Common use of Financial Statements and Accounting Matters Clause in Contracts

Financial Statements and Accounting Matters. (a) The audited consolidated financial statements of Phivida as at the fiscal year ended on September 30, 2019 (including the notes thereto and the report of the auditors thereon) and the unaudited condensed consolidated interim financial statements for Phivida for the period ended December 31, 2019 (including the notes thereto) (collectively, the “Phivida Financial Statements”) have been, and all financial statements of Phivida which form part of the Phivida Filings in respect of any subsequent periods prior to the Effective Date will be, prepared in accordance with IFRS applied on a basis consistent with prior periods and present fairly, in all material respects, the assets, liabilities, consolidated financial position of Phivida as of the respective dates thereof and its results of operations and cash flows for the respective periods covered thereby (except as may be indicated expressly in the notes thereto). There are no outstanding loans made by Phivida or any of its Subsidiaries to any executive officer or director of Phivida. (b) Neither Phivida nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet arrangement or any similar contract (including any contract relating to any transaction or relationship between or among Phivida or any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose of limited purpose entity or person, on the other hand) where the result, purpose or effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, Phivida or any of its Subsidiaries, in the Phivida Financial Statements or the Phivida Filings. (c) Since December 31, 2019, neither Phivida nor any of its Subsidiaries nor, to Phivida’s knowledge, any director, officer, auditor, accountant or representative of Phivida or any of its Subsidiaries has received or otherwise had or obtained knowledge of any complaint, allegation, assertion, or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Phivida or any of its Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion, or claim that Phivida or any of its Subsidiaries has engaged in questionable accounting or auditing practices, which has not been resolved to the satisfaction of the audit committee of the Phivida Board. (d) Phivida and each of its Subsidiaries maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations;

Financial Statements and Accounting Matters. (a) The audited consolidated financial statements of Phivida Choom as at the fiscal year ended on September June 30, 2019 (including the notes thereto and the report of the auditors thereon) and the unaudited condensed consolidated interim financial statements for Phivida of Choom for the period ended December March 31, 2019 2020 (including the notes thereto) (collectively, the “Phivida Choom Financial Statements”) have been, and all financial statements of Phivida Choom which form part of the Phivida Choom Filings in respect of any subsequent periods prior to the Effective Date will be, prepared in accordance with IFRS applied on a basis consistent with prior periods and present fairly, in all material respects, the assets, liabilities, consolidated financial position of Phivida Choom as of the respective dates thereof and its results of operations and cash flows for the respective periods covered thereby (except as may be indicated expressly in the notes thereto). There are no outstanding loans made by Phivida Choom or any of its Subsidiaries to any executive officer or director of PhividaChoom. (b) Neither Phivida Choom nor any of its Subsidiaries is are a party to, or has have any commitment to become a party to, any joint venture, off-balance sheet arrangement or any similar contract (including any contract relating to any transaction or relationship between or among Phivida Choom or any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose of limited purpose entity or person, on the other hand) where the result, purpose or effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, Phivida Choom or any of its Subsidiaries, in the Phivida Choom Financial Statements or the Phivida Choom Filings. (c) Since December March 31, 20192020, neither Phivida Choom nor any of its Subsidiaries nor, to PhividaChoom’s knowledge, any director, officer, auditor, accountant or representative of Phivida Choom or any of its Subsidiaries has received or otherwise had or obtained knowledge of any complaint, allegation, assertion, or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Phivida Choom or any of its Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion, or claim that Phivida Choom or any of its Subsidiaries has engaged in questionable accounting or auditing practices, which has not been resolved to the satisfaction of the audit committee of the Phivida Choom Board. (d) Phivida Choom and each of its Subsidiaries maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations;