Common use of Issuance of the Shares Clause in Contracts

Issuance of the Shares. The Shares have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the Shares will be issued in compliance with all applicable federal and state securities laws.

Issuance of the Shares. The issuance of the Shares have has been duly authorized andand the Shares, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable non-assessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the Shares will be issued in compliance with all applicable federal and state securities laws.

Issuance of the Shares. The Shares have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rightsrights of stockholders. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the Shares will be issued in compliance with all applicable federal and state securities laws.

Issuance of the Shares. The Shares have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. Assuming the accuracy of the representations and warranties of the Purchasers Purchaser in this Agreement, the Shares will be issued in compliance with all applicable federal and state securities laws.

Issuance of the Shares. The Shares have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities lawslaws and other than any Liens imposed by the Purchasers, and shall not be subject to preemptive or similar rights. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the Shares will be issued in compliance with all applicable federal and state securities laws.

Issuance of the Shares. The Shares have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable and free and clear of all LiensEncumbrances imposed or permitted by the Company, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the Shares will be issued in compliance with all applicable federal and state securities laws.

Issuance of the Shares. The Shares have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documentshereof, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liensliens suffered or permitted by the Company, other than restrictions on transfer provided for in the Transaction Documents herein or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. Assuming the accuracy of the representations and warranties of the Purchasers Purchaser in this AgreementSections 3.2(c) through (h) herein, the Shares will be issued in compliance with all applicable federal and state securities laws.

Issuance of the Shares. The Shares have been duly authorized and, when issued and paid for in accordance with the terms of the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, Liens other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. Assuming the accuracy of the representations and warranties of the Purchasers Purchaser in this Agreement, the Shares will be issued in compliance with all applicable federal federal, state and state foreign securities laws.

Issuance of the Shares. The issuance of the Shares have has been duly authorized andand the Shares, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable non-assessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the Shares will be issued in compliance with all applicable federal and state securities laws.

Issuance of the Shares. The Shares to be issued and sold by the Company hereunder have been duly authorized by the Company and, when issued issued, delivered and paid for in accordance with the terms of the Transaction Documentsas provided herein, will be duly and validly issued, issued and fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities lawsnonassessable, and shall the issuance of the Shares is not be subject to preemptive any pre-emptive or similar rightsrights that have not been duly waived or satisfied. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the Shares will be issued in compliance with all applicable federal and state securities laws.

Issuance of the Shares. The Shares have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documentsthis Agreement, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive rights, rights of first offer or similar rights. Assuming the accuracy of the representations and warranties of the Purchasers Purchaser in this Agreement, the Shares will be issued in compliance with all applicable federal and state securities laws.

Issuance of the Shares. The issuance of the Shares have has been duly authorized andand the Shares, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable non-assessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities lawslaws and any Liens created by a Purchaser, and shall not be subject to preemptive or similar rightsrights that have not been waived. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the Shares will be issued in compliance with all applicable federal and state securities laws.

Issuance of the Shares. The Shares have been duly authorized and, when When issued to and paid for by the Purchasers in accordance with the terms of the Transaction Documents, the Shares will be duly and validly authorized and issued, fully paid and nonassessable and free freely transferable (except to the extent of any resale restrictions under the Securities Act and clear of all Liens, any other than restrictions on transfer provided for in the Transaction Documents applicable federal or imposed by applicable securities laws, state laws restricting transfer) and shall not be subject to preemptive or similar rightsno claim of right. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the offer and sale of the Shares will be issued in compliance with all applicable federal and state securities laws.

Issuance of the Shares. The issuance of the Purchased Shares have has been duly authorized andand the Purchased Shares, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable paid, and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities lawsLaws, restrictions contemplated by this Agreement and Liens, if any, created by the Purchaser, and shall not be subject to preemptive or similar rights. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the The Purchased Shares will be issued in compliance with all applicable federal and state securities lawsLaws.

