Common use of Mutual Representations, Warranties and Covenants Clause in Contracts

Mutual Representations, Warranties and Covenants. Each of the Parties hereby represents and warrants to the other Party as of the Effective Date and, as applicable, hereinafter covenants that: (a) It is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and has all requisite power, authority, and legal right, and is free, to enter into this Agreement; (b) The execution, delivery, and performance of this Agreement by such Party have been duly authorized by all necessary corporate action and do not conflict with any agreement, obligation, instrument, or understanding, oral or written, to which it is a party or by which it is bound, nor violate any Applicable Law or any order, writ, judgment, injunction, decree, determination, or award of any Governmental Authority presently in effect applicable to such Party; (c) It is not aware of any government authorization, consent, approval, license, exemption of or filing or registration with any Governmental Authority under any Applicable Law, currently in effect, necessary for, or in connection with, the transactions contemplated by this Agreement or any other agreement or instrument executed in connection herewith, or for the performance by it of its obligations under this Agreement or such other agreements (save for Regulatory Approvals and similar authorizations from Governmental Authorities necessary for the Exploitation of the Compound and Products as contemplated hereunder), except as may be required to obtain clearance of this Agreement under the HSR Act; (d) It is not under any obligation, contractual or otherwise, to any party that conflicts with or is inconsistent in any material respect with the terms of this Agreement, or that would impede the diligent and complete fulfillment of its obligations hereunder; (e) This Agreement constitutes a legal, valid, and binding obligation of such representing Party and is enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, or other laws of general application affecting the enforcement of creditor rights and judicial principles affecting the availability of specific performance and general principles of equity, whether enforceability is considered a proceeding at law or equity; (f) There are no claims or investigations, pending or, to the knowledge of the representing Party, threatened against the representing Party or any of its Affiliates, at law or in equity, or before or by any Governmental Authority relating to the matters contemplated under this Agreement or that would materially adversely affect such representing Party’s ability to perform its obligations hereunder; (g) Neither such representing Party, nor any of its Affiliates, or its or their employees, officers, subcontractors or consultants who have rendered or shall render services relating to the Compound or Product (i) has ever been debarred or is subject to debarment or convicted of a crime for which an entity or person could be debarred under 21 U.S.C. Section 335a or (ii) has ever been under indictment for a crime for which a person or entity could be debarred under said Section 335a; and (h) The representing Party shall inform the other Party in writing promptly if during the Agreement Term it or any of its Affiliates, or its or their employees, officers, subcontractors or consultants who is rendering services related to the Compound or Product under this Agreement is debarred or is the subject of a conviction described in Section 306 of the FFDCA, or if any action, suit, claim, investigation or legal or administrative proceeding is pending or, to the representing Party’s knowledge, is threatened, relating to the debarment or conviction of the representing Party, any of its Affiliates or its or their employees, officers, subcontractors or consultants performing services hereunder.

Mutual Representations, Warranties and Covenants. Each of the Parties Party hereby represents and warrants to the other Party Party, as of the Effective Date andDate, as applicable, hereinafter covenants thatfollows: (a) It such Party is a corporation duly organized, validly existing and in good standing under the laws of its the jurisdiction of organizationits incorporation, and has all requisite power, authority, and legal right, is qualified to do business and is free, in good standing as a foreign corporation in each jurisdiction in which the conduct of its business or the ownership of its properties requires such qualification and failure to enter into have such would prevent such Party from performing its obligations under this Agreement; (b) The the execution, delivery, delivery and performance of this Agreement by such Party have been duly authorized by all necessary corporate action action, and do not this Agreement is a legal and valid obligation binding on such Party and enforceable in accordance with its 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 with, or constitute a default under, any agreement, obligation, instrument, instrument or understanding, oral or written, to which it such Party is a party or by which it is bound, nor violate any Applicable Law or any order, writ, judgment, injunction, decree, determination, or award of any Governmental Authority presently in effect applicable to such Party; (c) It such Party has obtained, or is not aware of any government authorizationrequired to obtain, the consent, approval, licenseorder or authorization of any Third Party, exemption of or has completed, or is not required to complete, any registration, qualification, designation, declaration or filing or registration with any Governmental Regulatory Authority under any Applicable Law, currently in effect, necessary for, or governmental authority in connection with, with the transactions contemplated by execution and delivery of this Agreement or any other agreement or instrument executed in connection herewith, or for and the performance by it such Party of its obligations under this Agreement or such other agreements (save for Regulatory Approvals and similar authorizations from Governmental Authorities necessary for the Exploitation of the Compound and Products as contemplated hereunder), except as may be required to obtain clearance of this Agreement under the HSR ActAgreement; (d) It such Party has the right to grant the rights contemplated under this Agreement and has not (and with respect to IceCure subject to the termination of AA Regulatory Approval as set forth in Section ‎5.1(a), provided, however, that this disclosure is without derogating Ice Cure’s undertakings in this Agreement), and will not under during the Term, grant any obligation, contractual or otherwise, right to any party Third Party that conflicts with or is inconsistent in any material respect would conflict with the terms of this Agreement, or that would impede rights granted to the diligent and complete fulfillment of its obligations other Party hereunder; (e) This Agreement constitutes a legalsuch Party is not debarred or disqualified under the United States Federal Food, validDrug and Cosmetic Act or related United States Applicable Laws or comparable Applicable Laws in the Territory and it does not, and binding obligation will not during the Term, employ or use the services of any Person who is debarred or disqualified, in connection with activities relating to the Product, and in the event that either Party becomes aware of the debarment or disqualification or threatened debarment or disqualification of any Person providing services to such representing Party, including the Party itself and its Affiliates, that directly or indirectly relate to activities under this Agreement, such Party shall immediately notify the other Party and is enforceable against it in accordance with its termsshall cease employing, subject to the effects of bankruptcy, insolvencycontracting with, or other laws of general application affecting the enforcement of creditor rights and judicial principles affecting the availability of specific performance and general principles of equity, whether enforceability is considered a proceeding at law or equityretaining any such person to perform any services under this Agreement; (f) There are no claims or investigations, pending or, to in the knowledge performance of the representing Party, threatened against the representing Party or any of its Affiliates, at law or in equity, or before or by any Governmental Authority relating to the matters contemplated under this Agreement or that would materially adversely affect such representing Party’s ability to perform its obligations hereunder, such Party shall comply in all material respects and shall cause its and its Affiliates’ employees and contractors to comply in all material respects with all Applicable Laws; (g) Neither such representing PartyParty and its Affiliates and their respective employees and contractors have not and shall not, nor directly or indirectly through Third Parties, pay, promise or offer to pay, or authorize the payment of, any money or give any promise or offer to give, or authorize the giving of anything of value to a Public Official or Entity or other Person for purpose of obtaining or retaining business for or with, or directing business to, any Person, including IceCure or Terumo; and, without any limitation to the foregoing, such Party and its Affiliates and their respective employees and contractors have not and shall not directly or indirectly promise, offer or provide any corrupt payment, illicit gratuity, emolument, bribe, kickback, illicit gift or hospitality or other illegal or unethical benefit to a Public Official or Entity or any other Person, and no political contributions or charitable donations have been or shall be given, offered, promised, or paid, that are in any way related to this Agreement; (h) such Party is aware of all applicable anti-corruption and anti-bribery laws, including the FCPA, and all applicable anti-corruption laws in effect in the countries in which such Party conducts or will conduct business, and such Party and its Affiliates and their respective employees and contractors shall not cause any of its Affiliatestheir respective employees or agents to be in violation of the FCPA, Export Control Laws or its or their employees, officers, subcontractors or consultants who have rendered or shall render services relating to the Compound or Product any other Applicable Laws; (i) has ever been debarred such Party shall fully cooperate and shall cause its Affiliates and their respective employees, contractors and subcontractors to cooperate fully with the other Party in ensuring compliance with the FCPA, Export Control Laws and all other similar Applicable Laws; (j) such Party shall maintain accurate and complete records of its receipts and expenses having to do with this Agreement, including records of payments to any Public Official or is subject to debarment Entity or convicted of a crime other Person, in accordance with generally accepted accounting principles, and shall make such books and accounting records available for which review by the other Party, or by an entity or person could be debarred under 21 U.S.C. Section 335a or (ii) has ever been under indictment for a crime for which a person or entity could be debarred under said Section 335aindependent party nominated by such other Party, at such other Party’s reasonable request; and (hk) The representing such Party shall inform immediately notify the other Party in writing promptly if during such Party has any information or suspicion that there may be a violation of the Agreement Term it FCPA, Export Control Laws or any other similar Applicable Law in connection with the performance of its Affiliates, or its or their employees, officers, subcontractors or consultants who is rendering services related to the Compound or Product under this Agreement is debarred or is the subject of a conviction described in Section 306 sale of the FFDCAProduct in the Territory; and (l) If either Party materially breaches any representation or warranty of this Section 10.1, or if the other Party shall have, in addition to any actionother rights and remedies available to it, suit, claim, investigation or legal or administrative proceeding is pending or, the right to the representing Party’s knowledge, is threatened, relating to the debarment or conviction of the representing Party, any of its Affiliates or its or their employees, officers, subcontractors or consultants performing services hereunderunilaterally and immediately terminate this Agreement.

Mutual Representations, Warranties and Covenants. Each of the Parties hereby represents Viela and warrants Hansoh, each for itself and its Affiliates, represent, warrant and covenant to the other Party as of the Effective Date and, as applicable, hereinafter covenants thatDate: (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 shall 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 such Party; (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 legal and valid obligation binding upon such Party and enforceable in accordance with its terms except as enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights and (ii) equitable principles of general applicability; (c) such Party is a corporation duly organized, validly existing and in good standing under the laws of its the state or other jurisdiction of organization, incorporation or formation and has all requisite power, authority, full corporate power and legal right, and is free, authority to enter into this AgreementAgreement and to carry out the provisions hereof except where failure to be in good standing would not materially impact the Party’s ability to meet its obligations hereunder; (bd) The such Party is duly authorized, by all requisite corporate action, to execute and deliver this Agreement and the execution, delivery, delivery and performance of this Agreement by such Party have been does not require any shareholder action or approval, and the Person executing this Agreement on behalf of such Party is duly authorized to do so by all necessary requisite corporate action and do not conflict with any agreement, obligation, instrument, or understanding, oral or written, to which it is a party or by which it is bound, nor violate any Applicable Law or any order, writ, judgment, injunction, decree, determination, or award of any Governmental Authority presently in effect applicable to such Party; (c) It is not aware of any government authorization, consent, approval, license, exemption of or filing or registration with any Governmental Authority under any Applicable Law, currently in effect, necessary for, or in connection with, the transactions contemplated by this Agreement or any other agreement or instrument executed in connection herewith, or for the performance by it of its obligations under this Agreement or such other agreements (save for Regulatory Approvals and similar authorizations from Governmental Authorities necessary for the Exploitation of the Compound and Products as contemplated hereunder), except as may be required to obtain clearance of this Agreement under the HSR Act; (d) It is not under any obligation, contractual or otherwise, to any party that conflicts with or is inconsistent in any material respect with the terms of this Agreement, or that would impede the diligent and complete fulfillment of its obligations hereunderaction; (e) This Agreement constitutes a legalno consent, validapproval, and binding obligation 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 representing Party in connection with the valid execution, delivery and is enforceable against it in accordance with its terms, subject to the effects performance of bankruptcy, insolvency, or other laws of general application affecting the enforcement of creditor rights and judicial principles affecting the availability of specific performance and general principles of equity, whether enforceability is considered a proceeding at law or equity;this Agreement; and (f) There are no claims in the course of performing its obligations or investigationsexercising its rights under this Agreement, pending shall, and shall cause its Affiliates, permitted sublicensees to, comply with all Applicable Laws, including as applicable, the applicable equivalent in the Territory to cGMP, Good Clinical Practice (GCP), Good Laboratory Practice (GLP), and Good Safety Practice (GSP) standards, and shall not employ or engage any party who has been debarred by any Regulatory Authority, or, to the knowledge of the representing Party, threatened against the representing Party or any of its Affiliates, at law or in equity, or before or by any Governmental Authority relating to the matters contemplated under this Agreement or that would materially adversely affect such representing Party’s ability to perform its obligations hereunder; (g) Neither such representing Party, nor any of its Affiliates, or its or their employees, officers, subcontractors or consultants who have rendered or shall render services relating to the Compound or Product (i) has ever been debarred or is subject to debarment or convicted of a crime for which an entity or person could be debarred under 21 U.S.C. Section 335a or (ii) has ever been under indictment for a crime for which a person or entity could be debarred under said Section 335a; and (h) The representing Party shall inform the other Party in writing promptly if during the Agreement Term it or any of its Affiliates, or its or their employees, officers, subcontractors or consultants who is rendering services related to the Compound or Product under this Agreement is debarred or is the subject of a conviction described in Section 306 of the FFDCA, or if any action, suit, claim, investigation or legal or administrative proceeding is pending or, to the representing Party’s knowledge, is threatened, relating to the subject of debarment or conviction of the representing Party, any of its Affiliates or its or their employees, officers, subcontractors or consultants performing services hereunderproceedings by a Regulatory Authority.

Mutual Representations, Warranties and Covenants. (a) Each of the Parties hereby Parties, severally and not jointly, represents and warrants to the each other Party that the following statements are true, correct, and complete as of the Effective Date anddate hereof (or, as applicableif later, hereinafter covenants that:the date that such Party (or if such Party is a Transferee, such Transferee) first became or becomes a Party): (ai) It it is a corporation duly organized, validly existing and in good standing under the laws of the state of its jurisdiction of organization, and has all requisite power, authority, and legal right, and is free, to enter into this Agreement; (b) The execution, delivery, and performance of this Agreement by such Party have been duly authorized by all necessary corporate action and do not conflict with any agreement, obligation, instrument, or understanding, oral or written, to which it is a party or by which it is bound, nor violate any Applicable Law or any order, writ, judgment, injunction, decree, determination, or award of any Governmental Authority presently in effect applicable to such Party; (c) It is not aware of any government authorization, consent, approval, license, exemption of or filing or registration with any Governmental Authority under any Applicable Law, currently in effect, necessary for, or in connection with, the transactions contemplated by this Agreement or any other agreement or instrument executed in connection herewith, or for the performance by it of its obligations under this Agreement or such other agreements (save for Regulatory Approvals and similar authorizations from Governmental Authorities necessary for the Exploitation of the Compound and Products as contemplated hereunder), except as may be required to obtain clearance of this Agreement under the HSR Act; (d) It is not under any obligation, contractual or otherwise, to any party that conflicts with or is inconsistent in any material respect with the terms of this Agreement, or that would impede the diligent and complete fulfillment of its obligations hereunder; (e) This Agreement constitutes a legal, valid, and binding obligation of such representing Party and is Party, enforceable against it in accordance with its terms, subject to the effects of except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, or other similar laws of general application affecting the enforcement of creditor relating to or limiting creditors’ rights and judicial generally or by equitable principles affecting the availability of specific performance and general principles of equity, whether enforceability is considered a proceeding at law or equityrelating to enforceability; (fii) There are no claims or investigations, pending or, to the knowledge of the representing Party, threatened against the representing Party or any of its Affiliates, at law or except as expressly provided in equity, or before or by any Governmental Authority relating to the matters contemplated under this Agreement or that would materially adversely affect such representing Party’s ability in the Bankruptcy Code (if applicable) or as may be required for disclosure by the Securities and Exchange Commission, no material consent or approval of, or any registration or filing with, any other Person is required for it to carry out the Restructuring contemplated by, and perform its obligations hereunderunder, this Agreement; (giii) Neither such representing Partyexcept as expressly provided in this Agreement or the Bankruptcy Code (if applicable), nor any it has all requisite organizational power and authority to enter into this Agreement and to carry out the Restructuring contemplated by, and perform its obligations under, this Agreement; (iv) the execution and delivery by it of this Agreement, and the performance of its Affiliatesobligations hereunder, have been duly authorized by all necessary organizational action on its part; (v) it has been represented by counsel in connection with this Agreement and the transactions contemplated by this Agreement; (vi) the execution, delivery, and performance by such Party of this Agreement does not and will not (1) violate any provision of law, rule, or its or their employees, officers, subcontractors or consultants who have rendered or shall render services relating regulation applicable to the Compound or Product (i) has ever been debarred or is subject to debarment or convicted of a crime for which an entity or person could be debarred under 21 U.S.C. Section 335a or (ii) has ever been under indictment for a crime for which a person or entity could be debarred under said Section 335a; and (h) The representing Party shall inform the other Party in writing promptly if during the Agreement Term it or any of its Affiliates, subsidiaries or its charter or their employees, officers, subcontractors bylaws (or consultants who is rendering services related to the Compound other similar governing documents) or Product under this Agreement is debarred or is the subject those of a conviction described in Section 306 of the FFDCA, or if any action, suit, claim, investigation or legal or administrative proceeding is pending or, to the representing Party’s knowledge, is threatened, relating to the debarment or conviction of the representing Party, any of its Affiliates subsidiaries, (2) conflict with, result in a breach of, or constitute (with or without notice or lapse of time or both) a default under any material debt for borrowed money to which it or any of its subsidiaries is a party, or their employees(3) violate any order, officerswrit, subcontractors injunction, decree, statute, rule, or consultants performing services hereunderregulation; provided that, (x) the foregoing shall not apply with respect to any Caesars Party on account of any defaults arising from the commencement of the Chapter 11 Cases, a CEC Chapter 11 Case, or the pendency of the Restructuring and (y) for the avoidance of doubt, but without limiting the Caesars Parties’ obligations pursuant to Section 5(b)(i) hereof, nothing in this Section 6(a)(vi) shall, or shall be deemed to, waive, limit, or otherwise impair each of the Caesars’ Parties ability to exercise its fiduciary duties as set forth by Section 21 hereof; and (vii) the Supplemental Bank Creditor Distribution is a distribution on account of First Lien Bank Claims. (b) The Caesars Parties represent and warrant to the other Restructuring Support Parties that there are no pending agreements (oral or written), understandings, negotiations, or discussions with respect to any Alternative Proposal. (c) Each Caesars Party, severally and not jointly, on behalf of itself and its Affiliates, represents, warrants and covenants that it has not offered, and will not offer any Additional Bank Consideration or Additional Bond Consideration to any holder of First Lien Bank Debt or First Xxxx Xxxx Debt, respectively, without making such Additional Bank Consideration or Additional Bond Consideration available to Consenting Bank Creditors on a pro rata basis in the manner contemplated in Section 35 in this Agreement.

Mutual Representations, Warranties and Covenants. Each of the Parties Party hereby represents and warrants to the other Party Party, as of the Effective Date andDate, as applicable, hereinafter covenants thatfollows: (a) It such Party is a corporation duly organized, validly existing and in good standing under the laws of its the jurisdiction of organizationits incorporation, and has all requisite power, authority, and legal right, is qualified to do business and is free, in good standing as a foreign corporation in each jurisdiction in which the conduct of its business or the ownership of its properties requires such qualification and failure to enter into have such would prevent such Party from performing its obligations under this Agreement; (b) The the execution, delivery, delivery and performance of this Agreement by such Party have been duly authorized by all necessary corporate action action, and do not this Agreement is a legal and valid obligation binding on such Party and enforceable in accordance with its 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 with, or constitute a default under, any agreement, obligation, instrument, instrument or understanding, oral or written, to which it such Party is a party or by which it is bound, nor violate any Applicable Law or any order, writ, judgment, injunction, decree, determination, or award of any Governmental Authority presently in effect applicable to such Party; (c) It such Party has obtained, or is not aware of any government authorizationrequired to obtain, the consent, approval, licenseorder or authorization of any Third Party, exemption of or has completed, or is not required to complete, any registration, qualification, designation, declaration or filing or registration with any Governmental Regulatory Authority under any Applicable Law, currently in effect, necessary for, or governmental authority in connection with, with the transactions contemplated by execution and delivery of this Agreement or any other agreement or instrument executed in connection herewith, or for and the performance by it such Party of its obligations under this Agreement or such other agreements (save for Regulatory Approvals and similar authorizations from Governmental Authorities necessary for the Exploitation of the Compound and Products as contemplated hereunder), except as may be required to obtain clearance of this Agreement under the HSR ActAgreement; (d) It is such Party has the right to grant the rights contemplated under this Agreement and has not, and will not under during the Term, grant any obligation, contractual or otherwise, right to any party Third Party that conflicts with or is inconsistent in any material respect would conflict with the terms of this Agreement, or that would impede rights granted to the diligent and complete fulfillment of its obligations other Party hereunder; (e) This Agreement constitutes a legalsuch Party is not debarred or disqualified under the United States Federal Food, validDrug and Cosmetic Act or related United States Applicable Laws or comparable Applicable Laws in the Territory and it does not, and binding obligation will not during the Term, employ or use the services of any Person who is debarred or disqualified, in connection with activities relating to the Product, and in the event that either Party becomes aware of the debarment or disqualification or threatened debarment or disqualification of any Person providing services to such representing Party, including the Party itself and its Affiliates, that directly or indirectly relate to activities under this Agreement, such Party shall immediately notify the other Party and is enforceable against it in accordance with its termsshall cease employing, subject to the effects of bankruptcy, insolvencycontracting with, or other laws of general application affecting the enforcement of creditor rights and judicial principles affecting the availability of specific performance and general principles of equity, whether enforceability is considered a proceeding at law or equityretaining any such person to perform any services under this Agreement; (f) There are no claims or investigations, pending or, to in the knowledge performance of the representing Party, threatened against the representing Party or any of its Affiliates, at law or in equity, or before or by any Governmental Authority relating to the matters contemplated under this Agreement or that would materially adversely affect such representing Party’s ability to perform its obligations hereunder, such Party shall comply in all material respects and shall cause its and its Affiliates’ employees and contractors to comply in all material respects with all Applicable Laws; (g) Neither such representing PartyParty and its Affiliates and their respective employees and contractors have not and shall not, nor directly or indirectly through Third Parties, pay, promise or offer to pay, or authorize the payment of, any money or give any promise or offer to give, or authorize the giving of anything of value to a Public Official or Entity or other Person for purpose of obtaining or retaining business for or with, or directing business to, any Person, including IceCure or Terumo; and, without any limitation to the foregoing, such Party and its Affiliates and their respective employees and contractors have not and shall not directly or indirectly promise, offer or provide any corrupt payment, illicit gratuity, emolument, bribe, kickback, illicit gift or hospitality or other illegal or unethical benefit to a Public Official or Entity or any other Person, and no political contributions or charitable donations have been or shall be given, offered, promised, or paid, that are in any way related to this Agreement; (h) such Party is aware of all applicable anti-corruption and anti-bribery laws, including the FCPA, and all applicable anti-corruption laws in effect in the countries in which such Party conducts or will conduct business, and such Party and its Affiliates and their respective employees and contractors shall not cause any of its Affiliatestheir respective employees or agents to be in violation of the FCPA, Export Control Laws or its or their employees, officers, subcontractors or consultants who have rendered or shall render services relating to the Compound or Product any other Applicable Laws; (i) has ever been debarred such Party shall fully cooperate and shall cause its Affiliates and their respective employees, contractors and subcontractors to cooperate fully with the other Party in ensuring compliance with the FCPA, Export Control Laws and all other similar Applicable Laws; (j) such Party shall maintain accurate and complete records of its receipts and expenses having to do with this Agreement, including records of payments to any Public Official or is subject to debarment Entity or convicted of a crime other Person, in accordance with generally accepted accounting principles, and shall make such books and accounting records available for which review by the other Party, or by an entity or person could be debarred under 21 U.S.C. Section 335a or (ii) has ever been under indictment for a crime for which a person or entity could be debarred under said Section 335aindependent party nominated by such other Party, at such other Party’s reasonable request; and (hk) The representing such Party shall inform immediately notify the other Party in writing promptly if during such Party has any information or suspicion that there may be a violation of the Agreement Term it FCPA, Export Control Laws or any other similar Applicable Law in connection with the performance of its Affiliates, or its or their employees, officers, subcontractors or consultants who is rendering services related to the Compound or Product under this Agreement is debarred or is the subject of a conviction described in Section 306 sale of the FFDCAProduct in the Territory; and (l) If either Party materially breaches any representation or warranty of this Section 10.1, or if the other Party shall have, in addition to any actionother rights and remedies available to it, suit, claim, investigation or legal or administrative proceeding is pending or, the right to the representing Party’s knowledge, is threatened, relating to the debarment or conviction of the representing Party, any of its Affiliates or its or their employees, officers, subcontractors or consultants performing services hereunderunilaterally and immediately terminate this Agreement.

Mutual Representations, Warranties and Covenants. (a) Each of the Parties hereby Parties, severally and not jointly, represents and warrants to the each other Party that the following statements are true, correct, and complete as of the Effective Date and, as applicable, hereinafter covenants thatdate hereof: (ai) It this Agreement is a corporation legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, or other similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability; provided, however, that the UCC is created by statute and no member of the UCC and no member’s employees, representatives, agents, advisors and affiliates shall have any personal liability whatsoever under this Agreement; (ii) except as expressly provided in this Agreement or in the Bankruptcy Code or as may be required for disclosure by the Securities and Exchange Commission, no consent or approval of, or any registration or filing with, any other Person is required for the Company and CEC to carry out the Restructuring contemplated by, and for each Party to perform its obligations under, this Agreement; (iii) except as expressly provided in this Agreement or the Bankruptcy Code, it has all requisite organizational power and authority to enter into this Agreement and, for the Company and CEC to carry out the Restructuring contemplated by, and, for each Party, perform its obligations under, this Agreement; (iv) the execution and delivery by it of this Agreement, and the performance of its obligations hereunder, have been duly organizedauthorized by all necessary organizational action on its part; (v) it has been represented by counsel in connection with this Agreement and the transactions contemplated by this Agreement; and (vi) the execution, delivery, and performance by such Party of this Agreement does not and will not (1) violate any provision of law, rule, or regulation applicable to it or any of its subsidiaries or its charter, bylaws, or other similar governing documents, or those of any of its subsidiaries, if applicable, (2) conflict with, result in a breach of, or constitute (with or without notice or lapse of time or both) a default under any material debt for borrowed money to which it or any of its subsidiaries is a party, or (3) violate any order, writ, injunction, decree, statute, rule, or regulation; provided that, (x) the foregoing shall not apply with respect to any Caesars Party on account of any defaults arising from the commencement of the Chapter 11 Cases, the CEC Chapter 11 Case, or the pendency of the Restructuring and (y) nothing in this Section 4(a)(vi) shall, or shall be deemed to, waive, limit, or otherwise impair each of the Parties’ respective ability to exercise its duties as set forth by Sections 17 and 18 hereof. (b) Each of the Caesars Parties, severally and not jointly, represents and warrants to each other Party that as of the date hereof, it is validly existing and in good standing under the laws of the state of its jurisdiction of organization, and has all requisite power, authority, and legal right, and is free, to enter into this Agreement; (b) The execution, delivery, and performance of this Agreement by such Party have been duly authorized by all necessary corporate action and do not conflict with any agreement, obligation, instrument, or understanding, oral or written, to which it is a party or by which it is bound, nor violate any Applicable Law or any order, writ, judgment, injunction, decree, determination, or award of any Governmental Authority presently in effect applicable to such Party;. (c) It is not aware of any government authorization, consent, approval, license, exemption of or filing or registration with any Governmental Authority under any Applicable Law, currently in effect, necessary for, or in connection with, The Caesars Parties represent and warrant to the transactions contemplated by this Agreement or any other agreement or instrument executed in connection herewith, or for the performance by it of its obligations under this Agreement or such other Restructuring Support Parties that there are no pending agreements (save for Regulatory Approvals and similar authorizations from Governmental Authorities necessary for oral or written) or understandings that are not public or have been filed with the Exploitation of the Compound and Products as contemplated hereunder), except as may be required to obtain clearance of this Agreement under the HSR Act; (d) It is not under any obligation, contractual or otherwise, Bankruptcy Court with respect to any party that conflicts with or is inconsistent in any material respect with the terms of this Agreement, or that would impede the diligent and complete fulfillment of its obligations hereunder; (e) This Agreement constitutes a legal, valid, and binding obligation of such representing Party and is enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, or other laws of general application affecting the enforcement of creditor rights and judicial principles affecting the availability of specific performance and general principles of equity, whether enforceability is considered a proceeding at law or equity; (f) There are no claims or investigations, pending or, to the knowledge of the representing Party, threatened against the representing Party or any of its Affiliates, at law or in equity, or before or by any Governmental Authority relating to the matters contemplated under this Agreement or that would materially adversely affect such representing Party’s ability to perform its obligations hereunder; (g) Neither such representing Party, nor any of its Affiliates, or its or their employees, officers, subcontractors or consultants who have rendered or shall render services relating to the Compound or Product (i) has ever been debarred or is subject to debarment or convicted of a crime for which an entity or person could be debarred under 21 U.S.C. Section 335a or (ii) has ever been under indictment for a crime for which a person or entity could be debarred under said Section 335a; and (h) The representing Party shall inform the other Party in writing promptly if during the Agreement Term it or any of its Affiliates, or its or their employees, officers, subcontractors or consultants who is rendering services related to the Compound or Product under this Agreement is debarred or is the subject of a conviction described in Section 306 of the FFDCA, or if any action, suit, claim, investigation or legal or administrative proceeding is pending or, to the representing Party’s knowledge, is threatened, relating to the debarment or conviction of the representing Party, any of its Affiliates or its or their employees, officers, subcontractors or consultants performing services hereunderAlternative Proposal.

