Common use of Mutual Representations and Warranties Clause in Contracts

Mutual Representations and Warranties. Each Party hereby represents, warrants, and covenants (as applicable) to the other Party as of the Effective Date as follows: (a) It is a company or corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction in which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including the right to grant the licenses granted by it hereunder. (b) It has the full corporate power and authority and the legal right to enter into this Agreement and perform its obligations hereunder. It has taken all necessary corporate action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder. This Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid, and binding obligation of such Party that is enforceable against it in accordance with its terms. (c) It is not a party to any agreement, outstanding order, judgment or decree of any court or Governmental Authority that would prevent it from granting the rights granted to the other Party under this Agreement or performing its obligations under this Agreement. (d) In the course of the Development of Products, such Party has not used prior to the Effective Date and shall not use, during the Term, any employee, agent or independent contractor who has been debarred by any Regulatory Authority, or, to the best of such Party’s knowledge, is the subject of debarment proceedings by a Regulatory Authority. (e) It has not, and will not, after the Effective Date and during the Term, grant any right to any Third Party that would conflict with the rights granted to the other Party hereunder.

Mutual Representations and Warranties. Each Party hereby represents, warrants, represents and covenants (as applicable) warrants to the other Party that, as of the Effective Date as follows: Date: (ai) It it is a company or corporation duly organized, validly existing, existing and in good standing under the laws Laws of the jurisdiction in which it is incorporated, of its incorporation and has full all requisite corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including the right to grant the licenses granted by it hereunder. (b) It has the full corporate power and authority and the legal right to enter into this Agreement and to perform its obligations hereunder. It has taken all necessary corporate action on its part required to authorize the under this Agreement, (ii) execution and delivery of this Agreement and the performance by such Party of its obligations hereunder. This hereunder have been duly authorized, (iii) this Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid, is legally binding and binding obligation of such enforceable on each Party that is enforceable against it in accordance with its terms. , (civ) It the performance of this Agreement by it does not create a breach or default under any other agreement to which it is a Party, (v) the execution, delivery and performance of this Agreement by such Party does not a party to conflict with any agreement, outstanding orderinstrument or understanding, judgment oral or decree written, to which it is a party or by which it is bound, nor violate any Law or regulation of any court, governmental body or administrative or other agency having jurisdiction over such Party, (vi) no government authorization, consent, approval, license, exemption of or filing or registration with any court or Governmental Authority that would prevent it from granting governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, under any Laws currently in effect, is or will be necessary for, or in connection with, the rights granted to the other Party under transaction contemplated by this Agreement or performing any other agreement or instrument executed in connection herewith, or for the performance by it of its obligations under this Agreement. Agreement and such other agreements, and (dvii) In the course neither such Party, nor any of the Development of Productsits employees, such Party has not used prior officers, subcontractors, or consultants who have rendered services relating to the Effective Date and shall not use, during the Term, any employee, agent or independent contractor who Licensed Compounds: (a) has ever been debarred or is subject to debarment or convicted of a crime for which an entity or person could be debarred by any Regulatory Authority, or, to the best of such Party’s knowledge, is the subject of debarment proceedings by FDA under 21 U.S.C. Section 335a or (b) has ever been under indictment for a Regulatory Authoritycrime for which a person or entity could be so debarred. (e) It has not, and will not, after the Effective Date and during the Term, grant any right to any Third Party that would conflict with the rights granted to the other Party hereunder.

Mutual Representations and Warranties. Each Party hereby represents, warrants, represents and covenants (as applicable) to the other Party as of the Effective Date warrants as follows: (a) It is a company or corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction in which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including including, without limitation, the right to grant the licenses granted by it is granting hereunder. (b) It On the Effective Date, (i) it has the full corporate power right and authority and the legal right to enter into this Agreement and perform its obligations hereunder. It , (ii) it is not aware of any impediment that would prevent it from entering into the Agreement or that would inhibit its ability to perform its obligations under this Agreement, (iii) it has taken all necessary corporate action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder. This , and (iv) this Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid, valid and binding obligation of such Party that is enforceable against it in accordance with its terms. (c) It has not entered into any agreement with any third party that is in conflict with the rights granted to the other Party under this Agreement, and has not a party to taken any agreement, outstanding order, judgment or decree of any court or Governmental Authority action that would in any way prevent it from granting the rights granted to the other Party under this Agreement Agreement, or performing its obligations under this Agreement. (d) In the course of the Development of Products, such Party has not used prior to the Effective Date and shall not use, during the Term, any employee, agent or independent contractor who has been debarred by any Regulatory Authority, or, to the best of such Party’s knowledge, is the subject of debarment proceedings by a Regulatory Authority. (e) It has not, and will not, after the Effective Date and during the Term, grant any right to any Third Party that would otherwise materially conflict with or materially adversely affect the rights granted to the other Party hereunderunder this Agreement. Its performance and execution of this Agreement will not result in a breach of any other contract to which it is a party. (d) On the Effective Date, it is not aware of any action, suit, inquiry or investigation instituted by any third party which questions or threatens the validity of this Agreement. (e) All necessary consents, approvals and authorizations of all governmental authorities and other persons or entities required to be obtained by such Party in connection with the execution, delivery and performance of this Agreement have been obtained. (f) To the best of its knowledge, each Party has, on the Effective Date, the right to grant to the other Party the rights and licenses granted by such Party to the other Party pursuant to this Agreement. (g) Each Party has, on the Effective Date, the necessary qualified personnel, equipment, technical know-how and other means to perform its duties under this Agreement in a timely manner in accordance with the terms hereof.

Mutual Representations and Warranties. Each Party hereby represents, warrants, and covenants (as applicable) to the other Party as of the Effective Execution Date as follows: (a) It is a company or corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction in which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including the right to grant the licenses granted by it hereunder. (b) It has the full corporate power and authority and the legal right to enter into this Agreement and perform its obligations hereunder. It has taken all necessary corporate action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder. This Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid, and binding obligation of such Party that is enforceable against it in accordance with its terms. (c) It is not a party to any agreement, outstanding order, judgment or decree of any court or Governmental Authority that would prevent it from granting the rights granted to the other Party under this Agreement or performing its obligations under this Agreement. (d) In the course of the Development of Products, such Party has not used prior to the Effective Date and shall not use, during the Term, any employee, agent or independent contractor who has been debarred by any Regulatory Authority, or, to the best of such Party’s knowledge, is the subject of debarment proceedings by a Regulatory Authority. (e) It has not, and will not, after the Effective Date and during the Term, grant any right to any Third Party that would conflict with the rights granted to the other Party hereunder.

Mutual Representations and Warranties. Each Party hereby represents, warrants, represents and covenants (as applicable) to the other Party as of the Effective Date warrants as follows: (a) It is a company or corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction in which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including including, without limitation, the right to grant the licenses granted by it is granting hereunder. (b) It On the Effective Date, (i) it has the full corporate power right and authority and the legal right to enter into this Agreement and perform its obligations hereunder. It , (ii) it is not aware of any impediment that would prevent it from entering into the Agreement or that would inhibit its ability to perform its obligations under this Agreement, (iii) it has taken all necessary corporate action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder. This , and (iv) this Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid, valid and binding obligation of such Party that is enforceable against it in accordance with its terms. (c) It has not entered into any agreement with any third party that is in conflict with the rights granted to the other Party under this Agreement, and has not a party to taken any agreement, outstanding order, judgment or decree of any court or Governmental Authority action that would in any way prevent it from granting the rights granted to the other Party under this Agreement Agreement, or performing its obligations under this Agreement. (d) In the course of the Development of Products, such Party has not used prior to the Effective Date and shall not use, during the Term, any employee, agent or independent contractor who has been debarred by any Regulatory Authority, or, to the best of such Party’s knowledge, is the subject of debarment proceedings by a Regulatory Authority. (e) It has not, and will not, after the Effective Date and during the Term, grant any right to any Third Party that would otherwise materially conflict with or materially adversely affect the rights granted to the other Party hereunderunder this Agreement. Its performance and execution of this Agreement will not result in a breach of any other contract to which it is a party. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (d) On the Effective Date, it is not aware of any action, suit, inquiry or investigation instituted by any third party that questions or threatens the validity of this Agreement. (e) All necessary consents, approvals and authorizations of all governmental authorities and other persons or entities required to be obtained by such Party in connection with the execution, delivery and performance of this Agreement have been obtained. (f) To the best of its knowledge, each Party has, on the Effective Date, the right to grant to the other Party the rights and licenses granted by such Party to the other Party pursuant to this Agreement. (g) Each Party has, on the Effective Date, the necessary qualified personnel, equipment, technical know-how and other means to perform its duties under this Agreement in a timely manner in accordance with the terms hereof.

Mutual Representations and Warranties. Each Party hereby represents, warrants, and covenants (as applicable) to the other Party as of the Effective Date as follows: (a) It is a company or corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction in which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including the right to grant the licenses granted by it hereunder. (b) It has the full corporate power and authority and the legal right to enter into this Agreement and perform its obligations hereunder. It has taken all necessary corporate action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder. This Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid, and binding obligation of such Party that is enforceable against it in accordance with its terms. (c) It is not a party to any agreement, outstanding order, judgment or decree of any court or Governmental Authority that would prevent it from granting the rights granted to the other Party under this Agreement or performing its obligations under this Agreement. (d) In the course of the Development of Products, such Party has not used prior to the Effective Date and shall not use, during the Term, any employee, agent or independent contractor who has been debarred by any Regulatory Authority, or, to the best of such Party’s knowledge, is the subject of debarment proceedings by a Regulatory Authority. (e) It has not, and will not, after the Effective Date and during the Term, grant any right to any Third Party that would conflict with the rights granted to the other Party hereunder. (f) The execution and delivery of this Agreement and the performance of such Party’s obligations hereunder do not conflict with, violate, or breach or constitute a default or require any consent not already obtained under, any contractual obligation or court or administrative order by which such Party is bound. (g) It has and will have enforceable written agreements with all of its employees who receive Confidential Information under this Agreement assigning to such Party ownership of all intellectual property rights created in the course of their employment.

Mutual Representations and Warranties. Each Party hereby represents, warrants, represents and covenants (as applicable) warrants to the other Party that as of the Effective Date of this Agreement: 12.1.1 It is duly organized and validly existing under the laws of its jurisdiction of incorporation or formation, and has full corporate or other power and authority to enter into this Agreement and to carry out the provisions hereof. Further, except for any approvals from Regulatory Authorities, pricing and/or reimbursement approvals, manufacturing approvals and/or similar approvals necessary for the Manufacture of Products, all necessary consents, approvals and authorizations of all Regulatory Authorities required to be obtained by such Party as of the Effective Date as follows: (a) It is a company or corporation duly organizedin connection with the execution, validly existing, delivery and in good standing under the laws performance of the jurisdiction in this Agreement to which it is incorporated, a party have been obtained by the Effective Date. 12.1.2 It is duly authorized to execute and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in deliver this Agreement, including the right and to grant the licenses granted by it hereunder. (b) It has the full corporate power and authority and the legal right to enter into this Agreement and perform its obligations hereunder. It has taken all necessary corporate action , and the person or persons executing this Agreement on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder. This Agreement behalf has been duly executed authorized to do so by all requisite corporate action. 12.1.3 This Agreement is legally binding upon it and delivered on behalf of such Party, and constitutes a legal, valid, and binding obligation of such Party that is enforceable against it in accordance with its terms. (c) It is . The execution, delivery and performance of this Agreement and does not a party to conflict with any agreement, outstanding orderinstrument or understanding, judgment oral or decree of any court written, to which it is a party and by which it may be bound, or Governmental Authority that would prevent it from granting the rights granted to the other Party under this Agreement with its charter or performing its obligations under this Agreementby-laws. (d) In the course of the Development of Products, such Party has not used prior to the Effective Date and shall not use, during the Term, any employee, agent or independent contractor who has been debarred by any Regulatory Authority, or, to the best of such Party’s knowledge, is the subject of debarment proceedings by a Regulatory Authority. (e) 12.1.4 It has not, and will not, after the Effective Date and not during the Term, grant any right to any Third Party that which would conflict with the rights granted to the other Party hereunder. It has (or will have at the time performance is due) maintained and will maintain and keep in full force and effect all agreements (including license agreements) and filings (including patent filings) necessary in such Party’s reasonable judgment to perform its obligations hereunder. Further, (a) the execution and delivery of this Agreement by such Party, (b) the performance of such Party’s obligations hereunder, do not conflict with or violate any requirement of applicable laws or regulations existing as of the Effective Date and applicable to such Party. 12.1.5 Neither Party nor any of its Affiliates has been debarred or is subject to debarment and neither Party nor any of its Affiliates will use in any capacity, in connection with this Agreement or, in the case of Tekmira, in connection with the Supply Services, any person or entity that has been debarred pursuant to Section 306 of the United States Federal Food, Drug, and Cosmetic Act, or that is the subject of a conviction described in such section. Each Party agrees to inform the other Party in writing immediately if it or any Person that is performing activities in connection with this Agreement is debarred or is the subject of a conviction described in Section 306, or if any action, suit, claim, investigation or legal or administrative proceeding is pending or, to the best of the notifying Party’s knowledge, is threatened, relating to the debarment or conviction of the notifying Party or any person or entity used in any capacity by such Party or any of its Affiliates in connection with this Agreement or the Supply Services provided hereunder.

Mutual Representations and Warranties. Each Party hereby represents, warrants, represents and covenants (as applicable) warrants to the other Party Party, as of the Effective Date Date, as follows: (a) It such Party is a company or corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction of its incorporation, is qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on conduct of its business as it is now being conducted or the ownership of its properties requires such qualification and as contemplated in failure to have such would prevent such Party from performing its obligations under this Agreement, including the right to grant the licenses granted by it hereunder.; (b) It has the full corporate power execution, delivery and authority and the legal right to enter into performance of this Agreement and perform its obligations hereunder. It has taken by such Party have been duly authorized by all necessary corporate action action, and this Agreement is a legal and valid obligation binding on such Party and enforceable in accordance with its part terms and does not: (i) to such Party’s knowledge and belief, violate any law, rule, regulation, order, writ, judgment, decree, determination or award of any court, governmental body or administrative or other agency having jurisdiction over such Party; nor (ii) conflict with, or constitute a default under, any agreement, instrument or understanding, oral or written, to which such Party is a party or by which it is bound; (c) such Party has obtained, or is not required to authorize obtain, the consent, approval, order or authorization of any Third Party, or has completed, or is not required to complete, any registration, qualification, designation, declaration or filing with any Regulatory Authority or governmental authority in connection with the execution and delivery of this Agreement and the performance of its obligations hereunder. This Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid, and binding obligation of by such Party that is enforceable against it in accordance with its terms. (c) It is not a party to any agreement, outstanding order, judgment or decree of any court or Governmental Authority that would prevent it from granting the rights granted to the other Party under this Agreement or performing its obligations under this Agreement., except as contemplated under the Regulatory Plan; and (d) In the course of the Development of Products, such Party has not used prior the right to grant the Effective Date rights contemplated under this Agreement and shall not use, during the Term, any employee, agent or independent contractor who has been debarred by any Regulatory Authority, or, to the best of such Party’s knowledge, is the subject of debarment proceedings by a Regulatory Authority. (e) It has not, and will not, after the Effective Date and not during the Term, grant any right to any Third Party that would conflict with the rights granted to the other Party hereunder.

Mutual Representations and Warranties. Each Party hereby represents, warrants, represents and covenants (as applicable) warrants to the other Party that as of the Effective Date as followsDate: (a) 9.1.1 It is a company or corporation duly organized, organized and validly existing, and in good standing existing under the laws of the its jurisdiction in which it is incorporatedof incorporation or formation, and has full corporate or other power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including the right to grant the licenses granted by it hereunder. (b) It has the full corporate power and authority and the legal right to enter into this Agreement Agreement, and to carry out the provisions hereof. 9.1.2 It is duly authorized to execute and deliver this Agreement, and to perform its obligations hereunder. It has taken all necessary corporate action , and the person or persons executing this Agreement on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder. This Agreement behalf has been duly executed authorized to do so by all requisite corporate action. 9.1.3 This Agreement is legally binding upon it and delivered on behalf of such Party, and constitutes a legal, valid, and binding obligation of such Party that is enforceable against it in accordance with its terms. (c) It is . The execution, delivery and performance of this Agreement by it does not a party to conflict with any agreement, outstanding orderinstrument or understanding, judgment oral or decree of any court written, to which it is a party and by which it may be bound, or Governmental Authority that would prevent it from granting the rights granted to the other Party under this Agreement with its charter or performing its obligations under this Agreementby-laws. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. (d) In the course of the Development of Products, such Party 9.1.4 It has not used prior to the Effective Date granted, and shall will not usegrant, during the Term, any employee, agent or independent contractor who has been debarred by any Regulatory Authority, or, to the best of such Party’s knowledge, is the subject of debarment proceedings by a Regulatory Authority. (e) It has not, and will not, after the Effective Date and during the Term, grant any right to any Affiliate or Third Party that would conflict with the rights granted to the other Party hereunder. 9.1.5 Neither it nor any of its Affiliates has been debarred or is subject to debarment.

Mutual Representations and Warranties. Each Party hereby represents, warrants, and covenants (as applicable) to the other Party as of the Effective Date as follows: (a) It As of the Execution Date and the Effective Date, is a company or corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction in which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including the right to grant the licenses granted by it hereunder.; (b) It As of the Execution Date and the Effective Date, it has the full corporate power and authority and the legal right to enter into this Agreement and perform its obligations hereunder. It has taken all necessary corporate action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder. This Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid, and binding obligation of such Party that is enforceable against it in accordance with its terms.; (c) It is As of the Execution Date and the Effective Date, the execution, delivery and performance of this Agreement by such Party (i) are not prohibited or limited by, and shall not result in the breach of or a party default under, any provision of the certificate or articles of incorporation or bylaws of such Party; (ii) do not conflict with any Applicable Law applicable to such Party; and (iii) do not conflict with, result in a breach of or constitute a default under any agreement, outstanding agreement binding on such Party or any applicable order, judgment writ, injunction or decree of any court or Governmental Authority that would prevent it from granting to which such Party is a party or by which such Party is bound. Such Party has not previously granted any rights in conflict with the rights and licenses granted by it herein. As of the Effective Date, except with respect to the other Existing License Agreements, there are no existing agreements, options, commitments or rights with, of or to any Person to acquire or obtain any rights with respect to such Party’s intellectual property rights in conflict with the rights and licenses granted by such Party under this Agreement or performing its obligations under this Agreement.herein; (d) In the course of the Development development of ProductsLyell Technology, such Party including Lyell Anti-Exhaustion Technology, Lyell has not used prior to the Effective Execution Date and neither Party shall not use, during the Term, any employee, agent or independent contractor who has been debarred by any Regulatory Authority, or, to the best of such Party’s knowledge, is the subject of debarment proceedings by a Regulatory Authority.; (e) It has not, and will not, after the Effective Execution Date and during the Term, grant any right to any Third Party that would conflict with the rights granted to the other Party hereunder; and (f) Except for any filings that may be required to comply with the HSR Act or with respect to Regulatory Authorities to perform the transactions contemplated hereby, it is not and will not be required to give any notice to any Governmental Authority or obtain any approval in connection with the execution and delivery of this Agreement or the consummation or performance of any of the transactions contemplated hereby.

Mutual Representations and Warranties. Each Party hereby representsKadmon and AbbVie, warrantseach for itself and its Affiliates, represent and covenants (as applicable) warrant to the other Party as of the Effective Date as followsDate: (a) It the execution, delivery to the other Party and performance by it of this Agreement and its compliance with the terms and provisions of this Agreement do not and will not conflict, in any material respect, with, or result in a breach of, any of the terms or provisions of: (i) any other contractual obligations of, or contractual prohibitions on, such Party, including any settlement agreements; (ii) the provisions of its charter, operating documents or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which it or any of its property is bound except where such breach or conflict would not materially impact the warranting Party’s ability to meet its obligations hereunder; b) this Agreement is a company legal and valid obligation binding upon such Party and enforceable in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or corporation similar laws affecting creditors’ rights generally and by general principles of equity; c) such Party is duly organized, validly existing, existing and in good standing under the laws of the state or other jurisdiction in which it is incorporated, of incorporation or formation and has full corporate or limited liability company, as the case may be, power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including the right to grant the licenses granted by it hereunder. (b) It has the full corporate power and authority and the legal right to enter into this Agreement and perform its obligations hereunder. It has taken to carry out the provisions hereof; d) such Party is duly authorized, by all necessary requisite corporate action on its part required action, to authorize the execution execute and delivery of deliver this Agreement and the execution, delivery and performance of its obligations hereunder. This this Agreement has been duly executed by such Party does not require any shareholder action or approval, and delivered the person executing this Agreement on behalf of such PartyParty is duly authorized to do so by all requisite corporate or limited liability company, and constitutes a legalas the case may be, validaction; e) no consent, and binding obligation approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of such Party that is enforceable against it in accordance connection with its terms. (c) It is not a party to any agreementthe valid execution, outstanding order, judgment or decree delivery and performance of any court or Governmental Authority that would prevent it from granting the rights granted to the other Party under this Agreement or performing its obligations under this Agreement.; and (df) In the course of the Development of Products, such Party has not used prior been, and no Person currently or formerly working for such Party and involved in the development, manufacture or commercialization of the Product has been: i. debarred, disqualified or excluded by the FDA (or subject to the Effective Date and shall not use, during the Term, any employee, agent or independent contractor who has been debarred a similar sanction by any Regulatory Authority, or, to regulatory authority outside the best of such Party’s knowledge, is Territory); ii. the subject of debarment proceedings an FDA debarment, disqualification or exclusion investigation or proceeding (or similar proceeding by a Regulatory Authority.any regulatory authority outside the Territory) and iii. each Party shall immediately, within one (e1) It has notBusiness Day, and will not, after the Effective Date and during the Term, grant any right to any Third Party that would conflict with the rights granted to notify the other in the event that it or any Person working for such Party hereundershould become debarred, disqualified or excluded or the subject of an FDA debarment, disqualification or exclusion investigation or proceeding.

Mutual Representations and Warranties. Each Party hereby represents, warrants, represents and covenants (as applicable) warrants to the other Party as of (and acknowledges that the Effective Date as followsother Party is relying on such representations and warranties in connection with entering into this Agreement) that: (a) It such Party is a company or corporation duly organizedincorporated, validly existing, existing and in good standing under the laws Laws of the its jurisdiction of incorporation and is qualified to do business in all jurisdictions in which it qualification is incorporated, necessary in order to transact its business and perform its obligations set out in this Agreement; (b) such Party has full all requisite corporate power and authority and the legal right to own own, lease and operate its property properties and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including the right to grant the licenses granted by it hereunder.it; (bc) It has the full corporate power and authority and the legal right to enter into person executing this Agreement and each Statement of Work on its behalf has express authority to do so and to bind the Party; (d) it has obtained all necessary approvals, consents and authorizations to enter into, and to perform its obligations hereunder. It has taken all necessary corporate action on its part required to authorize the execution and delivery of under, this Agreement and each Statement of Work; (e) it is not under any current obligation or restriction, nor will it knowingly assume any such obligation or restriction, that does or could interfere with the performance of its obligations hereunder. This Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid, and binding obligation of such Party that is enforceable against it in accordance with its terms. (c) It is not a party to any agreement, outstanding order, judgment or decree of any court or Governmental Authority that would prevent it from granting the rights granted to the other Party under this Agreement in any material respect; (f) the execution, delivery, and performance of this Agreement or performing any Statement of Work does not violate in any material respect any provision of any bylaw, charter, regulation, or any other governing authority of the Party, or any other agreement to which it is a party, and its obligations under this Agreement., including each Statement of Work, are valid and binding obligations; and (dg) In the course of the Development of Products, such Party has it is not used prior to the Effective Date and shall not use, during the Term, any employee, agent insolvent or independent contractor who has been debarred by any Regulatory Authority, or, to the best of such Party’s knowledge, is the subject of debarment any insolvency, winding up or similar proceedings by a Regulatory Authorityin its country of incorporation. (e) It has not, and will not, after the Effective Date and during the Term, grant any right to any Third Party that would conflict with the rights granted to the other Party hereunder.

Mutual Representations and Warranties. Each Party hereby representsrepresents and warrants that, warrants, and covenants (as applicable) to the other Party as of the Effective Date as followsand continuing throughout the Term: (a) It is a company or corporation duly organizedincorporated, validly existing, existing and is in good standing under the laws of the jurisdiction state in which it is incorporated, and is qualified as a foreign corporation and in good standing in each other jurisdiction where the failure to be so would have a material adverse effect on its business or its ability to perform its obligations under this Master Agreement or any Service Agreement to which it is a party. (b) It has full all necessary corporate power and authority and the legal right to own own, lease and operate its property and assets and to carry on its business as it is now being presently conducted and as contemplated in it will be conducted pursuant to this Agreement, including the right Master Agreement and each Service Agreement to grant the licenses granted by which it hereunderis a party. (bc) It has the full all necessary corporate power and authority and the legal right to enter into this Master Agreement and each Service Agreement to which it is a party and to perform its obligations hereunder. It has taken all necessary corporate action on its part required to authorize hereunder and thereunder, and the execution and delivery of this Master Agreement and each Service Agreement to which it is a party, and the performance consummation of its obligations hereunder. This Agreement has the transactions contemplated hereby and thereby have been duly executed authorized by all necessary corporate actions on its part. (d) This Master Agreement and delivered on behalf of such Party, and each Service Agreement to which it is a party constitutes a legal, valid, valid and binding obligation of such Party that is Party, enforceable against it in accordance with its terms. (ce) It has not violated and it will not violate any applicable laws or regulation regarding the offering of unlawful inducement in connection with this Master Agreement or any Service Agreement. (f) It has and shall have the right and authority to use any software or other intellectual property provided by it in connection with the Services. (g) It is not a party to to, and is not bound or affected by or subject to, any instrument, agreement, outstanding ordercharter or by-law provision, law, rule, regulation, judgment or decree order which would be contravened or breached as a result of the execution of this Master Agreement, consummation of the transactions contemplated by this Master Agreement, or execution of, and consummation of the transaction contemplated by, any court or Governmental Authority that would prevent it from granting the rights granted to the other Party under this Agreement or performing its obligations under this fully executed Service Agreement. (d) In the course of the Development of Products, such Party has not used prior to the Effective Date and shall not use, during the Term, any employee, agent or independent contractor who has been debarred by any Regulatory Authority, or, to the best of such Party’s knowledge, is the subject of debarment proceedings by a Regulatory Authority. (e) It has not, and will not, after the Effective Date and during the Term, grant any right to any Third Party that would conflict with the rights granted to the other Party hereunder.

Mutual Representations and Warranties. Each Party hereby represents, warrants, represents and covenants (as applicable) warrants to the other Party Party, as of the Effective Date Date, as follows:set forth below. (i) Such Party (a) It is a company or corporation duly organized, validly existingorganized and subsisting under the applicable Law of its jurisdiction of organization, and in good standing under the laws of the jurisdiction in which it is incorporated, and (b) has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as it is contemplated in to be conducted by this Agreement, including the right to grant the licenses granted by it hereunder. (bii) It Such Party has the full corporate power and power, authority and the legal right right, and is free to enter into this Agreement and, in so doing, will not violate any other agreement to which such Party is a party as of the Effective Date. (iii) This Agreement has been duly executed and perform delivered on behalf of such Party and constitutes a legal, valid, and binding obligation of such Party and is enforceable against it in accordance with its obligations hereunder. It terms, subject to the effects of bankruptcy, insolvency, or other applicable Law of general application affecting the enforcement of creditor rights and judicial principles affecting the availability of specific performance and general principles of equity. (iv) Such Party has taken all necessary corporate action on its part necessary to authorize the execution and delivery of this Agreement. (v) Except with respect to Marketing Approvals for the Licensed Product or as otherwise described in this Agreement, such Party has obtained all necessary consents, approvals, and authorizations of all Regulatory Authorities and other Third Parties required to authorize be obtained by such Party in connection with the execution and delivery of this Agreement and the performance of its obligations hereunder. This . (vi) The execution and delivery of this Agreement has been duly executed and delivered on behalf the performance of such Party’s obligations hereunder (i) do not conflict with or violate any requirement of applicable Law or any provision of the articles of incorporation, bylaws, limited partnership agreement, or any similar instrument of such Party, and constitutes a legalas applicable, validin any material way, and binding (ii) do not conflict with, violate, or breach or constitute a default or require any consent under, any applicable Law or any contractual obligation of or court or administrative order by which such Party that is enforceable against it in accordance with its termsbound. (c) It is not a party to any agreement, outstanding order, judgment or decree of any court or Governmental Authority that would prevent it from granting the rights granted to the other Party under this Agreement or performing its obligations under this Agreement. (d) In the course of the Development of Products, such Party has not used prior to the Effective Date and shall not use, during the Term, any employee, agent or independent contractor who has been debarred by any Regulatory Authority, or, to the best of such Party’s knowledge, is the subject of debarment proceedings by a Regulatory Authority. (e) It has not, and will not, after the Effective Date and during the Term, grant any right to any Third Party that would conflict with the rights granted to the other Party hereunder.

Mutual Representations and Warranties. Each Party hereby representsrepresents and warrants that, warrants, and covenants (as applicable) to the other Party as of the Effective Date as followsand continuing throughout the Term: (a) It is a company or corporation duly organizedincorporated, validly existing, existing and is in good standing under the laws of the jurisdiction state in which it is incorporated, and is in good standing in each other jurisdiction where the failure to be in good standing would have a material adverse effect on its business or its ability to perform its obligations under this Master Agreement or any Service Agreement to which it is a party. (b) It has full all necessary corporate power and authority and the legal right to own own, lease and operate its property and assets and to carry on its business as it is now being presently conducted and as contemplated in it will be conducted pursuant to this Agreement, including the right Master Agreement and each Service Agreement to grant the licenses granted by which it hereunderis a party. (bc) It has the full all necessary corporate power and authority and the legal right to enter into this Master Agreement and each Service Agreement to which it is a party and to perform its obligations hereunder. It has taken all necessary corporate action on its part required to authorize thereunder, and the execution and delivery of this Master Agreement and each Service Agreement to which it is a party and the performance consummation of its obligations hereunder. This Agreement has this transactions contemplated thereby have been duly executed authorized by all necessary corporate actions on its part. (d) This Master Agreement and delivered on behalf of such Party, and each Service Agreement to which it is a party constitutes a legal, valid, valid and binding obligation of such Party that is Party, enforceable against it in accordance with its terms. (ce) It has not violated and it will not violate any applicable laws or regulation, or another Party's reasonable policies of which it has been notified, regarding the offering of unlawful inducement in connection with this Master Agreement or any Service Agreement. (f) It has and shall have the right and authority to use any software or other intellectual property provided by it in connection with the Services. (g) It is not a party to to, and is not bound or affected by or subject to, any instrument, agreement, outstanding ordercharter or by-law provision, law, rule, regulation, judgment or decree order which would be contravened or breached as a result of the execution of this Master Agreement, consummation of the transactions contemplated by this Master Agreement, or execution of any court or Governmental Authority that would prevent it from granting the rights granted to the other Party under this Agreement or performing its obligations under this fully executed Service Agreement. (d) In the course of the Development of Products, such Party has not used prior to the Effective Date and shall not use, during the Term, any employee, agent or independent contractor who has been debarred by any Regulatory Authority, or, to the best of such Party’s knowledge, is the subject of debarment proceedings by a Regulatory Authority. (e) It has not, and will not, after the Effective Date and during the Term, grant any right to any Third Party that would conflict with the rights granted to the other Party hereunder.. MASTER SERVICES AGREEMENT -25- -Confidential-

Mutual Representations and Warranties. Each Party hereby represents, warrants, and covenants (as applicable) to the other Party as of the Effective Date as follows: (a) It is a company or corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction in which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including the right to grant the licenses granted by it hereunder. (b) It has the full corporate power and authority and the legal right to enter into this Agreement and perform its obligations hereunder. It has taken all necessary corporate action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder. This Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid, and binding obligation of such Party that is enforceable against it in accordance with its terms. (c) It is not a party to any agreement, outstanding order, judgment or decree of any court or Governmental Authority that would prevent it from granting the rights granted to the other Party under this Agreement or performing its obligations under this Agreement. (d) In the course of the Development of Licensed Products, such Party has not used prior to the Effective Date and shall not use, during the Term, any employee, agent or independent contractor who has been debarred by any Regulatory Authority, or, to the best of such Party’s knowledge, is the subject of debarment proceedings by a Regulatory Authority. (e) It has not, and will not, after the Effective Date and during the Term, grant any right to any Third Party that would conflict with the rights granted to the other Party hereunder. (f) The execution and delivery of this Agreement and the performance of such Party’s obligations hereunder do not conflict with, violate, or breach or constitute a default or require any consent not already obtained under, any contractual obligation or court or administrative order by which such Party is bound. (g) It has and will have enforceable written agreements with all of its employees who receive Confidential Information under this Agreement assigning to such Party ownership of all Intellectual Property Rights created in the course of their employment. (h) All information and data provided by or on behalf of it to the other Party on or before the Effective Date in contemplation of this Agreement was provided in good faith and, to its knowledge, (i) is accurate and complete in all material respects and (ii) it has not failed to disclose (or cause to be disclosed) any material information or data that could reasonably be expected to cause the information and data that has been disclosed to the other Party on or before the Effective Date to be misleading in any material respect. Certain confidential information contained in this document, marked by [****], has been omitted because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential.

Mutual Representations and Warranties. Each Party hereby representsAs of the date of this Agreement, warrantsDealerTrack represents and warrants to CreditReportPlus, and covenants (as applicable) CreditReportPlus represents and warrants to the other Party as of the Effective Date as followsDealerTrack that: (a) It is a company or duly organized and a validly existing corporation duly organized, validly existing, that is qualified and licensed in good standing under the laws of the jurisdiction in which all states where it is incorporated, and has full corporate power and authority and necessary for the legal right to own and operate transaction of its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including the right to grant the licenses granted by it hereunder.business; (b) It has the requisite power, authority, and legal right to execute and deliver this Agreement, and perform and observe the terms and conditions of this Agreement. The person signing this Agreement has full corporate power and authority to bind the Party it represents. The execution, delivery, and the legal right to enter into this Agreement and perform its obligations hereunder. It has taken all necessary corporate action on its part required to authorize the execution and delivery performance of this Agreement have been duly authorized by all necessary and appropriate corporate actions on the part of the Party. No consent, approval, authorization or order of, registration or filing with, or notice to any governmental authority or court is required under Applicable Law to effectuate the execution, delivery, and performance by the Party of its obligations hereunder. this Agreement; (c) This Agreement has been duly authorized and executed by each Party and delivered on behalf of such Party, and constitutes a legal, this Agreement is valid, binding and binding obligation of such Party that is enforceable against it each Party in accordance with its terms. , except that such enforcement may be subject to bankruptcy or other similar laws or by general principles of equity. The execution, delivery, and performance by each Party of this Agreement does not conflict with any term or provision of: (ci) It is not a party to its certificate of incorporation or by-laws; (ii) any agreementmaterial law, outstanding rule, regulation, order, judgment judgment, writ, injunction, or decree of any court court, regulatory body, administrative agency, or Governmental Authority that would prevent it from granting the rights granted governmental body having jurisdiction as now or as may become effective over either Party, including but not limited to the other Applicable Law; or (iii) any agreement to which a Party under this Agreement is a Party or performing by which its obligations under this Agreement.property is bound; (d) In the course of the Development of ProductsThere is no action, such Party has not used prior to the Effective Date and shall not useproceeding, during the Term, any employee, agent or independent contractor who has been debarred by any Regulatory Authority, investigation pending or, to the best knowledge of such each Party’s knowledge, is threatened against it, before any court, administrative agency, or other tribunal which could reasonably be expected to materially and adversely affect the subject other Party's performance of debarment proceedings by a Regulatory Authority.its obligations under, or the validity or enforceability of, this Agreement; and (e) It has notTHE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 10.1 ARE THE ONLY WARRANTIES MADE BY THE PARTIES TO EACH OTHER. THE WARRANTIES ARE IN LIEU OF, and will notAND EACH PARTY EXPRESSLY DISCLAIMS, after the Effective Date and during the TermALL OTHER WARRANTIES, grant any right to any Third Party that would conflict with the rights granted to the other Party hereunderEXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR FITNESS FOR SECURITIZATION OR OTHER SECONDARY FINANCING TRANSACTIONS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE PARTIES SPECIFICALLY DISCLAIM ANY REPRESENTATION OR WARRANTY: (i) THAT THEIR SYSTEM AND SERVICES, WILL PERFORM WITHOUT INTERRUPTION OR BE ERROR-FREE; (ii) THAT THEIR SERVICE MEETS THE OTHER PARTY'S REQUIREMENTS; OR (iii) THAT ANY OR ALL OF THE DATA PROVIDED THROUGH THE DEALERTRACK/CREDITREPORTPLUS INTERFACE IS ACCURATE, UP-TO-DATE, OR COMPLETE. ALL DATA AND INFORMATION PROVIDED THROUGH THE DEALERTRACK/CREDITREPORTPLUS INTERFACE IS PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS, WITHOUT EXPRESS OR IMPLIED WARRANTIES OF ANY KIND.

Mutual Representations and Warranties. Each Party hereby represents, warrants, NPS and covenants (as applicable) Nycomed each represents and warrants to the other Party that, as of the Effective Date as followsDate: (a) It is a company or corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction in which it is incorporated, and has full corporate right, power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including the right to grant the licenses granted by it hereunder. (b) It has the full corporate power and authority and the legal right to enter into this Agreement and to perform its respective obligations hereunder. It under this Agreement and that it has taken the right to grant to the other the licenses and sublicenses granted pursuant to this Agreement; (b) except for any Regulatory Approvals, manufacturing approvals, antitrust approvals and/or similar approvals necessary for the Development, Manufacture or Commercialization of Product, all necessary corporate action on its part consents, approvals and authorizations of all Governmental Authorities and other persons required to authorize be obtained by it as of the Effective Date in connection with the execution, delivery and performance of this Agreement have been obtained; (c) notwithstanding anything to the contrary in this Agreement, the execution and delivery of this Agreement and by such Party, the performance of such Party’s obligations hereunder and the licenses and sublicenses to be granted by such Party pursuant to this Agreement (a) do not conflict with or violate any requirement of applicable laws or regulations existing as of the Effective Date and applicable to such Party and (b) do not conflict with, violate, breach or constitute a default under, and are not prohibited or materially restricted by, any contractual obligations of such Party or any of its obligations hereunder. This Affiliates existing as of the Effective Date; (d) such Party is duly authorized, by all requisite corporate action, to execute and deliver this Agreement has been duly executed and delivered the execution, delivery and performance of this Agreement by such Party does not require any shareholder action or approval or the approval or consent of any Third Party, and the Person executing this Agreement on behalf of such Party, Party is duly authorized to do so by all requisite corporate action; and (e) this Agreement is a legal and constitutes a legal, valid, valid obligation binding upon it and binding obligation of such Party that is enforceable against it in accordance with its terms. (c) It is not a party to any agreement, outstanding order, judgment or decree of any court or Governmental Authority that would prevent it from granting the rights granted to the other Party under this Agreement or performing its obligations under this Agreement. (d) In the course of the Development of Products, such Party has not used prior to the Effective Date and shall not use, during the Term, any employee, agent or independent contractor who has been debarred by any Regulatory Authority, or, to the best of such Party’s knowledge, is the subject of debarment proceedings by a Regulatory Authority. (e) It has not, and will not, after the Effective Date and during the Term, grant any right to any Third Party that would conflict with the rights granted to the other Party hereunder.

Mutual Representations and Warranties. Each Party of the Parties hereby represents, warrants, warrants and covenants (as applicable) to the other Party as of the Effective Date as follows: (a) It is a company or corporation an entity duly organized, validly existing, existing and is in good standing under the laws of the jurisdiction in which it is incorporatedits jurisdictions of formation, and has full corporate all requisite power and authority authority, corporate or otherwise, to execute, deliver and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in perform this Agreement, including the right to grant the licenses granted by it hereunder. (b) It has the full corporate power The execution, delivery and authority and the legal right to enter into performance of this Agreement and perform its obligations hereunder. It has taken have been duly authorized by all necessary corporate action on and do not and will not (i) require any consent or approval of its part required stockholders, (ii) violate any provision of any Applicable Law or any provision of its certificate of incorporation, by-laws or other founding document, or (iii) result in a breach of or constitute a default under any material agreement, mortgage, lease, license, CONFIDENTIAL TREATMENT REQUESTED UNDER C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.406. [****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION. permit or other instrument or obligation to authorize which it is a party or by which it or its properties may be bound or affected. (c) It (and its Affiliates) are not currently debarred, suspended or otherwise excluded by any government agency from receiving government contracts in the execution Territory, nor is it, or its Affiliates or any of its employees debarred under the applicable provisions of the Food, Drug, and delivery Cosmetic Act. (d) It is not under any obligation to any Third Party, or entity, contractual or otherwise, that is conflicting or inconsistent in any respect with the terms of this Agreement or that would impede the diligent and the performance complete fulfillment of its obligations hereunder. . (e) This Agreement has been duly executed and delivered on behalf of such Party, and constitutes is a legal, valid, valid and binding obligation of such Party that is Party, enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws, from time to time in effect, affecting creditor’s rights generally. (c) It is not a party to any agreement, outstanding order, judgment or decree of any court or Governmental Authority that would prevent it from granting the rights granted to the other Party under this Agreement or performing its obligations under this Agreement. (d) In the course of the Development of Products, such Party has not used prior to the Effective Date and shall not use, during the Term, any employee, agent or independent contractor who has been debarred by any Regulatory Authority, or, to the best of such Party’s knowledge, is the subject of debarment proceedings by a Regulatory Authority. (e) It has not, and will not, after the Effective Date and during the Term, grant any right to any Third Party that would conflict with the rights granted to the other Party hereunder.

Mutual Representations and Warranties. Each Party hereby represents, warrants, represents and covenants (as applicable) warrants to the other Party as of the Effective Date as followsthat: (a) 11.1.1 It is a company duly organized and validly existing under the laws of its jurisdiction of incorporation or corporation formation; 11.1.2 It has full corporate or other power and is duly organized, validly existingauthorized to execute and deliver this Agreement and to perform its obligations hereunder, and the person(s) executing this Agreement on its behalf has been duly authorized to do so by all requisite corporate or partnership action; 11.1.3 This Agreement is legally binding upon it and enforceable in good standing accordance with its terms; 11.1.4 Neither this Agreement nor such Party’s performance of its obligations hereunder conflicts with any material agreement, instrument or understanding, oral or written, to which it is a Party or by which it may be bound, or violates any material law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it; 11.1.5 All of such Party’s employees or contractors acting on its behalf pursuant to this Agreement are obligated under a binding written agreement to assign to such Party or its designee all Inventions; and 11.1.6 Neither Party nor their respective Affiliates have been debarred by the FDA under the Generic Drug Enforcement Act of 1992 (or by any analogous agency or under any analogous law or regulation), and neither Party, or to its Knowledge, any of its current officers or directors, have ever been convicted of a felony under the laws of the jurisdiction in which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including the right to grant the licenses granted by it hereunder. (b) It has the full corporate power and authority and the legal right to enter into this Agreement and perform its obligations hereunder. It has taken all necessary corporate action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder. This Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid, and binding obligation of such Party that is enforceable against it in accordance with its terms. (c) It is not a party to any agreement, outstanding order, judgment or decree of any court or Governmental Authority that would prevent it from granting the rights granted United States for conduct relating to the development or approval of a drug product or relating to the marketing or sale of a drug product; provided, further, to each Party’s Knowledge, no individual, company, partnership or other Party under this Agreement legal entity debarred by FDA or performing its obligations any other governmental authority will participate in the Development or Commercialization activities under this Agreement. (d) In the course of the Development of Products, such Party has not used prior to the Effective Date and shall not use, during the Term, any employee, agent or independent contractor who has been debarred by any Regulatory Authority, or, to the best of such Party’s knowledge, is the subject of debarment proceedings by a Regulatory Authority. (e) It has not, and will not, after the Effective Date and during the Term, grant any right to any Third Party that would conflict with the rights granted to the other Party hereunder.

Mutual Representations and Warranties. Each Party hereby represents, warrants, and covenants (as applicable) to the other Party as of the Effective Date as follows: (a) It is a company or corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction in which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including the right to grant the licenses granted by it hereunder. (b) It has the full corporate power and authority and the legal right to enter into this Agreement and perform its obligations hereunder. It has taken all necessary corporate action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder. This Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid, and binding obligation of such Party that is enforceable against it in accordance with its terms. (c) It is not a party to any agreement, outstanding order, judgment or decree of any court or Governmental Authority that would prevent it from granting the rights granted to the other Party under this Agreement or performing its obligations under this Agreement. (d) In the course of the Development of Products, such Party has not used prior to the Effective Date and shall not use, during the Term, any employee, agent or independent contractor who has been debarred by any Regulatory Governmental Authority, or, to the best of such Party’s knowledge, is the subject of debarment proceedings by a Regulatory Governmental Authority. (e) It has not, and will not, after the Effective Date and not during the Term, grant any right to any Third Party that would conflict with the rights granted to the other Party hereunder. (f) The execution and delivery of this Agreement and the performance of such Party’s obligations hereunder do not conflict with, violate, or breach or constitute a default or require any consent not already obtained under, any contractual obligation or court or administrative order by which such Party is bound. (g) It has and will have enforceable written agreements with all of its employees who receive Confidential Information under this Agreement assigning to such Party ownership of all intellectual property rights created in the course of their employment.

Mutual Representations and Warranties. Each Party hereby represents, warrants, represents and covenants (as applicable) warrants to the other Party that, as of the Effective Date as follows: Date: (ai) It it is a company or corporation duly organized, validly existing, existing and in good standing under the laws Laws of the jurisdiction in which it is incorporated, of its incorporation and has full all requisite corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including the right to grant the licenses granted by it hereunder. (b) It has the full corporate power and authority and the legal right to enter into this Agreement and to perform its obligations hereunder. It has taken all necessary corporate action on its part required to authorize the under this Agreement, (ii) execution and delivery of this Agreement and the performance by such Party of its obligations hereunder. This hereunder have been duly authorized, (iii) this Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid, is legally binding and binding obligation of such enforceable on each Party that is enforceable against it in accordance with its terms. , (civ) It the performance of this Agreement by it does not create a breach or default under any other agreement to which it is a Party, (v) the execution, delivery and performance of this Agreement by such Party does not a party to conflict with any agreement, outstanding orderinstrument or understanding, judgment oral or decree written, to which it is a party or by which it is bound, nor violate any Law or regulation of any court, governmental body or administrative or other agency having jurisdiction over such Party, (vi) no government authorization, consent, approval, license, exemption of or filing or registration with any court or Governmental Authority that would prevent it from granting governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, under any Laws currently in effect, is or will be necessary for, or in connection with, the rights granted to the other Party under transaction contemplated by this Agreement or performing any other agreement or instrument executed in connection herewith, or for the performance by it of its obligations under this Agreement. Agreement and such other agreements, and (dvii) In the course neither such Party, nor any of the Development of Productsits employees, such Party has not used prior officers, subcontractors, or consultants who have rendered services relating to the Effective Date and shall not use, during the Term, any employee, agent or independent contractor who Licensed Adnectins: (a) has ever been debarred or is subject to debarment or convicted of a crime for which an entity or person could be debarred by any Regulatory Authority, or, to the best of such Party’s knowledge, is the subject of debarment proceedings by FDA under 21 U.S.C. Section 335a or (b) has ever been under indictment for a Regulatory Authoritycrime for which a person or entity could be so debarred. (e) It has not, and will not, after the Effective Date and during the Term, grant any right to any Third Party that would conflict with the rights granted to the other Party hereunder.

Mutual Representations and Warranties. Each Party hereby represents, warrants, and covenants (as applicable) to the other Party as follows, as of the Effective Date as followsDate: (a) It is a company or corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction in which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including the right to grant the licenses granted by it hereunder. (b) It has the full corporate power and authority to execute and the legal right to enter into deliver this Agreement and to perform its obligations hereunder. It has taken all necessary corporate action on its part required to authorize , and the execution execution, delivery and delivery performance of this Agreement and the performance of its obligations hereunder. This Agreement has been duly executed and delivered validly authorized and approved by proper corporate action on behalf the part of such Party. Assuming due authorization, execution and delivery on the part of the other Party, this Agreement constitutes a legal, valid, valid and binding obligation of such Party that is Party, enforceable against it such Party, in accordance with its terms. (c) The execution and delivery of this Agreement by it and the performance by it contemplated hereunder will not violate any Applicable Laws, and, to its knowledge, it is in compliance in all material respects with all material Applicable Laws applicable to the subject matter of this Agreement. (d) It is not a party to any agreement, agreement or arrangement with any Third Party or under any obligation or restriction (including any outstanding order, judgment or decree of any court or Governmental Authority that would prevent it from granting the rights granted administrative agency) which in any way limits or conflicts with its ability to the other Party under this Agreement or performing fulfill any of its obligations under this Agreement. (de) In Except with respect to Regulatory Approvals for the course Development, Manufacturing or Commercialization of the Development of ProductsProduct or as otherwise described in this Agreement, (i) all necessary consents, approvals and authorizations of, and (ii) all notices to, and filings by such Party has not used prior with, all Governmental Authorities and other Persons required to be obtained or provided by such Party as of the Effective Date and shall not use, during the Term, any employee, agent or independent contractor who has been debarred by any Regulatory Authority, or, to the best of such Party’s knowledge, is the subject of debarment proceedings by a Regulatory Authority. (e) It has not, and will not, after the Effective Date and during the Term, grant any right to any Third Party that would conflict in connection with the rights granted to the other Party hereunderexecution, delivery and performance of this Agreement have been obtained and provided.

