Common use of Incorporation and Good Standing of the Company and its Subsidiaries Clause in Contracts

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries has been duly incorporated or organized, as the case may be, and is validly existing as a corporation, partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization and has the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in each Applicable Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement, except where the failure to be in good standing would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. Each of the Company and each subsidiary is duly qualified as a foreign corporation, partnership or limited liability company, as applicable, to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to be so qualified or in good standing would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. All of the issued and outstanding capital stock or other equity or ownership interests of each subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than Celldex Research Corporation.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its significant subsidiaries (as defined in Rule 1-02(w) of Regulation S-X, the “Significant Subsidiaries”) has been duly incorporated or organized, as the case may be, organized and is validly existing as a corporation, partnership corporation or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization and has the corporate or limited liability company power and authority (corporate to own or other) to ownlease, lease as the case may be, and operate its properties and to conduct its business as described in each Applicable the Disclosure Package and the Prospectus and, in the case of the Company, to enter into execute, deliver and perform its obligations under this Agreement, except where the failure to be in good standing would not reasonably be expected, individually or in Indenture and the aggregate, to result in a Material Adverse ChangeNotes. Each of the Company and each subsidiary the Significant Subsidiaries is duly qualified as a foreign corporation, partnership corporation or limited liability company, as applicable, company to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be so qualified or in good standing would not reasonably be expected, individually or in the aggregate, expected to result in a Material Adverse Change. All of the issued and outstanding shares of capital stock or other equity or ownership interests securities of each subsidiary wholly-owned Significant Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company, directly or through wholly-owned subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than Celldex Research Corporation.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its significant subsidiaries (as defined in Rule 1-02(w) of Regulation S-X, the “Significant Subsidiaries”) has been duly incorporated or organized, as the case may be, organized and is validly existing as a corporation, partnership corporation or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization and has the corporate or limited liability company power and authority (corporate to own or other) to ownlease, lease as the case may be, and operate its properties and to conduct its business as described in each Applicable the Disclosure Package and the Prospectus and, in the case of the Company, to enter into execute, deliver and perform its obligations under this Agreement, except where the failure to be in good standing would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. Each of the Company and each subsidiary the Significant Subsidiaries is duly qualified as a foreign corporation, partnership corporation or limited liability company, as applicable, company to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be so qualified or in good standing would not reasonably be expected, individually or in the aggregate, expected to result in a Material Adverse Change. All of the issued and outstanding shares of capital stock or other equity or ownership interests securities of each subsidiary wholly-owned Significant Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company, directly or through wholly-owned subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than Celldex Research Corporation.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries has been duly incorporated or organized, as the case may be, and is validly existing as a corporation, partnership or limited liability company, as applicable, corporation in good standing under the laws of the jurisdiction of its incorporation or organization and has the corporate power and authority (corporate to own or other) to ownlease, lease as the case may be, and operate its properties and to conduct its business as described in each Applicable the Disclosure Package and the Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement, except where the failure to be in good standing would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. Each of the Company and each subsidiary is duly qualified as a foreign corporation, partnership or limited liability company, as applicable, corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be so qualified or in good standing would not reasonably be expectednot, individually or in the aggregate, to result in a material adverse effect, on the condition, financial or otherwise, or on the earnings, business, properties, operations or prospects, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries, considered as one entity (a “Material Adverse ChangeEffect”). All of the issued and outstanding shares of capital stock or other equity or ownership interests of each subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than Celldex Research Corporationthe subsidiaries listed in Exhibit 21.1 to the Registration Statement.