Issuance of the Shares. The issuance of the Shares have has been duly authorized andand the Shares, when issued and paid for in accordance with the terms of the Transaction Documents, Documents will be duly and validly issued, fully paid and nonassessable non-assessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities lawsLaws, and shall not be subject to preemptive or similar rights. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the Shares will be issued in compliance with all applicable federal and state securities lawsLaws.

Issuance of the Shares. The issuance of the Shares have has been duly authorized andand the Shares, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable non-assessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents Section 4.1 or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the Shares will be issued in compliance with all applicable federal and state securities laws.

Issuance of the Shares. The Shares have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documentsthis Agreement, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liensliens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. Assuming the accuracy of the representations and warranties of the Purchasers Subscriber in this Agreement, the Shares will be issued in compliance with all applicable federal and state securities laws.

Issuance of the Shares. The Shares have been duly authorized ----------------------- and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable and nonassessable, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rightsrights of shareholders. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the Shares will be issued in compliance with all applicable federal and state securities laws.

Issuance of the Shares. The Shares have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documentsthis Agreement, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. Assuming the accuracy of the representations and warranties of the Purchasers Celgene Parties in this Agreement, the Shares will be issued in compliance with all applicable federal and state securities laws.

Issuance of the Shares. The Shares have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable and nonassessable, free and clear of all Liens, Liens other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, laws and shall not be subject to preemptive or similar rightsrights of shareholders. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the Shares will be issued in compliance with all applicable federal and state securities laws.

Issuance of the Shares. The Shares Securities have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, the Shares will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. Assuming the accuracy of the representations and warranties of the Purchasers Purchaser in this Agreement, the Shares Securities will be issued in compliance with all applicable federal and state securities laws.

Issuance of the Shares. The Shares have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documentsthis Agreement, will be duly authorized and validly issued, fully paid and nonassessable and free and clear of all Liensliens, other than restrictions on transfer provided for in the Transaction Documents herein or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. Assuming the accuracy of the representations and warranties of the Purchasers Purchaser in this Agreement, the Shares will be issued in compliance with all applicable federal and state securities laws.

Issuance of the Shares. The issuance of the Shares have has been duly authorized andand the Shares, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable non-assessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities lawsLaws, and shall not be subject to preemptive or similar rights. Assuming the accuracy of the representations and warranties of the Purchasers Purchaser in this Agreement, the Shares will be issued in compliance with all applicable federal and state securities laws.

Issuance of the Shares. The Shares have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable and nonassessable, free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rightsrights of stockholders. Assuming the accuracy of the representations and warranties of the Purchasers Purchaser in this Agreement, the Shares will be issued in compliance with all applicable federal and state securities laws.

Issuance of the Shares. The issuance of the Shares have been duly authorized andand the Shares, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable non-assessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. Assuming the accuracy of the representations and warranties of the Purchasers in this Agreement, the Shares will be issued in compliance with all applicable federal and state securities laws.

Issuance of the Shares. The Shares have been duly authorized andShares, when issued and paid for pursuant to this Agreement in accordance with the terms of the Transaction Documents, are or will be duly and validly issued, fully paid and nonassessable and nonassessable, free and clear of all Liens, liens other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, laws and shall not be subject to preemptive or similar rightsrights of stockholders. Assuming the accuracy of the representations and warranties of the Purchasers in this AgreementPurchaser, the Shares will be issued in compliance with all applicable federal and state securities laws.

Issuance of the Shares. The Shares have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documentsthis Agreement, will be duly and validly issued, fully paid and nonassessable and free and clear of all LiensLiens suffered or permitted by the Company, other than restrictions on transfer provided for in the Transaction Documents this Agreement or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. Assuming the accuracy of the representations and warranties of the Purchasers Creditor in this Agreement, the Shares will be issued in compliance with all applicable federal and state securities laws.

Issuance of the Shares. The Shares have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights. Assuming the accuracy of the representations and warranties of the Purchasers Celgene Parties in this Agreement, the Shares will be issued in compliance with all applicable federal and state securities laws.