Common use of Mutual Representations Clause in Contracts

Mutual Representations. Each of the Parties hereto represents, warrants and covenants: (i) It is a corporation or entity duly organized and validly existing under the laws of the state or other jurisdiction of its incorporation or formation. (ii) The execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate action. (iii) It has the power and authority to execute and deliver this Agreement and perform its obligations hereunder. (iv) The execution, delivery and performance by such Party of this Agreement does not and will not conflict with or result in breach of the terms and provisions of any other agreement or constitute a default under (a) a loan agreement, guaranty, financing agreement, affecting a product or other agreement or instrument binding or affecting it or its property; (b) the provisions of its charter or operative documents or bylaws; or (c) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound. (v) The execution, delivery and performance of this Agreement by such Party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority in the Territory and the execution, delivery and performance of this Agreement does not violate any law, rule or regulation applicable to such Party. (vi) This Agreement has been duly authorized, executed and delivered and constitutes such Party’s legal, valid, and binding obligation enforceable against it in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to the availability of particular remedies under general equity principles. (vii) It shall comply with all applicable laws and regulations relating to its activities under this Agreement. (viii) Each warrants that it is not debarred and has not and will not use in any capacity the services of any person debarred under subsections 306 (a) and (b), of the Generic Drug Enforcement Act of 1992. If at any time during the term of this Agreement this warranty is no longer accurate, the affected party shall immediately notify the other.

Mutual Representations. Each Party hereby represents and warrants to the other Party, as of the Parties hereto representsEffective Date, warrants and covenantsas follows: (ia) It is a corporation or entity duly organized and validly existing under the laws of the state or other its jurisdiction of incorporation and has the corporate power and authority to execute and deliver this Agreement and to perform its incorporation or formationobligations hereunder. (iib) The execution, delivery and performance of this Agreement by such Party has been duly and validly authorized and approved by proper corporate action on the part of such Party. Such Party has taken all requisite corporate actionother action required by applicable law, its certificate of incorporation or by-laws or any agreement to which it is a party or by which it or its assets are bound, to authorize such execution, delivery and performance. Assuming due authorization, execution and delivery on the part of the other Party, this Agreement constitutes a legal, valid and binding obligation of such Party. (iiic) It has The execution and delivery of this Agreement, and the power and authority to execute and deliver this Agreement and perform its obligations performance as contemplated hereunder, by such Party will not violate any applicable law. (ivd) The Neither the execution and delivery of this Agreement nor the performance hereof by such Party requires such Party to obtain any permit, authorization or consent from any governmental authority (except for any Regulatory Approvals, pricing or reimbursement approvals, manufacturing-related approvals or similar approvals necessary for development, manufacture or commercialization of Licensed Products), or from any other person, and such execution, delivery and performance by such Party Party, including the granting of the licenses granted under this Agreement does not and Agreement, will not conflict with or result in the breach of the terms and provisions of or give rise to any conflict, termination of, rescission, renegotiation or acceleration under or trigger any other rights under any agreement or constitute contract to which such Party may be a default under party existing as of the Effective Date. (ae) a loan agreement, guaranty, financing agreement, affecting a product or other agreement or instrument binding or affecting it or its property; (b) the provisions of its charter or operative documents or bylaws; or (c) any order, writ, injunction or decree of any court or governmental authority entered against it or by which Neither Party nor any of its property is bound. (v) The execution, delivery and performance of this Agreement by such Party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority in the Territory and the execution, delivery and performance of this Agreement does not violate any law, rule or regulation applicable to such Party. (vi) This Agreement Affiliates has been duly authorized, executed and delivered and constitutes such Party’s legal, validdebarred or is subject to debarment, and binding obligation enforceable against it in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to the availability of particular remedies under general equity principles. (vii) It shall comply with all applicable laws and regulations relating to its activities under this Agreement. (viii) Each warrants that it is not debarred and OPKO has not and will not use used in any capacity in connection with the services development or manufacture of Licensed Product prior to the Effective Date, any person or entity who has been debarred under subsections pursuant to Section 306 (a) and (b), of the Generic Drug Enforcement Act United States Federal Food, Drug, and Cosmetic Act, or who is the subject of 1992. If at any time during the term of this Agreement this warranty is no longer accurate, the affected party shall immediately notify the othera conviction described in such section.

Mutual Representations. Each of the Parties hereto represents, represents and warrants and covenantsthat: (ia) It is a corporation or entity duly organized and validly existing under the laws of the state or other jurisdiction of its incorporation or formation. (iib) The execution, delivery and performance of this Agreement by such Party has have been duly authorized by all requisite corporate action. (iiic) It has the power and authority to execute and deliver this Agreement and perform its obligations hereunderhereunder and thereunder. (ivd) The execution, delivery and performance by such Party of this Agreement does not and will not conflict with or result in breach of the terms and provisions of any other agreement or constitute a default under (ai) a loan agreement, guaranty, financing agreement, affecting a product or other agreement or instrument binding or affecting it or its property; (bii) the provisions of its charter or operative documents or bylaws; or (ciii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound. (ve) The execution, delivery and performance of this Agreement by such Party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority in the Territory and the execution, delivery and performance of this Agreement does not violate any law, rule or regulation applicable to such Party. Notwithstanding the foregoing, Spectrum may be required to file notices with the necessary regulatory authorities to notify them of Spectrum’s ownership of the regulatory filings described in Article VI (A) (3). (vif) This Agreement has been duly authorized, executed and delivered and constitutes such Party’s legal, valid, and binding obligation enforceable against it in accordance with its their terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to the availability of particular remedies under general equity principles. (viig) It shall comply with all applicable laws and regulations relating to its activities under this Agreement. (viiih) Each warrants that it It is not debarred and has not and will not use in any capacity the services of any person debarred under subsections 306 (a) and (b), of the Generic Drug Enforcement Act of 1992. If at any time during the term of this Agreement this warranty is no longer accurate, the affected party Party shall immediately notify the otherother and the Parties shall negotiate to resolve issues that may affect Spectrum’s ability to manufacture, have manufactured, use or sell Licensed Products.

Mutual Representations. Each of the Parties hereto represents, warrants and covenants: (i) It is a corporation or entity duly organized and validly existing under the laws of the state or other jurisdiction of its incorporation or formation. (ii) The execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate action. (iii) It has the power and authority to execute and deliver this Agreement and perform its obligations hereunder. (iv) The execution, delivery and performance by such Party of this Agreement does not and will not conflict with or result in breach of the terms and provisions of any other agreement or constitute a default under (a) a loan agreement, guaranty, financing agreement, affecting a product or other agreement or instrument binding or affecting it or its property; (b) the provisions of its charter or operative documents or bylaws; or (c) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound. (v) The execution, delivery and performance of this Agreement by such Party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority in the Territory and the execution, delivery and performance of this Agreement does not violate any law, rule or regulation applicable to such Party. (vi) This Agreement has been duly authorized, executed and delivered and constitutes such Party’s 's legal, valid, and binding obligation enforceable against it in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ ' rights and to the availability of particular remedies under general equity principles. (vii) It shall comply with all applicable laws and regulations relating to its activities under this Agreement. (viii) Each warrants that it is not debarred and has not and will not use in any capacity the services of any person debarred under subsections 306 (a) and (b), of the Generic Drug Enforcement Act of 1992. If at any time during the term of this Agreement this warranty is no longer accurate, the affected party shall immediately notify the other.