Mutual Representations and Warranties. Each Party hereby represents, warrants, and covenants (as applicable) to the other Party as follows, as of the Effective Date as followsDate: (a) It is a company or corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction in which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including the right to grant the licenses granted by it hereunder. (b) It has the full corporate or organizational power and authority and the legal right to enter into this Agreement and perform its obligations hereunder. It ; it has taken all necessary corporate or organizational action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder. This ; and this Agreement has been duly executed and delivered on behalf of such Partyits behalf, and constitutes a legal, valid, and binding obligation of such Party that is enforceable against it in accordance with its termsterms and this Agreement will not violate (i) such Party’s certificate of incorporation or bylaws, (ii) any agreement, instrument or contractual obligation to which such Party is bound in any material respect, (iii) any requirement of any applicable laws or regulation, or (iv) any order, writ, judgment, injunction, decree, determination or award of any court or governmental agency presently in effect applicable to such Party. (c) It is not a party to and will not enter into any agreement, outstanding order, judgment or decree of any court or Governmental Authority agreement that would materially prevent it from granting the rights granted to the other Party under this Agreement or performing its obligations under this Agreement. (d) In the course of the Development of Products, such Party has not used prior to the Effective Date and It shall not use, possess during the TermTerm all licenses, any employeeregistrations, agent or independent contractor who has been debarred permits and other authorizations required by any Regulatory AuthorityAuthority or other governmental body, orlaw, rule or regulation within the Territory to the best of such Party’s knowledge, is the subject of debarment proceedings by a Regulatory Authority. (e) It has not, and will not, after the Effective Date and during the Term, grant any right to any Third Party that would conflict fulfill its other obligations in accordance with the rights granted to the other Party hereunder.terms of this Agreement. _____ _____ (Initial) 13 (Initial)

Mutual Representations and Warranties. Each Party hereby represents, warrants, and covenants (as applicable) to the other Party as of the Effective Date as follows: (a) It is a company or corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction in which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including the right to grant the licenses granted by it hereunder. (b) It has the full corporate power and authority and the legal right to enter into this Agreement and perform its obligations hereunder. It has taken all necessary corporate action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder. This Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid, and binding obligation of such Party that is enforceable against it in accordance with its terms. (c) It is not a party to any agreement, outstanding order, judgment or decree of any court or Governmental Authority that would prevent it from granting the rights granted to the other Party under this Agreement or performing its obligations under this Agreement. (d) In the course of the Development of ProductsTarget Compounds to any Collaboration Target, such Party has not used prior to the Effective Date and shall not use, during the Term, any employee, agent or independent contractor who has been debarred by any Regulatory Authority, or, to the best of such Party’s knowledge, is the subject of debarment proceedings by a Regulatory Authority. (e) It has not, and will not, after the Effective Date and during the Term, grant any right to any Third Party that would conflict with the rights granted to the other Party hereunder.

Mutual Representations and Warranties. Each Party hereby representsrepresents and warrants that, warrants, and covenants (as applicable) to the other Party as of the Effective Date as followsof this Agreement: (a) It is a company or corporation duly organizedincorporated (or is any other form of legally recognized entity), validly existing, existing and is in good standing under the laws Laws of the jurisdiction in which it is incorporated, and is duly qualified and in good standing in each other jurisdiction where the failure to be so qualified and in good standing would have an adverse effect on its business, activities, ability to perform its obligations under this Agreement or any Statement of Work or compliance with any of its promises, representations and warranties hereunder. (b) It has full all necessary corporate power and authority and the legal right to own own, lease and operate its property and assets and to carry on its business as it is now being presently conducted and as contemplated in it will be conducted pursuant to this Agreement, including the right to grant the licenses granted by it hereunderAgreement and any Statement of Work. (bc) It has the full all necessary corporate power and authority and the legal right to enter into this Agreement and each Statement of Work and to perform its obligations hereunder. It has taken all necessary corporate action on its part required to authorize hereunder and thereunder, and the execution and delivery of this Agreement and each Statement of Work and the performance consummation of its obligations hereunder. the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate actions. (d) This Agreement has been duly executed and delivered on behalf each Statement of such Party, and Work constitutes a legal, valid, valid and binding obligation of such Party that is Party, enforceable against it in accordance with its termsterms except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors' rights generally. (ce) It is not a party to There are no threatened or actual claims or suits in connection with any agreementmatters, outstanding order, judgment or decree of any court or Governmental Authority including patents and other intellectual property matters that would prevent it from granting the rights granted materially adversely affect either Party’s ability to the other Party under this Agreement or performing perform its obligations under this Agreement. (d) In the course of the Development of Products, such Party has not used prior to the Effective Date and shall not use, during the Term, any employee, agent or independent contractor who has been debarred by any Regulatory Authority, or, to the best of such Party’s knowledge, is the subject of debarment proceedings by a Regulatory Authority. (e) It has not, and will not, after the Effective Date and during the Term, grant any right to any Third Party that would conflict with the rights granted to the other Party hereunder.

Mutual Representations and Warranties. Each Party hereby represents, warrants, represents and covenants (as applicable) warrants to the other Party that as of the Original Effective Date as follows: Date: (a) It it is a corporation or limited liability company or corporation duly organized, validly existing, organized and in good standing under the laws of the jurisdiction in which it is incorporatedof its incorporation or formation, and it has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as it is contemplated in to be conducted by this Agreement, including the right to grant the licenses granted by it hereunder. ; (b) It it has the full corporate right, power and authority and the legal right to enter into this Agreement and to grant the rights and licenses granted by it under this Agreement; (c) there are no existing or, to its knowledge, threatened actions, suits or claims pending with respect to the subject matter hereof or its right to enter into and perform its obligations hereunder. It under this Agreement; (d) it has taken all necessary corporate action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder. This under this Agreement; (e) this Agreement has been duly executed and delivered on behalf of such Partyit, and constitutes a legal, valid, and binding obligation of such Party that is obligation, enforceable against it in accordance with its terms. (c) It is not a party to any agreementthe terms hereof, outstanding order, judgment or decree of any court or Governmental Authority that would prevent it from granting the rights granted subject to the general principles of equity and to bankruptcy, insolvency, moratorium and other Party under similar laws affecting the enforcement of creditors’ rights generally; (f) all necessary consents, approvals and authorizations of all regulatory and governmental authorities other persons required to be obtained by it in connection with the execution and delivery of this Agreement or performing and the performance of its obligations under this AgreementAgreement have been obtained; and (g) the execution and delivery of this Agreement and the performance of its obligations hereunder do not conflict with, or constitute a default under any of its contractual obligations. (d) In the course of the Development of Products, such Party has not used prior to the Effective Date and shall not use, during the Term, any employee, agent or independent contractor who has been debarred by any Regulatory Authority, or, to the best of such Party’s knowledge, is the subject of debarment proceedings by a Regulatory Authority. (e) It has not, and will not, after the Effective Date and during the Term, grant any right to any Third Party that would conflict with the rights granted to the other Party hereunder.