company has ever approvedEntities, or commenced any Legal Proceeding or made any election contemplatingincluding, without limitation, the dissolution Subsidiary, in which it owns or liquidation of the Company’s business has owned any equity or affairsother interest.

Due Organization; Subsidiaries; Etc. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of North Carolina and as a foreign corporation qualified to do business in the State of FloridaDelaware, and the Company’s only Subsidiaries are set forth on Section 2.1 of the Company Disclosure Schedule (the Company and each such Subsidiary, an “Acquired Corporation” and collectively, the “Acquired Corporations”). Each Acquired Corporation has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; and (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Company Contracts to which it . Each Acquired Corporation is a party. The Company, together with its predecessors, has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the names “Sirion Therapeutics, Inc.” and, prior to the consummation of the Sirion/Sytera Merger, “Sytera, Inc.” The Company is not and has not been required to be qualified, authorized, registered qualified or licensed to do business as a foreign corporation corporation, and is in any good standing, in each jurisdiction other than Florida and California. Other than RxDRwhere the nature of its business requires such qualification or licensing, the Company has no Subsidiaries, except where such failure does not own any controlling interest have, and would not reasonably be expected to have, individually or in any Entity the aggregate, a Material Adverse Effect. (b) The Company owns beneficially and has never ownedof record all of the outstanding shares of capital stock or ordinary shares of the other Acquired Corporations, beneficially free and clear of all Encumbrances and transfer restrictions, except for Encumbrances or otherwisetransfer restrictions of general applicability as may be provided under the Securities Act or applicable securities laws. Except for the shares of capital stock or ordinary shares of the other Acquired Corporations held by the Company, no Acquired Corporation owns, directly or indirectly, any shares capital stock or equity interests of any nature in, or subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire, or other securities convertible into or exchangeable or exercisable for, any capital stock or equity interests of, or any direct or indirect equity or other financial interest in, any Entity. RxDR is a limited liability company duly organized, validly existing and in good standing under the laws None of the State of Florida and Acquired Corporations has all necessary power and authority: (i) agreed or is obligated to conduct its business in the manner in which its business make, or is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations bound by any Contract under all Company Contracts to which it is a party. The Company directly owns all of the issued and outstanding membership interests of RxDR free and clear of any liens and all of such membership interests are validly issued and free of preemptive and similar rights. The Company has not agreed and is not may become obligated to make make, any future investment in or capital contribution to any other Entity. Neither the Company nor any of the stockholders of the Company has ever approved, or commenced any Legal Proceeding or made any election contemplating, the dissolution or liquidation of the Company’s business or affairs.

Due Organization; Subsidiaries; Etc. The Company (a) Each of the Companies is a corporation duly organized, organized and validly existing and is in good standing under compliance with the laws corporate requirements of the State its jurisdiction of North Carolina and as a foreign corporation qualified to do business in the State of Florida, incorporation or formation and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Company Contracts to which it is a partyof the Companies' contracts. The Company, together with its predecessors, (b) None of the Companies has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name, registered name or other name, other than the names “Sirion Therapeutics, Inc.” and, prior to the consummation name "LC Packings" and any product names. (c) Part 2.1(c) of the Sirion/Sytera MergerDisclosure Schedule accurately sets forth (i) the names of the members of the board of directors of each of the Companies and (ii) the names and titles of the officers (including managing directors) of each of the Companies, “Syterain each case as of the date of execution of this Agreement. (d) Except as set forth in Part 2.1(d) of the Disclosure Schedule, Inc.” The Company is not neither of the Companies has any subsidiaries, and neither has not been required to be qualified, authorized, registered or licensed to do business as a foreign corporation in any jurisdiction other than Florida and California. Other than RxDR, the Company has no Subsidiaries, does not own any controlling interest in any Entity and has never ever owned, beneficially or otherwise, any shares of or other securities ofequity interest in, or any direct or indirect equity or other financial ownership interest of any nature in, any other Entity. RxDR is a limited liability company duly organized, validly existing and in good standing under the laws Neither of the State of Florida and Companies has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Company Contracts to which it is a party. The Company directly owns all of the issued and outstanding membership interests of RxDR free and clear of any liens and all of such membership interests are validly issued and free of preemptive and similar rights. The Company has not agreed and neither of them is not obligated obliged to make any future investment in or capital contribution to any other Entity. Neither (e) None of the Company nor assets or proprietary rights used in the business of any of the stockholders Companies is owned or held by Cxxxxxx XX Packings or bai GmbH. No employees of Cxxxxxx XX Packings or bai GmbH work in the business of any of the Company Companies. (f) There has ever approved, been no proposal made or commenced resolution adopted by any Legal Proceeding or made any election contemplating, competent corporate body for the dissolution or liquidation of either of the Company’s business Companies nor do any circumstances exist that could reasonably be expected to result in the dissolution of liquidation of either of the Companies. Except for the Plan and Agreement of Reorganization by Merger made as of September 1, 1991, between Clear Thinking Corporation, a California corporation, and LCP US, which was filed with the Secretary of State of the State of California on July 1, 1992, no proposal has been made nor any resolution been adopted by any competent corporate body of either of the Companies for the statutory merger ("juridische fusie") of either of the Companies with any other entity or affairs.for a split ("splitsing") of the two Companies. (g) Neither Company has applied for a declaration of bankruptcy or moratorium of payments. Neither Company has been declared bankrupt or granted a moratorium of payments. 2.2