Mutual Representations, Warranties and Covenants. Each of Party (the Parties “Representing Party”) hereby represents represents, warrants and warrants covenants to the other Party as of the Effective Date andParty, as applicablea material inducement for such other Party’s entry into this Agreement, hereinafter covenants thatas follows: (a) It 6.1.1 The Representing Party is a corporation duly organized, organized and validly existing and in good standing under the laws Laws of its jurisdiction of organization, incorporation and it has full corporate power and authority and has taken all requisite power, authority, and legal right, and is free, corporate action necessary to enter into and perform this Agreement; (b) 6.1.2 This Agreement is a legal and valid obligation binding upon the Representing Party and enforceable against it in accordance with its terms, assuming due execution and delivery of the Agreement by the Parties, and subject to applicable laws regarding insolvency, bankruptcy, reorganization, moratorium and other Laws affecting creditors’ rights generally as from time to time in effect; 6.1.3 The execution, delivery, delivery and performance of this the Agreement by such the Representing Party have been duly authorized by all necessary corporate action and do does not conflict with any agreement, obligation, instrument, instrument or understanding, oral or written, to which it is a party or by which it is bound, nor to its knowledge, violate any Applicable Law or any order, writ, judgment, injunction, decree, determination, or award of any Governmental Authority presently in effect applicable to such PartyLaw; (c) It is not aware 6.1.4 To its knowledge as of any the Effective Date, no government authorization, consent, approval, license, exemption of or filing or registration with any Governmental Authority court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, under any Applicable Lawapplicable laws, rules or regulations currently in effect, is or will be necessary for, or for the granting of the licenses set forth in connection with, the transactions contemplated by this Agreement or any other agreement or instrument executed in connection herewithAgreement, or for the performance by it the Representing Party of its obligations under this Agreement or such other agreements (save for Regulatory Approvals and similar authorizations from Governmental Authorities necessary for the Exploitation Agreement; and 6.1.5 The Representing Party has not granted as of the Compound Effective Date, and Products as contemplated hereunder)during the Term will not grant, except as may be required to obtain clearance of this Agreement under the HSR Act; (d) It is not under any obligation, contractual or otherwise, right to any party that Third Party relating to its respective Patents, Know-How or Materials licensed hereunder which conflicts with the rights granted to the other Party hereunder; and without limiting the foregoing, the Representing Party will not, during the Term, encumber the Patents, Know-How and Materials licensed to the other Party hereunder, with liens, mortgages, security interests or is inconsistent in any material respect with the terms of this Agreement, or another similar interest that would impede give the diligent and complete fulfillment of its obligations hereunder; (e) This Agreement constitutes a legal, valid, and binding obligation holder the right to convert the interest into ownership of such representing Party and Patents, Know-How and//or Materials, unless the encumbrance is enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, or other laws of general application affecting the enforcement of creditor licenses and rights and judicial principles affecting the availability of specific performance and general principles of equity, whether enforceability is considered a proceeding at law or equity; (f) There are no claims or investigations, pending or, granted to the knowledge of the representing Party, threatened against the representing Party or any of its Affiliates, at law or in equity, or before or by any Governmental Authority relating to the matters contemplated under this Agreement or that would materially adversely affect such representing Party’s ability to perform its obligations hereunder; (g) Neither such representing Party, nor any of its Affiliates, or its or their employees, officers, subcontractors or consultants who have rendered or shall render services relating to the Compound or Product (i) has ever been debarred or is subject to debarment or convicted of a crime for which an entity or person could be debarred under 21 U.S.C. Section 335a or (ii) has ever been under indictment for a crime for which a person or entity could be debarred under said Section 335a; and (h) The representing Party shall inform the other Party in writing promptly if during the Agreement Term it or any of its Affiliates, or its or their employees, officers, subcontractors or consultants who is rendering services related to the Compound or Product under this Agreement is debarred or is the subject of a conviction described in Section 306 of the FFDCA, or if any action, suit, claim, investigation or legal or administrative proceeding is pending or, to the representing Party’s knowledge, is threatened, relating to the debarment or conviction of the representing Party, any of its Affiliates or its or their employees, officers, subcontractors or consultants performing services hereunderherein.

Mutual Representations, Warranties and Covenants. Each of the Parties hereby represents represents, warrants and warrants covenants to the other Party as of the Effective Date andParty, as applicablea material inducement for such other Party’s entry into this Agreement, hereinafter covenants thatas follows: (a) 12.1.1 It is a corporation duly organized, organized and validly existing and in good standing under the laws of its jurisdiction of organizationincorporation, has full corporate power and authority and has taken all requisite power, authority, and legal right, and is free, corporate action necessary to enter into and perform this Agreement; (b) 12.1.2 This Agreement is a legal and valid obligation binding upon such Party and enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other Law affecting creditors’ rights generally from time to time in effect and to general principles of equity. The execution, delivery, delivery and performance of this Agreement by such Party have been duly authorized by all necessary corporate action and do not conflict with any agreement, obligation, instrument, instrument or understanding, oral or written, to which it is a party or by which it is bound, nor will it violate any Applicable Law Law. The person or any order, writ, judgment, injunction, decree, determination, or award of any Governmental Authority presently in effect applicable to persons executing this Agreement on such Party’s behalf has been duly authorized to do so by all requisite corporate action; (c) It is not aware 12.1.3 To its knowledge, as of any the Effective Date, no government authorization, consent, approval, license, exemption of or filing or registration with any Governmental Authority court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, under any Applicable Law, applicable Laws currently in effect, is or shall be necessary for, or in connection with, the transactions transaction contemplated by this Agreement or any other agreement or instrument executed in connection herewith, or (except for FDA or other Regulatory Approvals, licenses, clearances and the like necessary for the research, development manufacture, sales or marketing of pharmaceutical products) for the performance by it of its obligations under this Agreement or and such other agreements (save for Regulatory Approvals agreements; 12.1.4 Each Party represents and similar authorizations from Governmental Authorities necessary for warrants that it has not been debarred or the Exploitation subject of debarment proceedings by any regulatory authority. Neither Party shall knowingly use in connection with the Compound and Products as contemplated hereunder)research, except as may be required development, manufacture or commercialization to obtain clearance of take place pursuant to this Agreement under any employee, consultant or investigator that has been debarred or the HSR Actsubject of debarment proceedings by any regulatory agency; (d) It is not under any obligation, contractual or otherwise, 12.1.5 Each Party covenants to any party that conflicts with or is inconsistent in any material respect with the terms of this Agreement, or that would impede the diligent and complete fulfillment of carry out its obligations hereunder; (e) This Agreement constitutes a legal, valid, and binding obligation of such representing Party and is enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, or other laws of general application affecting the enforcement of creditor rights and judicial principles affecting the availability of specific performance and general principles of equity, whether enforceability is considered a proceeding at law or equity; (f) There are no claims or investigations, pending or, to the knowledge of the representing Party, threatened against the representing Party or any of its Affiliates, at law or in equity, or before or by any Governmental Authority relating to the matters contemplated activities under this Agreement or that would materially adversely affect such representing Party’s ability to perform its obligations hereunder; (g) Neither such representing Party, nor any of its Affiliates, or its or their employees, officers, subcontractors or consultants who have rendered or shall render services relating to the Compound or Product (i) has ever been debarred or is subject to debarment or convicted of a crime for which an entity or person could be debarred under 21 U.S.C. Section 335a or (ii) has ever been under indictment for a crime for which a person or entity could be debarred under said Section 335ain compliance with all applicable Laws; and (h) The representing 12.1.6 Each Party shall inform covenants to not misappropriate the other trade secret of a Third Party in writing promptly if during connection with the Agreement Term it or any performance of its Affiliates, or its or their employees, officers, subcontractors or consultants who is rendering services related to the Compound or Product activities under this Agreement is debarred or is the subject of a conviction described in Section 306 of the FFDCA, or if any action, suit, claim, investigation or legal or administrative proceeding is pending or, to the representing Party’s knowledge, is threatened, relating to the debarment or conviction of the representing Party, any of its Affiliates or its or their employees, officers, subcontractors or consultants performing services hereunderAgreement.

Mutual Representations, Warranties and Covenants. (a) Each of the Parties hereby Parties, severally and not jointly and solely with respect to itself, represents and warrants to each other Party that the following statements are true, correct, and complete as of the date hereof: (i) this Agreement is a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, or other similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability; (ii) except for any and all required Gaming Approvals, shareholder and other approvals necessary for the Merger, as expressly provided in this Agreement, and approvals necessary for the CEOC Plan or the CEC Plan (if applicable) or in the Bankruptcy Code, or as may be required for disclosure by the Securities and Exchange Commission, no material consent or approval of, or any registration or filing with, any other Person is required for the Company or CEC to carry out the Restructuring contemplated by, and for each Party to perform its obligations under, this Agreement; (iii) except as expressly provided in this Agreement or the Bankruptcy Code, it has all requisite organizational power and authority to enter into this Agreement and, for the Company and New CEC to carry out the Restructuring contemplated by, and, for each Party, perform its obligations under, this Agreement; (iv) the execution and delivery by it of this Agreement, and the performance of its obligations hereunder, have been duly authorized by all necessary organizational action on its part; (v) it has been represented by counsel in connection with this Agreement and the transactions contemplated by this Agreement; and (vi) the execution, delivery, and performance by such Party of this Agreement does not and will not (1) violate any provision of law, rule, or regulation applicable to it or any of its subsidiaries or its charter, bylaws, or other similar governing documents, or those of any of its subsidiaries, if applicable, (2) conflict with, result in a breach of, or constitute (with or without notice or lapse of time or both) a default under any material debt for borrowed money to which it or any of its subsidiaries is a party, or (3) violate any order, writ, injunction, decree, statute, rule, or regulation; provided that, (x) the foregoing shall not apply with respect to any Party on account of any defaults arising from the commencement of the Chapter 11 Cases, a CEC Chapter 11 Case, or the pendency of the Restructuring and (y) nothing in this Section 4(a)(vi) shall, or shall be deemed to, waive, limit, or otherwise impair each of the Parties’ respective ability to exercise its duties as set forth in Section 15 hereof. (b) Each Party, severally and not jointly, represents and warrants to the other Party that as of the Effective Date anddate hereof, as applicable, hereinafter covenants that: (a) It it is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and has all requisite power, authority, and legal right, and is free, to enter into this Agreement; (b) The execution, delivery, and performance of this Agreement by such Party have been duly authorized by all necessary corporate action and do not conflict with any agreement, obligation, instrument, or understanding, oral or written, to which it is a party or by which it is bound, nor violate any Applicable Law or any order, writ, judgment, injunction, decree, determination, or award of any Governmental Authority presently in effect applicable to such Party; (c) It is not aware of any government authorization, consent, approval, license, exemption of or filing or registration with any Governmental Authority under any Applicable Law, currently in effect, necessary for, or in connection with, the transactions contemplated by this Agreement or any other agreement or instrument executed in connection herewith, or for the performance by it state of its obligations under this Agreement or such other agreements (save for Regulatory Approvals and similar authorizations from Governmental Authorities necessary for the Exploitation of the Compound and Products as contemplated hereunder), except as may be required to obtain clearance of this Agreement under the HSR Act; (d) It is not under any obligation, contractual or otherwise, to any party that conflicts with or is inconsistent in any material respect with the terms of this Agreement, or that would impede the diligent and complete fulfillment of its obligations hereunder; (e) This Agreement constitutes a legal, valid, and binding obligation of such representing Party and is enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, or other laws of general application affecting the enforcement of creditor rights and judicial principles affecting the availability of specific performance and general principles of equity, whether enforceability is considered a proceeding at law or equity; (f) There are no claims or investigations, pending or, to the knowledge of the representing Party, threatened against the representing Party or any of its Affiliates, at law or in equity, or before or by any Governmental Authority relating to the matters contemplated under this Agreement or that would materially adversely affect such representing Party’s ability to perform its obligations hereunder; (g) Neither such representing Party, nor any of its Affiliates, or its or their employees, officers, subcontractors or consultants who have rendered or shall render services relating to the Compound or Product (i) has ever been debarred or is subject to debarment or convicted of a crime for which an entity or person could be debarred under 21 U.S.C. Section 335a or (ii) has ever been under indictment for a crime for which a person or entity could be debarred under said Section 335a; and (h) The representing Party shall inform the other Party in writing promptly if during the Agreement Term it or any of its Affiliates, or its or their employees, officers, subcontractors or consultants who is rendering services related to the Compound or Product under this Agreement is debarred or is the subject of a conviction described in Section 306 of the FFDCA, or if any action, suit, claim, investigation or legal or administrative proceeding is pending or, to the representing Party’s knowledge, is threatened, relating to the debarment or conviction of the representing Party, any of its Affiliates or its or their employees, officers, subcontractors or consultants performing services hereunderorganization.

Mutual Representations, Warranties and Covenants. 13.1.1 Each of the Parties hereby Party represents and warrants to the other Party as of the Effective Date and, as applicable, hereinafter covenants that: follows: (a) It it is a corporation duly organized, organized and validly existing and in good standing corporation or limited partnership under the laws of its jurisdiction of organization, incorporation or formation; (b) it has full corporate or partnership power and authority and has taken all requisite power, authority, and legal right, and is free, corporate or partnership action necessary to enter into and perform this Agreement; ; (bc) The execution, delivery, the execution and performance delivery of this Agreement by such Party have been duly authorized by all necessary corporate action and the performance of its obligations hereunder do not violate, conflict with any agreement, obligation, instrumentwith, or understandingconstitute a default or require any consent under its charter or similar organization document, oral its by-laws or writtenpartnership agreement or the terms or provisions of any material agreement or other instrument to which it is a party or by which it is bound or any order, award, judgment or decree to which it is a party or by which it is bound, nor violate any ; (d) it has the right to enter into and perform its obligations under this Agreement without violating Applicable Law or any order, writ, judgment, injunction, decree, determination, or award of any Governmental Authority presently in effect applicable to such Party; (c) It is not aware of any government authorization, consent, approval, license, exemption of or filing or registration with any Governmental Authority and under any Applicable LawREMS Program; (e) to its knowledge, currently in effectthere are no proceedings, necessary for, claims or in connection with, the transactions contemplated by this Agreement actions asserted against it or any other agreement its Affiliates that would materially adversely affect or instrument executed in connection herewith, or for the otherwise materially interfere with its performance by it of its obligations under this Agreement or such other agreements Agreement; and (save for Regulatory Approvals and similar authorizations from Governmental Authorities necessary for the Exploitation of the Compound and Products as contemplated hereunder), except as may be required to obtain clearance of f) this Agreement under the HSR Act; (d) It is not under any its legal, valid and binding obligation, contractual or otherwise, to any party that conflicts with or is inconsistent in any material respect with the terms of this Agreement, or that would impede the diligent and complete fulfillment of its obligations hereunder; (e) This Agreement constitutes a legal, valid, and binding obligation of such representing Party and is enforceable against it in accordance with its termsthe terms and conditions hereof, subject to the effects of bankruptcy, insolvency, insolvency or other laws of general application affecting the enforcement of creditor rights and judicial principles affecting the availability of specific performance and general principles of equity, whether enforceability is considered in a proceeding at law or equity; (f) There are no claims or investigations, pending or, . Each Party covenants to the knowledge other Party that it will not enter into any material agreement or other instrument that would conflict with its obligations under this Agreement. 13.1.2 Each Party represents, warrants and covenants that as of the representing PartyEffective Date and during the Term, threatened against the representing Party or any of its Affiliates, at law or in equity, or before or by any Governmental Authority relating to the matters contemplated under this Agreement or that would materially adversely affect such representing Party’s ability to perform its obligations hereunder; (g) Neither such representing Party, neither it nor any of its Affiliates, or its or Affiliates nor any of their employeesrespective directors, officers, subcontractors employees, or consultants who have rendered or shall render services relating to the Compound or Product (i) has ever been debarred or is subject to debarment pursuant to Section 306 of the Act and that it shall not use in any capacity, in connection with the services to be performed under this Agreement, any Person who has been debarred pursuant to Section 306 of the Act or convicted who is the subject of a crime for which an entity or person could be debarred under 21 U.S.C. Section 335a or (ii) has ever been under indictment for a crime for which a person or entity could be debarred under said Section 335a; and (h) The representing conviction described in such Section. Each Party shall inform notify the other Party in writing promptly if during the Agreement Term it or any of any of its Affiliates, or its or their employees, officers, subcontractors or consultants who is rendering services related to the Compound or Product under this Agreement is Sales Representatives are debarred or is are the subject of a conviction described in Section 306 of the FFDCA, Act or if any action, suit, claim, investigation or legal or administrative proceeding is pending or, to the representing best of such Party’s knowledge, is threatened, relating to the debarment or conviction of the representing Party, such Party or any of its Affiliates or its or their employeesSales Representatives. 13.1.3 Each Party represents, officers, subcontractors or consultants performing services hereunderwarrants and covenants that as of the Effective Date it is not a party to any Corporate Integrity Agreement with the Office of Inspector General of the United States Department of Health and Human Services.

Mutual Representations, Warranties and Covenants. Each of the Parties Party hereby represents represents, warrants and warrants covenants to the other Party Party, as of the Effective Date and, where expressly stated, at all times during the Term, as applicable, hereinafter covenants thatfollows: (a) It Such Party: (i) is a corporation duly organized, validly existing formed and in good standing under the laws of its the jurisdiction of organizationits formation, (ii) has the power and has all requisite power, authority, authority and the legal right, and is free, right to enter into this Agreement; (b) The execution, deliveryAgreement and perform its obligations hereunder, and performance (iii) has taken all necessary action on its part required to authorize the execution and delivery of this Agreement by such Party have been duly authorized by all necessary corporate action and do not conflict with any agreement, obligation, instrument, or understanding, oral or written, to which it is a party or by which it is bound, nor violate any Applicable Law or any order, writ, judgment, injunction, decree, determination, or award of any Governmental Authority presently in effect applicable to such Party; (c) It is not aware of any government authorization, consent, approval, license, exemption of or filing or registration with any Governmental Authority under any Applicable Law, currently in effect, necessary for, or in connection with, the transactions contemplated by this Agreement or any other agreement or instrument executed in connection herewith, or for the performance by it of its obligations under this Agreement or such other agreements (save for Regulatory Approvals and similar authorizations from Governmental Authorities necessary for the Exploitation of the Compound and Products as contemplated hereunder), except as may be required to obtain clearance of this Agreement under the HSR Act; (d) It is not under any obligation, contractual or otherwise, to any party that conflicts with or is inconsistent in any material respect with the terms of this Agreement, or that would impede the diligent and complete fulfillment of its obligations hereunder; (eb) This Upon execution, this Agreement will have been duly executed and delivered on behalf of such Party and constitutes a legal, valid, valid and binding obligation of such representing Party and is enforceable against it in accordance with its terms; (c) The execution and delivery of this Agreement and the performance of such Party’s obligations hereunder: (i) do not conflict with or violate any requirement of Applicable Laws or any provision of the articles of incorporation, bylaws or limited partnership agreement of such Party; and (ii) do not conflict with, violate, or breach, or constitute a default or require any further consent under, any contractual obligation or court or administrative order by which such Party is bound; (d) During the Term, to its knowledge, such Party will not, in the conduct of its activities under this Agreement, (i) employ or use any contractor or consultant that employs any individual or entity debarred by the FDA (or subject to the effects a similar sanction of bankruptcy, insolvencyEMA), or other laws (ii) employ any individual who or entity that is the subject of general application affecting an FDA debarment investigation or proceeding (or similar proceeding of EMA); (e) During the enforcement of creditor rights and judicial principles affecting the availability of specific performance and general principles of equityTerm, whether enforceability is considered a proceeding at law or equitysuch Party shall perform its activities pursuant to this Agreement in compliance in all material respects with Applicable Laws; (f) There are no claims During the Term, neither Party shall grant any right or investigations, pending or, license to the knowledge any Third Party relating to any of the representing PartyIntellectual Property Rights it Controls which would conflict with, threatened against or limit the representing Party or scope of, any of its Affiliates, at law the rights or in equity, licenses granted or before or by any Governmental Authority relating to the matters contemplated under this Agreement or that would materially adversely affect such representing Party’s ability be granted to perform its obligations hereunder; (g) Neither such representing Party, nor any of its Affiliates, or its or their employees, officers, subcontractors or consultants who have rendered or shall render services relating to the Compound or Product (i) has ever been debarred or is subject to debarment or convicted of a crime for which an entity or person could be debarred under 21 U.S.C. Section 335a or (ii) has ever been under indictment for a crime for which a person or entity could be debarred under said Section 335a; and (h) The representing Party shall inform the other Party in writing promptly if during the Agreement Term it or any of its Affiliates, or its or their employees, officers, subcontractors or consultants who is rendering services related to the Compound or Product under this Agreement is debarred or is the subject of a conviction described in Section 306 of the FFDCA, or if any action, suit, claim, investigation or legal or administrative proceeding is pending or, to the representing Party’s knowledge, is threatened, relating to the debarment or conviction of the representing Party, any of its Affiliates or its or their employees, officers, subcontractors or consultants performing services hereunder.

Mutual Representations, Warranties and Covenants. Each of the Parties hereby Licensor and Licensee each represents and warrants to the other Party other, as of the Effective Date and, as applicable, hereinafter covenants that: Date: (ai) It such Party is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organizationincorporation or formation, and has all requisite power, authority, full corporate or other power and legal right, and is free, authority to enter into this Agreement; Agreement and to perform its obligations hereunder; (bii) The execution, delivery, and performance of this Agreement by such Party have been duly authorized by has taken all necessary corporate action and do not conflict with any agreement, obligation, instrument, or understanding, oral or written, to which it is a party or by which it is bound, nor violate any Applicable Law or any order, writ, judgment, injunction, decree, determination, or award of any Governmental Authority presently in effect applicable to such Party; (c) It is not aware of any government authorization, consent, approval, license, exemption of or filing or registration with any Governmental Authority under any Applicable Law, currently in effect, necessary for, or in connection with, the transactions contemplated by this Agreement or any other agreement or instrument executed in connection herewith, or for the performance by it of its obligations under this Agreement or such other agreements (save for Regulatory Approvals and similar authorizations from Governmental Authorities necessary for the Exploitation of the Compound and Products as contemplated hereunder), except as may be required to obtain clearance authorize the execution and delivery of this Agreement under and the HSR Act; (d) It is not under any obligation, contractual or otherwise, to any party that conflicts with or is inconsistent in any material respect with the terms of this Agreement, or that would impede the diligent and complete fulfillment performance of its obligations hereunder; ; (eiii) This this Agreement has been duly executed and delivered on behalf of such Party and constitutes a legal, valid, valid and binding obligation of such representing Party and is enforceable against it in accordance with its terms, the terms hereof subject to the effects of bankruptcy, insolvency, insolvency or other laws of general application affecting the enforcement of creditor rights and judicial principles affecting the availability of specific performance and general principles of equity, whether enforceability is considered a proceeding at law or equity; ; (fiv) There are no claims the execution and delivery of this Agreement and the performance of such Party’s obligations hereunder does not conflict with or investigationsviolate any provision of the articles of incorporation, pending orbylaws or any similar instrument of such Party, as applicable, in any material way and does not conflict with, violate or breach, or constitute a default or require any consent under, any contractual obligation or court or administrative order by which such Party is bound. In addition, each Party represents, warrants and covenants to the knowledge of the representing Party, threatened against the representing Party or any of its Affiliates, at law or in equityother: (a) that it shall, or before shall cause its Affiliate to, obtain and maintain during the Term all authorizations, consents and approvals, governmental or otherwise, necessary for such Party to grant the rights and licenses granted by any Governmental Authority relating to the matters contemplated such Party under this Agreement or that would materially adversely affect such representing Party’s ability and to perform its obligations hereunder; under this Agreement; (gb) Neither such representing Party, nor any of its Affiliates, or its or their employees, officers, subcontractors or consultants who have rendered or it shall render services comply with Applicable Laws relating to such Party’s rights, duties, responsibilities and obligations set forth in this Agreement; and (c) it will not enter into an agreement that is inconsistent with the Compound or Product (i) has ever been debarred or is subject rights, licenses and assignments granted to debarment or convicted of a crime for which an entity or person could be debarred under 21 U.S.C. Section 335a or (ii) has ever been under indictment for a crime for which a person or entity could be debarred under said Section 335a; and (h) The representing Party shall inform the other Party in writing promptly if during the Agreement Term it or any of its Affiliates, or its or their employees, officers, subcontractors or consultants who is rendering services related to the Compound or Product under this Agreement is debarred or is the subject of a conviction described in Section 306 of the FFDCA, or if any action, suit, claim, investigation or legal or administrative proceeding is pending or, to the representing Party’s knowledge, is threatened, relating to the debarment or conviction of the representing Party, any of its Affiliates or its or their employees, officers, subcontractors or consultants performing services hereunderAgreement.

Mutual Representations, Warranties and Covenants. (a) Each of the Parties hereby Parties, severally and not jointly, represents and warrants to the each other Party that the following statements are true, correct, and complete as of the Effective Date and, as applicable, hereinafter covenants that:date hereof (or the date that a Transferee becomes a Party): (ai) It it is a corporation duly organized, validly existing and in good standing under the laws of the state of its jurisdiction of organization, and has all requisite power, authority, and legal right, and is free, to enter into this Agreement; (b) The execution, delivery, and performance of this Agreement by such Party have been duly authorized by all necessary corporate action and do not conflict with any agreement, obligation, instrument, or understanding, oral or written, to which it is a party or by which it is bound, nor violate any Applicable Law or any order, writ, judgment, injunction, decree, determination, or award of any Governmental Authority presently in effect applicable to such Party; (c) It is not aware of any government authorization, consent, approval, license, exemption of or filing or registration with any Governmental Authority under any Applicable Law, currently in effect, necessary for, or in connection with, the transactions contemplated by this Agreement or any other agreement or instrument executed in connection herewith, or for the performance by it of its obligations under this Agreement or such other agreements (save for Regulatory Approvals and similar authorizations from Governmental Authorities necessary for the Exploitation of the Compound and Products as contemplated hereunder), except as may be required to obtain clearance of this Agreement under the HSR Act; (d) It is not under any obligation, contractual or otherwise, to any party that conflicts with or is inconsistent in any material respect with the terms of this Agreement, or that would impede the diligent and complete fulfillment of its obligations hereunder; (e) This Agreement constitutes a legal, valid, and binding obligation of such representing Party and is Party, enforceable against it in accordance with its terms, subject to the effects of except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, or other similar laws of general application affecting the enforcement of creditor relating to or limiting creditors’ rights and judicial generally or by equitable principles affecting the availability of specific performance and general principles of equity, whether enforceability is considered a proceeding at law or equityrelating to enforceability; (fii) There are no claims or investigations, pending or, to the knowledge of the representing Party, threatened against the representing Party or any of its Affiliates, at law or except as expressly provided in equity, or before or by any Governmental Authority relating to the matters contemplated under this Agreement or that would materially adversely affect such representing Party’s ability in the Bankruptcy Code (if applicable) or as may be required for disclosure by the Securities and Exchange Commission, no material consent or approval of, or any registration or filing with, any other Person is required for it to carry out the Restructuring contemplated by, and perform its obligations hereunderunder, this Agreement; (giii) Neither such representing Partyexcept as expressly provided in this Agreement or the Bankruptcy Code (if applicable), nor any it has all requisite organizational power and authority to enter into this Agreement and to carry out the Restructuring contemplated by, and perform its obligations under, this Agreement; (iv) the execution and delivery by it of this Agreement, and the performance of its Affiliatesobligations hereunder, or have been duly authorized by all necessary organizational action on its or their employees, officers, subcontractors or consultants who have rendered or shall render services relating to part; (v) it has been represented by counsel in connection with this Agreement and the Compound or Product (i) has ever been debarred or is subject to debarment or convicted of a crime for which an entity or person could be debarred under 21 U.S.C. Section 335a or (ii) has ever been under indictment for a crime for which a person or entity could be debarred under said Section 335atransactions contemplated by this Agreement; and (hvi) The representing the execution, delivery, and performance by such Party shall inform the other Party in writing promptly if during the of this Agreement Term does not and will not (1) violate any provision of law, rule, or regulation applicable to it or any of its Affiliates, subsidiaries or its charter or their employees, officers, subcontractors bylaws (or consultants who is rendering services related to the Compound other similar governing documents) or Product under this Agreement is debarred or is the subject those of a conviction described in Section 306 of the FFDCA, or if any action, suit, claim, investigation or legal or administrative proceeding is pending or, to the representing Party’s knowledge, is threatened, relating to the debarment or conviction of the representing Party, any of its Affiliates subsidiaries, (2) conflict with, result in a breach of, or constitute (with or without notice or lapse of time or both) a default under any material debt for borrowed money to which it or any of its subsidiaries is a party, or (3) violate any order, writ, injunction, decree, statute, rule, or regulation; provided that, (x) the foregoing shall not apply with respect to the Company on account of any defaults arising from the commencement of the Chapter 11 Cases or the pendency of the Restructuring and (y) nothing in this Section 6(a)(vi) shall, or shall be deemed to, waive, limit, or otherwise impair the Company’s ability to exercise its fiduciary duties as set forth by Section 20 hereof. (b) The Caesars Parties represent and warrant to the Restructuring Support Parties that there are no pending agreements (oral or written) or understandings, negotiations or discussions that are not public or have been filed with the Bankruptcy Court with respect to any Alternative Proposal. (c) Each Caesars Party, severally and not jointly, on behalf of itself and its Affiliates, represents, warrants and covenants that it has not offered, and will not offer any Additional Consideration to any holder of Claims without making such Additional Consideration with respect to the type of Claim it is being otherwise offered to available to Consenting Second Lien Creditors in respect of their employeesapplicable Claims, officerson a pro rata basis in the manner contemplated in Section 34 in this Agreement. (d) Within five (5) Business Days after the Agreement Effective Date, subcontractors the Company will report to the Second Lien Professionals its calculation of the total amount of Second Xxxx Xxxx Claims held by Consenting Second Lien Creditors and provide documents sufficient to substantiate this calculation; provided that such calculation may be based solely on the information provided by each Consenting Second Lien Creditor on its signature page(s) hereto. To the extent the Company subsequently becomes aware of any additional Second Xxxx Xxxx Claims held by Consenting Second Lien Creditors, it will promptly report its adjusted calculation of Second Xxxx Xxxx Claims held by Consenting Second Lien Creditors and provide documents sufficient to substantiate this calculation. The Parties acknowledge and agree that, for purposes of determining whether Requisite Consenting Second Lien Creditors have authorized or consultants performing services hereundertaken any action under this Agreement, the Parties will not contest any calculation of Requisite Consenting Second Lien Creditors premised on the last report of the total amount of Second Xxxx Xxxx Claims held by Consenting Second Lien Creditors provided by the Company to counsel for the Consenting Creditors. The Parties agree that the Company may rely entirely on information provided to it by the Consenting Second Lien Creditors in making its calculation(s) pursuant to this Section 6(d), and that the Company will have no independent duty to verify or otherwise investigate the accuracy of any such information.

Mutual Representations, Warranties and Covenants. (a) Each of the Parties hereby Parties, severally and not jointly, represents and warrants to the each other Party that the following statements are true, correct, and complete as of the Effective Date anddate hereof (or, as applicableif later, hereinafter covenants that:the date that such Party (or if such Party is a Transferee, such Transferee) first became or becomes a Party): (ai) It it is a corporation duly organized, validly existing and in good standing under the laws of the state of its jurisdiction of organization, and has all requisite power, authority, and legal right, and is free, to enter into this Agreement; (b) The execution, delivery, and performance of this Agreement by such Party have been duly authorized by all necessary corporate action and do not conflict with any agreement, obligation, instrument, or understanding, oral or written, to which it is a party or by which it is bound, nor violate any Applicable Law or any order, writ, judgment, injunction, decree, determination, or award of any Governmental Authority presently in effect applicable to such Party; (c) It is not aware of any government authorization, consent, approval, license, exemption of or filing or registration with any Governmental Authority under any Applicable Law, currently in effect, necessary for, or in connection with, the transactions contemplated by this Agreement or any other agreement or instrument executed in connection herewith, or for the performance by it of its obligations under this Agreement or such other agreements (save for Regulatory Approvals and similar authorizations from Governmental Authorities necessary for the Exploitation of the Compound and Products as contemplated hereunder), except as may be required to obtain clearance of this Agreement under the HSR Act; (d) It is not under any obligation, contractual or otherwise, to any party that conflicts with or is inconsistent in any material respect with the terms of this Agreement, or that would impede the diligent and complete fulfillment of its obligations hereunder; (e) This Agreement constitutes a legal, valid, and binding obligation of such representing Party and is Party, enforceable against it in accordance with its terms, subject to the effects of except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, or other similar laws of general application affecting the enforcement of creditor relating to or limiting creditors’ rights and judicial generally or by equitable principles affecting the availability of specific performance and general principles of equity, whether enforceability is considered a proceeding at law or equityrelating to enforceability; (fii) There are no claims or investigations, pending or, to the knowledge of the representing Party, threatened against the representing Party or any of its Affiliates, at law or except as expressly provided in equity, or before or by any Governmental Authority relating to the matters contemplated under this Agreement or that would materially adversely affect such representing Party’s ability in the Bankruptcy Code (if applicable) or as may be required for disclosure by the Securities and Exchange Commission, no material consent or approval of, or any registration or filing with, any other Person is required for it to carry out the Restructuring contemplated by, and perform its obligations hereunderunder, this Agreement; (giii) Neither such representing Partyexcept as expressly provided in this Agreement or the Bankruptcy Code (if applicable), nor any it has all requisite organizational power and authority to enter into this Agreement and to carry out the Restructuring contemplated by, and perform its obligations under, this Agreement; (iv) the execution and delivery by it of this Agreement, and the performance of its Affiliatesobligations hereunder, or have been duly authorized by all necessary organizational action on its or their employees, officers, subcontractors or consultants who have rendered or shall render services relating to part; (v) it has been represented by counsel in connection with this Agreement and the Compound or Product (i) has ever been debarred or is subject to debarment or convicted of a crime for which an entity or person could be debarred under 21 U.S.C. Section 335a or (ii) has ever been under indictment for a crime for which a person or entity could be debarred under said Section 335atransactions contemplated by this Agreement; and (hvi) The representing the execution, delivery, and performance by such Party shall inform the other Party in writing promptly if during the of this Agreement Term does not and will not (1) violate any provision of law, rule, or regulation applicable to it or any of its Affiliates, subsidiaries or its charter or their employees, officers, subcontractors bylaws (or consultants who is rendering services related to the Compound other similar governing documents) or Product under this Agreement is debarred or is the subject those of a conviction described in Section 306 of the FFDCA, or if any action, suit, claim, investigation or legal or administrative proceeding is pending or, to the representing Party’s knowledge, is threatened, relating to the debarment or conviction of the representing Party, any of its Affiliates subsidiaries, (2) conflict with, result in a breach of, or constitute (with or without notice or lapse of time or both) a default under any material debt for borrowed money to which it or any of its subsidiaries is a party, or their employees(3) violate any order, officerswrit, subcontractors injunction, decree, statute, rule, or consultants performing services hereunderregulation; provided that, (x) the foregoing shall not apply with respect to any Caesars Party on account of any defaults arising from the commencement of the Chapter 11 Cases, a CEC Chapter 11 Case, or the pendency of the Restructuring and (y) for the avoidance of doubt, but without limiting the Caesars Parties’ obligations pursuant to Section 5(b)(i) hereof, nothing in this Section 6(a)(vi) shall, or shall be deemed to, waive, limit, or otherwise impair each of the Caesars’ Parties ability to exercise its fiduciary duties as set forth by Section 21 hereof. (b) The Caesars Parties represent and warrant to the other Restructuring Support Parties that there are no pending agreements (oral or written), understandings, negotiations, or discussions with respect to any Alternative Proposal.

Mutual Representations, Warranties and Covenants. 13.1 Each of the Parties hereby Party represents and warrants to the other Party as of the Effective Closing Date andof this Agreement and as of the Trade Date of each sale of Crude Oil hereunder, as applicable, hereinafter covenants that: (a) It is a corporation duly organizedan "Eligible Contract Participant" as defined in Section 1a (12) of the Commodity Exchange Act, validly existing and in good standing under the laws of its jurisdiction of organization, and has all requisite power, authority, and legal right, and is free, to enter into this Agreement;as amended. (b) The execution, delivery, and performance It is a "forward contract merchant" in respect of this Agreement by such Party have been duly authorized by all necessary corporate action and do not conflict with any agreementeach sale of Crude Oil hereunder, obligation, instrument, or understanding, oral or written, to which it and each sale of Crude Oil hereunder is a party or by which it is boundforward contract for purposes of the United States Bankruptcy Code, nor violate any Applicable Law or any order11 U.S.C. (S)(S) 101 et seq., writ, judgment, injunction, decree, determination, or award of any Governmental Authority presently in effect applicable as amended from time to such Party;time. (c) It is not aware duly organized and validly existing under the laws of any government authorization, consent, approval, license, exemption of or filing or registration with any Governmental Authority under any Applicable Law, currently in effect, necessary for, or in connection with, the transactions contemplated by this Agreement or any other agreement or instrument executed in connection herewith, or for the performance by it jurisdiction of its obligations organization or incorporation and in good standing under this Agreement or such other agreements (save for Regulatory Approvals and similar authorizations from Governmental Authorities necessary for the Exploitation of the Compound and Products as contemplated hereunder), except as may be required to obtain clearance of this Agreement under the HSR Act;laws. (d) It is not under any obligationhas the corporate, contractual governmental or otherwiseother legal capacity, authority and power to any party that conflicts with or is inconsistent in any material respect with the terms of execute this Agreement, or that would impede the diligent to deliver this Agreement and complete fulfillment of to perform its obligations hereunder;under this Agreement, and has taken all necessary action to authorize the foregoing. (e) This The execution, delivery and performance in the preceding paragraph (d) do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or Governmental Authority applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets. (f) All governmental and other authorizations, approvals, consents, notices and filings that are required to have been obtained or submitted by it with respect to this Agreement constitutes a have been obtained or submitted and are in full force and effect, and all conditions of any such authorizations, approvals, consents, notices and filings have been complied with. (g) Its obligations under this Agreement constitute its legal, valid, valid and binding obligation of such representing Party and is obligations, enforceable against it in accordance with its terms, terms (subject to the effects of applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting creditors' rights generally and subject, as to enforceability, to equitable principles of general application affecting the regardless of whether enforcement is sought in a proceeding in equity or at law and an implied covenant of creditor rights good faith and judicial principles affecting the availability fair dealing). (h) No Event of specific performance Default under Article 14 with respect to it has occurred and general principles is continuing, and no such event or circumstance would occur as a result of equityits entering into or performing its obligations under this Agreement. (i) There is not pending or, whether enforceability is considered a to its knowledge, threatened against it any action, suit or proceeding at law or equity; (f) There are no claims in equity or investigationsbefore any court, pending ortribunal, to the knowledge of the representing PartyGovernmental Authority, threatened against the representing Party official or any arbitrator that is likely to affect the legality, validity or enforceability against it of its Affiliates, at law or in equity, or before or by any Governmental Authority relating to the matters contemplated under this Agreement or that would materially adversely affect such representing Party’s its ability to perform its obligations hereunder;under this Agreement. (gj) It is not relying upon any representations of the other Party other than those expressly set forth in this Agreement. (k) It has entered into this Agreement as principal (and not as advisor, agent, broker or in any other capacity, fiduciary or otherwise), with a full understanding of the material terms and risks of the same, and is capable of assuming those risks. (l) It has made its trading and investment decisions (including their suitability) based upon its own judgment and any advice from its advisors as it has deemed necessary and not in reliance upon any view expressed by the other Party. (m) The other Party (i) is acting solely in the capacity of an arm's-length contractual counterparty with respect to this Agreement, (ii) is not acting as a financial advisor or fiduciary or in any similar capacity with respect to this Agreement and (iii) has not given to it any assurance or guarantee as to the expected performance or result of this Agreement. (n) Neither such representing Party, it nor any of its AffiliatesAffiliates has been contacted by or negotiated with any finder, broker or other intermediary in connection with the sale of Crude Oil hereunder who is entitled to any compensation with respect thereto (other than brokers' fees agreed upon by the Parties). (o) None of its or their employeesdirectors, officers, subcontractors employees or consultants who have rendered agents or shall render services relating to the Compound or Product (i) has ever been debarred or is subject to debarment or convicted of a crime for which an entity or person could be debarred under 21 U.S.C. Section 335a or (ii) has ever been under indictment for a crime for which a person or entity could be debarred under said Section 335a; and (h) The representing Party shall inform the other Party in writing promptly if during the Agreement Term it or any of its Affiliates, or its or their employees, officers, subcontractors or consultants who is rendering services related to the Compound or Product under this Agreement is debarred or is the subject of a conviction described in Section 306 of the FFDCA, or if any action, suit, claim, investigation or legal or administrative proceeding is pending or, to the representing Party’s knowledge, is threatened, relating to the debarment or conviction of the representing Party, any those of its Affiliates has received or its will receive any commission, fee, rebate, gift or their employees, officers, subcontractors or consultants performing services hereunderentertainment of significant value in connection with this Agreement.

Mutual Representations, Warranties and Covenants. Each of Salix, on the Parties hereby represents one hand, and Cosmo, on the other hand, represents, warrants and covenants to the other Party as of the Effective Date and, as applicable, hereinafter covenants thatfollows: (a) It is a corporation duly organized, validly existing and in good standing under the laws Applicable Law of its jurisdiction of organizationincorporation, is qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which the performance of its obligations hereunder requires such qualification and has all requisite power, power and authority, and legal right, and is freecorporate or otherwise, to enter into conduct its business as now being conducted and to execute, deliver and perform its obligations under this Agreement;. (b) The execution, delivery, delivery and performance by it of this Agreement by such Party have been duly authorized by all necessary corporate action action, and do not conflict with and will not (i) require any agreement, obligation, instrumentconsent or approval of its stockholders or any government authority, or understanding, oral or written, to which it is a party or by which it is bound, nor (ii) violate any provision of any Applicable Law or any Law, order, writ, judgment, injunction, decree, determination, determination or award of any Governmental Authority presently in effect applicable having applicability to such Party;it or any provision of its governing documents. (c) It is not aware of any government authorization, consent, approval, license, exemption of or filing or registration with any Governmental Authority under any Applicable Law, currently in effect, necessary for, or in connection with, the transactions contemplated by this Agreement or any other agreement or instrument executed in connection herewith, or for the performance by it of its obligations under this Agreement or such other agreements (save for Regulatory Approvals and similar authorizations from Governmental Authorities necessary for the Exploitation of the Compound and Products as contemplated hereunder), except as may be required to obtain clearance of this Agreement under the HSR Act; (d) It is not under any obligation, contractual or otherwise, to any party that conflicts with or is inconsistent in any material respect with the terms of this Agreement, or that would impede the diligent and complete fulfillment of its obligations hereunder; (e) This Agreement constitutes is a legal, valid, valid and binding obligation of such representing Party and is enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, insolvency or other laws of general application affecting the enforcement of creditor rights and rights, judicial principles affecting the availability of specific performance and general principles of equity, equity (whether enforceability is considered a proceeding at law or equity;). (fd) There are no claims It is not under any obligation to any Person, contractual or investigationsotherwise, pending or, to that is conflicting or inconsistent in any material respect with the knowledge terms of the representing Party, threatened against the representing Party or any of its Affiliates, at law or in equity, or before or by any Governmental Authority relating to the matters contemplated under this Agreement or that would materially adversely affect such representing Party’s ability to perform impede the diligent and complete fulfillment of its obligations hereunder;. (ge) Neither such representing Party, nor It will not enter into and it will cause its Affiliates to refrain from entering into any of its Affiliates, agreement or its or their employees, officers, subcontractors or consultants who have rendered or shall render services relating to the Compound or Product (i) has ever been debarred or is subject to debarment or convicted of a crime for which an entity or person could be debarred under 21 U.S.C. Section 335a or (ii) has ever been under indictment for a crime for which a person or entity could be debarred under said Section 335a; and (h) The representing Party shall inform obligation that would materially adversely affect the other Party in writing promptly if during the Agreement Term it or any of its Affiliates, or its or their employees, officers, subcontractors or consultants who is rendering services related to the Compound or Product under this Agreement is debarred or is the subject of a conviction described in Section 306 of the FFDCA, or if any action, suit, claim, investigation or legal or administrative proceeding is pending or, to the representing Party’s knowledge, is threatened, relating to the debarment rights or conviction of the representing such Party, any of its Affiliates or its or their employees, officers, subcontractors or consultants performing services hereunder’s obligations set forth in this Agreement.

Mutual Representations, Warranties and Covenants. Each of the Parties hereby represents Party represents, -------------------------------------------------- warrants and warrants covenants to the each other Party as of the Effective Date and, as applicable, hereinafter covenants that: (a) It As of the Agreement Effective Date, it is a corporation duly organizedincorporated, validly existing and is in good standing under the laws of its jurisdiction of organization, and has all requisite power, authority, and legal rightthe state in which it is incorporated, and is freein 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 Agreement or any Authorization Letter. (b) It has now and will have throughout the term of this Agreement all necessary corporate power and authority to own, lease and operate its assets and to carry on its business as presently conducted and as it will be conducted pursuant to this Agreement without any approval from, notice to, or waiver of subordination of right by, any third party. (c) It has all necessary corporate power and authority to enter into this Agreement; (b) The execution, deliveryAgreement and to perform its obligations hereunder, and performance the execution and delivery of this Agreement by such Party and the consummation of this transactions contemplated thereby have been duly authorized by all necessary corporate action and do not conflict with any agreement, obligation, instrument, or understanding, oral or written, to which it is a party or by which it is bound, nor violate any Applicable Law or any order, writ, judgment, injunction, decree, determination, or award of any Governmental Authority presently in effect applicable to such Party; (c) It is not aware of any government authorization, consent, approval, license, exemption of or filing or registration with any Governmental Authority under any Applicable Law, currently in effect, necessary for, or in connection with, the transactions contemplated by this Agreement or any other agreement or instrument executed in connection herewith, or for the performance by it of actions on its obligations under this Agreement or such other agreements (save for Regulatory Approvals and similar authorizations from Governmental Authorities necessary for the Exploitation of the Compound and Products as contemplated hereunder), except as may be required to obtain clearance of this Agreement under the HSR Act;part. (d) It is not under any obligation, contractual or otherwise, to any party that conflicts with or is inconsistent in any material respect with the terms of this Agreement, or that would impede the diligent and complete fulfillment of its obligations hereunder; (e) This Agreement constitutes and will constitute a legal, valid, valid and binding obligation of such representing Party and is Party, fully enforceable against it in accordance with its terms. (e) Each of the Parties covenants that it shall use all Commercially Reasonable Efforts so that no Viruses are coded, subject introduced or permitted to be coded or introduced into any of the effects of bankruptcysystems, insolvencyequipment, or other laws of general application affecting software which are used to provide the enforcement of creditor rights and judicial principles affecting the availability of specific performance and general principles of equityServices, whether enforceability is considered a proceeding at law or equity; (f) There are no claims or investigations, pending or, used to the knowledge of the representing Party, threatened against the representing Party or any of its Affiliates, at law or in equitystore STK Data, or before or by any Governmental Authority relating to the matters contemplated under this Agreement or that would materially adversely affect such representing Party’s ability to perform its obligations hereunder; (g) Neither such representing Party, nor any of its Affiliates, or its or their employees, officers, subcontractors or consultants who have rendered or shall render services relating to the Compound or Product (i) has ever been debarred or is subject to debarment or convicted of a crime for which an entity or person could be debarred under 21 U.S.C. Section 335a or (ii) has ever been under indictment for a crime for which a person or entity could be debarred under said Section 335a; and (h) The representing Party shall inform the other Party in writing promptly if during the Agreement Term it or any of its Affiliates, or its or their employees, officers, subcontractors or consultants who is rendering services related to the Compound or Product under this Agreement is debarred or is are the subject of the Services. If a conviction described Virus is coded or permitted to be introduced into the systems used to provide the Services, then EDS and STK shall perform their respective tasks as specified in Section 306 the then-applicable Authorization Letter(s) and this Agreement to diagnose and eliminate the Virus, mitigate any losses of operational efficiency caused by the FFDCAVirus, or if and repair any action, suit, claim, investigation or legal or administrative proceeding is pending or, damage to data caused by the representing Party’s knowledge, is threatened, relating to the debarment or conviction of the representing Party, any of its Affiliates or its or their employees, officers, subcontractors or consultants performing services hereunderVirus.

Mutual Representations, Warranties and Covenants. Each of the Parties Party hereby represents represents, warrants and warrants covenants to the other Party as of the Effective Date and, as applicable, hereinafter covenants that: (a) It it is a corporation or entity duly organized, organized and validly existing and in good standing under the laws of its the state, province, country or other jurisdiction of organization, and has all requisite power, authority, and legal right, and is free, to enter into this Agreementits incorporation or formation; (b) The the execution, delivery, delivery and performance of this Agreement by such Party have has been duly authorized by all necessary requisite corporate action and do does not require any shareholder action or approval; (c) this Agreement constitutes a legal, valid and binding obligation of such Party, enforceable according with its terms, and that the execution, delivery and performance of this Agreement does not conflict with any agreement, obligation, instrument, instrument or understanding, oral or written, to which it is a party or by which it is such Party may be bound, nor violate any Applicable Law or any order, writ, judgment, injunction, decree, determination, or award Laws and Guidelines of any Governmental court, governmental body, Regulatory Authority presently in effect applicable to such Party; (c) It is not aware of any government authorization, consent, approval, license, exemption of or filing administrative or registration with any Governmental Authority under any Applicable Law, currently in effect, necessary for, or in connection with, the transactions contemplated by this Agreement or any other agreement or instrument executed in connection herewith, or for the performance by it of its obligations under this Agreement or such other agreements (save for Regulatory Approvals and similar authorizations from Governmental Authorities necessary for the Exploitation of the Compound and Products as contemplated hereunder), except as may be required to obtain clearance of this Agreement under the HSR Actagency having jurisdiction over it; (d) It is not such Party shall perform its activities pursuant to this Agreement in compliance with GLP, GCP and GMPs, in each case as applicable under the Applicable Laws and Guidelines of the country and the state and local government wherein such activities are conducted, and with respect to the care, handling and use in research and Development activities hereunder of any obligationnonhuman animals by or on behalf of such Party, contractual or otherwise, to shall at all times comply (and shall ensure compliance by any party that conflicts with or is inconsistent in any material respect with the terms of this Agreement, or that would impede the diligent and complete fulfillment of its obligations hereundersubcontractors) with all Applicable Laws and Guidelines; (e) This Agreement constitutes a legal, valid, and binding obligation of such representing neither Party and is enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, or other laws of general application affecting the enforcement of creditor rights and judicial principles affecting the availability of specific performance and general principles of equity, whether enforceability is considered a proceeding at law or equity; shall employ (f) There are no claims or investigations, pending or, to the knowledge of the representing Partyits actual knowledge, threatened against the representing Party use any contractor or consultant that employs) any of its Affiliates, at law or in equityPerson debarred by, or before or by any Governmental Authority relating to the matters contemplated under this Agreement or that would materially adversely affect such representing Party’s ability to perform its obligations hereunder; (g) Neither such representing Party, nor any of its Affiliates, or its or their employees, officers, subcontractors or consultants who have rendered or shall render services relating to the Compound or Product (i) has ever been debarred or is subject to debarment or convicted of a crime for similar sanction of, a Regulatory Authority, or, to its actual knowledge, any Person which an entity or person could be debarred under 21 U.S.C. Section 335a or (ii) has ever been under indictment for a crime for which a person or entity could be debarred under said Section 335a; and (h) The representing Party shall inform the other Party in writing promptly if during the Agreement Term it or any of its Affiliates, or its or their employees, officers, subcontractors or consultants who is rendering services related to the Compound or Product under this Agreement is debarred or is the subject of a conviction described debarment investigation or proceeding, or similar proceeding of, a Regulatory Authority, in Section 306 the conduct of its activities under this Agreement, and each contractor or consultant used by a Party in connection with the conduct of Clinical Trials under this Agreement shall be subject to a covenant that is the same or substantially the same as the foregoing covenant; and (f) neither Party shall, during the Term, grant any right or license to any Third Party relating to any of the FFDCA, intellectual property rights it Controls which would conflict or if interfere with any action, suit, claim, investigation of the rights or legal or administrative proceeding is pending or, licenses granted to the representing Party’s knowledge, is threatened, relating to the debarment or conviction of the representing Party, any of its Affiliates or its or their employees, officers, subcontractors or consultants performing services other Party hereunder.

Mutual Representations, Warranties and Covenants. Each of the Parties hereby Party represents and warrants to the other Party as of the Effective Commencement Date andof this Agreement and as of the date of each purchase and sale of Crude Oil hereunder, as applicable, hereinafter covenants that: (a) It is a corporation duly organizedan “Eligible Contract Participant” as defined in Section 1a (12) of the Commodity Exchange Act, validly existing and in good standing under the laws of its jurisdiction of organization, and has all requisite power, authority, and legal right, and is free, to enter into this Agreement;as amended. (b) The execution, delivery, and performance It is a “forward contract merchant” in respect of this Agreement by such Party have been duly authorized by all necessary corporate action and do not conflict with any agreement, obligation, instrument, or understanding, oral or written, to which it each sale of Crude Oil hereunder is a party or by which it is bound, nor violate any Applicable Law or any order, writ, judgment, injunction, decree, determination, or award forward contract for purposes of any Governmental Authority presently in effect applicable to such Party;the Bankruptcy Code. (c) It is not aware duly organized and validly existing under the laws of any government authorization, consent, approval, license, exemption of or filing or registration with any Governmental Authority under any Applicable Law, currently in effect, necessary for, or in connection with, the transactions contemplated by this Agreement or any other agreement or instrument executed in connection herewith, or for the performance by it jurisdiction of its obligations organization or incorporation and in good standing under this Agreement or such other agreements (save for Regulatory Approvals and similar authorizations from Governmental Authorities necessary for the Exploitation of the Compound and Products as contemplated hereunder), except as may be required to obtain clearance of this Agreement under the HSR Act;law (d) It is not under any obligationhas the corporate, contractual governmental or otherwiseother legal capacity, authority and power to any party that conflicts with or is inconsistent in any material respect with the terms of execute this Agreement, or that would impede the diligent to deliver this Agreement and complete fulfillment of to perform its obligations hereunder;under this Agreement, and has taken all necessary action to authorize the foregoing. (e) This The execution, delivery and performance in the preceding paragraph (d) do not violate or conflict with any Applicable Law, any provision of its constitutional documents, any order or judgment of any court or Governmental Authority applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets. (f) All governmental and other authorizations, approvals, consents, notices, and filings that are required to have been obtained or submitted by it with respect to this Agreement constitutes a have been obtained or submitted and are in full force and effect, and all conditions of any such authorizations, approvals, consents, notices and filings have been complied with. (g) Its obligations under this Agreement constitute its legal, valid, valid and binding obligation of such representing Party and is obligations, enforceable against it in accordance with its terms, terms (subject to the effects of applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or other similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application affecting the regardless of whether enforcement is sought in a proceeding in equity or at law and an implied covenant of creditor rights good faith and judicial principles affecting the availability fair dealing). (h) No Event of specific performance Default under Article 15 with respect to it has occurred and general principles is continuing, and no such event or circumstance would occur as a result of equityits entering into or performing its obligations under this Agreement. (i) There is not pending or, whether enforceability is considered a to its knowledge, threatened against it any action, suit or proceeding at law or equity; (f) There are no claims in equity or investigationsbefore any court, pending ortribunal, to the knowledge of the representing PartyGovernmental Authority, threatened against the representing Party official or any of its Affiliatesarbitrator that is likely to affect the legality, at law or in equityvalidity, or before or by any Governmental Authority relating to the matters contemplated under enforceability against it of this Agreement or that would materially adversely affect such representing Party’s its ability to perform its obligations hereunder;under this Agreement. (gj) It is not relying upon any representations of the other Party, other than those expressly set forth in this Agreement. (k) It has entered into this Agreement as principal (and not as advisor, agent, broker or in any other capacity, fiduciary or otherwise), with a full understanding of the material terms and risks of the same and is capable of assuming those risks. (l) It has made its trading and investment decisions (including their suitability) based upon its own judgment and any advice from its advisors as it has deemed necessary, and not in reliance upon any view expressed by the other Party. (m) The other Party (i) is acting solely in the capacity of an arm’s-length contractual counterparty with respect to this Agreement, (ii) is not acting as a financial advisor or fiduciary or in any similar capacity with respect to this Agreement and (iii) has not given to it any assurance or guarantee as to the expected performance or result of this Agreement. (n) Neither such representing Party, it nor any of its AffiliatesAffiliates has been contacted by or negotiated with any finder, broker or other intermediary in connection with the sale of Crude Oil hereunder who is entitled to any compensation with respect thereto (other than brokers’ fees agreed upon by the Parties). (o) None of its or their employeesdirectors, officers, subcontractors employees or consultants who have rendered agents or shall render services relating to the Compound or Product (i) has ever been debarred or is subject to debarment or convicted of a crime for which an entity or person could be debarred under 21 U.S.C. Section 335a or (ii) has ever been under indictment for a crime for which a person or entity could be debarred under said Section 335a; and (h) The representing Party shall inform the other Party in writing promptly if during the Agreement Term it or any of its Affiliates, or its or their employees, officers, subcontractors or consultants who is rendering services related to the Compound or Product under this Agreement is debarred or is the subject of a conviction described in Section 306 of the FFDCA, or if any action, suit, claim, investigation or legal or administrative proceeding is pending or, to the representing Party’s knowledge, is threatened, relating to the debarment or conviction of the representing Party, any those of its Affiliates has received or its will receive any commission, fee, rebate, gift or their employees, officers, subcontractors or consultants performing services hereunderentertainment of significant value in connection with this Agreement.

Mutual Representations, Warranties and Covenants. Each of the Parties hereby represents Party represents, warrants, and warrants covenants to the other Party as of the Effective Date and, as applicable, hereinafter covenants that: (a) It it is a corporation and will be duly organized, and validly existing and in good standing under the laws of the state of its jurisdiction of organization, and formation; (b) it has all requisite powercorporate power to own, authorityoperate and lease its properties, carry on its business as now conducted, enter into this Agreement, carry out the transactions contemplated hereby, and legal right, perform and is free, carry out all covenants and obligations on its part to enter into be performed under and pursuant to this Agreement; (bc) The it shall use diligent efforts to obtain and maintain all regulatory authorizations, including any required authorization, from the APSC and the FERC necessary for it to legally perform its obligations under this Agreement; (d) the execution, delivery, delivery and performance of this Agreement by such Party have has been duly authorized by all necessary corporate action action, does not and will not require any further consents or approvals of the Seller's or Buyer's Boards of Directors or shareholders other than that which has been obtained, and does not and will not violate any of the terms or conditions of any contract or other agreement to which it is a party or any Legal Requirements applicable to it; (e) this Agreement constitutes each Party's legally valid and binding obligation enforceable against it in accordance with the terms thereof, subject to any equitable defenses; (f) there are no bankruptcy proceedings pending or being contemplated by it or, to its knowledge, threatened against it; (g) to its knowledge, there are no pending or threatened actions or proceedings affecting it before any Governmental Authority which purports to affect the legality, validity or enforceability of this Agreement or would be reasonably likely to materially adversely affect its ability to perform this Agreement; and (h) the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of and compliance with the provisions of this Agreement do not and will not conflict with or constitute a breach of or a default under, any of the terms, conditions or provisions of any Legal Requirements, or any partnership agreement, obligationdeed of trust, instrumentmortgage, loan agreement, other evidence of indebtedness or understanding, oral any other agreement or written, instrument to which it is a party or by which it is bound, nor violate any Applicable Law or any order, writ, judgment, injunction, decree, determination, or award of any Governmental Authority presently in effect applicable to such Party; (c) It is not aware of any government authorization, consent, approval, license, exemption of or filing or registration with any Governmental Authority under any Applicable Law, currently in effect, necessary for, or in connection with, the transactions contemplated by this Agreement or any other agreement or instrument executed in connection herewith, or for the performance by it of its obligations under this Agreement or such other agreements (save for Regulatory Approvals and similar authorizations from Governmental Authorities necessary for the Exploitation of the Compound and Products as contemplated hereunder), except as may be required to obtain clearance of this Agreement under the HSR Act; (d) It is not under any obligation, contractual or otherwise, to any party that conflicts with or is inconsistent in any material respect with the terms of this Agreement, or that would impede the diligent and complete fulfillment of its obligations hereunder; (e) This Agreement constitutes a legal, valid, and binding obligation of such representing Party and is enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, or other laws of general application affecting the enforcement of creditor rights and judicial principles affecting the availability of specific performance and general principles of equity, whether enforceability is considered a proceeding at law or equity; (f) There are no claims or investigations, pending or, to the knowledge of the representing Party, threatened against the representing Party or any of its Affiliates, at law or in equityproperty is bound, or before result in a breach of or by any Governmental Authority relating to the matters contemplated a default under this Agreement or that would materially adversely affect such representing Party’s ability to perform its obligations hereunder; (g) Neither such representing Party, nor any of its Affiliates, or its or their employees, officers, subcontractors or consultants who have rendered or shall render services relating to the Compound or Product (i) has ever been debarred or is subject to debarment or convicted of a crime for which an entity or person could be debarred under 21 U.S.C. Section 335a or (ii) has ever been under indictment for a crime for which a person or entity could be debarred under said Section 335a; and (h) The representing Party shall inform the other Party in writing promptly if during the Agreement Term it or any of its Affiliates, or its or their employees, officers, subcontractors or consultants who is rendering services related to the Compound or Product under this Agreement is debarred or is the subject of a conviction described in Section 306 of the FFDCA, or if any action, suit, claim, investigation or legal or administrative proceeding is pending or, to the representing Party’s knowledge, is threatened, relating to the debarment or conviction of the representing Party, any of its Affiliates or its or their employees, officers, subcontractors or consultants performing services hereunderforegoing.

Mutual Representations, Warranties and Covenants. Each of the Parties hereby represents Party represents, warrants and warrants covenants to the other Party as of the Effective Date and, as applicable, hereinafter covenants that: (a) It it is a corporation duly organized, validly existing existing, and in good standing under the laws Laws of its jurisdiction of incorporation, organization, or chartering, and has all requisite power, authority, the full power and legal right, and is free, authority to enter into this AgreementAgreement and to perform its obligations; (b) The the execution of this Agreement by such Party’s Representative whose signature is set forth at the end hereof has been duly authorized by all necessary corporate action of such Party; (c) when executed and delivered by such Party, this Agreement constitutes the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms; (d) the execution, delivery, and performance of this Agreement by such Party have been duly authorized by all necessary corporate action and do does not violate, conflict with with, require consent under, or result in any agreement, obligationbreach of or default under (i) any applicable Law or (ii) the provisions of any contract, instrument, or understanding, oral or written, understanding to which it is a party or by which it is bound, nor violate any Applicable Law or any order, writ, judgment, injunction, decree, determination, or award of any Governmental Authority presently in effect applicable to such Party; (c) It is not aware of any government authorization, consent, approval, license, exemption of or filing or registration with any Governmental Authority under any Applicable Law, currently in effect, necessary for, or in connection with, the transactions contemplated by this Agreement or any other agreement or instrument executed in connection herewith, or for the performance by it of its obligations under this Agreement or such other agreements (save for Regulatory Approvals and similar authorizations from Governmental Authorities necessary for the Exploitation of the Compound and Products as contemplated hereunder), except as may be required to obtain clearance of this Agreement under the HSR Act; (d) It is not under any obligation, contractual or otherwise, to any party that conflicts with or is inconsistent in any material respect with the terms of this Agreement, or that would impede the diligent and complete fulfillment of its obligations hereunder; (e) This Agreement constitutes a legalit shall not use any Collaboration Technology or data or materials stemming from any license granted by the other Party to train or validate other products or biomarkers or to permit such data or materials to become integrated into other products. For the avoidance of doubt, validnothing in this section 10.1(e) shall in any way limit or restrict Paige’s use of any improvements, and binding obligation of such representing Party and is enforceable against it in accordance with its termsmodifications, subject to the effects of bankruptcy, insolvencyderivatives, or other laws of general application affecting the enforcement of creditor rights and judicial principles affecting the availability of specific performance and general principles of equity, whether enforceability is considered a proceeding at law or equityenhancements made to Paige Background Intellectual Property Rights; (f) There are no claims or investigations, pending or, it has the legal authority to the knowledge of the representing Party, threatened against the representing Party or use and transfer any of data necessary to carry out its Affiliates, at law or in equity, or before or by any Governmental Authority relating to the matters contemplated duties and obligations under this Agreement or that would materially adversely affect such representing Party’s Agreement, including the ability to perform use and transfer the data anticipated under this Agreement, and it complies, as applicable, with privacy and security Laws in the applicable Territory, including but not limited to HIPAA in the United States and, its obligations hereunderimplementing regulations and other applicable federal and state laws and regulations safeguarding the privacy and security of identifiable information; (g) Neither such representing Party, that neither it nor any of person or entity employed or engaged by it, including without limitation its Affiliatesofficers, directors, employees, or its or their employeesagents who provide services in connection with this Agreement (“Personnel”), officers, subcontractors or consultants who have rendered or shall render services relating to the Compound or Product are currently: (i) has ever been excluded, debarred, suspended or otherwise ineligible to participate in federal health care programs as defined in 42 U.S.C. Sec. 1320a-7b or from federal procurement or non-procurement activities as defined in Executive Order 12689 (collectively “Ineligible”); (ii) debarred or is subject to debarment suspended by the U.S. FDA or under the Generic Drug Enforcement Act of 1992, 21 U.S.C. Sec. 335(a), as amended, or any similar state law or regulation (collectively “Debarred”) or (iii) convicted of a crime for which an entity or person could be debarred under 21 criminal offense that falls within the ambit of 42 U.S.C. Section 335a or (ii) Sec 1320a-7(a), but has ever not yet been under indictment for a crime for which a person or entity could be debarred under said Section 335a; and (h) The representing Party shall inform the other Party in writing promptly if during the Agreement Term it or any of its Affiliatesexcluded, debarred, suspended, or its or their employeesotherwise declared ineligible (“Convicted”); and that it will not utilize any Ineligible, officers, subcontractors or consultants who is rendering services related to the Compound or Product under this Agreement is debarred or is the subject of a conviction described in Section 306 of the FFDCADebarred, or if Convicted Personnel to provide any action, suit, claim, investigation or legal or administrative proceeding is pending or, to the representing Party’s knowledge, is threatened, relating to the debarment or conviction of the representing Party, any of its Affiliates or its or their employees, officers, subcontractors or consultants performing services hereunder.

Mutual Representations, Warranties and Covenants. Each of the Parties hereby Party represents and warrants to the other Party as of the Effective Date and, as applicable, hereinafter covenants that: (a) It 10.1.1 such Party is a corporation duly organized, validly existing and in good standing under the laws Applicable Laws of the jurisdiction of its jurisdiction of organization, incorporation and has all requisite power, authority, full corporate power and authority and legal right, and is free, right to enter into this AgreementAgreement and to carry out the provisions hereof; (b) The 10.1.2 such Party has the right to grant the licenses to the other Party purported to be granted pursuant to this Agreement and the rights granted to the other Party pursuant to this Agreement do not conflict with any rights or obligations of such Party to any Third Parties; 10.1.3 such Party has taken all necessary action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder, and this Agreement constitutes a legal, valid and binding obligation of such Party that is enforceable against it in accordance with the terms and conditions hereof; 10.1.4 to a Party’s knowledge, such Party has received all necessary licenses and certificates with respect to facilities within such Party’s ownership or control sufficient to allow such Party to conduct the activities assigned to such Party under each Research Plan, and such Party is in compliance with the requirements of such licenses and certificates; 10.1.5 the execution, delivery, delivery and performance of this Agreement by such Party have been duly authorized by all necessary corporate action and do (a) will not constitute a default under, or conflict with with, any agreement, obligation, instrument, instrument or understanding, oral or written, to which it is a party or by which it is bound, nor (b) violate any Applicable Law or any order, writ, judgment, injunction, decree, determination, or award regulation of any Governmental Authority presently court, governmental body or administrative or other agency having jurisdiction over such Party; and (c) is not prohibited or limited by, and shall not result in effect applicable to the breach of or a default under, any provision of the certificate or articles of incorporation or bylaws of such Party; (c) It 10.1.6 it is not aware 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; 10.1.7 such Party and its Affiliates have not employed and during the Term, will not employ or use in any capacity the services of any government authorization, consent, approval, license, exemption Person debarred by the FDA (or subject to a similar sanction of EMA or filing or registration with any Governmental Authority under any Applicable Law, currently in effect, necessary forforeign equivalent), or any Person who is the subject of an FDA debarment investigation or proceeding (or similar proceeding of EMA or foreign equivalent). Such Party shall notify the other Party in connection with, the transactions contemplated by writing immediately if any such debarment occurs or comes to its attention and shall promptly remove any person or entity so disbarred from performing ay activities related to this Agreement; 10.1.8 such Party and its Affiliates performing activities under this Agreement has in place or will have in place prior to its conduct of its activities under the Agreement a written agreement with its employees and other personnel it appoints to perform such activities hereunder to ensure that such Party has sufficient ownership or license rights to any Collaboration Technology invented, discovered, created or developed by such Party to grant the rights to the other agreement or instrument executed in connection herewith, or for the performance by it of Party as required to be granted under this Agreement; 10.1.9 such Party shall perform its obligations under this Agreement or such other agreements (save for Regulatory Approvals and similar authorizations from Governmental Authorities necessary for the Exploitation of the Compound and Products as contemplated hereunder), except as may be required to obtain clearance of this Agreement under the HSR Act; (d) It is not under any obligation, contractual or otherwise, to any party that conflicts with or is inconsistent in any material respect with the terms of this Agreement, or that would impede the diligent and complete fulfillment of its obligations hereunder; (e) This Agreement constitutes a legal, valid, and binding obligation of such representing Party and is enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, or other laws of general application affecting the enforcement of creditor rights Applicable Law and judicial principles affecting the availability of specific performance and general principles of equity, whether enforceability is considered a proceeding at law or equity; (f) There are no claims or investigations, pending or, to the knowledge of the representing Party, threatened against the representing Party or any of its Affiliates, at law or in equity, or before or by any Governmental Authority relating to the matters contemplated under this Agreement or that would materially adversely affect such representing Party’s ability to perform its obligations hereunder; (g) Neither such representing Party, nor any of its Affiliates, or its or their employees, officers, subcontractors or consultants who have rendered or shall render services relating to the Compound or Product (i) has ever been debarred or is subject to debarment or convicted of a crime for which an entity or person could be debarred under 21 U.S.C. Section 335a or (ii) has ever been under indictment for a crime for which a person or entity could be debarred under said Section 335a; and (h) The representing Party shall inform promptly notify the other Party in writing promptly if during the Agreement Term it has information to suggest or any if it suspects that there may be a violation of Applicable Law in connection with this Agreement; and 10.1.10 such Party shall and shall cause its AffiliatesAffiliates and its and their respective subcontractors and licensees to, or its or their employees, officers, subcontractors or consultants who is rendering services related conduct all activities undertaken pursuant to the Compound or Product under this Agreement is debarred or is the subject of a conviction described in Section 306 of the FFDCA, or if any action, suit, claim, investigation or legal or administrative proceeding is pending or, to the representing Party’s knowledge, is threatened, relating to the debarment or conviction of the representing Party, any of its Affiliates or its or their employees, officers, subcontractors or consultants performing services hereunderaccordance with Applicable Law.

Mutual Representations, Warranties and Covenants. Each of the Parties hereby represents Parties, severally, and not jointly and severally, represents, warrants and covenants to the each other Party that, as of the Agreement Effective Date and(or, in the case of each Company Party and Consenting Stakeholder that becomes a party hereto after the Agreement Effective Date, as of the date such Company Party or Consenting Stakeholder becomes a Party to this Agreement by executing and delivering a Company Acknowledgment or Joinder, as applicable, hereinafter covenants that) and as of the Closing Date: (a) It it is a corporation duly organized, validly existing and in good standing under the laws Laws of the state or jurisdiction of its jurisdiction of organization, and has all requisite power, authorityincorporation or formation, and legal right, and is free, to enter into this Agreement; (b) The execution, delivery, and performance of this Agreement by such Party have been duly authorized by all necessary corporate action and do not conflict with any agreement, obligation, instrument, or understanding, oral or written, to which it is a party or by which it is bound, nor violate any Applicable Law or any order, writ, judgment, injunction, decree, determination, or award of any Governmental Authority presently in effect applicable to such Party; (c) It is not aware of any government authorization, consent, approval, license, exemption of or filing or registration with any Governmental Authority under any Applicable Law, currently in effect, necessary for, or in connection with, the transactions contemplated by this Agreement or any other agreement or instrument executed in connection herewith, or for the performance by it of its obligations under this Agreement or such other agreements (save for Regulatory Approvals and similar authorizations from Governmental Authorities necessary for the Exploitation of the Compound and Products as contemplated hereunder), except as may be required to obtain clearance of this Agreement under the HSR Act; (d) It is not under any obligation, contractual or otherwise, to any party that conflicts with or is inconsistent in any material respect with the terms of this Agreement, or that would impede the diligent and complete fulfillment of its obligations hereunder; (e) This Agreement constitutes a legal, valid, and binding obligation of such representing Party and is Party, enforceable against it in accordance with its terms, subject except as enforcement may be limited by applicable Laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability; (b) except as expressly provided in this Agreement, the effects Plan or the Bankruptcy Code, if applicable, no consent or approval is required by any other Entity or Person in order for it to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement; (c) the entry into and performance of, the transactions contemplated by this Agreement do not, and will not, conflict in any material respect with any Law or regulation applicable to it or with any of bankruptcyits articles of association, insolvencymemorandum of association, or other laws constitutional documents; (d) it has all requisite corporate or similar power and authority to enter into, execute, and deliver this Agreement and it has (or will have, at the relevant time) all requisite corporate, partnership or similar power and authority to effectuate the Restructuring Transactions and carry out the transactions contemplated by, and perform its respective obligations under, this Agreement; (e) it has not assigned, conveyed, sold, hypothecated or otherwise transferred all, any part of general application affecting or any interest in any claim or cause of action that would be released pursuant to the enforcement of creditor rights and judicial principles affecting releases set forth in the availability of specific performance and general principles of equity, whether enforceability is considered a proceeding at law or equity;Plan; and (f) There are no claims it is not a party to any Alternative Restructuring Proposal, restructuring, or investigations, pending or, similar agreement with other Parties to this Agreement that relates to the knowledge of the representing Party, threatened against the representing Party Company or any of its Affiliates, at law direct or in equity, or before or by any Governmental Authority relating indirect subsidiaries that has not been disclosed to the matters contemplated under all Parties to this Agreement or that would materially adversely affect such representing Party’s ability to perform its obligations hereunder; (g) Neither such representing Party, nor any of its Affiliates, or its or their employees, officers, subcontractors or consultants who have rendered or shall render services relating to the Compound or Product (i) has ever been debarred or is subject to debarment or convicted of a crime for which an entity or person could be debarred under 21 U.S.C. Section 335a or (ii) has ever been under indictment for a crime for which a person or entity could be debarred under said Section 335a; and (h) The representing Party shall inform the other Party in writing promptly if during the Agreement Term it or any of its Affiliates, or its or their employees, officers, subcontractors or consultants who is rendering services related to the Compound or Product under this Agreement is debarred or is the subject of a conviction described in Section 306 of the FFDCA, or if any action, suit, claim, investigation or legal or administrative proceeding is pending or, to the representing Party’s knowledge, is threatened, relating to the debarment or conviction of the representing Party, any of its Affiliates or its or their employees, officers, subcontractors or consultants performing services hereunderAgreement.

Mutual Representations, Warranties and Covenants. Each of Party (the Parties “Representing Party”) hereby represents represents, warrants and warrants covenants to the other Party as of the Effective Date andParty, as applicablea material inducement for such other Party’s entry into this Agreement, hereinafter covenants thatas follows: (a) It 12.1.1 The Representing Party is a corporation duly organized, organized and validly existing and in good standing under the laws of its jurisdiction of organization, incorporation and it has full corporate power and authority and has taken all requisite power, authority, and legal right, and is free, corporate action necessary to enter into and perform this Agreement; (b) 12.1.2 This Agreement is a legal and valid obligation binding upon the Representing Party and enforceable against it in accordance with its terms, assuming due execution and delivery of the Agreement by the Parties, and subject to applicable laws regarding insolvency, bankruptcy, reorganization, moratorium and other Laws affecting creditors’ rights generally as from time to time in effect; 12.1.3 The execution, delivery, delivery and performance of this the Agreement by such the Representing Party have been duly authorized by all necessary corporate action and do does not conflict with any agreement, obligation, instrument, instrument or understanding, oral or written, to which it is a party or by which it is bound, nor to its knowledge, violate any Applicable Law or any order, writ, judgment, injunction, decree, determination, or award of any Governmental Authority presently in effect applicable to such PartyLaw; (c) It is not aware 12.1.4 To its knowledge as of any the Effective Date, other than Marketing Approvals for the Products, no government authorization, consent, approval, license, exemption of or filing or registration with any Governmental Authority court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, under any Applicable Lawapplicable laws, rules or regulations currently in effect, is or will be necessary for, or in connection with, the transactions transaction contemplated by this Agreement or any other agreement or instrument executed in connection herewith, or for the performance by it the Representing Party of its obligations under this Agreement or and such other agreements (save for Regulatory Approvals and similar authorizations from Governmental Authorities necessary for the Exploitation agreements; 12.1.5 The Representing Party has not granted as of the Compound Effective Date, and Products as contemplated hereunder)during the Term will not grant, except as may be required to obtain clearance of this Agreement under the HSR Act; (d) It is not under any obligation, contractual or otherwise, right to any party that Third Party relating to its respective Licensed Technology which conflicts with the rights granted to the other Party hereunder; and without limiting the foregoing, the Representing Party will not, during the Term, encumber the subject matter (including Patents and Know-How) within its respective Licensed Technology, as applicable, with liens, mortgages, security interests or is inconsistent in any material respect with the terms of this Agreement, or another similar interest that would impede give the diligent and complete fulfillment of its obligations hereunder; (e) This Agreement constitutes a legal, valid, and binding obligation holder the right to convert the interest into ownership of such representing Party and subject matter, unless the encumbrance is enforceable against it in accordance with its terms, expressly subject to the effects of bankruptcy, insolvency, or other laws of general application affecting the enforcement of creditor licenses and rights and judicial principles affecting the availability of specific performance and general principles of equity, whether enforceability is considered a proceeding at law or equity; (f) There are no claims or investigations, pending or, granted to the knowledge of the representing Party, threatened against the representing other Party or any of its Affiliates, at law or in equity, or before or by any Governmental Authority relating to the matters contemplated under this Agreement or that would materially adversely affect such representing Party’s ability to perform its obligations hereunder;herein; and (g) Neither such representing Party, nor any of its Affiliates, or its or their employees, officers, subcontractors or consultants who have rendered or shall render services relating to the Compound or Product (i) 12.1.6 The Representing Party has ever not been debarred or is subject to debarment or convicted of a crime for which an entity or person could be debarred under 21 U.S.C. Section 335a or (ii) has ever been under indictment for a crime for which a person or entity could be debarred under said Section 335a; and (h) The representing Party shall inform the other Party in writing promptly if during the Agreement Term it or any of its Affiliates, or its or their employees, officers, subcontractors or consultants who is rendering services related to the Compound or Product under this Agreement is debarred or is the subject of a conviction described debarment proceedings by any Regulatory Authority and will not knowingly use in Section 306 connection with the Preclinical Development, Development, Manufacture or Commercialization hereunder any employee, consultant or investigator that has been debarred or the subject of the FFDCA, or if debarment proceedings by any action, suit, claim, investigation or legal or administrative proceeding is pending or, to the representing Party’s knowledge, is threatened, relating to the debarment or conviction of the representing Party, any of its Affiliates or its or their employees, officers, subcontractors or consultants performing services hereunderRegulatory Authority.

Mutual Representations, Warranties and Covenants. Each of the Parties hereby represents Party represents, warrants and warrants covenants to the each other Party Party, as of the Agreement Effective Date, Joinder Agreement or Transfer Agreement (as applicable), the Agreement Effective Date and, as applicable, hereinafter covenants thatand the Closing Date: (a) It it is a corporation duly organized, validly existing and in good standing under the laws of the state of its jurisdiction of organization, and has all requisite power, authority, and legal right, and is free, to enter into this Agreement; (b) The execution, delivery, and performance of this Agreement by such Party have been duly authorized by all necessary corporate action and do not conflict with any agreement, obligation, instrument, or understanding, oral or written, to which it is a party or by which it is bound, nor violate any Applicable Law or any order, writ, judgment, injunction, decree, determination, or award of any Governmental Authority presently in effect applicable to such Party; (c) It is not aware of any government authorization, consent, approval, license, exemption of or filing or registration with any Governmental Authority under any Applicable Law, currently in effect, necessary for, or in connection with, the transactions contemplated by this Agreement or any other agreement or instrument executed in connection herewith, or for the performance by it of its obligations under this Agreement or such other agreements (save for Regulatory Approvals and similar authorizations from Governmental Authorities necessary for the Exploitation of the Compound and Products as contemplated hereunder), except as may be required to obtain clearance of this Agreement under the HSR Act; (d) It is not under any obligation, contractual or otherwise, to any party that conflicts with or is inconsistent in any material respect with the terms of this Agreement, or that would impede the diligent and complete fulfillment of its obligations hereunder; (e) This Agreement constitutes a legal, valid, valid and binding obligation of such representing Party and is Party, enforceable against it in accordance with its terms, subject except as enforcement may be limited by applicable laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability; (b) it has all requisite power and authority to execute, deliver, and perform, and has taken all necessary action to authorize the entry into, performance and execution of, its obligations under this Agreement; (c) except as expressly provided in this Agreement, Brazilian Bankruptcy Law, English Companies Act or the Bankruptcy Code or as expressly contemplated by the Restructuring Documents, no further consent or approval is required by any other Person or Entity in order for it to effectuate the Restructuring contemplated by, and perform its respective obligations under, this Agreement; (d) the entry into and performance by it of the Restructuring contemplated by this Agreement does not, and will not, conflict in any material respect with any law or regulation applicable to it or with any of its articles of association, memorandum of association or other constitutional documents; (e) it is not party to any restructuring, Alternative Restructuring Plan or similar agreement or arrangement with the other Parties to this Agreement in relation to the effects of bankruptcy, insolvency, or other laws of general application affecting the enforcement of creditor rights and judicial principles affecting the availability of specific performance and general principles of equity, whether enforceability is considered a proceeding at law or equityCompany Parties that has not been disclosed to all Parties; (f) There are no claims or investigationsit has been represented by legal counsel of its choosing in connection with this Agreement and the transactions contemplated by this Agreement, pending or, has had the opportunity to the knowledge of the representing Party, threatened against the representing review this Agreement with its legal counsel and has not relied on any statements made by any other Party or any of its Affiliates, at law or in equity, or before or by any Governmental Authority relating other Party’s legal counsel as to the matters contemplated under this Agreement or that would materially adversely affect such representing Party’s ability to perform its obligations hereunder;meaning of any term and condition contained herein; and (g) Neither such representing Party, nor any the conditions set forth in this Agreement represent the full set of its Affiliates, or its or their employees, officers, subcontractors or consultants who have rendered or shall render services relating conditions precedent to the Compound or Product (i) has ever been debarred or is subject to debarment or convicted effectiveness of a crime for which an entity or person could be debarred under 21 U.S.C. Section 335a or (ii) has ever been under indictment for a crime for which a person or entity could be debarred under said Section 335a; and (h) The representing Party shall inform the other Party in writing promptly if during the Agreement Term it or any of its Affiliates, or its or their employees, officers, subcontractors or consultants who is rendering services related to the Compound or Product under this Agreement is debarred or is the subject of a conviction described in Section 306 of the FFDCA, or if any action, suit, claim, investigation or legal or administrative proceeding is pending or, to the representing Party’s knowledge, is threatened, relating to the debarment or conviction of the representing Party, any of its Affiliates or its or their employees, officers, subcontractors or consultants performing services hereunderAgreement.

Mutual Representations, Warranties and Covenants. Each of the Parties Party hereby represents represents, warrants and warrants covenants to the other Party as of the Effective Date and, as applicable, hereinafter covenants thatfollows: (a) It Such Party: (i) is a corporation duly organized, validly existing and in good standing under the laws of its the jurisdiction of organization, in which it is incorporated or organized; (ii) has the corporate power and has all requisite power, authority, authority and the legal right, and is free, right to enter into this Agreement;Agreement and to perform its obligations hereunder; and (iii) has taken all necessary corporate action on its part to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder. (b) The This Agreement is a legal and valid obligation binding upon such Party and enforceable in accordance with its terms, and the execution, delivery, delivery and performance of this Agreement by such Party have been duly authorized by all necessary corporate action and do does not conflict with any material agreement, obligation, instrument, instrument or understanding, oral or written, to which it is a party or by which it is bound, nor violate any Applicable Law law or any order, writ, judgment, injunction, decree, determination, or award regulation of any Governmental Authority presently in effect applicable to such Party;court, governmental body or administrative or other agency having jurisdiction over it. (c) It is not aware All material consents, approvals and authorizations of any government authorization, consent, approval, license, exemption of or filing or registration with any Governmental Authority under any Applicable Law, currently in effect, necessary for, or all governmental authorities and other persons required to be obtained by such Party in connection with, with the transactions contemplated by execution and delivery and performance of this Agreement have been and shall be obtained. (d) It’s obligations and responsibilities under this Agreement will be performed in a competent manner in conformance with the standard of care usually and reasonably expected in the performance of such activities, and in compliance with applicable federal, state and local laws, rules and regulations, as interpreted and enforced by Regulatory Authorities. Notwithstanding anything in this Agreement, it shall not have any obligation or responsibility to perform any activity that is contrary to applicable federal, state and local laws, rules and regulations, as interpreted and enforced by Regulatory Authorities. (e) Neither it nor any of its employees or agents rendering services pursuant to this Agreement is under investigation by any Regulatory Authority, including the FDA, for activities that could form the basis of a debarment action or is presently debarred pursuant to the Generic Drug Enforcement Act of 1992, 21 U.S.C. § 335a, or any other agreement similar law of any other regulatory authority in the Territory. A Party shall notify the other Party and the CRMA Committee promptly after learning of any inquiry concerning or instrument executed the commencement of any such proceeding involving such Party or any person or entity related to or involved in connection herewith, or for the such Party’s performance by it of its obligations under this Agreement or such other agreements (save for Regulatory Approvals Agreement. [ * ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and similar authorizations from Governmental Authorities necessary for the Exploitation Exchange Commission pursuant to Rule 24b-2 of the Compound and Products Securities Exchange Act of 1934, as contemplated hereunder), except as may be required amended. (f) If any Regulatory Authority conducts or gives notice to obtain clearance a Party of its intent with respect to any activities under this Agreement under to conduct an inspection at any facility of the HSR Act; (d) It is not under Party or take any obligation, contractual or otherwise, other regulatory action related to any party that conflicts with or is inconsistent in any material respect with the terms of activities under this Agreement, or that would impede if the diligent and complete fulfillment Party becomes aware of its obligations hereunder; (e) This Agreement constitutes a legalany such governmental inspection or other regulatory activity, valid, and binding obligation of such representing the Party shall promptly give the other Party and is enforceable against it in accordance with its termsthe CRMA Committee notice thereof, subject including all information pertaining to any such inspections or actions, unless and only to the effects of bankruptcy, insolvency, extent restricted by the governmental or other laws of general application affecting the enforcement of creditor rights and judicial principles affecting the availability of specific performance and general principles of equity, whether enforceability is considered a proceeding at law Regulatory Authority or equity; (f) There are no claims or investigations, pending or, to the knowledge of the representing Party, threatened against the representing Party or any of its Affiliates, at law or in equity, or before or by any Governmental Authority relating to the matters contemplated under this Agreement or that would materially adversely affect such representing Party’s ability to perform its obligations hereunder;applicable law. (g) It’s personnel and consultants have, and shall have, all training, licenses, approvals, certifications, immunizations, equipment and information necessary for safely and properly performing its obligations under this Agreement, and it will ensure that all such training, licenses, approvals, certifications, immunizations, equipment and information are properly maintained throughout the conduct of it’s activities under this Agreement. (h) It is and will remain (and shall use reasonable efforts to ensure any Third Party retained by it as permitted by this Agreement is and will remain) in substantial compliance with regulatory and legal requirements, as interpreted and enforced by Regulatory Authorities. (i) Neither such representing Party, it nor any of its Affiliates, or its or their employees, officers, subcontractors or consultants who have rendered or shall render services relating to the Compound or Product (i) has ever been debarred or is subject to debarment or convicted of a crime for which an entity or person could be debarred under 21 U.S.C. Section 335a or (ii) has ever been under indictment for a crime for which a person or entity could be debarred under said Section 335a; and (h) The representing Party shall inform the other Party in writing promptly if during the Agreement Term it personnel or any of its Affiliates, or its or their employees, officers, subcontractors or consultants who is rendering services related Third Party engaged to the Compound or Product under this Agreement is debarred or is perform any activities hereunder have been the subject of a conviction described an investigation or in Section 306 of research that was terminated, as the FFDCAterm “termination” is used in 21 C.F.R. § 812.3(8), or if any action, suit, claim, have been the subject of investigation or legal have been disqualified under 21 C.F.R. § 312.7, nor have they been subjected to any restrictions or administrative proceeding is pending or, sanctions related to the representing Party’s knowledge, is threatened, relating to the debarment allegations of research or conviction of the representing Party, any of its Affiliates or its or their employees, officers, subcontractors or consultants performing services hereunderprofessional misconduct.

Mutual Representations, Warranties and Covenants. Each of the Parties hereby Surmodics and Xxxxxx each represents and warrants to the other Party other, as of the Effective Date andDate, as applicableand covenants, hereinafter covenants that: (a) 11.1.1 It is a corporation duly organized, validly existing and in good standing under the laws of its the jurisdiction of organization, its organization and has all requisite power, power and authority, and legal right, and is freecorporate or otherwise, to enter into execute, deliver and perform this Agreement; (b) 11.1.2 The execution, delivery, execution and performance delivery of this Agreement and the performance by such Party it of the transactions contemplated hereby have been duly authorized by all necessary corporate action and do not conflict with violate: (i) such Party’s charter documents, bylaws or other organizational documents; (ii) in any material respect, any agreement, obligation, instrument, instrument or understanding, oral or written, contractual obligation to which it is a party or by which it such Party is bound, nor violate ; (iii) any requirement of any Applicable Law Law; or (iv) any order, writ, judgment, injunction, decree, determination, determination or award of any Governmental Authority court or governmental agency presently in effect applicable to such Party; 11.1.3 This Agreement is a legal, valid and binding obligation of such Party enforceable against it in accordance with its terms and conditions, subject to the effects of bankruptcy, insolvency or other laws of general application affecting the enforcement of creditor rights, judicial principles affecting the availability of specific performance and general principles of equity (c) It whether enforceability is not aware of any government authorization, consent, approval, license, exemption of considered a proceeding at law or filing or registration with any Governmental Authority under any Applicable Law, currently in effect, necessary for, or in connection with, the transactions contemplated by this Agreement or any other agreement or instrument executed in connection herewith, or for the performance by it of its obligations under this Agreement or such other agreements (save for Regulatory Approvals and similar authorizations from Governmental Authorities necessary for the Exploitation of the Compound and Products as contemplated hereunderequity), except as may be required to obtain clearance of this Agreement under the HSR Act; (d) 11.1.4 It is not under any obligation, contractual or otherwise, to any party Person that conflicts with or is inconsistent in any material respect with the terms of this Agreement, Agreement or that would impede the diligent and complete fulfillment of its obligations hereunder;; and (e) This Agreement constitutes a legal, valid, and binding obligation of such representing Party and is enforceable against 11.1.5 Neither it in accordance with its terms, subject to the effects of bankruptcy, insolvency, or other laws of general application affecting the enforcement of creditor rights and judicial principles affecting the availability of specific performance and general principles of equity, whether enforceability is considered a proceeding at law or equity; (f) There are no claims or investigations, pending or, to the knowledge of the representing Party, threatened against the representing Party or any of its Affiliates, at law or in equity, or before or by any Governmental Authority relating to the matters contemplated under this Agreement or that would materially adversely affect such representing Party’s ability to perform its obligations hereunder; (g) Neither such representing Party, nor any of its Affiliates, or its or their employees, officers, subcontractors or consultants who have rendered or shall render services relating to the Compound or Product (i) Affiliates has ever been debarred or is subject to debarment or convicted of a crime for which an entity or person could be debarred under 21 U.S.C. Section 335a or (ii) has ever been under indictment for a crime for which a person or entity could be debarred under said Section 335a; and (h) The representing Party shall inform the other Party in writing promptly if during the Agreement Term and neither it or any of its Affiliates, or its or their employees, officers, subcontractors or consultants who is rendering services related to the Compound or Product under this Agreement is debarred or is the subject of a conviction described in Section 306 of the FFDCA, or if any action, suit, claim, investigation or legal or administrative proceeding is pending or, to the representing Party’s knowledge, is threatened, relating to the debarment or conviction of the representing Party, nor any of its Affiliates or its or their employeeswill use in any capacity, officersin connection with the services to be performed under this Agreement, subcontractors or consultants performing services hereunderany Person who has been debarred pursuant to CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

Mutual Representations, Warranties and Covenants. Each As of the Parties Effective Date and throughout the Term, each Party hereby represents and warrants to to, and covenants with, the other Party as of the Effective Date and, as applicable, hereinafter covenants thatfollows: (a) It is a corporation duly organized, validly existing existing, and in good standing as a corporation or other entity as represented herein under the laws of its jurisdiction of incorporation or organization, and has all requisite power, authority, and legal right, and is free, to enter into this Agreement; (b) It has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder; (c) The execution and delivery of this Agreement by its representative whose signature is set forth at the end hereof has been duly authorized by all necessary organizational action of the Party; (d) That the execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated do not violate or conflict with any provision of its charter documents or any agreement to which Licensee is bound; (e) When executed and delivered by such Party, this Agreement shall constitute the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms; (f) All necessary consents, approvals and authorizations of all governmental authorities and other persons required to be obtained by such Party in connection with this Agreement have been duly authorized by obtained, except for those which cannot be obtained prior to the Effective Date, in which case the Parties represent and warrant to each other that each will diligently seek all necessary corporate action such consents, approvals and authorizations; (g) The execution and delivery of this Agreement and the performance of such Party’s obligations do not conflict with or violate any law, regulation, (excepting federal laws and regulations connected to marijuana) order, tax lien or other requirement of any governmental body, court or administrative or other agency having jurisdiction over such Party; or constitute a material default or require any consent under, any agreement, obligation, instrument, instrument or understanding, oral or written, to which it is a party Party or by which it is may be bound, nor violate any Applicable Law or any order, writ, judgment, injunction, decree, determination, or award of any Governmental Authority presently in effect applicable to such Party; (ch) It is not aware compliance with all requirements of any government authorization, consent, approval, license, exemption of or filing or registration with any Governmental Authority under any Applicable Law, currently in effect, necessary for, or in connection with, the transactions contemplated by this Agreement or any other agreement or instrument executed in connection herewith, or for the performance by it of its obligations under this Agreement or such other agreements (save for Regulatory Approvals and similar authorizations from Governmental Authorities necessary for the Exploitation of the Compound and Products as contemplated hereunder)applicable law, except as may be required for U.S. federal law related to obtain clearance of this Agreement under the HSR Act; (d) It is not under any obligation, contractual marijuana or otherwise, to any party that conflicts with or is inconsistent in any material respect with the terms of this Agreement, or that would impede the diligent and complete fulfillment of its obligations hereunder; (e) This Agreement constitutes a legal, valid, and binding obligation of such representing Party and is enforceable against it in accordance with its terms, subject except to the effects of bankruptcy, insolvency, or other laws of general application affecting the enforcement of creditor rights and judicial principles affecting the availability of specific performance and general principles of equity, whether enforceability is considered a proceeding at law or equity; (f) There are no claims or investigations, pending or, to the knowledge of the representing Party, threatened against the representing Party or extent that any of its Affiliates, at law or in equity, or before or by any Governmental Authority relating to the matters contemplated under this Agreement or that noncompliance would not materially adversely affect such representing Party’s ability to perform its obligations hereunder; (g) Neither such representing Party, nor any of its Affiliates, or its or their employees, officers, subcontractors or consultants who have rendered or shall render services relating to the Compound or Product (i) has ever been debarred or is subject to debarment or convicted of a crime for which an entity or person could be debarred under 21 U.S.C. Section 335a or (ii) has ever been under indictment for a crime for which a person or entity could be debarred under said Section 335athis Agreement; and (hi) The representing Party shall inform the other Party representations, warranties and covenants set forth in writing promptly if during the Agreement Term it or any of its Affiliates, or its or their employees, officers, subcontractors or consultants who is rendering services related to the Compound or Product under this Agreement is debarred or is the subject of a conviction described in Section 306 Exhibit D attached hereto are true and correct as of the FFDCA, or if any action, suit, claim, investigation or legal or administrative proceeding is pending or, to Effective Date and throughout the representing Party’s knowledge, is threatened, relating to the debarment or conviction of the representing Party, any of its Affiliates or its or their employees, officers, subcontractors or consultants performing services hereunderTerm.

Mutual Representations, Warranties and Covenants. Each of the Parties hereby represents Company and warrants Licensee, each for itself and its Affiliates, represent, warrant and covenant to the other Party as of the Effective Date and, as applicable, hereinafter covenants thatDate: (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 shall 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 such Party; (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 legal and valid obligation binding upon such Party and enforceable in accordance with its terms except as enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights and (ii) equitable principles of general applicability; (c) such Party is a corporation duly organized, validly existing and in good standing under the laws of its the state or other jurisdiction of organization, incorporation or formation and has all requisite power, authority, full corporate power and legal right, and is free, authority to enter into this AgreementAgreement and to carry out the provisions hereof except where failure to be in good standing would not materially impact the Party’s ability to meet its obligations hereunder; (bd) The such Party is duly authorized, by all requisite corporate action, to execute and deliver this Agreement and the execution, delivery, delivery and performance of this Agreement by such Party have been does not require any shareholder action or approval, and the Person executing this Agreement on behalf of such Party is duly authorized to do so by all necessary requisite corporate action and do not conflict with any agreement, obligation, instrument, or understanding, oral or written, to which it is a party or by which it is bound, nor violate any Applicable Law or any order, writ, judgment, injunction, decree, determination, or award of any Governmental Authority presently in effect applicable to such Party;action; and (ce) It is not aware of any government authorization, no consent, approval, licenseorder or authorization of, exemption of or registration, qualification, designation, declaration or filing with, any federal, state or registration with any local Governmental Authority under any Applicable Law, currently in effect, necessary for, or is required on the Part of such Party in connection with, the transactions contemplated by this Agreement or any other agreement or instrument executed in connection herewith, or for the performance by it of its obligations under this Agreement or such other agreements (save for Regulatory Approvals and similar authorizations from Governmental Authorities necessary for the Exploitation of the Compound and Products as contemplated hereunder), except as may be required to obtain clearance of this Agreement under the HSR Act; (d) It is not under any obligation, contractual or otherwise, to any party that conflicts with or is inconsistent in any material respect with the terms valid execution, delivery and performance of this Agreement, or that would impede the diligent and complete fulfillment of its obligations hereunder; (e) This Agreement constitutes a legal, valid, and binding obligation of such representing Party and is enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, or other laws of general application affecting the enforcement of creditor rights and judicial principles affecting the availability of specific performance and general principles of equity, whether enforceability is considered a proceeding at law or equity; (f) There are no claims or investigations, pending or, to the knowledge of the representing Party, threatened against the representing Party or any of its Affiliates, at law or in equity, or before or by any Governmental Authority relating to the matters contemplated under this Agreement or that would materially adversely affect such representing Party’s ability to perform its obligations hereunder; (g) Neither such representing Party, nor any of its Affiliates, or its or their employees, officers, subcontractors or consultants who have rendered or shall render services relating to the Compound or Product (i) has ever been debarred or is subject to debarment or convicted of a crime for which an entity or person could be debarred under 21 U.S.C. Section 335a or (ii) has ever been under indictment for a crime for which a person or entity could be debarred under said Section 335a; and (h) The representing Party shall inform the other Party in writing promptly if during the Agreement Term it or any of its Affiliates, or its or their employees, officers, subcontractors or consultants who is rendering services related to the Compound or Product under this Agreement is debarred or is the subject of a conviction described in Section 306 of the FFDCA, or if any action, suit, claim, investigation or legal or administrative proceeding is pending or, to the representing Party’s knowledge, is threatened, relating to the debarment or conviction of the representing Party, any of its Affiliates or its or their employees, officers, subcontractors or consultants performing services hereunder.

Mutual Representations, Warranties and Covenants. Each of the Parties hereby represents Party represents, warrants, and warrants covenants to the other Party as of the Effective Date and, as applicable, hereinafter covenants that:: 4. (a) It 1.1 it is a corporation duly organized, validly existing existing, and in good standing under the respective laws of the state of its jurisdiction of organization, and formation; 4. 1.2 it has all requisite powercorporate power to own, authorityoperate and lease its properties, and legal rightcarry on its business as now conducted, and is free, to enter into this Agreement;, carry out the transactions contemplated hereby, and perform and carry out all covenants and obligations on its part to be performed under and pursuant to this Agreement; 4. (b) The 1.3 the execution, delivery, delivery and performance of this Agreement by such Party have has been duly authorized by all necessary corporate action action, do not and will not require any further consents or approvals of its Board of Directors or shareholders other than that which has been obtained, and do not and will not violate any of the terms or conditions of any contract or other agreement to which it is a party or any Legal Requirements applicable to it; 4. 1.4 this Agreement constitutes each Party's legally valid and binding obligation enforceable against it in accordance with the terms thereof, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting the rights of creditors generally and by general principles of equity; 4. 1.5 there are no bankruptcy proceedings pending or being contemplated by it or, to its knowledge, threatened against it; 4. 1.6 to its knowledge, there are no pending or threatened actions or proceedings affecting it before any Governmental Authority which purport to affect the legality, validity or enforceability of this Agreement or would be reasonably likely to materially adversely affect its ability to perform this Agreement; and 4. 1.7 the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of and compliance with the provisions of this Agreement do not and will not conflict with or constitute a breach of or a default under, any of the terms, conditions or provisions of any Legal Requirements, or any partnership agreement, obligationdeed of trust, instrumentmortgage, loan agreement, other evidence of indebtedness or understanding, oral any other agreement or written, instrument to which it is a party or by which it is bound, nor violate any Applicable Law or any order, writ, judgment, injunction, decree, determination, or award of any Governmental Authority presently in effect applicable to such Party; (c) It is not aware of any government authorization, consent, approval, license, exemption of or filing or registration with any Governmental Authority under any Applicable Law, currently in effect, necessary for, or in connection with, the transactions contemplated by this Agreement or any other agreement or instrument executed in connection herewith, or for the performance by it of its obligations under this Agreement or such other agreements (save for Regulatory Approvals and similar authorizations from Governmental Authorities necessary for the Exploitation of the Compound and Products as contemplated hereunder), except as may be required to obtain clearance of this Agreement under the HSR Act; (d) It is not under any obligation, contractual or otherwise, to any party that conflicts with or is inconsistent in any material respect with the terms of this Agreement, or that would impede the diligent and complete fulfillment of its obligations hereunder; (e) This Agreement constitutes a legal, valid, and binding obligation of such representing Party and is enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, or other laws of general application affecting the enforcement of creditor rights and judicial principles affecting the availability of specific performance and general principles of equity, whether enforceability is considered a proceeding at law or equity; (f) There are no claims or investigations, pending or, to the knowledge of the representing Party, threatened against the representing Party or any of its Affiliates, at law or in equityproperty is bound, or before result in a breach of or by any Governmental Authority relating to the matters contemplated a default under this Agreement or that would materially adversely affect such representing Party’s ability to perform its obligations hereunder; (g) Neither such representing Party, nor any of its Affiliates, or its or their employees, officers, subcontractors or consultants who have rendered or shall render services relating to the Compound or Product (i) has ever been debarred or is subject to debarment or convicted of a crime for which an entity or person could be debarred under 21 U.S.C. Section 335a or (ii) has ever been under indictment for a crime for which a person or entity could be debarred under said Section 335a; and (h) The representing Party shall inform the other Party in writing promptly if during the Agreement Term it or any of its Affiliates, or its or their employees, officers, subcontractors or consultants who is rendering services related to the Compound or Product under this Agreement is debarred or is the subject of a conviction described in Section 306 of the FFDCA, or if any action, suit, claim, investigation or legal or administrative proceeding is pending or, to the representing Party’s knowledge, is threatened, relating to the debarment or conviction of the representing Party, any of its Affiliates or its or their employees, officers, subcontractors or consultants performing services hereunderforegoing.

Mutual Representations, Warranties and Covenants. Each of the Parties hereby Party represents and warrants to the other Party as of the Effective Date andof this Agreement and as of the date of each purchase and sale of Crude Oil hereunder, as applicable, hereinafter covenants that: (a) It is a corporation duly organizedan “Eligible Contract Participant” as defined in Section 1a (12) of the Commodity Exchange Act, validly existing and in good standing under the laws of its jurisdiction of organization, and has all requisite power, authority, and legal right, and is free, to enter into this Agreement;as amended. (b) The execution, delivery, and performance It is a “forward contract merchant” in respect of this Agreement by such Party have been duly authorized by all necessary corporate action and do not conflict with any agreement, obligation, instrument, or understanding, oral or written, to which it each sale of Crude Oil hereunder is a party or by which it is boundforward contract for purposes of the United States Bankruptcy Code, nor violate any Applicable Law or any order11 U.S.C. §§ 101 et seq., writ, judgment, injunction, decree, determination, or award of any Governmental Authority presently in effect applicable as amended from time to such Party;time. (c) It is not aware duly organized and validly existing under the laws of any government authorization, consent, approval, license, exemption of or filing or registration with any Governmental Authority under any Applicable Law, currently in effect, necessary for, or in connection with, the transactions contemplated by this Agreement or any other agreement or instrument executed in connection herewith, or for the performance by it jurisdiction of its obligations organization or incorporation and in good standing under this Agreement or such other agreements (save for Regulatory Approvals and similar authorizations from Governmental Authorities necessary for the Exploitation of the Compound and Products as contemplated hereunder), except as may be required to obtain clearance of this Agreement under the HSR Act;laws. (d) It is not under any obligationhas the corporate, contractual governmental or otherwiseother legal capacity, authority and power to any party that conflicts with or is inconsistent in any material respect with the terms of execute this Agreement, or that would impede the diligent to deliver this Agreement and complete fulfillment of to perform its obligations hereunder;under this Agreement, and has taken all necessary action to authorize the foregoing. (e) This The execution, delivery and performance in the preceding paragraph (d) do not violate or conflict with any Applicable Law, any provision of its constitutional documents, any order or judgment of any court or Governmental Authority applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets. (f) All governmental and other authorizations, approvals, consents, notices and filings that are required to have been obtained or submitted by it with respect to this Agreement constitutes a have been obtained or submitted and are in full force and effect, and all conditions of any such authorizations, approvals, consents, notices and filings have been complied with. (g) Its obligations under this Agreement constitute its legal, valid, valid and binding obligation of such representing Party and is obligations, enforceable against it in accordance with its terms, terms (subject to the effects of applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or other similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application affecting the regardless of whether enforcement is sought in a proceeding in equity or at law and an implied covenant of creditor rights good faith and judicial principles affecting the availability fair dealing). (h) No Event of specific performance Default under Article 16 with respect to it has occurred and general principles is continuing, and no such event or circumstance would occur as a result of equityits entering into or performing its obligations under this Agreement. (i) There is not pending or, whether enforceability is considered a to its knowledge, threatened against it any action, suit or proceeding at law or equity; (f) There are no claims in equity or investigationsbefore any court, pending ortribunal, to the knowledge of the representing PartyGovernmental Authority, threatened against the representing Party official or any arbitrator that is likely to affect the legality, validity or enforceability against it of its Affiliates, at law or in equity, or before or by any Governmental Authority relating to the matters contemplated under this Agreement or that would materially adversely affect such representing Party’s its ability to perform its obligations hereunder;under this Agreement. (gj) It is not relying upon any representations of the other Party, other than those expressly set forth in this Agreement. (k) It has entered into this Agreement as principal (and not as advisor, agent, broker or in any other capacity, fiduciary or otherwise), with a full understanding of the material terms and risks of the same, and is capable of assuming those risks. (l) It has made its trading and investment decisions (including their suitability) based upon its own judgment and any advice from its advisors as it has deemed necessary, and not in reliance upon any view expressed by the other Party. (m) The other Party (i) is acting solely in the capacity of an arm’s-length contractual counterparty with respect to this Agreement, (ii) is not acting as a financial advisor or fiduciary or in any similar capacity with respect to this Agreement and (iii) has not given to it any assurance or guarantee as to the expected performance or result of this Agreement. (n) Neither such representing Party, it nor any of its AffiliatesAffiliates has been contacted by or negotiated with any finder, broker or other intermediary in connection with the sale of Crude Oil hereunder who is entitled to any compensation with respect thereto (other than brokers’ fees agreed upon by the Parties). (o) None of its or their employeesdirectors, officers, subcontractors employees or consultants who have rendered agents or shall render services relating to the Compound or Product (i) has ever been debarred or is subject to debarment or convicted of a crime for which an entity or person could be debarred under 21 U.S.C. Section 335a or (ii) has ever been under indictment for a crime for which a person or entity could be debarred under said Section 335a; and (h) The representing Party shall inform the other Party in writing promptly if during the Agreement Term it or any of its Affiliates, or its or their employees, officers, subcontractors or consultants who is rendering services related to the Compound or Product under this Agreement is debarred or is the subject of a conviction described in Section 306 of the FFDCA, or if any action, suit, claim, investigation or legal or administrative proceeding is pending or, to the representing Party’s knowledge, is threatened, relating to the debarment or conviction of the representing Party, any those of its Affiliates has received or its will receive any commission, fee, rebate, gift or their employees, officers, subcontractors or consultants performing services hereunderentertainment of significant value in connection with this Agreement.

Mutual Representations, Warranties and Covenants. Each of the Parties Party hereby represents represents, warrants and warrants covenants to the other Party Party, as of the Effective Date and, where expressly stated, at all times during the Term, as applicable, hereinafter covenants thatfollows: (a) It Such Party: (i) is a corporation duly organized, validly existing formed and in good standing under the laws of its the jurisdiction of organizationits formation, (ii) has the power and has all requisite power, authority, authority and the legal right, and is free, right to enter into this Agreement; (b) The execution, deliveryAgreement and perform its obligations hereunder, and performance (iii) has taken all necessary action on its part required to authorize the execution and delivery of this Agreement by such Party have been duly authorized by all necessary corporate action and do not conflict with any agreement, obligation, instrument, or understanding, oral or written, to which it is a party or by which it is bound, nor violate any Applicable Law or any order, writ, judgment, injunction, decree, determination, or award of any Governmental Authority presently in effect applicable to such Party; (c) It is not aware of any government authorization, consent, approval, license, exemption of or filing or registration with any Governmental Authority under any Applicable Law, currently in effect, necessary for, or in connection with, the transactions contemplated by this Agreement or any other agreement or instrument executed in connection herewith, or for the performance by it of its obligations under this Agreement or such other agreements (save for Regulatory Approvals and similar authorizations from Governmental Authorities necessary for the Exploitation of the Compound and Products as contemplated hereunder), except as may be required to obtain clearance of this Agreement under the HSR Act; (d) It is not under any obligation, contractual or otherwise, to any party that conflicts with or is inconsistent in any material respect with the terms of this Agreement, or that would impede the diligent and complete fulfillment of its obligations hereunder; (eb) This Upon execution, this Agreement will have been duly executed and delivered on behalf of such Party and constitutes a legal, valid, valid and binding obligation of such representing Party and is enforceable against it in accordance with its terms; (c) The execution and delivery of this Agreement and the performance of such Party’s obligations hereunder: (i) do not conflict with or violate any requirement of Applicable Laws or any provision of the articles of incorporation, bylaws or limited partnership agreement of such Party; and (ii) do not conflict with, violate, or breach, or constitute a default or require any further consent under, any contractual obligation or court or administrative order by which such Party is bound; [†] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION (d) During the Term, to its knowledge, such Party will not, in the conduct of its activities under this Agreement, (i) employ or use any contractor or consultant that employs any individual or entity debarred by the FDA (or subject to the effects a similar sanction of bankruptcy, insolvencyEMA), or other laws (ii) employ any individual who or entity that is the subject of general application affecting an FDA debarment investigation or proceeding (or similar proceeding of EMA); (e) During the enforcement of creditor rights and judicial principles affecting the availability of specific performance and general principles of equityTerm, whether enforceability is considered a proceeding at law or equitysuch Party shall perform its activities pursuant to this Agreement in compliance in all material respects with Applicable Laws; (f) There are no claims During the Term, neither Party shall grant any right or investigations, pending or, license to the knowledge any Third Party relating to any of the representing PartyIntellectual Property Rights it Controls which would conflict with, threatened against or limit the representing Party or scope of, any of its Affiliates, at law the rights or in equity, licenses granted or before or by any Governmental Authority relating to the matters contemplated under this Agreement or that would materially adversely affect such representing Party’s ability be granted to perform its obligations hereunder; (g) Neither such representing Party, nor any of its Affiliates, or its or their employees, officers, subcontractors or consultants who have rendered or shall render services relating to the Compound or Product (i) has ever been debarred or is subject to debarment or convicted of a crime for which an entity or person could be debarred under 21 U.S.C. Section 335a or (ii) has ever been under indictment for a crime for which a person or entity could be debarred under said Section 335a; and (h) The representing Party shall inform the other Party in writing promptly if during the Agreement Term it or any of its Affiliates, or its or their employees, officers, subcontractors or consultants who is rendering services related to the Compound or Product under this Agreement is debarred or is the subject of a conviction described in Section 306 of the FFDCA, or if any action, suit, claim, investigation or legal or administrative proceeding is pending or, to the representing Party’s knowledge, is threatened, relating to the debarment or conviction of the representing Party, any of its Affiliates or its or their employees, officers, subcontractors or consultants performing services hereunder.