Mutual Representations. Each Party hereby represents and warrants to the other Party, as of the Parties hereto representsEffective Date, warrants and covenantsas follows: (ia) It is a corporation or entity duly organized and validly existing under the laws of the state or other its jurisdiction of incorporation and has the corporate power and authority to execute and deliver this Agreement and to perform its incorporation or formationobligations hereunder. (iib) The execution, delivery and performance of this Agreement by such Party has been duly and validly authorized and approved by proper corporate action on the part of such Party. Such Party has taken all requisite corporate actionother action required by applicable law, its certificate of incorporation or by-laws or any agreement to which it is a party or by which it or its assets are bound, to authorize such execution, delivery and performance. Assuming due authorization, execution and delivery on the part of the other Party, this Agreement constitutes a legal, valid and binding obligation of such Party. (iiic) It has The execution and delivery of this Agreement, and the power and authority to execute and deliver this Agreement and perform its obligations performance as contemplated hereunder, by such Party will not violate, in any material way, any applicable law. (ivd) The Neither the execution and delivery of this Agreement nor the performance hereof by such Party requires such Party to obtain any permit, authorization or consent from any governmental authority (except for any Regulatory Approvals, pricing or reimbursement approvals, manufacturing-related approvals or similar approvals necessary for development, CONFIDENTIAL - Xxxxxxx Biotech Inc. & Poseida Therapeutics Inc. License Agreement – August 3, 2015 manufacture or commercialization of Licensed Products) and such execution, delivery and performance by such Party of under this Agreement Agreement, does not and will not conflict in any material fashion with the terms of any agreement, instrument, understanding or result in breach contract to which such Party may be a party existing as of the terms and provisions of any other agreement or constitute a default under Effective Date. (ae) a loan agreement, guaranty, financing agreement, affecting a product or other agreement or instrument binding or affecting it or its property; (b) the provisions of its charter or operative documents or bylaws; or (c) any order, writ, injunction or decree of any court or governmental authority entered against it or by which Neither Party nor any of its property is bound. (v) The execution, delivery and performance of this Agreement by such Party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority in the Territory and the execution, delivery and performance of this Agreement does not violate any law, rule or regulation applicable to such Party. (vi) This Agreement Affiliates has been duly authorized, executed and delivered and constitutes such Party’s legal, validdebarred or is subject to debarment, and binding obligation enforceable against it in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to the availability of particular remedies under general equity principles. (vii) It shall comply with all applicable laws and regulations relating Xxxxxxx has not to its activities under this Agreement. (viii) Each warrants that it is not debarred and has not and will not use knowledge used in any capacity in connection with the services development or manufacture of Licensed Product prior to the Effective Date, any person or entity who has been debarred under subsections pursuant to Section 306 (a) and (b), of the Generic Drug Enforcement Act United States Federal Food, Drug, and Cosmetic Act, or who is the subject of 1992. If at any time during the term of this Agreement this warranty is no longer accurate, the affected party shall immediately notify the othera conviction described in such section.

Mutual Representations. Each Party hereby represents and warrants to the other Party, as of the Parties hereto representsEffective Date, warrants and covenantsas follows: (ia) It is a corporation or entity duly organized and validly existing under the laws of the state or other its jurisdiction of incorporation and has the corporate power and authority to execute and deliver this Agreement and to perform its incorporation or formationobligations hereunder. (iib) The execution, delivery and performance of this Agreement by such Party has been duly and validly authorized and approved by proper corporate action on the part of such Party. Such Party has taken all requisite corporate actionother action required by applicable law, its certificate of incorporation or by-laws or any agreement to which it is a party or by which it or its assets are bound, to authorize such execution, delivery and performance. Assuming due authorization, execution and delivery on the part of the other Party, this Agreement constitutes a legal, valid and binding obligation of such Party. (iiic) It has The execution and delivery of this Agreement, and the power and authority to execute and deliver this Agreement and perform its obligations performance as contemplated hereunder, by such Party will not violate any applicable law. (ivd) The Neither the execution and delivery of this Agreement nor the performance hereof by such Party requires such Party to obtain any permit, authorization or consent from any governmental authority (except for any Marketing Approvals, pricing or reimbursement approvals, manufacturing-related approvals or similar approvals necessary for development, manufacture or commercialization of Licensed Products), or from any other person, and such execution, delivery and performance by such Party Party, including the granting of the licenses granted under this Agreement does not and Agreement, will not conflict with or result in the breach of the terms and provisions of or give rise to any conflict, termination of, rescission, renegotiation or acceleration under or trigger any other rights under any agreement or constitute contract to which such Party may be a default under party existing as of the Effective Date. (ae) a loan agreement, guaranty, financing agreement, affecting a product or other agreement or instrument binding or affecting it or its property; (b) the provisions of its charter or operative documents or bylaws; or (c) any order, writ, injunction or decree of any court or governmental authority entered against it or by which Neither Party nor any of its property Affiliates has been debarred or is bound. (v) The executionsubject to debarment pursuant to Section 306 of the United States Federal Food, delivery Drug, and performance of this Agreement by such Party does not require the consent, approval or authorization ofCosmetic Act, or notice, declaration, filing or registration with, any governmental or regulatory authority is the subject of a conviction described in the Territory and the execution, delivery and performance of this Agreement does not violate any law, rule or regulation applicable to such Partysection. (vi) This Agreement has been duly authorized, executed and delivered and constitutes such Party’s legal, valid, and binding obligation enforceable against it in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to the availability of particular remedies under general equity principles. (vii) It shall comply with all applicable laws and regulations relating to its activities under this Agreement. (viii) Each warrants that it is not debarred and has not and will not use in any capacity the services of any person debarred under subsections 306 (a) and (b), of the Generic Drug Enforcement Act of 1992. If at any time during the term of this Agreement this warranty is no longer accurate, the affected party shall immediately notify the other.