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries has been duly incorporated or organizedformed, as the case may beapplicable, and is validly existing as a corporation, limited partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization formation, as applicable, and has the corporate, partnership or limited liability company, as applicable, power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in each Applicable Prospectus the Disclosure Package and, in the case of the CompanyCompany and the Guarantors, to enter into and perform its obligations under each of this Agreement, except where the failure to be in good standing would not reasonably be expectedSecurities, individually or in the aggregateIndenture, to result in a Material Adverse ChangeSecurity Documents and the Intercreditor Agreements, as applicable. Each of the Company and each subsidiary is duly qualified as a foreign corporation, limited partnership or limited liability company, as applicable, to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of businessbusiness as described in the Disclosure Package, except for such jurisdictions where the failure to so qualify or to be so qualified or in good standing would not reasonably be expectednot, individually or in the aggregate, to result in a Material Adverse Change. All of the issued and outstanding capital stock or other equity or ownership interests interest of each subsidiary have has been duly authorized and validly issued, are is fully paid and nonassessable and are is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim, except as disclosed in the Disclosure Package. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than Celldex Research Corporationthe subsidiaries listed in Exhibit 21 to the Specified Annual Report.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its significant subsidiaries (as defined in Rule 1-02(w) of Regulation S-X, the “Significant Subsidiaries”) has been duly incorporated or organized, as the case may be, formed and is validly existing as a corporation, partnership or limited liability company, as applicable, partnership or other legal entity in good standing under the laws of the jurisdiction of its incorporation or organization formation and has the corporate, limited liability company, partnership or other power and authority (corporate to own or other) to ownlease, lease as the case may be, and operate its properties and to conduct its business as described in each Applicable the Disclosure Package and the Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement, except where the failure to be in good standing would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. Each of the Company and each subsidiary Significant Subsidiary is duly qualified as a foreign corporation, partnership or limited liability company, as applicable, partnership or other entity to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be so qualified or in good standing would not reasonably be expectednot, individually or in the aggregate, to result in a Material Adverse Change. All of the issued and outstanding shares of capital stock or other equity or ownership interests of each subsidiary of the Company have been duly authorized and validly issued, are fully paid and nonassessable and, except for directors’ qualifying shares and third party interests in joint ventures in which the Company invests, are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or controlhave any subsidiary not listed on Exhibit 21.1 to its Annual Report on Form 10-K for the fiscal year ended May 31, directly or indirectly, any corporation, association or other entity other than Celldex Research Corporation2017 which is required to be so listed.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its significant subsidiaries (as defined in Rule 1-02(w) of Regulation S-X, the “Significant Subsidiaries”) has been duly incorporated or organized, as the case may be, formed and is validly existing as a corporation, partnership or limited liability company, as applicable, partnership or other legal entity in good standing under the laws of the jurisdiction of its incorporation or organization formation and has the corporate, limited liability company, partnership or other power and authority (corporate to own or other) to ownlease, lease as the case may be, and operate its properties and to conduct its business as described in each Applicable the Disclosure Package and the Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement, except where the failure to be in good standing would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. Each of the Company and each subsidiary Significant Subsidiary is duly qualified as a foreign corporation, partnership or limited liability company, as applicable, partnership or other entity to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be so qualified or in good standing would not reasonably be expectednot, individually or in the aggregate, to result in a Material Adverse Change. All of the issued and outstanding shares of capital stock or other equity or ownership interests of each subsidiary of the Company have been duly authorized and validly issued, are fully paid and nonassessable and, except for directors’ qualifying shares and third party interests in joint ventures in which the Company invests, are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or controlhave any subsidiary not listed on Exhibit 21.1 to its Annual Report on Form 10-K for the fiscal year ended May 31, directly or indirectly, any corporation, association or other entity other than Celldex Research Corporation2010 which is required to be so listed.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its significant subsidiaries (as defined in Rule 1-02(w) of Regulation S-X), all of which are listed on Annex A hereto (the “Significant Subsidiaries”), has been duly incorporated or organized, as the case may beapplicable, and is validly existing as a corporation, partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization organization, as applicable, and has the power and authority (corporate or otherlimited liability company) to ownown or lease, lease as the case may be, and operate its properties and to conduct its business as described in each Applicable the Disclosure Package and the Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement, except where the failure to be in good standing would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. Each of the Company and each subsidiary Significant Subsidiary is duly qualified as a foreign corporation, partnership corporation or limited liability company, as applicable, entity to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be so qualified or in good standing would not reasonably be expectednot, individually or in the aggregate, to result in a material adverse effect on the condition, financial or otherwise, or on the earnings, business, properties, operations or prospects, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries, considered as one entity (a “Material Adverse ChangeEffect”). All of the issued and outstanding shares of capital stock stock, units or other equity or ownership interests membership interests, if applicable, of each subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and and, other than in conjunction with the Company’s credit agreement, are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than Celldex Research Corporationthe subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company Company, the Guarantors and its subsidiaries each other Significant Subsidiary (as that term is defined in Rule 1-02(w) of Regulation S-X) has been duly incorporated or organized, as the case may be, formed and is validly existing as a corporation, partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization and has the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in each Applicable Prospectus the Offering Memorandum and, in the case of the Company, Company and the Guarantors to enter into and perform its their respective obligations under each of this Agreement, except where the failure to be in good standing would not reasonably be expectedRegistration Rights Agreement, individually or in the aggregateDTC Agreement, to result in a Material Adverse Changethe Notes, the Exchange Notes and the Indenture. Each of the Company Company, the Guarantors and each subsidiary other Significant Subsidiary is duly qualified as a foreign corporation, partnership or limited liability company, as applicable, corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be so qualified or in good standing would not reasonably be expectednot, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. All of the issued and outstanding capital stock or of the Guarantors and each other equity or ownership interests of each subsidiary have Significant Subsidiary has been duly authorized and validly issued, are is fully paid and nonassessable and are (other than the capital stock of DASI) is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than Celldex Research Corporation.claim (except for those

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its significant subsidiaries (as defined in Rule 1-02(10) of Regulation S-X, the “Significant Subsidiaries”) has been duly incorporated or organized, as the case may be, formed and is validly existing as a corporation, partnership corporation or limited liability company, as applicable, other business entity in good standing under the laws of the jurisdiction of its incorporation or organization and has the corporate or other business entity power and authority (corporate to own or other) to ownlease, lease as the case may be, and operate its properties and to conduct its business as described in each Applicable the Disclosure Package and the Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement, except where the failure to be in good standing would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. Each of the Company and each subsidiary is duly qualified as a foreign corporation, partnership corporation or limited liability company, as applicable, other business entity to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be so qualified or in good standing would not reasonably be expectedexpected to result, individually or in the aggregate, to result in a Material Adverse Change. All of the issued and outstanding shares of capital stock or other equity or ownership interests of each subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectly, have any corporation, association or other entity other than Celldex Research Corporationsubsidiary not listed on Exhibit 21 to the Annual Report on Form 10-K which is required to be so listed.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its significant subsidiaries (as defined in Rule 1-02(w) of Regulation S-X, the “Significant Subsidiaries”) has been duly incorporated or organized, as the case may be, formed and is validly existing as a corporation, partnership or limited liability company, as applicable, partnership or other legal entity in good standing under the laws of the jurisdiction of its incorporation or organization formation and has the corporate, limited liability company, partnership or other power and authority (corporate to own or other) to ownlease, lease as the case may be, and operate its properties and to conduct its business as described in each Applicable the Disclosure Package and the Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement, except where the failure to be in good standing would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. Each of the Company and each subsidiary Significant Subsidiary is duly qualified as a foreign corporation, partnership or limited liability company, as applicable, partnership or other entity to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be so qualified or in good standing would not reasonably be expectednot, individually or in the aggregate, to result in a Material Adverse Change. All of the issued and outstanding shares of capital stock or other equity or ownership interests of each subsidiary of the Company have been duly authorized and validly issued, are fully paid and nonassessable and, except for directors’ qualifying shares and third party interests in joint ventures in which the Company invests, are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or controlhave any subsidiary not listed on Exhibit 21.1 to its Annual Report on Form 10-K for the fiscal year ended May 31, directly or indirectly, any corporation, association or other entity other than Celldex Research Corporation2016 which is required to be so listed.