Mutual Representations, Warranties and Covenants. Each of the Parties hereby represents Viela and warrants MTPC, each for itself and its Affiliates, represent, warrant and covenant to the other Party as of the Effective Date and, as applicable, hereinafter covenants thatDate: (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 shall 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 such Party; (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 legal and valid obligation binding upon such Party and enforceable in accordance with its terms except as enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights and (ii) equitable principles of general applicability; (c) such Party is a corporation duly organized, validly existing and in good standing under the laws of its the state or other jurisdiction of organization, incorporation or formation and has all requisite power, authority, full corporate power and legal right, and is free, authority to enter into this AgreementAgreement and to carry out the provisions hereof except where failure to be in good standing would not materially impact the Party’s ability to meet its obligations hereunder; (bd) The such Party is duly authorized, by all requisite corporate action, to execute and deliver this Agreement and the execution, delivery, delivery and performance of this Agreement by such Party have been does not require any shareholder action or approval, and the Person executing this Agreement on behalf of such Party is duly authorized to do so by all necessary requisite corporate action and do not conflict with any agreement, obligation, instrument, or understanding, oral or written, to which it is a party or by which it is bound, nor violate any Applicable Law or any order, writ, judgment, injunction, decree, determination, or award of any Governmental Authority presently in effect applicable to such Party; (c) It is not aware of any government authorization, consent, approval, license, exemption of or filing or registration with any Governmental Authority under any Applicable Law, currently in effect, necessary for, or in connection with, the transactions contemplated by this Agreement or any other agreement or instrument executed in connection herewith, or for the performance by it of its obligations under this Agreement or such other agreements (save for Regulatory Approvals and similar authorizations from Governmental Authorities necessary for the Exploitation of the Compound and Products as contemplated hereunder), except as may be required to obtain clearance of this Agreement under the HSR Act; (d) It is not under any obligation, contractual or otherwise, to any party that conflicts with or is inconsistent in any material respect with the terms of this Agreement, or that would impede the diligent and complete fulfillment of its obligations hereunderaction; (e) This Agreement constitutes a legalno consent, validapproval, and binding obligation 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 representing Party in connection with the valid execution, delivery and is enforceable against it in accordance with its terms, subject to the effects performance of bankruptcy, insolvency, or other laws of general application affecting the enforcement of creditor rights and judicial principles affecting the availability of specific performance and general principles of equity, whether enforceability is considered a proceeding at law or equity;this Agreement; and (f) There are no claims in the course of performing its obligations or investigationsexercising its rights under this Agreement, pending orshall, to the knowledge of the representing Party, threatened against the representing Party or any of and shall cause its Affiliates, at law or in equitySublicensees to, or before or by any Governmental Authority relating to the matters contemplated under this Agreement or that would materially adversely affect such representing Party’s ability to perform its obligations hereundercomply with all Applicable Laws; (g) Neither none of such representing Party, nor any of its Affiliates’s, or its Affiliates’ or their Sublicensees’, employees, officersconsultants or contractors is debarred by any Regulatory Authority, subcontractors and such Party shall not, and will cause its Affiliates and Sublicensees not to, employ or consultants engage any party who have rendered or shall render services relating to the Compound or Product (i) has ever been debarred or is subject by any Regulatory Authority, or, to debarment or convicted of a crime for which an entity or person could be debarred under 21 U.S.C. Section 335a or (ii) has ever been under indictment for a crime for which a person or entity could be debarred under said Section 335a; and (h) The representing Party shall inform the other Party in writing promptly if during the Agreement Term it or any of its Affiliatessuch Party’s Knowledge, or its or their employees, officers, subcontractors or consultants who is rendering services related to the Compound or Product under this Agreement is debarred or is the subject of debarment Proceedings by a conviction described in Section 306 of the FFDCA, or if any action, suit, claim, investigation or legal or administrative proceeding is pending or, to the representing Party’s knowledge, is threatened, relating to the debarment or conviction of the representing Party, any of its Affiliates or its or their employees, officers, subcontractors or consultants performing services hereunderRegulatory Authority.

Mutual Representations, Warranties and Covenants. Each of the Parties hereby represents represents, warrants, and warrants covenants to the each other Party Party, as of the Execution Date, the Agreement Effective Date and, as applicable, hereinafter covenants thatDate: (a) It it is a corporation duly organized, validly existing and in good standing under the laws of the state of its jurisdiction of organization, and has all requisite power, authority, and legal right, and is free, to enter into this Agreement; (b) The execution, delivery, and performance of this Agreement by such Party have been duly authorized by all necessary corporate action and do not conflict with any agreement, obligation, instrument, or understanding, oral or written, to which it is a party or by which it is bound, nor violate any Applicable Law or any order, writ, judgment, injunction, decree, determination, or award of any Governmental Authority presently in effect applicable to such Party; (c) It is not aware of any government authorization, consent, approval, license, exemption of or filing or registration with any Governmental Authority under any Applicable Law, currently in effect, necessary for, or in connection with, the transactions contemplated by this Agreement or any other agreement or instrument executed in connection herewith, or for the performance by it of its obligations under this Agreement or such other agreements (save for Regulatory Approvals and similar authorizations from Governmental Authorities necessary for the Exploitation of the Compound and Products as contemplated hereunder), except as may be required to obtain clearance of this Agreement under the HSR Act; (d) It is not under any obligation, contractual or otherwise, to any party that conflicts with or is inconsistent in any material respect with the terms of this Agreement, or that would impede the diligent and complete fulfillment of its obligations hereunder; (e) This Agreement constitutes a legal, valid, and binding obligation of such representing Party and is Party, enforceable against it in accordance with its terms, subject except as enforcement may be limited by applicable laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability; (b) except as expressly provided in this Agreement, the effects RJ Plan, Brazilian Bankruptcy Law, BVI Insolvency Law and the Bankruptcy Code or as expressly contemplated by the Restructuring Documents, no consent or approval is required by any other person or entity in order for it to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement; (c) the entry into and performance by it of, and the transactions contemplated by, this Agreement do not, and will not, conflict in any material respect with any law or regulation applicable to it or with any of bankruptcyits articles of association, insolvency, memorandum of association or other laws of general application affecting constitutional documents; 6 The conditions set forth in the enforcement of creditor rights Corporate Governance Agreement have been satisfied. (d) except as expressly provided in this Agreement, it has (or will have, at the relevant time) all requisite corporate or other power and judicial principles affecting authority to enter into, execute, and deliver this Agreement and to effectuate the availability of specific performance Restructuring Transactions contemplated by, and general principles of equityperform its respective obligations under, whether enforceability this Agreement; (e) except as expressly provided by this Agreement, it is considered a proceeding at law not party to any restructuring or equitysimilar agreements or arrangements with the other Parties to this Agreement that have not been disclosed to all Parties to this Agreement; (f) There are no claims or investigationsit has been represented by legal counsel of its choosing in connection with this Agreement and the transactions contemplated by this Agreement, pending or, has had the opportunity to the knowledge of the representing Party, threatened against the representing review this Agreement with its legal counsel and has not relied on any statements made by any other Party or any other Party’s legal counsel as to the meaning of its Affiliates, at law any term or condition contained herein or in equity, or before or by any Governmental Authority relating deciding whether to the matters contemplated under enter into this Agreement or that would materially adversely affect such representing Party’s ability to perform its obligations hereunder;the transactions contemplated hereby; and (g) Neither such representing Partythe conditions set forth in this Agreement, nor any the Restructuring Term Sheets and the Restructuring Documents, represent the full set of its Affiliates, or its or their employees, officers, subcontractors or consultants who have rendered or shall render services relating conditions precedent to the Compound or Product (i) has ever been debarred or is subject to debarment or convicted effectiveness of a crime for which an entity or person could be debarred under 21 U.S.C. Section 335a or (ii) has ever been under indictment for a crime for which a person or entity could be debarred under said Section 335a; and (h) The representing Party shall inform the other Party in writing promptly if during the Agreement Term it or any of its Affiliates, or its or their employees, officers, subcontractors or consultants who is rendering services related to the Compound or Product under this Agreement is debarred or is the subject of a conviction described in Section 306 implementation of the FFDCA, or if any action, suit, claim, investigation or legal or administrative proceeding is pending or, to Restructuring Transactions as agreed among the representing Party’s knowledge, is threatened, relating to the debarment or conviction of the representing Party, any of its Affiliates or its or their employees, officers, subcontractors or consultants performing services hereunderParties.

Mutual Representations, Warranties and Covenants. Each of the Parties hereby represents represents, warrants and warrants covenants to the other Party as of the Effective Date andParty, as applicablea material inducement for such other Party’s entry into this Agreement, hereinafter covenants thatas follows: (a) 15.1.1. It is a corporation duly organized, organized and validly existing and in good standing under the laws of its jurisdiction of organization, incorporation and it has full corporate power and authority and has taken all requisite power, authority, and legal right, and is free, corporate action necessary to enter into and perform this Agreement; (b) 15.1.2. This Agreement is a legal and valid obligation binding upon such Party and enforceable in accordance with its terms. The execution, delivery, delivery and performance of this the Agreement by such Party have been duly authorized by all necessary corporate action and do does not conflict with any agreement, obligation, instrument, instrument or understanding, oral or written, to which it is a party or by which it is bound, nor to its knowledge as of the Effective Date, violate any Applicable Law Law. The person or any order, writ, judgment, injunction, decree, determination, or award of any Governmental Authority presently in effect applicable to persons executing this Agreement on such Party’s behalf has been duly authorized to do so by all requisite corporate action; (c) It is not aware 15.1.3. To its knowledge, as of any the Effective Date, other than the notification requirements under the HSR Act that may be required in the event of exercise of the Amgen Option and clearance of such exercise thereafter by the FTC or DOJ, no government authorization, consent, approval, license, exemption of or filing or registration with any Governmental Authority court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, under any Applicable Lawapplicable laws, rules or regulations currently in effect, is or shall be necessary for, or in connection with, the transactions transaction contemplated by this Agreement or any other agreement or instrument executed in connection herewith, or (except for FDA or other regulatory approvals, licenses, clearances and the like necessary for the research, development, manufacture, sales or marketing of pharmaceutical products) for the performance by it of its obligations under this Agreement or and such other agreements (save for Regulatory Approvals and similar authorizations from Governmental Authorities necessary for the Exploitation of the Compound and Products as contemplated hereunder), except as may be required to obtain clearance of this Agreement under the HSR Actagreements; (d) It is 15.1.4. Each Party represents and warrants that it has not under any obligation, contractual or otherwise, to any party that conflicts with or is inconsistent in any material respect with the terms of this Agreement, or that would impede the diligent and complete fulfillment of its obligations hereunder; (e) This Agreement constitutes a legal, valid, and binding obligation of such representing Party and is enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, or other laws of general application affecting the enforcement of creditor rights and judicial principles affecting the availability of specific performance and general principles of equity, whether enforceability is considered a proceeding at law or equity; (f) There are no claims or investigations, pending or, to the knowledge of the representing Party, threatened against the representing Party or any of its Affiliates, at law or in equity, or before or by any Governmental Authority relating to the matters contemplated under this Agreement or that would materially adversely affect such representing Party’s ability to perform its obligations hereunder; (g) Neither such representing Party, nor any of its Affiliates, or its or their employees, officers, subcontractors or consultants who have rendered or shall render services relating to the Compound or Product (i) has ever been debarred or is the subject of debarment proceedings by any Regulatory Authority. Neither Party shall knowingly use in connection with the research, development, manufacture or commercialization to take place pursuant to this Agreement any employee, consultant or investigator that has been debarred or the subject of debarment or convicted of a crime for which an entity or person could be debarred proceedings by any Regulatory Authority; 15.1.5. Each Party covenants to carry out its activities under 21 U.S.C. Section 335a or (ii) has ever been under indictment for a crime for which a person or entity could be debarred under said Section 335athe Collaboration in compliance with all applicable Laws; and (h) The representing 15.1.6. Each Party shall inform covenants to not misappropriate the other trade secret of a Third Party in writing promptly if during connection with the Agreement Term it or any performance of its Affiliates, or its or their employees, officers, subcontractors or consultants who is rendering services related to activities under the Compound or Product under this Agreement is debarred or is the subject of a conviction described in Section 306 of the FFDCA, or if any action, suit, claim, investigation or legal or administrative proceeding is pending or, to the representing Party’s knowledge, is threatened, relating to the debarment or conviction of the representing Party, any of its Affiliates or its or their employees, officers, subcontractors or consultants performing services hereunderCollaboration.

Mutual Representations, Warranties and Covenants. Each of the Parties hereby Party represents and warrants to the other Party as of the Effective Date andof this Agreement and as of the date of each purchase and sale of Crude Oil hereunder, as applicable, hereinafter covenants that: (a) It is an “Eligible Contract Participant” as defined in Section 1a (12) of the Commodity Exchange Act, as amended. (b) It is a corporation “forward contract merchant” in respect of this Agreement and each sale of Crude Oil hereunder is a forward contract for purposes of the Bankruptcy Code. It is duly organized, organized and validly existing under the laws of the jurisdiction of its organization or incorporation and in good standing under the laws of its jurisdiction of organization, and has all requisite power, authority, and legal right, and is free, to enter into this Agreement; (b) The execution, delivery, and performance of this Agreement by such Party have been duly authorized by all necessary corporate action and do not conflict with any agreement, obligation, instrument, or understanding, oral or written, to which it is a party or by which it is bound, nor violate any Applicable Law or any order, writ, judgment, injunction, decree, determination, or award of any Governmental Authority presently in effect applicable to such Party;law (c) It is has the corporate, governmental or other legal capacity, authority and power to execute this Agreement, to deliver this Agreement and to perform its obligations under this Agreement, and has taken all necessary action to authorize the foregoing. (d) The execution, delivery and performance in the preceding paragraph (d) do not aware of any government authorization, consent, approval, license, exemption of violate or filing or registration conflict with any Governmental Authority under any Applicable Law, currently any provision of its constitutional documents, any order or judgment of any court or Governmental Authority applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets. (e) All governmental and other authorizations, approvals, consents, notices, and filings that are required to have been obtained or submitted by it with respect to this Agreement have been obtained or submitted and are in full force and effect, necessary forand all conditions of any such authorizations, or in connection approvals, consents, notices and filings have been complied with, the transactions contemplated by . (f) Its obligations under this Agreement constitute its legal, valid and binding obligations, enforceable in accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or any other agreement similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or instrument executed in connection herewithat law and an implied covenant of good faith and fair dealing). (g) No Event of Default under Article 15 with respect to it has occurred and is continuing, and no such event or for the performance by it circumstance would occur as a result of its entering into or performing its obligations under this Agreement or such other agreements (save for Regulatory Approvals and similar authorizations from Governmental Authorities necessary for the Exploitation of the Compound and Products as contemplated hereunder), except as may be required to obtain clearance of this Agreement under the HSR Act;Agreement. (dh) It There is not under any obligation, contractual or otherwisepending or, to any party that conflicts with or is inconsistent in any material respect with the terms of this Agreementits knowledge, or that would impede the diligent and complete fulfillment of its obligations hereunder; (e) This Agreement constitutes a legal, valid, and binding obligation of such representing Party and is enforceable threatened against it in accordance with its termsany action, subject to the effects of bankruptcy, insolvency, suit or other laws of general application affecting the enforcement of creditor rights and judicial principles affecting the availability of specific performance and general principles of equity, whether enforceability is considered a proceeding at law or equity; (f) There are no claims in equity or investigationsbefore any court, pending ortribunal, to the knowledge of the representing PartyGovernmental Authority, threatened against the representing Party official or any of its Affiliatesarbitrator that is likely to affect the legality, at law or in equityvalidity, or before or by any Governmental Authority relating to the matters contemplated under enforceability against it of this Agreement or that would materially adversely affect such representing Party’s its ability to perform its obligations hereunder;under this Agreement. (gi) It is not relying upon any representations of the other Party, other than those expressly set forth in this Agreement. (j) It has entered into this Agreement as principal (and not as advisor, agent, broker or in any other capacity, fiduciary or otherwise), with a full understanding of the material terms and risks of the same and is capable of assuming those risks. (k) It has made its trading and investment decisions (including their suitability) based upon its own judgment and any advice from its advisors as it has deemed necessary, and not in reliance upon any view expressed by the other Party. (l) The other Party (i) is acting solely in the capacity of an arm’s-length contractual counterparty with respect to this Agreement, (ii) is not acting as a financial advisor or fiduciary or in any similar capacity with respect to this Agreement and (iii) has not given to it any assurance or guarantee as to the expected performance or result of this Agreement. (m) Neither such representing Party, it nor any of its AffiliatesAffiliates has been contacted by or negotiated with any finder, broker or other intermediary in connection with the sale of Crude Oil hereunder who is entitled to any compensation with respect thereto (other than brokers’ fees agreed upon by the Parties). (n) None of its or their employeesdirectors, officers, subcontractors employees or consultants who have rendered agents or shall render services relating to the Compound or Product (i) has ever been debarred or is subject to debarment or convicted of a crime for which an entity or person could be debarred under 21 U.S.C. Section 335a or (ii) has ever been under indictment for a crime for which a person or entity could be debarred under said Section 335a; and (h) The representing Party shall inform the other Party in writing promptly if during the Agreement Term it or any of its Affiliates, or its or their employees, officers, subcontractors or consultants who is rendering services related to the Compound or Product under this Agreement is debarred or is the subject of a conviction described in Section 306 of the FFDCA, or if any action, suit, claim, investigation or legal or administrative proceeding is pending or, to the representing Party’s knowledge, is threatened, relating to the debarment or conviction of the representing Party, any those of its Affiliates has received or its will receive any commission, fee, rebate, gift or their employees, officers, subcontractors or consultants performing services hereunderentertainment of significant value in connection with this Agreement.

Mutual Representations, Warranties and Covenants. Each of the Parties hereby represents severally and warrants not jointly, represents, warrants, and covenants to the each other Party Party, as of the date such Party executed and delivers this Agreement and as of the Plan Effective Date and(for the avoidance of doubt, as applicablea Consenting Noteholder that is an investment advisor, hereinafter sub-advisor, or manager of discretionary accounts that beneficially hold Notes Claims only represents, warrants, or covenants that:under this Section 11 with respect to such discretionary accounts): (a) It it shall not, directly or indirectly, initiate, or have initiated on its behalf, any litigation or proceeding of any kind with respect to the Chapter 11 Cases, this Agreement, or the other Restructuring Transactions contemplated herein against the other Parties other than to enforce this Agreement or any Definitive Document or as otherwise permitted under this Agreement or any Definitive Document; (b) it is a corporation duly organized, validly existing and in good standing under the laws Laws of the state of its jurisdiction of organization, and has all requisite power, authority, and legal right, and is free, to enter into this Agreement; (b) The execution, delivery, and performance of this Agreement by such Party have been duly authorized by all necessary corporate action and do not conflict with any agreement, obligation, instrument, or understanding, oral or written, to which it is a party or by which it is bound, nor violate any Applicable Law or any order, writ, judgment, injunction, decree, determination, or award of any Governmental Authority presently in effect applicable to such Party; (c) It is not aware of any government authorization, consent, approval, license, exemption of or filing or registration with any Governmental Authority under any Applicable Law, currently in effect, necessary for, or in connection with, the transactions contemplated by this Agreement or any other agreement or instrument executed in connection herewith, or for the performance by it of its obligations under this Agreement or such other agreements (save for Regulatory Approvals and similar authorizations from Governmental Authorities necessary for the Exploitation of the Compound and Products as contemplated hereunder), except as may be required to obtain clearance of this Agreement under the HSR Act; (d) It is not under any obligation, contractual or otherwise, to any party that conflicts with or is inconsistent in any material respect with the terms of this Agreement, or that would impede the diligent and complete fulfillment of its obligations hereunder; (e) This Agreement constitutes a legal, valid, and binding obligation of such representing Party and is Party, enforceable against it in accordance with its terms, subject except as enforcement may be limited by applicable Laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability; (c) except as expressly provided in this Agreement, the effects Plan, and the Bankruptcy Code, no consent or approval is required by any other Person or Entity in order for it to effectuate the Restructuring Transactions contemplated by, and perform its respective obligations under, this Agreement; (d) the entry into and performance by it of, and the transactions contemplated by, this Agreement do not, and will not, conflict in any material respect with any Law or regulation applicable to it or with any of bankruptcyits Organizational Documents; (e) except as expressly provided in this Agreement, insolvencyit has (or will have, at the relevant time) all requisite corporate or other laws of general application affecting power and authority to enter into, execute, and deliver this Agreement and to effectuate the enforcement of creditor rights Restructuring Transactions contemplated by, and judicial principles affecting the availability of specific performance and general principles of equityperform its respective obligations under, whether enforceability is considered a proceeding at law or equity;this Agreement; and (f) There are no claims except as expressly provided by this Agreement, it is not party to any restructuring or investigations, pending or, similar agreements or arrangements with the other Parties to the knowledge of the representing Party, threatened against the representing Party or any of its Affiliates, at law or in equity, or before or by any Governmental Authority relating to the matters contemplated under this Agreement or that would materially adversely affect such representing Party’s ability have not been disclosed to perform its obligations hereunder; (g) Neither such representing Party, nor any of its Affiliates, or its or their employees, officers, subcontractors or consultants who have rendered or shall render services relating all Parties to the Compound or Product (i) has ever been debarred or is subject to debarment or convicted of a crime for which an entity or person could be debarred under 21 U.S.C. Section 335a or (ii) has ever been under indictment for a crime for which a person or entity could be debarred under said Section 335a; and (h) The representing Party shall inform the other Party in writing promptly if during the Agreement Term it or any of its Affiliates, or its or their employees, officers, subcontractors or consultants who is rendering services related to the Compound or Product under this Agreement is debarred or is the subject of a conviction described in Section 306 of the FFDCA, or if any action, suit, claim, investigation or legal or administrative proceeding is pending or, to the representing Party’s knowledge, is threatened, relating to the debarment or conviction of the representing Party, any of its Affiliates or its or their employees, officers, subcontractors or consultants performing services hereunderAgreement.

Mutual Representations, Warranties and Covenants. Each of the Parties hereby The Company represents and warrants to Holder, and Holder represents and warrants to the other Party Company as of the Effective Date and, as applicable, hereinafter covenants thatfollows: (a) It it is a corporation duly organized, validly existing and in good standing under the laws of its the jurisdiction of organization, its organization and has all requisite powercorporate, authority, partnership or other power and legal right, and is free, authority to enter into this AgreementAgreement and to carry out the transactions contemplated hereby, and perform its respective obligations hereunder; (b) The the execution, delivery, delivery and performance by it of this Agreement by such Party have been duly authorized by all necessary corporate action does not and do shall not (A) violate any provision of law, order, rule or regulation applicable to it or any of its affiliates or its certificate of incorporation or bylaws or other organizational documents or those of any of its subsidiaries or (B) conflict with, result in the breach of or constitute (with due notice or lapse of time or both) a default under any agreement, obligation, instrument, or understanding, oral or written, material contractual obligations to which it or any of its affiliates is a party or by which it is boundunder its certificate of incorporation, nor violate any Applicable Law bylaws or any order, writ, judgment, injunction, decree, determination, or award of any Governmental Authority presently in effect applicable to such Partyother governing instruments; (c) It is not aware of any government authorizationthe execution, consent, approval, license, exemption of or filing or registration with any Governmental Authority under any Applicable Law, currently in effect, necessary for, or in connection with, the transactions contemplated by this Agreement or any other agreement or instrument executed in connection herewith, or for the delivery and performance by it of its obligations under this Agreement does not and shall not require any registration or such filing with, the consent or approval of, notice to, or any other agreements (save for Regulatory Approvals and similar authorizations from Governmental Authorities necessary for the Exploitation of the Compound and Products as contemplated hereunder)action with respect to, any Federal, state or other governmental authority or regulatory body, except for such filings as may be necessary or required to obtain clearance of this Agreement under by the HSR ActSecurities and Exchange Commission; (d) It is not under any obligationthis Agreement has been duly authorized, contractual or otherwiseexecuted and delivered and, to any party that conflicts with or is inconsistent in any material respect with assuming the terms due execution and delivery of this AgreementAgreement by the other party hereto, or that would impede this Agreement is the diligent and complete fulfillment of its obligations hereunder; (e) This Agreement constitutes a legal, valid, legally valid and binding obligation of such representing Party and is it, enforceable against it in accordance with its terms, subject to the effects of except as enforceability may be limited or affected by applicable bankruptcy, insolvency, moratorium, reorganization or other laws of general application affecting the enforcement of creditor rights and judicial principles affecting the availability of specific performance and general principles of equity, whether enforceability is considered a proceeding at law or equity; (f) There are no claims or investigations, pending or, to the knowledge of the representing Party, threatened against the representing Party or any of its Affiliates, at law or in equity, or before or by any Governmental Authority relating to the matters contemplated under this Agreement or that would materially adversely affect such representing Party’s ability to perform its obligations hereunder; (g) Neither such representing Party, nor any of its Affiliates, or its or their employees, officers, subcontractors or consultants who have rendered or shall render services relating to the Compound or Product (i) has ever been debarred or is subject to debarment or convicted of a crime for which an entity or person could be debarred under 21 U.S.C. Section 335a or (ii) has ever been under indictment for a crime for which a person or entity could be debarred under said Section 335aaffecting creditors’ rights generally; and (he) The representing Party shall inform the other Party it has been represented by counsel in writing promptly if during the Agreement Term it or any of its Affiliates, or its or their employees, officers, subcontractors or consultants who is rendering services related to the Compound or Product under connection with this Agreement is debarred or is and the subject of a conviction described in Section 306 of the FFDCA, or if any action, suit, claim, investigation or legal or administrative proceeding is pending or, to the representing Party’s knowledge, is threatened, relating to the debarment or conviction of the representing Party, any of its Affiliates or its or their employees, officers, subcontractors or consultants performing services hereundertransactions contemplated hereby.