Mutual Representations. Each Party hereby represents and warrants to the other Party as of the Parties hereto represents, warrants and covenantsEffective Date as follows: (i) 9.1.1 It is a corporation or entity duly organized and validly existing under the laws of the state or other its jurisdiction of incorporation and has the corporate power and authority to execute and deliver this Agreement and to perform its incorporation or formationobligations hereunder. (ii) 9.1.2 The execution, delivery and performance of this Agreement by such Party has been duly and validly authorized and approved by proper corporate action on the part of such Party. It has taken all requisite corporate actionother action required by Applicable Law, its certificate of incorporation or by-laws or any agreement to which it is a party or by which it or its assets are bound, to authorize such execution, delivery and performance. Assuming due authorization, execution and delivery on the part of the other Party, this Agreement constitutes a legal, valid and binding obligation of such Party. Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. (iii) It has 9.1.3 The execution and delivery of this Agreement, and the power performance as contemplated hereunder, by such Party will not violate any Applicable Law. 9.1.4 Neither the execution and authority to execute and deliver delivery of this Agreement nor the performance hereof by such Party requires such Party to obtain any permit, authorization or consent from any governmental authority (except for any Regulatory Approvals, pricing or reimbursement approvals, manufacturing-related approvals or similar approvals necessary for development, manufacture or commercialization of Licensed Products), or from any other Third Party, and perform its obligations hereunder. (iv) The such execution, delivery and performance by such Party of this Agreement does not and will not conflict with or result in breach Party, including the granting of the terms and provisions of any other agreement or constitute a default under (a) a loan agreement, guaranty, financing agreement, affecting a product or other agreement or instrument binding or affecting it or its property; (b) the provisions of its charter or operative documents or bylaws; or (c) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound. (v) The execution, delivery and performance of this Agreement by such Party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority in the Territory and the execution, delivery and performance of this Agreement does not violate any law, rule or regulation applicable to such Party. (vi) This Agreement has been duly authorized, executed and delivered and constitutes such Party’s legal, valid, and binding obligation enforceable against it in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to the availability of particular remedies under general equity principles. (vii) It shall comply with all applicable laws and regulations relating to its activities licenses granted under this Agreement. (viii) Each warrants that it is not debarred and has not and , will not use result in the breach of or give rise to any capacity the services of conflict, termination of, rescission, renegotiation or acceleration under or trigger any person debarred other rights under subsections 306 (a) and (b), any agreement or contract to which such Party may be a party existing as of the Generic Drug Enforcement Act of 1992. If at any time during the term of this Agreement this warranty is no longer accurate, the affected party shall immediately notify the otherEffective Date.

Mutual Representations. Each of the Parties hereto represents, represents and warrants and covenantsthat: (ia) It is a corporation or entity duly organized and validly existing under the laws of the country, state or other jurisdiction of its incorporation or formation. (iib) The execution, delivery delivery, and performance of this Agreement by such Party has have been duly authorized by all requisite corporate action. (iiic) It has the power and authority to execute and deliver this Agreement and perform its obligations hereunder. (ivd) The execution, delivery and performance by such Party of this Agreement does not and will not conflict with or result in breach of the terms and provisions of any other agreement or constitute a default under (ai) a loan agreement, guaranty, financing agreement, affecting a product or other agreement or instrument binding or affecting it or its property; (bii) the provisions of its charter or operative documents or bylaws; or (ciii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound. (ve) The execution, delivery and performance of this Agreement by such Party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority in the Territory and the execution, delivery and performance of this Agreement does do not violate any law, rule or regulation applicable to such Party. (vif) This Agreement has been duly authorized, executed and delivered and constitutes such Party’s legal, valid, and binding obligation enforceable against it in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to the availability of particular remedies under general equity principles. (viig) It shall comply with all applicable laws and regulations relating to its activities under this Agreement. (viii) Each warrants that it is not debarred and has not and will not use in any capacity the services of any person debarred under subsections 306 (a) and (b), of the Generic Drug Enforcement Act of 1992. If at any time during the term of this Agreement this warranty is no longer accurate, the affected party shall immediately notify the other.

Mutual Representations. Each of the Parties hereto representsrepresents and warrants to the other Parties that, warrants and covenantsas of the Effective Date: (ia) It is a corporation or entity duly organized and validly existing under the laws Applicable Law of the state or other its jurisdiction of its incorporation or formation.incorporation, and has full corporate power and authority to enter into this Agreement and to carry out the provisions hereof; (iib) It is duly authorized to execute and deliver this Agreement and to perform its obligations hereunder, and the person(s) executing this Agreement on its behalf has been duly authorized to do so by all requisite corporate action; (c) This Agreement is legally binding upon it and enforceable in accordance with its terms. The execution, delivery and performance of this Agreement by such Party has been duly authorized it does not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by all requisite corporate action.which it may be bound; (iiid) It has is aware of no action, suit or inquiry or investigation instituted by any Applicable Law or Regulatory Authority that questions or threatens the power and authority to execute and deliver validity of this Agreement and perform its obligations hereunder.Agreement; and (ive) The execution, None of the execution and delivery and performance by such Party of this Agreement does not and Agreement, the consummation of the transactions provided for herein or contemplated hereby, or the fulfillment by it of the terms hereof or thereof, will not (with or without notice or passage of time or both) (i) conflict with or result in a breach of any provision of the terms and 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 other agreement or constitute a default under (a) a loan material note, bond, mortgage, indenture, loan, arrangement, license, agreement, guaranty, financing agreement, affecting a product lease or other agreement instrument or instrument binding or affecting obligation to which it or its property; (b) the provisions of its charter or operative documents or bylaws; or (c) any order, writ, injunction or decree of any court or governmental authority entered against it is a party or by which any of its property is assets may be bound. (v) The execution, delivery and performance of this Agreement by such Party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority in the Territory and the execution, delivery and performance of this Agreement does not (iii) violate any law, rule or regulation applicable to such PartyApplicable Law. (vi) This Agreement has been duly authorized, executed and delivered and constitutes such Party’s legal, valid, and binding obligation enforceable against it in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to the availability of particular remedies under general equity principles. (vii) It shall comply with all applicable laws and regulations relating to its activities under this Agreement. (viii) Each warrants that it is not debarred and has not and will not use in any capacity the services of any person debarred under subsections 306 (a) and (b), of the Generic Drug Enforcement Act of 1992. If at any time during the term of this Agreement this warranty is no longer accurate, the affected party shall immediately notify the other.

Mutual Representations. Each of the Parties hereto represents, warrants and covenants: (i) It is a corporation or entity duly organized and validly existing under the laws of the state or other jurisdiction of its incorporation or formation. (ii) The execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate or entity action. (iii) It has the power and authority to execute and deliver this Agreement and perform its obligations hereunder. (iv) The execution, delivery and performance by such Party of this Agreement does not and will not conflict with or result in breach of the terms and provisions of any other agreement or constitute a default under (a) a loan agreement, guaranty, financing agreement, affecting a product or other agreement or instrument binding or affecting it or its property; (b) the provisions of its charter or operative documents or bylaws; or (c) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound. (v) The execution, delivery and performance of this Agreement by such Party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority in the Territory and the execution, delivery and performance of this Agreement does not violate any law, rule or regulation applicable to such Party. (vi) This Agreement has been duly authorized, executed and delivered and constitutes such Party’s legal, valid, and binding obligation enforceable against it in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to the availability of particular remedies under general equity principles. (vii) It shall comply with all applicable laws and regulations relating to its activities under this Agreement. (viii) Each warrants that it It is not debarred and has not and will not use in any capacity the services of any person debarred under subsections 306 (a) and (b), of the Generic Drug Enforcement Act of 1992. If at any time during the term of this Agreement this warranty is no longer accurate, the affected party shall immediately notify the other. 06/20/2003 ** CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND WILL BE FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST.

Mutual Representations. Each of Purchaser and JPM CCC represents and warrants to the Parties hereto represents, warrants other as of the Effective Date and covenantseach Delivery Day that: (i) It is a corporation or entity duly organized and validly existing under the laws of the state or other jurisdiction of its incorporation or formation. (ii) The execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate action. (iiia) It has the full right, power and authority to execute and deliver enter into this Agreement and to perform its obligations hereunder. (ivb) The execution, execution and delivery and performance by such Party of this Agreement does and the performance of its obligations hereunder is not and will not be in violation or breach of, or in conflict with (i) any term or result in breach provision of the terms and provisions of its organizing or other governing documents, (ii) any other agreement or constitute a default under (a) a loan agreement, guarantyinstrument, financing agreementpermit or authority to which it is a party or by which it is bound, affecting a product and (iii) any laws, rules, orders, regulations or other agreement legal obligations or instrument binding any judicial order, award, judgment or affecting decree applicable to it or its property; (b) the provisions any of its charter or operative documents or bylaws; or assets. (c) any order, writ, injunction or decree of any court or governmental authority entered This Agreement has been validly executed and delivered by it and this Agreement constitutes its valid and binding obligations enforceable against it or by which any of its property is boundin accordance with the provisions hereof. (vd) The executionThere are no facts that have not been disclosed by it to the other Party that could adversely affect or, so far as it can reasonably foresee, will adversely affect its obligations under this Agreement. (e) It has no knowledge of the occurrence of any litigation, proceeding or dispute affecting (or which could adversely affect) its ability to perform its obligations under this Agreement. (f) All necessary approvals, if any required under Applicable Laws from governmental and regulatory authorities (including the National Energy Board of Canada) to permit JPM CCC to deliver, and Purchaser to take delivery and performance of of, Oil under this Agreement by such Party does not require have been (or at the consentappropriate time, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority in the Territory and will be) obtained. (g) Upon the execution, delivery and performance of this Agreement does not violate any law, rule or regulation applicable to such Party. (vi) This Agreement has been duly authorized, executed and delivered and constitutes such Party’s legal, valid, and binding obligation enforceable against it in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to the availability of particular remedies under general equity principles. (vii) It shall comply with all applicable laws and regulations relating to its activities under this Agreement. (viii) Each warrants that it is not debarred and has not and will not use be insolvent (as such term is used in any capacity applicable bankruptcy, liquidation, receivership, or insolvency or similar laws). Its capital is adequate for the services of any person debarred under subsections 306 business in which it is engaged. It has not incurred (a) and (bwhether hereby or otherwise), nor does it intend to incur or believe that it will incur, debts which will be beyond its ability to pay as such debts mature. (h) It is an “Eligible Contract Participant” as defined in Section 1(a)(18) of the Generic Drug Enforcement Act of 1992. If at any Commodity Exchange Act, as amended from time during the term to time. (i) It is a “forward contract merchant” in respect of this Agreement and this warranty Agreement and each sale of Oil hereunder is a forward contract for purposes of the United States Bankruptcy Code, 11 U.S.C. §§ 101 et seq., as amended from time to time. (j) It is acting for its own account, and it has made its own independent decisions to enter into this Agreement and any Specified Transaction and as to whether this Agreement and any Specified Transaction is appropriate or proper for it based upon its own judgment and upon advice from such advisors as it has deemed necessary; it is not relying on any communication (written or oral) of the other Party as investment advice or as a recommendation to enter into this Agreement or any Specified Transaction, it being understood that information and explanations related to the terms and conditions of this Agreement and any Specified Transaction shall not be considered investment advice or a recommendation to enter into this Agreement or any Specified Transaction; no longer accuratecommunication (written or oral) received from the other Party shall be deemed to be an assurance or guarantee as to the expected results of this Agreement or any Specified Transaction; it is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts the terms, conditions and risks of this Agreement and any Specified Transaction; it is also capable of assuming, and assumes, the affected party shall immediately notify risks of this Agreement and any Specified Transaction; and the otherother Party is not acting as a fiduciary for or an advisor to it in respect of this Agreement or any Specified Transaction. (k) It is a “Qualified Party” within the meaning of paragraph 1(e) of the Alberta Securities Commission Blanket Order BOR#91 503, paragraph 1.1 of the British Columbia Securities Commission Blanket Order BOR#91 501 (BC) and Saskatchewan Financial Services Commission General Order 91-907, as such orders may be amended, restated, replaced or reenacted from time to time, and it is similarly qualified pursuant to any equivalent or analogous law, order or enactment of any other jurisdiction that may have application to such Specified Transaction.

Mutual Representations. Each Party represents and warrants to the other Party as of the Parties hereto representsEffective Date and each sale of Crude Oil or Refined Products hereunder, warrants and covenantsthat: (ia) It is an “Eligible Contract Participant,” as defined in Section 1a(18) of the Commodity Exchange Act, as amended from time to time, and any successor statute. (b) It is a corporation “forward contract merchant” in respect of this Agreement and this Agreement and each sale of Crude Oil or entity Products hereunder constitutes a “forward contract,” as such term is used in Section 556 of the Bankruptcy Code. (c) It is duly organized and validly existing under the laws of the state or other jurisdiction of its organization or incorporation or formationand in good standing under such laws. (iid) It has the corporate, governmental or other legal capacity, authority and power to execute and deliver the Transaction Documents and to perform its obligations under this Agreement, and has taken all necessary action to authorize the foregoing. (e) The execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate action. (iii) It has the power Transaction Documents and authority to execute and deliver this Agreement and perform the performance of its obligations hereunder. (iv) The execution, delivery thereunder and performance by such Party the consummation of this Agreement does the transactions contemplated thereby do not and will not violate or conflict with any Applicable Law, any provision of its constitutional documents, any order or result in breach of the terms and provisions judgment of any other agreement court or constitute a default under (a) a loan agreement, guaranty, financing agreement, affecting a product Governmental Authority applicable to it or other agreement any of its assets or instrument any contractual restriction binding on or affecting it or its property; (b) the provisions of its charter or operative documents or bylaws; or (c) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is boundassets. (vf) The execution, delivery and performance Except for the filing of this Agreement by such Party does not require the consent, approval UCC-1 or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority in the Territory UCC-3 financing statements and the executionLien Documents in applicable state and county filing offices, delivery all governmental and performance other authorizations, approvals, consents, notices and filings that are required to have been obtained or submitted by it with respect to the Transaction Documents have been obtained or submitted and are in full force and effect, and all conditions of this Agreement does not violate any lawsuch authorizations, rule or regulation applicable to such Partyapprovals, consents, notices and filings have been complied with. (vig) This Agreement has been duly authorized, executed and delivered and constitutes such Party’s Its obligations under the Transaction Documents constitute its legal, valid, valid and binding obligation obligations, enforceable against it in accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforcementenforceability, to bankruptcy, insolvency, reorganization and other laws equitable principles of general applicability relating to application regardless of whether enforcement is sought in a proceeding in equity or affecting creditors’ rights and to the availability of particular remedies under general equity principlesat law). (viih) No Event of Default or Default has occurred and is continuing with respect to such Party, and no such event or circumstance would occur as a result of its entering into or performing its obligations under the Transaction Documents. (i) There is not pending or, to its knowledge, threatened against it or any of its Affiliates any action, suit or proceeding at law or in equity or before any court, tribunal, Governmental Authority, official or any arbitrator that is likely to affect the legality, validity or enforceability against it of this Agreement or its ability to perform its obligations under the Transaction Documents. (j) It shall comply with all applicable laws and regulations relating to its activities under is not relying upon any representations of the other Party other than those expressly set forth in this Agreement. (viiik) Each warrants that 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 debarred acting as a financial advisor or fiduciary or in any similar capacity with respect to this Agreement and (iii) has not and will not use in given to it any capacity assurance or guarantee as to the services of any person debarred under subsections 306 (a) and (b), of the Generic Drug Enforcement Act of 1992. If at any time during the term expected performance or result of this Agreement Agreement. (n) It is not bound by any agreement that would preclude or hinder its execution, delivery, or performance of this warranty Agreement. (o) Neither it nor any of its Affiliates has been contacted by or negotiated with any finder, broker or other intermediary in connection with the sale of Crude Oil or Products hereunder who is no longer accurateentitled to any compensation with respect thereto. (p) None of its directors, the affected party shall immediately notify the otherofficers, employees or agents or those of its Affiliates has received or will receive any commission, fee, rebate, gift or entertainment of significant value in connection with this Agreement.

Mutual Representations. Each Except as may be disclosed in Schedule 9.1, which may be updated within five (5) days following the HSR Clearance Date, each of the Parties hereto AGTC and LICENSEE hereby represents, warrants and covenantscovenants to the other Party as of the Execution Date and the Effective Date as follows: (ia) It it is a corporation or entity duly organized and organized, validly existing and in good standing under the laws of the state or other jurisdiction of its incorporation or formation.incorporation; (iib) The execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate action. it (iiii) It has the requisite power and authority and the legal right to execute and deliver enter into this Agreement and to perform its obligations hereunder., (ii) has the requisite resources and expertise to perform its obligations hereunder and (iii) has taken all requisite action on its part to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder; (ivc) The this Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid, binding obligation, enforceable against such Party in accordance with its terms; (d) it has obtained all necessary consents, approvals and authorizations of all Governmental Authorities and other persons or entities required to be obtained by such Party in connection with the execution and delivery of this Agreement; (e) the execution, delivery and performance by such Party of this Agreement and its compliance with the terms and provisions hereof does not and will not conflict with or result in a breach of any of the terms and provisions of any other agreement or constitute a default under (ai) a loan agreement, guaranty, financing agreement, affecting a product agreement relating to one or more Patent Rights or other agreement or instrument binding or affecting it or its property; (bii) the provisions of its charter or operative documents or bylaws; or (ciii) any order, writ, injunction or decree of any court or governmental authority Governmental Authority entered against it or by which any of its property is bound. (vf) The executionit has not, delivery and performance of this Agreement by such will not, after the Execution Date and during the Term, grant any right to any Third Party does not require that would conflict with the consent, approval rights granted to the other Party or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority in the Territory and the execution, delivery and performance of this Agreement does not violate any law, rule or regulation applicable to such Party.would be inconsistent with its obligations hereunder; and (vig) This Agreement has been duly authorized, executed and delivered and constitutes such Party’s legal, valid, and binding obligation enforceable against it in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to the availability of particular remedies under general equity principles. (vii) It shall at all times comply with all material Laws applicable laws and regulations relating to its activities under this Agreement. (viii) Each warrants that it is not debarred and has not and will not use in any capacity the services of any person debarred under subsections 306 (a) and (b), of the Generic Drug Enforcement Act of 1992. If at any time during the term of this Agreement this warranty is no longer accurate, the affected party shall immediately notify the other.

Mutual Representations. Each Party hereby represents and warrants to the other Party, as of the Parties hereto representsEffective Date, warrants and covenantsas follows: (ia) It is a corporation or entity duly organized and validly existing under the laws of the state or other its jurisdiction of incorporation and has the corporate power and authority to execute and deliver this Agreement and to perform its incorporation or formationobligations hereunder. (iib) The execution, delivery and performance of this Agreement by such Party has been duly and validly authorized and approved by proper corporate action on the part of such Party. Such Party has taken all requisite corporate actionother action required by applicable law, its certificate of incorporation or by-laws or any agreement to which it is a party or by which it or its assets are bound, to authorize such execution, delivery and performance. Assuming due authorization, execution and delivery on the part of the other Party, this Agreement constitutes a legal, valid and binding obligation of such Party. (iiic) It has The execution and delivery of this Agreement, and the power and authority to execute and deliver this Agreement and perform its obligations performance as contemplated hereunder, by such Party will not violate any applicable law. (ivd) The Neither the execution and delivery of this Agreement nor the performance hereof by such Party requires such Party to obtain any permit, authorization or consent from any governmental authority (except for any Marketing Approvals, pricing or reimbursement approvals, manufacturing-related approvals or similar approvals necessary for development, manufacture or commercialization of Licensed Products), or from any other person, and such execution, delivery and performance by such Party Party, including the granting of the licenses granted under this Agreement does not and Agreement, will not conflict with or result in the breach of the terms and provisions of or give rise to any conflict, termination of, rescission, renegotiation or acceleration under or trigger any other rights under any agreement or constitute contract to which such Party may be a default under party existing as of the Effective Date. (ae) a loan agreement, guaranty, financing agreement, affecting a product or other agreement or instrument binding or affecting it or its property; (b) the provisions of its charter or operative documents or bylaws; or (c) any order, writ, injunction or decree of any court or governmental authority entered against it or by which Neither Party nor any of its property is bound. (v) The execution, delivery and performance of this Agreement by such Party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority in the Territory and the execution, delivery and performance of this Agreement does not violate any law, rule or regulation applicable to such Party. (vi) This Agreement Affiliates has been duly authorized, executed and delivered and constitutes such Party’s legal, validdebarred or is subject to debarment, and binding obligation enforceable against it in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to the availability of particular remedies under general equity principles. (vii) It shall comply with all applicable laws and regulations relating to its activities under this Agreement. (viii) Each warrants that it is not debarred and CLS has not and will not use used in any capacity in connection with the services development or manufacture of Licensed Product prior to the Effective Date, any person or entity who has been debarred under subsections pursuant to Section 306 (a) and (b), of the Generic Drug Enforcement Act United States Federal Food, Drug, and Cosmetic Act, or who is the subject of 1992. If at any time during the term of this Agreement this warranty is no longer accurate, the affected party shall immediately notify the othera conviction described in such section.