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries has been duly incorporated or organized, as the case may be, and is validly existing as a corporation, partnership or limited liability company, as applicable, corporation in good standing under the laws of the jurisdiction of its incorporation or organization and has the corporate power and authority (corporate to own or other) to ownlease, lease as the case may be, and operate its properties and to conduct its business as described in each Applicable the Disclosure Package and the Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement, except where the failure to be in good standing would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. Each of the Company and each subsidiary its subsidiaries is duly qualified as a foreign corporation, partnership or limited liability company, as applicable, corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be so qualified or in good standing would not reasonably be expectednot, individually or in the aggregate, to result in a material adverse effect, on the condition, financial or otherwise, or on the earnings, business, properties, operations or prospects, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries, considered as one entity (a "Material Adverse ChangeEffect"). All of the issued and outstanding shares of capital stock or other equity or ownership interests of each subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than Celldex Research Corporationthe subsidiaries listed in Exhibit 21.1 to the Registration Statement.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its significant subsidiaries (as such term is defined in Rule 1-02(w) of Regulation S-X), as promulgated by the Commission (“Significant Subsidiaries”), has been duly incorporated or organized, as the case may be, and is validly existing as a corporation, partnership corporation or limited liability company, as applicable, company in good standing (as applicable) under the laws of the jurisdiction of its incorporation in which it is chartered or organization and has the organized with corporate (or limited liability company) power and authority (corporate to own or other) lease, as the case may be, and to own, lease and operate its properties and to conduct its business as described in each Applicable Prospectus the Disclosure Package and the Final Offering Memorandum and, in the case of the Company, to enter into and perform its obligations under this Agreement, except where the failure to be in good standing would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. Each of the Company and each subsidiary Significant Subsidiary is duly qualified as a foreign corporation, partnership corporation or limited liability company, as applicable, company to transact business and is in good standing in (as applicable) under the laws of each other jurisdiction in which requires such qualification or is required, whether subject to no material liability or disability by reason of the ownership or leasing of property or the conduct of business, except where the failure to be so qualified or in good standing would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Changeany such jurisdiction. All of the issued and outstanding shares of capital stock or other equity or ownership interests limited liability company interests, as applicable, of each subsidiary Significant Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and and, except as set forth in the Disclosure Package, are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than Celldex Research Corporation.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its significant subsidiaries (as defined in Rule 1-02(w) of Regulation S-X), all of which are listed on Annex A hereto (the “Significant Subsidiaries”), has been duly incorporated or organized, as the case may beapplicable, and is validly existing as a corporation, partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization organization, as applicable, and has the power and authority (corporate or otherlimited liability company) to ownown or lease, lease as the case may be, and operate its properties and to conduct its business as described in each Applicable the Disclosure Package and the Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement, except where the failure to be in good standing would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. Each of the Company and each subsidiary the Significant Subsidiaries is duly qualified as a foreign corporation, partnership corporation or limited liability company, as applicable, entity to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be so qualified or in good standing would not reasonably be expectednot, individually or in the aggregate, to result in a material adverse effect on the condition, financial or otherwise, or on the earnings, business, properties, operations or prospects, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries, considered as one entity (a “Material Adverse ChangeEffect”). All of the issued and outstanding shares of capital stock stock, units or other equity or ownership interests membership interests, if applicable, of each subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and and, other than in conjunction with the Company’s credit agreement, are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than Celldex Research Corporationthe subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries has been duly incorporated or organized, as the case may be, organized and is validly existing as a corporation, partnership or limited liability company, as applicable, and in good standing (if applicable) under the laws of the jurisdiction of its incorporation or organization and has the requisite power and authority (authority, corporate or other) , to ownown or lease, lease as the case may be, and operate its properties and to conduct its business as described in each Applicable or contemplated by the Disclosure Package, the Prospectus and the Canadian Final Prospectus, except where the failure to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change and, in the case of the CompanyCompany and the Guarantors, to enter into and perform its obligations under this Agreement, except where the failure to be in good standing would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. Each of the Company and each subsidiary Guarantor is duly qualified as a foreign corporation, partnership corporation or limited liability company, as applicable, other entity to transact business and is in good standing (if applicable) in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be so qualified or in good standing would not reasonably be expectednot, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. All of the issued and outstanding shares of capital stock or other equity or ownership interests of each significant subsidiary (as defined in Rule 405 under the Securities Act) have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lienlien or encumbrance, encumbrance or adverse claimexcept as described in the Disclosure Package, the Prospectus and the Canadian Final Prospectus. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than Celldex Research Corporationthe subsidiaries listed in Exhibit 21 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its significant subsidiaries (as defined in Rule 1-02(w) of Regulation S-X, the “Significant Subsidiaries”) has been duly incorporated or organized, as the case may be, formed and is validly existing as a corporation, partnership or limited liability company, as applicable, partnership or other legal entity in good standing under the laws of the jurisdiction of its incorporation or organization formation and has the corporate, limited liability company, partnership or other power and authority (corporate to own or other) to ownlease, lease as the case may be, and operate its properties and to conduct its business as described in each Applicable the Disclosure Package and the Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement, except where the failure to be in good standing would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. Each of the Company and each subsidiary Significant Subsidiary is duly qualified as a foreign corporation, partnership or limited liability company, as applicable, partnership or other entity to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be so qualified or in good standing would not reasonably be expectednot, individually or in the aggregate, to result in a Material Adverse Change. All of the issued and outstanding shares of capital stock or other equity or ownership interests of each subsidiary of the Company have been duly authorized and validly issued, are fully paid and nonassessable and, except for directors’ qualifying shares and third party interests in joint ventures in which the Company invests, are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or controlhave any subsidiary not listed on Exhibit 21.1 to its Annual Report on Form 10-K for the fiscal year ended May 31, directly or indirectly, any corporation, association or other entity other than Celldex Research Corporation2018 which is required to be so listed.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its significant subsidiaries (as defined in Rule 1-02(w) of Regulation S-X, the “Significant Subsidiaries”) has been duly incorporated or organized, as the case may be, formed and is validly existing as a corporation, partnership or limited liability company, as applicable, partnership or other legal entity in good standing under the laws of the jurisdiction of its incorporation or organization formation and has the corporate, limited liability company, partnership or other power and authority (corporate to own or other) to ownlease, lease as the case may be, and operate its properties and to conduct its business as described in each Applicable the Disclosure Package and the Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement, except where the failure to be in good standing would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. Each of the Company and each subsidiary Significant Subsidiary is duly qualified as a foreign corporation, partnership or limited liability company, as applicable, partnership or other entity to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be so qualified or in good standing would not reasonably be expectednot, individually or in the aggregate, to result in a Material Adverse Change. All of the issued and outstanding shares of capital stock or other equity or ownership interests of each subsidiary of the Company have been duly authorized and validly issued, are fully paid and nonassessable and, except for directors’ qualifying shares and third party interests in joint ventures in which the Company invests, are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or controlhave any subsidiary not listed on Exhibit 21.1 to its Annual Report on Form 10-K for the fiscal year ended May 31, directly or indirectly, any corporation, association or other entity other than Celldex Research Corporation2013 which is required to be so listed.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its significant subsidiaries (as defined in Rule 1-02(w) of Regulation S-X, the “Significant Subsidiaries”) has been duly incorporated or organized, as the case may be, formed and is validly existing as a corporation, partnership or limited liability company, as applicable, partnership or other legal entity in good standing under the laws of the jurisdiction of its incorporation or organization formation and has the corporate, limited liability company, partnership or other power and authority (corporate to own or other) to ownlease, lease as the case may be, and operate its properties and to conduct its business as described in each Applicable the Disclosure Package and the Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement, except where the failure to be in good standing would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. Each of the Company and each subsidiary Significant Subsidiary is duly qualified as a foreign corporation, partnership or limited liability company, as applicable, partnership or other entity to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be so qualified or in good standing would not reasonably be expectednot, individually or in the aggregate, to result in a Material Adverse Change. All of the issued and outstanding shares of capital stock or other equity or ownership interests of each subsidiary of the Company have been duly authorized and validly issued, are fully paid and nonassessable and, except for directors’ qualifying shares and third party interests in joint ventures in which the Company invests, are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or controlhave any subsidiary not listed on Exhibit 21.1 to its Annual Report on Form 10-K for the fiscal year ended May 31, directly or indirectly, any corporation, association or other entity other than Celldex Research Corporation2012 which is required to be so listed.