Mutual Representations, Warranties and Covenants. (a) Each of the Parties hereby Party represents and warrants to the other Party that, as of the Effective Date and, as applicable, hereinafter covenants that: Date: (a) It it is a corporation duly organized, organized and validly existing and in good standing under the laws of its jurisdiction of organizationincorporation or formation, and has all requisite power, authority, full corporate power and legal right, and is free, authority to enter into this Agreement; Agreement and to carry out the provisions hereof; (b) The execution, deliveryit is duly authorized to execute and deliver this Agreement and to perform its obligations hereunder, and performance of the person executing this Agreement by such Party have on its behalf has been duly authorized to do so by all necessary requisite corporate action action; (c) this Agreement is legally binding upon it, enforceable in accordance with its terms, and do does not conflict with any agreement, obligation, instrument, instrument or understanding, oral or written, to which it is a party Party or by which it is may be bound, nor violate any Applicable Law material law or any order, writ, judgment, injunction, decree, determination, or award regulation of any Governmental Authority presently court, governmental body or administrative or other agency having jurisdiction over it; (d) to the best of its knowledge, there are no Third Party intellectual property rights which could prevent it from performing all of its obligations hereunder. (b) Each Party represents and warrants that it will use its best efforts to obtain and maintain in full force and effect all necessary licenses, permits and other authorizations required by law to carry out its duties and obligations under this Agreement. Each Party shall cooperate with the other to provide such letters, documentation and other Information on a timely basis as the other Party may reasonably require to fulfill its reporting and other obligations to applicable Regulatory Authorities. Except for such amounts as are expressly required to such Party;be paid by a Party to the other under this Agreement, each Party shall be solely responsible for any costs incurred by it to comply with its legal obligations. Each Party shall conduct its activities hereunder in an ethical and professional manner. (c) It is not aware of any government authorization, consent, approval, license, exemption of or filing or registration with any Governmental Authority under any Applicable Law, currently in effect, necessary for, or in connection with, the transactions contemplated by this Agreement or any other agreement or instrument executed in connection herewith, or for the performance by it Each Party hereby covenants that each of its obligations employees and other entities performing any work under this Agreement shall have entered into a written invention assignment agreement requiring that each such person or entity assign to such other agreements (save for Regulatory Approvals Party all right, title and similar authorizations from Governmental Authorities necessary for the Exploitation interest in and to any Information conceived of the Compound and/or reduced to practice by such person or entity and Products as contemplated hereunder)its employees, except as may be required to obtain clearance of this Agreement under the HSR Act;consultants or agents in connection with any such activities. (d) It is not under any obligation, contractual or otherwise, to any party that conflicts with or is inconsistent in any material respect Each Party shall cooperate with the terms of this Agreement, or that would impede the diligent other and complete fulfillment of its obligations hereunder; (e) This Agreement constitutes a legal, valid, provide such assistance and binding obligation of such representing Party and is enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, or other laws of general application affecting the enforcement of creditor rights and judicial principles affecting the availability of specific performance and general principles of equity, whether enforceability is considered a proceeding at law or equity; (f) There are no claims or investigations, pending or, to the knowledge of the representing Party, threatened against the representing Party or any of its Affiliates, at law or in equity, or before or by any Governmental Authority relating to the matters contemplated under this Agreement or that would materially adversely affect such representing Party’s ability to perform its obligations hereunder; (g) Neither such representing Party, nor any of its Affiliates, or its or their employees, officers, subcontractors or consultants who have rendered or shall render services relating to the Compound or Product (i) has ever been debarred or is subject to debarment or convicted of a crime for which an entity or person could be debarred under 21 U.S.C. Section 335a or (ii) has ever been under indictment for a crime for which a person or entity could be debarred under said Section 335a; and (h) The representing Party shall inform resources as the other Party may reasonably request in writing promptly if during connection with performance of the Agreement Term it or any of its Affiliates, or its or their employees, officers, subcontractors or consultants who is rendering services related to the Compound or Product obligations under this Agreement is debarred or is the subject of a conviction described in Section 306 of the FFDCA, or if any action, suit, claim, investigation or legal or administrative proceeding is pending or, to the representing Party’s knowledge, is threatened, relating to the debarment or conviction of the representing Party, any of its Affiliates or its or their employees, officers, subcontractors or consultants performing services hereunderAgreement.

Mutual Representations, Warranties and Covenants. Each of the Parties hereby The Company represents and warrants to Holder, and Holder represents and warrants to the other Party Company as of the Effective Date and, as applicable, hereinafter covenants thatfollows: (a) It it is a corporation duly organized, validly existing and in good standing under the laws of its the jurisdiction of organization, its organization and has all requisite powercorporate, authority, partnership or other power and legal right, and is free, authority to enter into this AgreementAgreement and to carry out the transactions contemplated hereby, and perform its respective obligations hereunder; (b) The the execution, delivery, delivery and performance by it of this Agreement by such Party have been duly authorized by all necessary corporate action does not and do shall not (A) violate any provision of law, order, rule or regulation applicable to it or any of its affiliates or its certificate of incorporation or bylaws or other organizational documents or those of any of its subsidiaries or (B) conflict with, result in the breach of or constitute (with due notice or lapse of time or both) a default under any agreement, obligation, instrument, or understanding, oral or written, material contractual obligations to which it or any of its affiliates is a party or by which it is boundunder its certificate of incorporation, nor violate any Applicable Law bylaws or any order, writ, judgment, injunction, decree, determination, or award of any Governmental Authority presently in effect applicable to such Partyother governing instruments; (c) It is not aware of any government authorizationthe execution, consent, approval, license, exemption of or filing or registration with any Governmental Authority under any Applicable Law, currently in effect, necessary for, or in connection with, the transactions contemplated by this Agreement or any other agreement or instrument executed in connection herewith, or for the delivery and performance by it of its obligations under this Agreement does not and shall not require any registration or such filing with, the consent or approval of, notice to, or any other agreements (save for Regulatory Approvals and similar authorizations from Governmental Authorities necessary for the Exploitation of the Compound and Products as contemplated hereunder)action with respect to, any Federal, state or other governmental authority or regulatory body, except for (A) such consents, approvals, authorizations, registrations or qualifications as may be required to obtain clearance of this Agreement under the HSR Actstate securities or Blue Sky laws in connection with the issuance of the Exchange Shares, and (B) such other filings as may be necessary or required by the Securities and Exchange Commission; (d) It is not under any obligationthis Agreement has been duly authorized, contractual or otherwiseexecuted and delivered and, to any party that conflicts with or is inconsistent in any material respect with assuming the terms due execution and delivery of this AgreementAgreement by the other party hereto, or that would impede this Agreement is the diligent and complete fulfillment of its obligations hereunder; (e) This Agreement constitutes a legal, valid, legally valid and binding obligation of such representing Party and is it, enforceable against it in accordance with its terms, subject to the effects of except as enforceability may be limited or affected by applicable bankruptcy, insolvency, moratorium, reorganization or other laws of general application affecting the enforcement of creditor rights and judicial principles affecting the availability of specific performance and general principles of equity, whether enforceability is considered a proceeding at law or equity; (f) There are no claims or investigations, pending or, to the knowledge of the representing Party, threatened against the representing Party or any of its Affiliates, at law or in equity, or before or by any Governmental Authority relating to the matters contemplated under this Agreement or that would materially adversely affect such representing Party’s ability to perform its obligations hereunder; (g) Neither such representing Party, nor any of its Affiliates, or its or their employees, officers, subcontractors or consultants who have rendered or shall render services relating to the Compound or Product (i) has ever been debarred or is subject to debarment or convicted of a crime for which an entity or person could be debarred under 21 U.S.C. Section 335a or (ii) has ever been under indictment for a crime for which a person or entity could be debarred under said Section 335aaffecting creditors’ rights generally; and (he) The representing Party shall inform the other Party it has been represented by counsel in writing promptly if during the Agreement Term it or any of its Affiliates, or its or their employees, officers, subcontractors or consultants who is rendering services related to the Compound or Product under connection with this Agreement is debarred or is and the subject of a conviction described in Section 306 of the FFDCA, or if any action, suit, claim, investigation or legal or administrative proceeding is pending or, to the representing Party’s knowledge, is threatened, relating to the debarment or conviction of the representing Party, any of its Affiliates or its or their employees, officers, subcontractors or consultants performing services hereundertransactions contemplated hereby.

Mutual Representations, Warranties and Covenants. Each of the Parties PARTY hereby represents represents, warrants and warrants to the other Party covenants that, as of the Effective Date and, as applicable, hereinafter covenants thatEFFECTIVE DATE and during the TERM of this LICENSE AGREEMENT: (ai) It such PARTY has the requisite right, power and authority to grant the licenses and rights as set forth in this LICENSE AGREEMENT; (ii) such PARTY is a corporation duly organized, organized or formed and validly existing and in good standing under the laws LAWS of the jurisdiction of its jurisdiction of organizationincorporation or formation; LEGAL_US_W # 82848909.3 55 (iii) such PARTY, and has all the person executing this LICENSE AGREEMENT on its behalf, have the requisite power, authority, and legal right, power and is free, authority to enter into this AgreementLICENSE AGREEMENT; (biv) The the execution, delivery, and performance of this Agreement LICENSE AGREEMENT by such Party have PARTY has been duly authorized by all necessary corporate action and do not conflict with any agreementby such PARTY (including approval by the appropriate senior management or board of directors of such PARTY, obligation, instrument, or understanding, oral or written, to which it is a party or by which it is bound, nor violate any Applicable Law or any order, writ, judgment, injunction, decree, determination, or award of any Governmental Authority presently in effect applicable to such Partyas applicable); (cv) It is not aware of any government authorization, consent, approval, license, exemption of or filing or registration with any Governmental Authority under any Applicable Law, currently in effect, necessary for, or in connection with, the transactions contemplated by this Agreement or any other agreement or instrument executed in connection herewith, or for the performance by it of its obligations under this Agreement or such other agreements (save for Regulatory Approvals and similar authorizations from Governmental Authorities necessary for the Exploitation of the Compound and Products as contemplated hereunder), except as may be required to obtain clearance of this Agreement under the HSR Act; (d) It is not under any obligation, contractual or otherwise, to any party that conflicts with or is inconsistent in any material respect with the terms of this Agreement, or that would impede the diligent and complete fulfillment of its obligations hereunder; (e) This Agreement LICENSE AGREEMENT constitutes a valid, legal, valid, and binding obligation of such representing Party and is PARTY enforceable against it such PARTY in accordance with its termsterms and conditions, subject to the effects of applicable bankruptcy, insolvency, or reorganization and other laws of general application LAWS affecting the enforcement rights of creditor rights and judicial principles affecting the availability of specific performance and general principles of equity, whether enforceability is considered a proceeding at law or equitycreditors generally; (fvi) There are no claims the execution, delivery, and performance by such PARTY of this LICENSE AGREEMENT do not and will not, with or investigationswithout the passage of time or giving of notice, pending orconflict with, or violate or breach, or require any consent from any PERSON under (A) the articles, certificate of incorporation, bylaws or similar or equivalent governing instruments of such PARTY, (B) any LAWS applicable to the such PARTY, or (C) any contracts or agreements by which such PARTY is bound; (vii) such PARTY has read this LICENSE AGREEMENT in full detail and fully understands each and every provision of this LICENSE AGREEMENT; (viii) such PARTY is executing this LICENSE AGREEMENT voluntarily, without any duress or coercion, and with full knowledge of the representing Party, threatened against the representing Party or any legal significance and binding nature of its Affiliates, at law or in equity, or before or by any Governmental Authority relating to the matters contemplated under this Agreement or that would materially adversely affect such representing Party’s ability to perform its obligations hereunder; (g) Neither such representing Party, nor any of its Affiliates, or its or their employees, officers, subcontractors or consultants who have rendered or shall render services relating to the Compound or Product (i) has ever been debarred or is subject to debarment or convicted of a crime for which an entity or person could be debarred under 21 U.S.C. Section 335a or (ii) has ever been under indictment for a crime for which a person or entity could be debarred under said Section 335aLICENSE AGREEMENT; and (hix) The representing Party shall inform the other Party in writing promptly if during the Agreement Term it or any such PARTY has received independent legal advice from its in-house attorneys and outside attorneys of its Affiliates, or its or their employees, officers, subcontractors or consultants who is rendering services related choice with respect to the Compound or Product under legal consequences of entering into this Agreement is debarred or is the subject of a conviction described in Section 306 of the FFDCA, or if any action, suit, claim, investigation or legal or administrative proceeding is pending or, to the representing Party’s knowledge, is threatened, relating to the debarment or conviction of the representing Party, any of its Affiliates or its or their employees, officers, subcontractors or consultants performing services hereunderLICENSE AGREEMENT.

Mutual Representations, Warranties and Covenants. Each of the Parties Party hereby represents and warrants to the other Party Party, as of the Effective Date andDate, as applicable, hereinafter covenants thatfollows: (a) It such Party is a corporation duly organized, validly existing and in good standing under the laws of its the jurisdiction of organizationits incorporation, and has all requisite power, authority, and legal right, is qualified to do business and is free, in good standing as a foreign corporation in each jurisdiction in which the conduct of its business or the ownership of its properties requires such qualification and failure to enter into have such would prevent such Party from performing its obligations under this Agreement; (b) The the execution, delivery, delivery and performance of this Agreement by such Party have been duly authorized by all necessary corporate action action, and do not this Agreement is a legal and valid obligation binding on such Party and enforceable in accordance with its 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 with, or constitute a default under, any agreement, obligation, instrument, instrument or understanding, oral or written, to which it such Party is a party or by which it is bound, nor violate any Applicable Law or any order, writ, judgment, injunction, decree, determination, or award of any Governmental Authority presently in effect applicable to such Party; (c) It such Party has obtained, or is not aware of any government authorizationrequired to obtain, the consent, approval, licenseorder or authorization of any Third Party, exemption of or has completed, or is not required to complete, any registration, qualification, designation, declaration or filing or registration with any Governmental Regulatory Authority under any Applicable Law, currently in effect, necessary for, or governmental authority in connection with, with the transactions contemplated by execution and delivery of this Agreement or any other agreement or instrument executed in connection herewith, or for and the performance by it such Party of its obligations under this Agreement or such other agreements (save for Regulatory Approvals and similar authorizations from Governmental Authorities necessary for the Exploitation of the Compound and Products as contemplated hereunder), except as may be required to obtain clearance of this Agreement under the HSR ActAgreement; (d) It is such Party has the right to grant the rights contemplated under this Agreement and has not, and will not under during the Term, grant any obligation, contractual or otherwise, right to any party Third Party that conflicts with or is inconsistent in any material respect would conflict with the terms of this Agreement, or that would impede rights granted to the diligent and complete fulfillment of its obligations other Party hereunder; (e) This Agreement constitutes a legalsuch Party is not debarred or disqualified under the United States Federal Food, validDrug and Cosmetic Act or related United States Applicable Laws or comparable Applicable Laws in the Territory and it does not, and binding obligation will not during the Term, employ or use the services of any Person who is debarred or disqualified, in connection with activities relating to the Product, and in the event that either Party becomes aware of the debarment or disqualification or threatened debarment or disqualification of any Person providing services to such representing Party, including the Party itself and its Affiliates, that directly or indirectly relate to activities under this Agreement, such Party shall immediately notify the other Party and is enforceable against it in accordance with its termsshall cease employing, subject to the effects of bankruptcy, insolvencycontracting with, or other laws of general application affecting the enforcement of creditor rights and judicial principles affecting the availability of specific performance and general principles of equity, whether enforceability is considered a proceeding at law or equityretaining any such person to perform any services under this Agreement; (f) There are no claims or investigations, pending or, to in the knowledge performance of the representing Party, threatened against the representing Party or any of its Affiliates, at law or in equity, or before or by any Governmental Authority relating to the matters contemplated under this Agreement or that would materially adversely affect such representing Party’s ability to perform its obligations hereunder, such Party shall comply and shall cause its and its Affiliates’ employees and contractors to comply with all Applicable Laws; (g) Neither such representing PartyParty and its Affiliates and their respective employees and contractors have not and shall not, nor directly or indirectly through Third Parties, pay, promise or offer to pay, or authorize the payment of, any money or give any promise or offer to give, or authorize the giving of anything of value to a Public Official or Entity or other Person for purpose of obtaining or retaining business for or with, or directing business to, any Person, including OBIO or Terumo; and, without any limitation to the foregoing, such Party and its Affiliates and their respective employees and contractors have not and shall not directly or indirectly promise, offer or provide any corrupt payment, gratuity, emolument, bribe, kickback, illicit gift or hospitality or other illegal or unethical benefit to a Public Official or Entity or any other Person, and no political contributions or charitable donations have been or shall be given, offered, promised, or paid, that are in any way related to this Agreement or any related activity; (h) such Party is aware of all applicable anti-corruption and anti-bribery laws, including the FCPA, and all applicable anti-corruption laws in effect in the countries in which such Party conducts or will conduct business, and such Party and its Affiliates and their respective employees and contractors shall not cause any of its Affiliatestheir respective employees or agents to be in violation of the FCPA, Export Control Laws or its or their employees, officers, subcontractors or consultants who have rendered or shall render services relating to the Compound or Product any other Applicable Laws; (i) such Party shall fully cooperate and shall cause its Affiliates and their respective employees, contractors and subcontractors to cooperate fully with the other Party in ensuring compliance with the FCPA, Export Control Laws and all other Applicable Laws; (j) such Party shall maintain accurate and complete records of its receipts and expenses having to do with this Agreement, including records of payments to any Public Official or Entity or other Person, in accordance with generally accepted accounting principles, and shall make such books and accounting records available for review by the other Party, or by an independent party nominated by such other Party, at such other Party’s reasonable request; (k) such Party shall immediately notify the other Party if such Party has ever been debarred any information or suspicion that there may be a violation of the FCPA, Export Control Laws or any other Applicable Law in connection with the performance of this Agreement or the sale of the Product in the Territory; and (l) no owner, shareholder (direct or beneficial), officer, director, employee, Third Party representative, agent, or other individual with any direct or indirect beneficial interest in such Party or its Affiliates or, to its knowledge, in its contractors, or any immediate family relation of any such Person (collectively, “Interested Persons”), is subject to debarment a Public Official or convicted of Entity; and such Party shall notify the other Party immediately if during the Term (i) any Interested Person becomes a crime for which an entity Public Official or person could be debarred under 21 U.S.C. Section 335a Entity or (ii) has ever been under indictment for any Public Official or Entity acquires a crime for which a person legal or entity could be debarred under said Section 335a; and (h) The representing beneficial interest in such Party shall inform the other Party in writing promptly if during the Agreement Term it or any of its Affiliates, or its or their employees, officers, subcontractors or consultants who is rendering services related to the Compound or Product under this Agreement is debarred or is the subject of a conviction described in Section 306 of the FFDCA, or if any action, suit, claim, investigation or legal or administrative proceeding is pending Affiliate or, to the representing such Party’s knowledge, is threatened, relating to the debarment or conviction of the representing Party, any of in its Affiliates or its or their employees, officers, subcontractors or consultants performing services hereundersubcontractors.

Mutual Representations, Warranties and Covenants. Each of the Parties hereby represents represents, warrants and warrants covenants to the other Party as of the Effective Date and, as applicable, hereinafter covenants thatfollows: (a) 12.1.1. It is a corporation duly organized, organized and validly existing and in good standing under the laws Laws of its jurisdiction of organization, incorporation and it has full corporate power and authority and has taken all requisite power, authority, and legal right, and is free, corporate action necessary to enter into and perform this Agreement; (b) 12.1.2. This Agreement is a legal and valid obligation binding upon such Party and enforceable in accordance with its terms. The execution, delivery, delivery and performance of this the Agreement by such Party have been duly authorized by all necessary corporate action and do does not conflict with any agreement, obligation, instrument, instrument or understanding, oral or written, to which it is a party or by which it is bound, nor to its knowledge as of the Effective Date violate any Applicable Law Law. The person or any order, writ, judgment, injunction, decree, determination, or award of any Governmental Authority presently in effect applicable to persons executing this Agreement on such Party’s behalf have been duly authorized to do so by all requisite corporate action; (c) It is not aware 12.1.3. To its knowledge, as of any the Effective Date no government authorization, consent, approval, license, exemption of or filing or registration with any court or Governmental Authority Authority, under any Applicable Law, currently in effect, is or shall be necessary for, or in connection with, the transactions transaction contemplated by this Agreement or any other agreement or instrument executed in connection concurrently herewith, or (except for MHLW or other regulatory approvals, licenses, clearances and the like necessary for the research, development, manufacture, sales or marketing of pharmaceutical products and except for any required filing with the United States Securities and Exchange Commission) for the performance by it of its obligations under this Agreement; 12.1.4. Each Party represents and warrants that it has not been debarred or the subject of debarment proceedings by any Governmental Authority. Neither Party shall knowingly use in connection with the research, development, manufacture or commercialization to take place pursuant to this Agreement any employee, consultant or such other agreements (save for Regulatory Approvals investigator that has been debarred or the subject of debarment proceedings by any regulatory agency; 12.1.5. Each Party covenants to carry out its activities hereunder in compliance with Law; 12.1.6. Each Party covenants to not misappropriate any trade secret(s) of a Third Party in connection with the performance of its activities hereunder; 12.1.7. Each Party represents and similar authorizations from Governmental Authorities necessary for the Exploitation warrants that it has not granted as of the Compound Effective Date, and Products as contemplated hereunder)during the Term shall not grant, except as may be required to obtain clearance of this Agreement under the HSR Act; (d) It is not under any obligation, contractual or otherwise, right to any party Third Party relating to any Licensed Amgen Patent, Licensed Amgen Trademark or Licensed Amgen Know-How (with respect to Amgen) or any Licensed Collaborator Patent, Licensed Collaborator Trademark or Licensed Collaborator Know-How (with respect to Collaborator) that conflicts with or is inconsistent in any material respect with the terms of this Agreement, or that would impede rights granted to the diligent and complete fulfillment of its obligations other Party hereunder; (e) This Agreement constitutes a legal, valid, and binding obligation of such representing Party and is enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, or other laws of general application affecting the enforcement of creditor rights and judicial principles affecting the availability of specific performance and general principles of equity, whether enforceability is considered a proceeding at law or equity; (f) There are no claims or investigations, pending or, to the knowledge of the representing Party, threatened against the representing Party or any of its Affiliates, at law or in equity, or before or by any Governmental Authority relating to the matters contemplated under this Agreement or that would materially adversely affect such representing Party’s ability to perform its obligations hereunder; (g) Neither such representing Party, nor any of its Affiliates, or its or their employees, officers, subcontractors or consultants who have rendered or shall render services relating to the Compound or Product (i) has ever been debarred or is subject to debarment or convicted of a crime for which an entity or person could be debarred under 21 U.S.C. Section 335a or (ii) has ever been under indictment for a crime for which a person or entity could be debarred under said Section 335a; and (h) The representing Party shall inform the other Party in writing promptly if during the Agreement Term it or any of its Affiliates, or its or their employees, officers, subcontractors or consultants who is rendering services related to the Compound or Product under this Agreement is debarred or is the subject of a conviction described in Section 306 of the FFDCA, or if any action, suit, claim, investigation or legal or administrative proceeding is pending or, to the representing Party’s knowledge, is threatened, relating to the debarment or conviction of the representing Party, any of its Affiliates or its or their employees, officers, subcontractors or consultants performing services hereunder.12.1.8. [*]

Mutual Representations, Warranties and Covenants. Each of the Parties hereby Licensor and Licensee each represents and warrants to the other Party other, as of the Effective Date and, as applicable, hereinafter covenants that: Date: (ai) It Such Party is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organizationincorporation or formation, and has all requisite power, authority, full corporate or other power and legal right, and is free, authority to enter into this Agreement; Agreement and to perform its obligations hereunder; (bii) The execution, delivery, and performance of this Agreement by such Such Party have been duly authorized by has taken all necessary corporate action and do not conflict with any agreement, obligation, instrument, or understanding, oral or written, to which it is a party or by which it is bound, nor violate any Applicable Law or any order, writ, judgment, injunction, decree, determination, or award of any Governmental Authority presently in effect applicable to such Party; (c) It is not aware of any government authorization, consent, approval, license, exemption of or filing or registration with any Governmental Authority under any Applicable Law, currently in effect, necessary for, or in connection with, the transactions contemplated by this Agreement or any other agreement or instrument executed in connection herewith, or for the performance by it of its obligations under this Agreement or such other agreements (save for Regulatory Approvals and similar authorizations from Governmental Authorities necessary for the Exploitation of the Compound and Products as contemplated hereunder), except as may be required to obtain clearance authorize the execution and delivery of this Agreement under and the HSR Act; (d) It is not under any obligation, contractual or otherwise, to any party that conflicts with or is inconsistent in any material respect with the terms of this Agreement, or that would impede the diligent and complete fulfillment performance of its obligations hereunder; ; (eiii) This this Agreement has been duly executed and delivered on behalf of such Party and constitutes a legal, valid, valid and binding obligation of such representing Party and is enforceable against it in accordance with its terms, the terms hereof subject to the effects of bankruptcy, insolvency, insolvency or other laws of general application affecting the enforcement of creditor rights and judicial principles affecting the availability of specific performance and general principles of equity, whether enforceability is considered a proceeding at law or equity; ; (fiv) There are no claims the execution and delivery of this Agreement and the performance of such Party’s obligations hereunder does not conflict with or investigationsviolate any provision of the articles of incorporation, pending orbylaws or any similar instrument of such Party, as applicable, in any material way and does not conflict with, violate or breach, or constitute a default or require any consent under, any contractual obligation or court or administrative order by which such Party is bound. In addition, each Party represents, warrants and covenants to the knowledge of the representing Party, threatened against the representing Party or any of its Affiliates, at law or in equityother: (a) that it shall, or before shall cause its Affiliate to, obtain and maintain during the Term all authorizations, consents and approvals, governmental or otherwise, necessary for such Party to grant the rights and licenses granted by any Governmental Authority relating to the matters contemplated such Party under this Agreement or that would materially adversely affect such representing Party’s ability and to perform its obligations hereunder; under this Agreement; (gb) Neither such representing Party, nor any of its Affiliates, or its or their employees, officers, subcontractors or consultants who have rendered or it shall render services comply with Applicable Law relating to such Party’s rights, duties, responsibilities and obligations set forth in this Agreement; and (c) it will not enter into an agreement that is inconsistent with the Compound or Product (i) has ever been debarred or is subject rights, licenses and assignments granted to debarment or convicted of a crime for which an entity or person could be debarred under 21 U.S.C. Section 335a or (ii) has ever been under indictment for a crime for which a person or entity could be debarred under said Section 335a; and (h) The representing Party shall inform the other Party in writing promptly if during the Agreement Term it or any of its Affiliates, or its or their employees, officers, subcontractors or consultants who is rendering services related to the Compound or Product under this Agreement is debarred or is the subject of a conviction described in Section 306 of the FFDCA, or if any action, suit, claim, investigation or legal or administrative proceeding is pending or, to the representing Party’s knowledge, is threatened, relating to the debarment or conviction of the representing Party, any of its Affiliates or its or their employees, officers, subcontractors or consultants performing services hereunderAgreement.

Mutual Representations, Warranties and Covenants. Each of the Parties hereby Party represents and warrants to the other Party as of the Effective Date andof this Agreement and as of the date of each purchase and sale of Crude Oil hereunder, as applicable, hereinafter covenants that: (a) It is a corporation duly organizedan “Eligible Contract Participant” as defined in Section 1a (12) of the Commodity Exchange Act, validly existing and in good standing under the laws of its jurisdiction of organization, and has all requisite power, authority, and legal right, and is free, to enter into this Agreement;as amended. (b) The execution, delivery, and performance It is a “forward contract merchant” in respect of this Agreement by such Party have been duly authorized by all necessary corporate action and do not conflict with any agreement, obligation, instrument, or understanding, oral or written, to which it each sale of Crude Oil hereunder is a party or by which it is boundforward contract for purposes of the United States Bankruptcy Code, nor violate any Applicable Law or any order11 U.S.C. §§ 101 et seq., writ, judgment, injunction, decree, determination, or award of any Governmental Authority presently in effect applicable as amended from time to such Party;time. (c) It is not aware duly organized and validly existing under the laws of any government authorization, consent, approval, license, exemption of or filing or registration with any Governmental Authority under any Applicable Law, currently in effect, necessary for, or in connection with, the transactions contemplated by this Agreement or any other agreement or instrument executed in connection herewith, or for the performance by it jurisdiction of its obligations organization or incorporation and in good standing under this Agreement or such other agreements (save for Regulatory Approvals and similar authorizations from Governmental Authorities necessary for the Exploitation of the Compound and Products as contemplated hereunder), except as may be required to obtain clearance of this Agreement under the HSR Act;laws. (d) It is not under any obligationhas the corporate, contractual governmental or otherwiseother legal capacity, authority and power to any party that conflicts with or is inconsistent in any material respect with the terms of execute this Agreement, or that would impede the diligent to deliver this Agreement and complete fulfillment of to perform its obligations hereunder;under this Agreement, and has taken all necessary action to authorize the foregoing. (e) This The execution, delivery and performance in the preceding paragraph (d) do not violate or conflict with any Applicable Law, any provision of its constitutional documents, any order or judgment of any court or Governmental Authority applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets. (f) All governmental and other authorizations, approvals, consents, notices and filings that are required to have been obtained or submitted by it with respect to this Agreement constitutes a have been obtained or submitted and are in full force and effect, and all conditions of any such authorizations, approvals, consents, notices and filings have been complied with. (g) Its obligations under this Agreement constitute its legal, valid, valid and binding obligation of such representing Party and is obligations, enforceable against it in accordance with its terms, terms (subject to the effects of applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or other similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application affecting the regardless of whether enforcement is sought in a proceeding in equity or at law and an implied covenant of creditor rights good faith and judicial principles affecting the availability fair dealing). (h) No Event of specific performance Default under Article 19 with respect to it has occurred and general principles is continuing, and no such event or circumstance would occur as a result of equityits entering into or performing its obligations under this Agreement. (i) There is not pending or, whether enforceability is considered a to its knowledge, threatened against it any action, suit or proceeding at law or equity; (f) There are no claims in equity or investigationsbefore any court, pending ortribunal, to the knowledge of the representing PartyGovernmental Authority, threatened against the representing Party official or any arbitrator that is likely to affect the legality, validity or enforceability against it of its Affiliates, at law or in equity, or before or by any Governmental Authority relating to the matters contemplated under this Agreement or that would materially adversely affect such representing Party’s its ability to perform its obligations hereunder;under this Agreement. (gj) It is not relying upon any representations of the other Party, other than those expressly set forth in this Agreement. (k) It has entered into this Agreement as principal (and not as advisor, agent, broker or in any other capacity, fiduciary or otherwise), with a full understanding of the material terms and risks of the same, and is capable of assuming those risks. (l) It has made its trading and investment decisions (including their suitability) based upon its own judgment and any advice from its advisors as it has deemed necessary, and not in reliance upon any view expressed by the other Party. (m) The other Party (i) is acting solely in the capacity of an arm’s-length contractual counterparty with respect to this Agreement, (ii) is not acting as a financial advisor or fiduciary or in any similar capacity with respect to this Agreement and (iii) has not given to it any assurance or guarantee as to the expected performance or result of this Agreement. (n) Neither such representing Party, it nor any of its AffiliatesAffiliates has been contacted by or negotiated with any finder, broker or other intermediary in connection with the sale of Crude Oil hereunder who is entitled to any compensation with respect thereto (other than brokers’ fees agreed upon by the Parties). (o) None of its or their employeesdirectors, officers, subcontractors employees or consultants who have rendered agents or shall render services relating to the Compound or Product (i) has ever been debarred or is subject to debarment or convicted of a crime for which an entity or person could be debarred under 21 U.S.C. Section 335a or (ii) has ever been under indictment for a crime for which a person or entity could be debarred under said Section 335a; and (h) The representing Party shall inform the other Party in writing promptly if during the Agreement Term it or any of its Affiliates, or its or their employees, officers, subcontractors or consultants who is rendering services related to the Compound or Product under this Agreement is debarred or is the subject of a conviction described in Section 306 of the FFDCA, or if any action, suit, claim, investigation or legal or administrative proceeding is pending or, to the representing Party’s knowledge, is threatened, relating to the debarment or conviction of the representing Party, any those of its Affiliates has received or its will receive any commission, fee, rebate, gift or their employees, officers, subcontractors or consultants performing services hereunderentertainment of significant value in connection with this Agreement.