Mutual Representations. Each Party hereby represents and warrants to the other Party, as of the Parties hereto representsEffective Date, warrants and covenantsas follows: (ia) It is a corporation or entity duly organized and validly existing under the laws of the state or other its jurisdiction of incorporation and has the corporate power and authority to execute and deliver this Agreement and to perform its incorporation or formationobligations hereunder. (iib) The execution, delivery and performance of this Agreement by such Party has been duly and validly authorized and approved by proper corporate action on the part of such Party. Such Party has taken all requisite corporate actionother action required by applicable law, its certificate of incorporation or by-laws or any agreement to which it is a party or by which it or its assets are bound, to authorize such execution, delivery and performance. Assuming due authorization, execution and delivery on the part of the other Party, this Agreement constitutes a legal, valid and binding obligation of such Party. (iiic) It has The execution and delivery of this Agreement, and the power and authority to execute and deliver this Agreement and perform its obligations performance as contemplated hereunder, by such Party will not violate any applicable law. (ivd) The Neither the execution and delivery of this Agreement nor the performance hereof by such Party requires such Party to obtain any permit, authorization or consent from any governmental authority (except for any Regulatory Approvals, pricing or reimbursement approvals, manufacturing-related approvals or similar approvals necessary for development, manufacture or commercialization of Licensed Products), or from any other person, and such execution, delivery and performance by such Party Party, including the granting of the licenses granted under this Agreement does not and Agreement, will not conflict with or result in the breach of, or give rise to any conflict, termination of, rescission, renegotiation or acceleration under any agreement or contract to which such Party may be a party existing as of the terms and provisions of any other agreement or constitute a default under Effective Date. (ae) a loan agreement, guaranty, financing agreement, affecting a product or other agreement or instrument binding or affecting it or its property; (b) the provisions of its charter or operative documents or bylaws; or (c) any order, writ, injunction or decree of any court or governmental authority entered against it or by which Neither Party nor any of its property is bound. (v) The execution, delivery and performance of this Agreement by such Party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority in the Territory and the execution, delivery and performance of this Agreement does not violate any law, rule or regulation applicable to such Party. (vi) This Agreement Affiliates has been duly authorized, executed and delivered and constitutes such Party’s legal, validdebarred or is subject to debarment, and binding obligation enforceable against it in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to the availability of particular remedies under general equity principles. (vii) It shall comply with all applicable laws and regulations relating to its activities under this Agreement. (viii) Each warrants that it is not debarred and AVEO has not and will not use used in any capacity in connection with the services development or manufacture of Licensed Product prior to the Effective Date, any person or entity who has been debarred under subsections pursuant to Section 306 (a) and (b), of the Generic Drug Enforcement Act United States Federal Food, Drug, and Cosmetic Act, or who is the subject of 1992. If at any time during the term of this Agreement this warranty is no longer accurate, the affected party shall immediately notify the othera conviction described in such section.

Mutual Representations. Each of the Parties hereto represents, warrants and covenants: (ia) It Miromatrix is a corporation or entity and THI is a non-profit corporation duly organized and validly existing under the laws of the state or other jurisdiction of its incorporation incorporation, organization or formation. (iib) The execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate or entity action. (iiic) It has the power and authority to execute and deliver this Agreement and perform its obligations hereunder. (ivd) The execution, delivery and performance by such Party of this Agreement does not and will not conflict with or result in breach of the terms and provisions of any other agreement or constitute a default under (a) a loan agreement, guaranty, financing agreement, affecting a product or other agreement or instrument binding or affecting it or its property; (b) the provisions of its charter or operative documents or bylaws; or (c) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound. (ve) The execution, delivery and performance of this Agreement by such Party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority in the Territory and the execution, delivery and performance of this Agreement does not violate any law, rule or regulation applicable to such Party. (vif) This Agreement has been duly authorized, executed and delivered and constitutes such Party’s legal, valid, and binding obligation enforceable against it in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to the availability of particular remedies under general equity principles. (viig) It shall Each Party will comply with all applicable laws and regulations relating to its activities under this Agreement; including, without limitations, the Act and regulations of the FDA and United States export laws and regulations, including without limitation the Foreign Corrupt Practices Act, Arms Export Control Act, Export Administration Act, Patriot Act and anti-bribery laws. (viiih) Each warrants that it Party is not debarred and has not and will not use in any capacity the services of any person debarred by the FDA under subsections 306 (a) and (b), of the Generic Drug Enforcement Act of 199221 U.S.C. §335a. If at any time during the term of this Agreement this warranty is no longer accurate, the affected party shall Party will immediately notify the otherother Party.

Mutual Representations. Each Party represents and warrants to the other Party as of the Parties hereto representsEffective Date and each sale of Crude Oil hereunder, warrants and covenantsthat: (ia) 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 this Agreement and each sale of Crude Oil or entity Products hereunder constitutes a “forward contract,” as such term is used in Section 556 of the Bankruptcy Code. (c) It is duly organized and validly existing under the laws of the state or other jurisdiction of its organization or incorporation or formationand in good standing under such laws. (iid) It has the corporate, governmental or other legal capacity, authority and power to execute and deliver the Transaction Documents and to perform its obligations under this Agreement, and has taken all necessary action to authorize the foregoing. (e) The execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate action. (iii) It has the power Transaction Documents and authority to execute and deliver this Agreement and perform the performance of its obligations hereunder. (iv) The execution, delivery thereunder and performance by such Party the consummation of this Agreement does the transactions contemplated thereby do not and will not violate or conflict with any Applicable Law, any provision of its constitutional documents, any order or result in breach of the terms and provisions judgment of any other agreement court or constitute a default under (a) a loan agreement, guaranty, financing agreement, affecting a product Governmental Authority applicable to it or other agreement any of its assets or instrument any contractual restriction binding on or affecting it or its property; (b) the provisions of its charter or operative documents or bylaws; or (c) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is boundassets. (vf) The executionAll governmental and other authorizations, delivery approvals, consents, notices and performance filings that are required to have been obtained or submitted by it with respect to the Transaction Documents have been obtained or submitted and are in full force and effect, and all conditions of this Agreement by any such Party does not require the consentauthorizations, approval or authorization ofapprovals, or noticeconsents, declaration, filing or registration notices and filings have been complied with, any governmental or regulatory authority in the Territory and the execution, delivery and performance of this Agreement does not violate any law, rule or regulation applicable to such Party. (vig) This Agreement has been duly authorized, executed and delivered and constitutes such Party’s Its obligations under the Transaction Documents constitute its legal, valid, valid and binding obligation obligations, enforceable against it in accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforcementenforceability, to bankruptcy, insolvency, reorganization and other laws equitable principles of general applicability relating to application regardless of whether enforcement is sought in a proceeding in equity or affecting creditors’ rights and to the availability of particular remedies under general equity principlesat law). (viih) No Event of Default or Default has occurred and is continuing, and no such event or circumstance would occur as a result of its entering into or performing its obligations under the Transaction Documents. (i) There is not pending or, to its knowledge, threatened against it or any of its Affiliates any action, suit or proceeding at law or in equity or before any court, tribunal, Governmental Authority, official or any arbitrator that is likely to affect the legality, validity or enforceability against it of this Agreement or its ability to perform its obligations under the Transaction Documents. (j) It shall comply with all applicable laws and regulations relating to its activities under is not relying upon any representations of the other Party other than those expressly set forth in this Agreement. (viiik) Each warrants that 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 debarred acting as a financial advisor or fiduciary or in any similar capacity with respect to this Agreement and (iii) has not and will not use in given to it any capacity assurance or guarantee as to the services of any person debarred under subsections 306 (a) and (b), of the Generic Drug Enforcement Act of 1992. If at any time during the term expected performance or result of this Agreement Agreement. (n) It is not bound by any agreement that would preclude or hinder its execution, delivery, or performance of this warranty Agreement. (o) Neither it nor any of its Affiliates has been contacted by or negotiated with any finder, broker or other intermediary in connection with the sale of Crude Oil or Products hereunder who is no longer accurateentitled to any compensation with respect thereto. None of its directors, the affected party shall immediately notify the otherofficers, employees or agents or those of its Affiliates has received or will receive any commission, fee, rebate, gift or entertainment of significant value in connection with this Agreement.