Due Organization; Subsidiaries; Etc. The (a) Each of the Company and its Subsidiaries is a corporation or other legal entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the State jurisdiction of North Carolina and as a foreign corporation qualified to do business in the State of Florida, its incorporation or organization and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used; and (iii) to perform its obligations under all Company Contracts to by which it is a partybound. The Company(b) Each of the Company and its Subsidiaries is duly licensed and qualified to do business, together with and is in good standing (to the extent applicable in such jurisdiction), under the laws of all jurisdictions where the nature of its predecessors, has not conducted any business under requires such licensing or otherwise used, for any purpose qualification other than in jurisdictions where the failure to be so qualified individually or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the names “Sirion Therapeutics, Inc.” and, prior aggregate would not be reasonably expected to the consummation of the Sirion/Sytera Merger, “Sytera, Inc.” have a Company Material Adverse Effect. (c) The Company is not and has not been required to be qualified, authorized, registered or licensed to do business as a foreign corporation in any jurisdiction other than Florida and California. Other than RxDR, the Company has no Subsidiaries, does not own except for the Entities identified in Section 2.1(c) of the Company Disclosure Schedule; and neither the Company nor any controlling interest of the Entities identified in Section 2.1(c) of the Company Disclosure Schedule owns any Entity and has never owned, beneficially or otherwise, any shares or other securities capital stock of, or any direct equity, ownership or indirect equity or other financial profit sharing interest of any nature in, or controls directly or indirectly, any Entity. RxDR is a limited liability company duly organized, validly existing and other Entity other than the Entities identified in good standing under the laws Section 2.1(c) of the State Company Disclosure Schedule. Neither the Company nor any of Florida its Subsidiaries is and or has all necessary power and authority: (i) otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Neither the Company nor any of its Subsidiaries has agreed or is obligated to conduct its business in the manner in which its business make, or is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations bound by any Contract under all Company Contracts to which it is a party. The Company directly owns all of the issued and outstanding membership interests of RxDR free and clear of any liens and all of such membership interests are validly issued and free of preemptive and similar rights. The Company has not agreed and is not may become obligated to make make, any future investment in or capital contribution to any other Entity. Neither the Company nor any of the stockholders its Subsidiaries has, at any time, been a general partner of, or has otherwise been liable for any of the Company has ever approveddebts or other obligations of, any general partnership, limited partnership or commenced any Legal Proceeding or made any election contemplating, the dissolution or liquidation of the Company’s business or affairs.other Entity. 2.2

Due Organization; Subsidiaries; Etc. (A) The Company has no Subsidiaries, except for the corporations identified in Part 2.1(a)(i) of the Company Disclosure Schedule; and neither the Company nor any of the other corporations identified in Part 2.1(a)(i) of the Company Disclosure Schedule owns any capital stock of, or any equity interest of any nature in, any other Entity. (The Company and each of its Subsidiaries are referred to collectively in this Agreement as the "ACQUIRED CORPORATIONS".) None of the Acquired Corporations has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. None of the Acquired Corporations has, at any time, been a general partner of any general partnership, limited partnership or other Entity. (B) Each of the Acquired Corporations is a corporation duly organized, validly existing and in good standing under the laws of the State jurisdiction of North Carolina and as a foreign corporation qualified to do business in the State of Florida, its incorporation and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Company Contracts to by which it is a partybound. The Company, together with its predecessors, has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the names “Sirion Therapeutics, Inc.” and, prior to the consummation (C) None of the Sirion/Sytera Merger, “Sytera, Inc.” The Company Acquired Corporations is not and or has not been required to be qualified, authorized, registered or licensed to do business as a foreign corporation in any jurisdiction other than Florida and California. Other than RxDR, the jurisdictions identified in Part 2.1(c) of the Company Disclosure Schedule, except where the failure to be so qualified, authorized, registered or licensed has no Subsidiaries, does not own any controlling interest in any Entity had and has never owned, beneficially or otherwise, any shares or other securities of, or any direct or indirect equity or other financial interest in, any Entitywill not have a Material Adverse Effect on the Acquired Corporations. RxDR Each of the Acquired Corporations is a limited liability company duly organized, validly existing and in good standing under the laws as a foreign corporation in each of the State of Florida and has all necessary power and authority: (irespective jurisdictions identified in Part 2.1(c) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Company Contracts to which it is a party. The Company directly owns all of the issued and outstanding membership interests of RxDR free and clear of any liens and all of such membership interests are validly issued and free of preemptive and similar rights. The Company has not agreed and is not obligated to make any future investment in or capital contribution to any Entity. Neither the Company nor any of the stockholders of the Company has ever approved, or commenced any Legal Proceeding or made any election contemplating, the dissolution or liquidation of the Company’s business or affairs.Disclosure Schedule. 2.2