Mutual Representations, Warranties and Covenants. Each of the Parties hereby represents Parties, severally, and warrants not jointly, represents, warrants, and covenants to the each other Party Party, as of the date such Party executes and delivers this Agreement and as of the Plan Effective Date and, as applicable, hereinafter covenants thatDate: (a) It it is a corporation duly organized, validly existing and in good standing under the laws Laws of the state of its jurisdiction of organizationorganization (or, and if it is a natural person, it has all requisite power, authority, and legal right, and is free, capacity to enter into this Agreement; (b) The execution), deliverythis Agreement has been duly executed and delivered by such Party, and performance of this Agreement by such Party have been duly authorized by all necessary corporate action and do not conflict with any agreement, obligation, instrument, or understanding, oral or written, to which it is a party or by which it is bound, nor violate any Applicable Law or any order, writ, judgment, injunction, decree, determination, or award of any Governmental Authority presently in effect applicable to such Party; (c) It is not aware of any government authorization, consent, approval, license, exemption of or filing or registration with any Governmental Authority under any Applicable Law, currently in effect, necessary for, or in connection with, the transactions contemplated by this Agreement or any other agreement or instrument executed in connection herewith, or for the performance by it of its obligations under this Agreement or such other agreements (save for Regulatory Approvals and similar authorizations from Governmental Authorities necessary for the Exploitation of the Compound and Products as contemplated hereunder), except as may be required to obtain clearance of this Agreement under the HSR Act; (d) It is not under any obligation, contractual or otherwise, to any party that conflicts with or is inconsistent in any material respect with the terms of this Agreement, or that would impede the diligent and complete fulfillment of its obligations hereunder; (e) This Agreement constitutes a legal, valid, and binding obligation of such representing Party and is Party, enforceable against it in accordance with its terms, subject except as enforcement may be limited by applicable Laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability; (b) except as expressly provided in this Agreement, the effects Plan, or the Bankruptcy Code (including with respect to approvals of bankruptcyGovernmental Regulatory Authorities, insolvencyAntitrust/FDI Authorities and the FCC, as applicable, necessary to effectuate the Restructuring and the I Squared Infrastructure Sale), no material consent or approval is required by any other person or Entity in order for it to effectuate the Restructuring contemplated by, and perform its respective obligations under, this Agreement; (c) the entry into and performance by it of, and the transactions contemplated by, this Agreement do not, and will not, conflict in any material respect with any Law or regulation applicable to it or with any of its articles of association, memorandum of association, or other laws of general application affecting the enforcement of creditor rights and judicial principles affecting the availability of specific performance and general principles of equity, whether enforceability is considered a proceeding at law or equityconstitutional documents; (fd) There are no claims except as expressly provided in this Agreement, it has (or investigations, pending or, to the knowledge of the representing Party, threatened against the representing Party or any of its Affiliateswill have, at law the relevant time) all requisite corporate or in equityother power and authority to enter into, or before or by any Governmental Authority relating to the matters contemplated under execute, and deliver this Agreement or that would materially adversely affect such representing Party’s ability and to effectuate the Restructuring contemplated by, and perform its respective obligations hereunder; (g) Neither such representing Partyunder, nor any of its Affiliates, or its or their employees, officers, subcontractors or consultants who have rendered or shall render services relating to the Compound or Product (i) has ever been debarred or is subject to debarment or convicted of a crime for which an entity or person could be debarred under 21 U.S.C. Section 335a or (ii) has ever been under indictment for a crime for which a person or entity could be debarred under said Section 335athis Agreement; and (he) The representing Party shall inform except as expressly provided by this Agreement, it is not party to any restructuring or similar agreements or arrangements with the other Party in writing promptly if during the Agreement Term it or any of its Affiliates, or its or their employees, officers, subcontractors or consultants who is rendering services related Parties that have not been disclosed to the Compound or Product under this Agreement is debarred or is the subject of a conviction described in Section 306 of the FFDCA, or if any action, suit, claim, investigation or legal or administrative proceeding is pending or, to the representing Party’s knowledge, is threatened, relating to the debarment or conviction of the representing Party, any of its Affiliates or its or their employees, officers, subcontractors or consultants performing services hereunderall Parties.

Mutual Representations, Warranties and Covenants. Each of the Parties hereby represents Party represents, warrants and warrants covenants to the other Party as of the Effective Date and, as applicable, hereinafter covenants that: (a) It 9.1.1 it, including any of its Affiliates subject to the terms of this Agreement, is a corporation an entity which has been duly organized, formed and is validly existing and and, to the extent applicable, in good standing under the laws of its the jurisdiction of organization, and where it was formed; 9.1.2 it has all requisite powerpower and authority to execute, authoritydeliver, and legal right, and is free, to enter into perform its obligations under this Agreement; (b) The 9.1.3 the execution, delivery, and performance of this Agreement by such Party have Agreement: (a) has been duly authorized by all its requisite officials, board (in the presence of board observers, wherever required), and wherever necessary corporate action by the bond holders, note holders, bankers, lenders, creditors etc.; and do (b) shall not conflict with any agreementwith, obligation, instrumentresult in a breach of, or understanding, oral or written, constitute a default under (i) any other agreement to which it is a party or by which it is bound, nor violate or (ii) any Applicable Law or any orderLaws by which it is bound; 9.1.4 it is duly licensed, writ, judgment, injunction, decree, determinationauthorized, or award of any Governmental Authority presently qualified to do business and is in effect applicable good standing, to such Party; (c) It is not aware of any government the extent applicable, in every jurisdiction in which a license, authorization, consentor qualification is required to own or lease assets or to transact business of the character transacted by it, approvalexcept where the failure to be so licensed, license, exemption of or filing or registration with any Governmental Authority under any Applicable Law, currently in effect, necessary forauthorized, or in connection with, the transactions contemplated by this Agreement or any other agreement or instrument executed in connection herewith, or for the performance by it of qualified would not have an adverse effect on its ability to fulfill its obligations under this Agreement or such other agreements (save for Regulatory Approvals and similar authorizations from Governmental Authorities necessary for the Exploitation of the Compound and Products as contemplated hereunder), except as may be required to obtain clearance of this Agreement under the HSR ActAgreement; (d) It is not under 9.1.5 it has all Intellectual Property Rights necessary to meet its obligations, if any, pursuant to this Agreement, including the full right, power, and authority to grant any obligationIntellectual Property Rights contemplated herein; 9.1.6 to its knowledge, contractual its Intellectual Property provided or otherwise, to any party that conflicts with or is inconsistent used in any material respect accordance with the terms of this Agreement, does not infringe or that would impede the diligent and complete fulfillment of its obligations hereundermisappropriate any Third Party’s Intellectual Property; 9.1.7 there is no outstanding (e) This Agreement constitutes a legal, valid, and binding obligation of such representing Party and is enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, or other laws of general application affecting the enforcement of creditor rights and judicial principles affecting the availability of specific performance and general principles of equity, whether enforceability is considered a proceeding at law or equity; (f) There are no claims or investigations, pending or, to the knowledge of the representing Party, threatened against the representing Party or any best of its Affiliatesknowledge, at law pending or in equitythreatened) litigation, arbitration, or before other dispute to which it is or by any Governmental Authority relating could become a party that, if decided unfavorably to the matters contemplated it, would reasonably be expected to have a Material adverse effect on its ability to fulfill its obligations under this Agreement; 9.1.8 it shall perform its obligations under this Agreement in a manner that does not knowingly infringe, or that would materially adversely affect such representing constitute a known infringement or misappropriation of, any Third Party’s ability to perform its obligations hereunderIntellectual Property Rights; (g) Neither such representing Party, nor 9.1.9 it has not violated any of its Affiliates, or its or their employees, officers, subcontractors or consultants who have rendered or shall render services relating to the Compound or Product (i) has ever been debarred or is subject to debarment or convicted of a crime for which an entity or person could be debarred under 21 U.S.C. Section 335a or (ii) has ever been under indictment for a crime for which a person or entity could be debarred under said Section 335aApplicable Law; and (h) The representing Party shall inform the other Party in writing promptly if during the Agreement Term 9.1.10 it or any of has implemented appropriate measures and safeguards to comply with its Affiliates, or its or their employees, officers, subcontractors or consultants who is rendering services related to the Compound or Product obligations under this Agreement is debarred or is the subject of a conviction described in Section 306 of the FFDCA, or if any action, suit, claim, investigation or legal or administrative proceeding is pending or, to the representing Party’s knowledge, is threatened, relating to the debarment or conviction of the representing Party, any of its Affiliates or its or their employees, officers, subcontractors or consultants performing services hereunder.7 and Section 8 and Schedule E.

Mutual Representations, Warranties and Covenants. Each of Party (the Parties “Representing Party”) hereby represents represents, warrants and warrants covenants to the other Party as of the Effective Date andParty, as applicablea material inducement for such other Party’s entry into this Agreement, hereinafter covenants thatas follows: (a) It 8.1.1 The Representing Party is a corporation duly organized, organized and validly existing and in good standing under the laws Laws of its jurisdiction of organization, incorporation and it has full corporate power and authority and has taken all requisite power, authority, and legal right, and is free, corporate action necessary to enter into and perform this Agreement; (b) 8.1.2 This Agreement is a legal and valid obligation binding upon the Representing Party and enforceable against it in accordance with its terms, assuming due execution and delivery of the Agreement by the Parties, and subject to applicable laws regarding insolvency, bankruptcy, reorganization, moratorium and other Laws affecting creditors’ rights generally as from time to time in effect; 8.1.3 The execution, delivery, delivery and performance of this the Agreement by such the Representing Party have been duly authorized by all necessary corporate action and do does not conflict with any agreement, obligation, instrument, instrument or understanding, oral or written, to which it is a party or by which it is bound, nor to its knowledge, violate any Applicable Law or any order, writ, judgment, injunction, decree, determination, or award of any Governmental Authority presently in effect applicable to such PartyLaw; (c) It is not aware 8.1.4 To its knowledge as of any the Effective Date, no government authorization, consent, approval, license, exemption of or filing or registration with any Governmental Authority court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, under any Applicable Lawapplicable laws, rules or regulations currently in effect, is or will be necessary for, or in connection with, the transactions transaction contemplated by this Agreement or any other agreement or instrument executed in connection herewith, or for the performance by it the Representing Party of its obligations under this Agreement or and such other agreements (save for Regulatory Approvals and similar authorizations from Governmental Authorities necessary for the Exploitation agreements; 8.1.5 The Representing Party has not granted as of the Compound Effective Date, and Products as contemplated hereunder)during the Term will not grant, except as may be required to obtain clearance of this Agreement under the HSR Act; (d) It is not under any obligation, contractual or otherwise, right to any party that Third Party relating to its respective Licensed Technology which conflicts with the rights granted to the other Party hereunder; and without limiting the foregoing, the Representing Party will not, during the Term, encumber the subject matter (including Patents and Know-How) within its respective Licensed Technology, as applicable, with liens, mortgages, security interests or is inconsistent in any material respect with the terms of this Agreement, or another similar interest that would impede give the diligent and complete fulfillment of its obligations hereunder; (e) This Agreement constitutes a legal, valid, and binding obligation holder the right to convert the interest into ownership of such representing Party and subject matter, unless the encumbrance is enforceable against it in accordance with its terms, expressly subject to the effects of bankruptcy, insolvency, or other laws of general application affecting the enforcement of creditor licenses and rights and judicial principles affecting the availability of specific performance and general principles of equity, whether enforceability is considered a proceeding at law or equity; (f) There are no claims or investigations, pending or, granted to the knowledge of the representing Party, threatened against the representing other Party or any of its Affiliates, at law or in equity, or before or by any Governmental Authority relating to the matters contemplated under this Agreement or that would materially adversely affect such representing Party’s ability to perform its obligations hereunder;herein; and (g) Neither such representing Party, nor any of its Affiliates, or its or their employees, officers, subcontractors or consultants who have rendered or shall render services relating to the Compound or Product (i) 8.1.6 The Representing Party has ever not been debarred or is subject to debarment or convicted of a crime for which an entity or person could be debarred under 21 U.S.C. Section 335a or (ii) has ever been under indictment for a crime for which a person or entity could be debarred under said Section 335a; and (h) The representing Party shall inform the other Party in writing promptly if during the Agreement Term it or any of its Affiliates, or its or their employees, officers, subcontractors or consultants who is rendering services related to the Compound or Product under this Agreement is debarred or is the subject of a conviction described debarment proceedings by any Regulatory Authority and will not knowingly use in Section 306 connection with the Preclinical Development hereunder any employee, consultant or investigator that has been debarred or the subject of the FFDCA, or if debarment proceedings by any action, suit, claim, investigation or legal or administrative proceeding is pending or, to the representing Party’s knowledge, is threatened, relating to the debarment or conviction of the representing Party, any of its Affiliates or its or their employees, officers, subcontractors or consultants performing services hereunderRegulatory Authority.

Mutual Representations, Warranties and Covenants. Each of the Parties Skold and CollaGenex hereby represents represents, warrants and warrants covenants to the other Party as of the Effective Date and, as applicable, hereinafter covenants thatfollows: (a) It is duly organized and validly existing, or is a corporation duly organizedcitizen and resident, validly existing as applicable, and in good standing under the laws of such Party’s respective jurisdiction. It has the requisite legal power and authority to conduct its jurisdiction of organization, business as presently being conducted and has all requisite power, authority, and legal right, as proposed to be conducted by it and is free, duly qualified to enter into this Agreementdo business in those jurisdictions where its ownership of property or the conduct of its business requires; (b) The It has all requisite legal power and authority to enter into this Agreement and to perform the obligations contemplated hereunder. All actions on its part necessary for (i) the authorization, execution, deliverydelivery and performance by it of this Agreement, and performance (ii) the consummation of this Agreement by such Party the transactions contemplated hereby, have been duly authorized taken; (c) This Agreement is a legally valid and binding obligation of it, enforceable against it in accordance with its terms (except in all cases as such enforceability may be limited by all necessary corporate action applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors’ rights generally and do not except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court or other tribunal before which any proceeding may be brought); (d) None of the execution and delivery of this Agreement, the consummation of the transactions provided for herein or contemplated hereby, or the fulfillment by it of the terms hereof or thereof, will (with or without notice or passage of time or both) (i) conflict with or result in a breach of any provision of any certificate or articles of incorporation or formation, by-laws, statutes, operating agreement or other governing documents of it, (ii) result in a default, constitute a default under, give rise to any right of termination, cancellation or acceleration, or require any consent or approval (other than approvals that have heretofore been obtained) of any governmental authority or under any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, loan, arrangement, license, agreement, obligation, instrument, lease or understanding, oral other instrument or written, obligation to which it is a party or by which it is its assets may be bound, nor (iii) violate any Applicable Law law, rule or any order, writ, judgment, injunction, decree, determination, or award regulation of any Governmental Authority presently in effect governmental authority or stock exchange on which such Party’s securities are listed applicable to such Party; (c) It is not aware of any government authorization, consent, approval, license, exemption of or filing or registration with any Governmental Authority under any Applicable Law, currently in effect, necessary for, or in connection with, the transactions contemplated by this Agreement or any other agreement or instrument executed in connection herewith, or for the performance by it of its obligations under this Agreement or such other agreements (save for Regulatory Approvals and similar authorizations from Governmental Authorities necessary for the Exploitation of the Compound and Products as contemplated hereunder), except as may be required to obtain clearance of this Agreement under the HSR Act; (d) It is not under any obligation, contractual or otherwise, to any party that conflicts with or is inconsistent in any material respect with the terms of this Agreement, or that would impede the diligent and complete fulfillment of its obligations hereunder; (e) This Agreement constitutes a legal, valid, and binding obligation of such representing Party and is enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, or other laws of general application affecting the enforcement of creditor rights and judicial principles affecting the availability of specific performance and general principles of equity, whether enforceability is considered a proceeding at law or equity; (f) There are no claims or investigations, pending or, to the knowledge of the representing Party, threatened against the representing Party or any of its Affiliates, at law or in equity, or before or by any Governmental Authority relating to the matters contemplated under this Agreement or that would materially adversely affect such representing Party’s ability to perform its obligations hereunder; (g) Neither such representing Party, nor any of its Affiliates, or its or their employees, officers, subcontractors or consultants who have rendered or shall render services relating to the Compound or Product (i) has ever been debarred or is subject to debarment or convicted of a crime for which an entity or person could be debarred under 21 U.S.C. Section 335a or (ii) has ever been under indictment for a crime for which a person or entity could be debarred under said Section 335a; and (h) The representing Party shall inform the other Party in writing promptly if during the Agreement Term it or any of its Affiliatesassets, or (iv) any other contractual or other obligations of the respective Party; and (e) it shall comply in all material respects with all laws, rules and regulations applicable to its or their employees, officers, subcontractors or consultants who is rendering services related to the Compound or Product performance under this Agreement is debarred or is the subject of a conviction described in Section 306 of the FFDCA, or if any action, suit, claim, investigation or legal or administrative proceeding is pending or, to the representing Party’s knowledge, is threatened, relating to the debarment or conviction of the representing Party, any of its Affiliates or its or their employees, officers, subcontractors or consultants performing services hereunderAgreement.

Mutual Representations, Warranties and Covenants. (a) Each of the Parties hereby Parties, severally and not jointly, represents and warrants to the each other Party that the following statements are true, correct, and complete as of the Effective Date anddate hereof (or, as applicableif later, hereinafter covenants that:the date that such Party (or if such Party is a Transferee, such Transferee) first became or becomes a Party): (ai) It it is a corporation duly organized, validly existing and in good standing under the laws of the state of its jurisdiction of organization, and has all requisite power, authority, and legal right, and is free, to enter into this Agreement; (b) The execution, delivery, and performance of this Agreement by such Party have been duly authorized by all necessary corporate action and do not conflict with any agreement, obligation, instrument, or understanding, oral or written, to which it is a party or by which it is bound, nor violate any Applicable Law or any order, writ, judgment, injunction, decree, determination, or award of any Governmental Authority presently in effect applicable to such Party; (c) It is not aware of any government authorization, consent, approval, license, exemption of or filing or registration with any Governmental Authority under any Applicable Law, currently in effect, necessary for, or in connection with, the transactions contemplated by this Agreement or any other agreement or instrument executed in connection herewith, or for the performance by it of its obligations under this Agreement or such other agreements (save for Regulatory Approvals and similar authorizations from Governmental Authorities necessary for the Exploitation of the Compound and Products as contemplated hereunder), except as may be required to obtain clearance of this Agreement under the HSR Act; (d) It is not under any obligation, contractual or otherwise, to any party that conflicts with or is inconsistent in any material respect with the terms of this Agreement, or that would impede the diligent and complete fulfillment of its obligations hereunder; (e) This Agreement constitutes a legal, valid, and binding obligation of such representing Party and is Party, enforceable against it in accordance with its terms, subject to the effects of except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, or other similar laws of general application affecting the enforcement of creditor relating to or limiting creditors’ rights and judicial generally or by equitable principles affecting the availability of specific performance and general principles of equity, whether enforceability is considered a proceeding at law or equityrelating to enforceability; (fii) There are no claims or investigations, pending or, to the knowledge of the representing Party, threatened against the representing Party or any of its Affiliates, at law or except as expressly provided in equity, or before or by any Governmental Authority relating to the matters contemplated under this Agreement or that would materially adversely affect such representing Party’s ability in the Bankruptcy Code (if applicable) or as may be required for disclosure by the Securities and Exchange Commission, no material consent or approval of, or any registration or filing with, any other Person is required for it to carry out the Restructuring contemplated by, and perform its obligations hereunderunder, this Agreement; (giii) Neither such representing Partyexcept as expressly provided in this Agreement or the Bankruptcy Code (if applicable), nor any it has all requisite organizational power and authority to enter into this Agreement and to carry out the Restructuring contemplated by, and perform its obligations under, this Agreement; (iv) the execution and delivery by it of this Agreement, and the performance of its Affiliatesobligations hereunder, or have been duly authorized by all necessary organizational action on its or their employees, officers, subcontractors or consultants who have rendered or shall render services relating to part; (v) it has been represented by counsel in connection with this Agreement and the Compound or Product (i) has ever been debarred or is subject to debarment or convicted of a crime for which an entity or person could be debarred under 21 U.S.C. Section 335a or (ii) has ever been under indictment for a crime for which a person or entity could be debarred under said Section 335atransactions contemplated by this Agreement; and (hvi) The representing the execution, delivery, and performance by such Party shall inform the other Party in writing promptly if during the of this Agreement Term does not and will not (1) violate any provision of law, rule, or regulation applicable to it or any of its Affiliates, subsidiaries or its charter or their employees, officers, subcontractors bylaws (or consultants who is rendering services related to the Compound other similar governing documents) or Product under this Agreement is debarred or is the subject those of a conviction described in Section 306 of the FFDCA, or if any action, suit, claim, investigation or legal or administrative proceeding is pending or, to the representing Party’s knowledge, is threatened, relating to the debarment or conviction of the representing Party, any of its Affiliates subsidiaries, (2) conflict with, result in a breach of, or constitute (with or without notice or lapse of time or both) a default under any material debt for borrowed money to which it or any of its subsidiaries is a party, or (3) violate any order, writ, injunction, decree, statute, rule, or regulation; provided that, (x) the foregoing shall not apply with respect to any Caesars Party on account of any defaults arising from the commencement of the Chapter 11 Cases, a CEC Chapter 11 Case, or the pendency of the Restructuring and (y) nothing in this Section 6(a)(vi) shall, or shall be deemed to, waive, limit, or otherwise impair each of the Caesars Party’s respective ability to exercise its fiduciary duties as set forth by Section 21 hereof. (b) The Caesars Parties represent and warrant to the Consenting SGN Creditors that there are no pending agreements (oral or written) or understandings that are not public or have been filed with the Bankruptcy Court with respect to any Alternative Proposal. (c) Each Caesars Party, severally and not jointly, on behalf of itself and its Affiliates, represents, warrants and covenants that it has not offered, and will not offer, any Additional Consideration to any holder of SGN Claims without making such Additional Consideration with respect to such SGN Claim otherwise available to Consenting SGN Creditors in respect of their employeesapplicable SGN Claims, officers, subcontractors or consultants performing services hereunderon a pro rata basis in the manner contemplated in Section 35 in this Agreement.

Mutual Representations, Warranties and Covenants. Each of the Parties hereby represents AFT and warrants Timber, each for itself and its Affiliates, represent, warrant and covenant to the other Party as of the Effective Date and, as applicable, hereinafter covenants thatDate: (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 shall 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 such Party; (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 legal and valid obligation binding upon such Party and enforceable in accordance with its terms except as enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights and (ii) equitable principles of general applicability; (c) such Party is a corporation duly organized, validly existing and in good standing under the laws of its the state or other jurisdiction of organization, incorporation or formation and has all requisite power, authority, full corporate power and legal right, and is free, authority to enter into this AgreementAgreement and to carry out the provisions hereof except where failure to be in good standing would not materially impact the Party’s ability to meet its obligations hereunder; (bd) The such Party is duly authorized, by all requisite corporate action, to execute and deliver this Agreement and the execution, delivery, delivery and performance of this Agreement by such Party have been does not require any shareholder action or approval, and the Person executing this Agreement on behalf of such Party is duly authorized to do so by all necessary requisite corporate action and do not conflict with any agreement, obligation, instrument, or understanding, oral or written, to which it is a party or by which it is bound, nor violate any Applicable Law or any order, writ, judgment, injunction, decree, determination, or award of any Governmental Authority presently in effect applicable to such Party; (c) It is not aware of any government authorization, consent, approval, license, exemption of or filing or registration with any Governmental Authority under any Applicable Law, currently in effect, necessary for, or in connection with, the transactions contemplated by this Agreement or any other agreement or instrument executed in connection herewith, or for the performance by it of its obligations under this Agreement or such other agreements (save for Regulatory Approvals and similar authorizations from Governmental Authorities necessary for the Exploitation of the Compound and Products as contemplated hereunder), except as may be required to obtain clearance of this Agreement under the HSR Act; (d) It is not under any obligation, contractual or otherwise, to any party that conflicts with or is inconsistent in any material respect with the terms of this Agreement, or that would impede the diligent and complete fulfillment of its obligations hereunderaction; (e) This Agreement constitutes a legalno consent, validapproval, and binding obligation 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 representing Party in connection with the valid execution, delivery and is enforceable against it in accordance with its terms, subject to the effects performance of bankruptcy, insolvency, or other laws of general application affecting the enforcement of creditor rights and judicial principles affecting the availability of specific performance and general principles of equity, whether enforceability is considered a proceeding at law or equity;this Agreement; and (f) There are no claims in the course of performing its obligations or investigationsexercising its rights under this Agreement, pending shall, and shall cause its Affiliates, permitted sublicensees to, comply with all Applicable Laws, and shall not employ or engage any party who has been debarred by any Regulatory Authority, or, to the knowledge of the representing Party, threatened against the representing Party or any of its Affiliates, at law or in equity, or before or by any Governmental Authority relating to the matters contemplated under this Agreement or that would materially adversely affect such representing Party’s ability to perform its obligations hereunder; (g) Neither such representing Party, nor any of its Affiliates, or its or their employees, officers, subcontractors or consultants who have rendered or shall render services relating to the Compound or Product (i) has ever been debarred or is subject to debarment or convicted of a crime for which an entity or person could be debarred under 21 U.S.C. Section 335a or (ii) has ever been under indictment for a crime for which a person or entity could be debarred under said Section 335a; and (h) The representing Party shall inform the other Party in writing promptly if during the Agreement Term it or any of its Affiliates, or its or their employees, officers, subcontractors or consultants who is rendering services related to the Compound or Product under this Agreement is debarred or is the subject of a conviction described in Section 306 of the FFDCA, or if any action, suit, claim, investigation or legal or administrative proceeding is pending or, to the representing Party’s knowledge, is threatened, relating to the subject of debarment or conviction of the representing Party, any of its Affiliates or its or their employees, officers, subcontractors or consultants performing services hereunderproceedings by a Regulatory Authority.