Mutual Representations. Each of the Parties hereto represents, warrants and covenants: (ia) It is a corporation or entity duly organized and validly existing under the laws of the state or other jurisdiction of its incorporation or formation. (iib) The execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate or entity action. (iiic) It has the power and authority to execute and deliver this Agreement and perform its obligations hereunder. (ivd) The execution, delivery and performance by such Party of this Agreement does not and will not conflict with or result in breach of the terms and provisions of any other agreement or constitute a default under (a) a loan agreement, guaranty, financing agreement, affecting a product or other agreement or instrument binding or affecting it or its property; (b) the provisions of its charter or operative documents or bylaws; or (c) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound. (ve) The execution, delivery and performance of this Agreement by such Party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority in the Territory and the execution, delivery and performance of this Agreement does not violate any law, rule or regulation applicable to such Party. (vif) This Agreement has been duly authorized, executed and delivered and constitutes such Party’s legal, valid, and binding obligation enforceable against it in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to the availability of particular remedies under general equity principles. (viig) It shall comply with all applicable laws and regulations relating to its activities under this Agreement. (viiih) Each warrants that it It is not debarred and has not and will not use in any capacity the services of any person debarred under subsections 306 (a) and (b), of the Generic Drug Enforcement Act of 1992. If at any time during the term of this Agreement this warranty is no longer accurate, the affected party shall immediately notify the other.

Mutual Representations. Each of the Parties hereto represents, party represents and warrants and covenantsthat: (i) It is a corporation or entity duly organized and validly existing under the laws of the state or other jurisdiction of its incorporation or formationand has full corporate power and authority to enter into this Agreement and to carry out the provisions hereof. (ii) This Agreement is a legal and valid obligation of it, binding upon it and enforceable against it in accordance with the terms of this Agreement. (iii) The execution, delivery and performance of this Agreement by it does not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which such Party has been duly authorized by all requisite corporate action. (iii) It has the power party may be bound, and does not violate any law or regulation of any court, governmental body or other administrative authority to execute and deliver this Agreement and perform its obligations hereunderhaving authority over it. (iv) The execution, delivery and performance by such Party of this Agreement does not and will not conflict Compliance with or result in breach of the terms and provisions of any other agreement or constitute a default under Anti-Corruption Laws. (a) a loan agreement, guaranty, financing agreement, affecting a product or other agreement or instrument binding or affecting it or its property; (b) Indivior and Curia are committed to conduct business with the provisions highest degree of its charter or operative documents or bylaws; or (c) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound. (v) The execution, delivery ethics and performance of this Agreement by such Party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority in the Territory integrity and the execution, delivery and performance of this Agreement does not violate any law, rule or regulation applicable to such Party. (vi) This Agreement has been duly authorized, executed and delivered and constitutes such Party’s legal, valid, and binding obligation enforceable against it in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to the availability of particular remedies under general equity principles. (vii) It shall will comply with all applicable local and international laws and regulations relating to anti-corruption including the U.S. Foreign Corrupt Practices Act (FCPA) and the U.K. Bribery Act 2010, as well as any applicable laws implementing the UN Convention Against Corruption and the OECD Anti-Bribery Convention. (b) Each party undertakes that in connection with its activities obligations under this Agreement, it, its directors, employees and officers have not and shall not directly or indirectly (a) offer, provide, authorize for or promise to another person, or (b) request, accept or agree to accept from another person, any financial or other advantage or anything of value ("Benefit"), if such Benefit is for the purpose of influencing the receiving person improperly in his/her official capacity for the purpose of obtaining a business advantage, or where such Benefit would constitute a violation of any Applicable Law. (c) In order to demonstrate compliance with Section 10.3(iv)(b) of this Agreement, each party shall keep books and records complete and accurate in order to reflect in reasonable detail the character and value of transact ions and expenditures made under this Agreement. Each party shall give prompt written notice to the other xxxxx if it has failed to comply with or has breached Section 10.4(iv)(b) of this Agreement. (viiid) Each warrants that it is not debarred and If in the reasonable opinion of a party, the other party has not and will not use in any capacity the services of any person debarred under subsections 306 (afailed to comply with Section 10.4(iv)(b) and (b), of the Generic Drug Enforcement Act of 1992. If at any time during the term of this Agreement in any material respect, then the non-breaching party may be entitled to terminate this warranty is no longer accurate, the affected party shall immediately notify the otherAgreement in accordance with Section l 5.2(i) below.

Mutual Representations. Each of the Parties hereto represents, warrants and covenants: (i) It is a corporation or entity duly organized and validly existing under the laws of the state or other jurisdiction of its incorporation or formation. (ii) The execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate action. (iii) It has the power and authority to execute and deliver this Agreement and perform its obligations hereunder. (iv) The execution, delivery and performance by such Party of this Agreement does not and will not conflict with or result in breach of the terms and provisions of any other agreement or constitute a default under (a) a loan agreement, guaranty, financing agreement, affecting a product or other agreement or instrument binding or affecting it or its property; (b) the provisions of its charter or operative documents or bylaws; or (c) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound. (v) The execution, delivery and performance of this Agreement by such Party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority in the Territory and the execution, delivery and performance of this Agreement does not violate any law, rule or regulation applicable to such Party. (vi) This Agreement has been duly authorized, executed and delivered and constitutes such Party’s legal, valid, and binding obligation enforceable against it in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to the availability of particular remedies under general equity principles. **** Portions of this Exhibit have been omitted pursuant to a request for confidential treatment filed with the Commission. (vii) It shall comply with all applicable laws and regulations relating to its activities under this Agreement. (viii) Each warrants that it is not debarred and has not and will not use in any capacity the services of any person debarred under subsections 306 (a) and (b), of the Generic Drug Enforcement Act of 1992. If at any time during the term of this Agreement this warranty is no longer accurate, the affected party shall immediately notify the other.