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its significant subsidiaries (as defined in Rule 1-02(w) of Regulation S-X, the “Significant Subsidiaries”) has been duly incorporated or organized, as the case may be, formed and is validly existing as a corporation, partnership or limited liability company, as applicable, partnership or other legal entity in good standing under the laws of the jurisdiction of its incorporation or organization formation and has the corporate, limited liability company, partnership or other power and authority (corporate to own or other) to ownlease, lease as the case may be, and operate its properties and to conduct its business as described in each Applicable the Disclosure Package and the Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement, except where the failure to be in good standing would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. Each of the Company and each subsidiary Significant Subsidiary is duly qualified as a foreign corporation, partnership or limited liability company, as applicable, partnership or other entity to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be so qualified or in good standing would not reasonably be expectednot, individually or in the aggregate, to result in a Material Adverse Change. All of the issued and outstanding shares of capital stock or other equity or ownership interests of each subsidiary of the Company have been duly authorized and validly issued, are fully paid and nonassessable and, except for directors’ qualifying shares and third party interests in joint ventures in which the Company invests, are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or controlhave any subsidiary not listed on Exhibit 21.1 to its Annual Report on Form 10-K for the fiscal year ended May 31, directly or indirectly, any corporation, association or other entity other than Celldex Research Corporation2014 which is required to be so listed.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries has been duly incorporated or organized, as the case may be, and is validly existing as a corporation, partnership or limited liability company, as applicable, corporation in good standing under the laws of the jurisdiction of its incorporation or organization and has the corporate power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in each Applicable the Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement, except where the failure to be in good standing would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. Each of the The Company and each subsidiary of the Company is duly qualified as a foreign corporation, partnership or limited liability company, as applicable, corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be so qualified or in good standing would not reasonably be expectednot, individually or in the aggregate, to result in a Material Adverse Change. All of the issued and outstanding capital stock or other equity or ownership interests of each subsidiary have of the Company has been duly authorized and validly issued, are is fully paid and nonassessable and are is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than Celldex Research Corporationthe subsidiaries listed in Exhibit 21 to the Registration Statement. Except as described in the Prospectus, as a result of the separation of the Company from Millipore Corporation (the "Parent"), all assets previously owned by the Parent or any of its subsidiaries relating to the businesses of the Company are owned, leased or licensed directly or indirectly through one or more subsidiaries, by the Company, except where the failure of the Company to own, lease or license such assets would not reasonably be expected to result in a Material Adverse Change.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly incorporated or organized, as the case may be, formed and is validly existing as a corporation, partnership or limited liability company, as applicable, company in good standing under the laws of the jurisdiction of its incorporation or organization and has the corporate or similar power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in each Applicable the General Disclosure Package and the Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement, except where the failure to be in good standing would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. Each of the Company and each subsidiary Subsidiary is duly qualified as a foreign corporation, partnership or limited liability company, as applicable, to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be so qualified or in good standing would not reasonably be expectednot, individually or in the aggregate, to result in a Material Adverse ChangeEffect. All of the issued and outstanding capital stock or other equity or ownership interests of each subsidiary have Subsidiary has been duly authorized and validly issued, are is fully paid and nonassessable non-assessable and are is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim, other than liens granted pursuant to the Company’s Credit Agreement with (i) DCFS, LLC and Toyota Motor Credit Corporation (the “U.S. Credit Agreement”) and (ii) the Royal Bank of Scotland (the “U.K. Credit Agreement”). The Company does not own or control, directly or indirectly, any corporation, association or other entity other than Celldex Research Corporationthe Subsidiaries listed in Exhibit 21 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008, other than entities acquired since such date.