Mutual Representations. Each of the Parties hereto represents, Salix and Photocure each represents and warrants and covenantsas follows: (ia) It is a corporation or entity duly organized and organized, validly existing and in good standing under the laws Applicable Law of Delaware or Norway, respectively, is qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which the state or other jurisdiction performance of its incorporation or formation. (ii) The execution, delivery obligations hereunder requires such qualification and performance of this Agreement by such Party has been duly authorized by all requisite corporate action. (iii) It has the power and authority authority, corporate or otherwise, to execute conduct its business as now being conducted and to execute, deliver this Agreement and perform its obligations hereunderunder this Agreement. (ivb) The execution, delivery and performance by such Party it of this Agreement does have been duly authorized by all necessary corporate action, and do not and will not conflict with not: (i) require any consent or result in breach approval of the terms and provisions its stockholders or any government authority, or (ii) violate any provision of any other agreement or constitute a default under (a) a loan agreementApplicable Law, guaranty, financing agreement, affecting a product or other agreement or instrument binding or affecting it or its property; (b) the provisions of its charter or operative documents or bylaws; or (c) any order, writ, injunction judgment, injunction, decree, determination or decree of any court or governmental authority entered against award presently in effect having applicability to it or by which any provision of its property is boundcharter documents. (v) The execution, delivery and performance of this Agreement by such Party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority in the Territory and the execution, delivery and performance of this Agreement does not violate any law, rule or regulation applicable to such Party. (vic) This Agreement has been duly authorized, executed and delivered and constitutes such Party’s is legal, valid, valid and binding and any obligation under it is enforceable against it in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to the availability of particular remedies under general equity principlesconditions. (viid) It shall comply is not under any obligation to any person, or entity, contractual or otherwise, that is conflicting or inconsistent in any material respect with all applicable laws the terms of this Agreement or that would materially impede the diligent and regulations relating to complete fulfillment of its activities under this Agreementobligations. (viiie) Each warrants that it Neither Party (and in the case of Salix, any of its Sublicensees) has been debarred or is not debarred subject to debarment and has not neither Party (and in the case of Salix, any of its Sublicensees) will not use in any capacity capacity, in connection with the services of any person debarred under subsections 306 (a) and (b)Development, Manufacture or Commercialization of the Generic Drug Enforcement Act Product, any Person who has been debarred pursuant to Section 306 of 1992the United States Federal Food, Drug, and Cosmetic Act, or who is the subject of a conviction described in such section. If at Each Party shall inform the other Party in writing immediately if it or any time during Person who is performing services hereunder is debarred or is the term subject of a conviction described in Section 306, or if any action, suit, claim, investigation or legal or administrative proceeding is pending or, to the best of such Party’s knowledge, is threatened, relating to the debarment or conviction of such Party or any Person used in any capacity by such Party (and in the case of Salix, any of its Sublicensees) in connection with the Development, Manufacture or Commercialization of the Product. (f) It has not employed any broker, finder, consultant or intermediary in connection with the transactions contemplated by this Agreement this warranty who would be entitled to a broker’s, finder’s or similar fee or commission in connection therewith. (g) Each Party has (or will have at the time performance is no longer accurate, due) maintained all agreements reasonably necessary to perform its obligations and grant the affected party shall immediately notify rights granted to the otherother Party hereunder.

Mutual Representations. Each Party represents and warrants to the other Party as of the Parties hereto representsEffective Date and each sale of Crude Oil hereunder, warrants and covenantsthat: (ia) 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 this Agreement and each sale of Crude Oil or entity Products hereunder constitutes a “forward contract,” as such term is used in Section 556 of the Bankruptcy Code. (c) It is duly organized and validly existing under the laws of the state or other jurisdiction of its organization or incorporation or formationand in good standing under such laws. (iid) It has the corporate, governmental or other legal capacity, authority and power to execute and deliver the Transaction Documents and to perform its obligations under this Agreement, and has taken all necessary action to authorize the foregoing. (e) The execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate action. (iii) It has the power Transaction Documents and authority to execute and deliver this Agreement and perform the performance of its obligations hereunder. (iv) The execution, delivery thereunder and performance by such Party the consummation of this Agreement does the transactions contemplated thereby do not and will not violate or conflict with any Applicable Law, any provision of its constitutional documents, any order or result in breach of the terms and provisions judgment of any other agreement court or constitute a default under (a) a loan agreement, guaranty, financing agreement, affecting a product Governmental Authority applicable to it or other agreement any of its assets or instrument any contractual restriction binding on or affecting it or its property; (b) the provisions of its charter or operative documents or bylaws; or (c) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is boundassets. (vf) The executionAll governmental and other authorizations, delivery approvals, consents, notices and performance filings that are required to have been obtained or submitted by it with respect to the Transaction Documents have been obtained or submitted and are in full force and effect, and all conditions of this Agreement by any such Party does not require the consentauthorizations, approval or authorization ofapprovals, or noticeconsents, declaration, filing or registration notices and filings have been complied with, any governmental or regulatory authority in the Territory and the execution, delivery and performance of this Agreement does not violate any law, rule or regulation applicable to such Party. (vig) This Agreement has been duly authorized, executed and delivered and constitutes such Party’s Its obligations under the Transaction Documents constitute its legal, valid, valid and binding obligation obligations, enforceable against it in accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors' rights generally and subject, as to enforcementenforceability, to bankruptcy, insolvency, reorganization and other laws equitable principles of general applicability relating to application regardless of whether enforcement is sought in a proceeding in equity or affecting creditors’ rights and to the availability of particular remedies under general equity principlesat law). (viih) No Event of Default or Default has occurred and is continuing, and no such event or circumstance would occur as a result of its entering into or performing its obligations under the Transaction Documents. (i) There is not pending or, to its knowledge, threatened against it or any of its Affiliates any action, suit or proceeding at law or in equity or before any court, tribunal, Governmental Authority, official or any arbitrator that is likely to affect the NY2-683668 legality, validity or enforceability against it of this Agreement or its ability to perform its obligations under the Transaction Documents. (j) It shall comply with all applicable laws and regulations relating to its activities under is not relying upon any representations of the other Party other than those expressly set forth in this Agreement. (viiik) Each warrants that 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 debarred acting as a financial advisor or fiduciary or in any similar capacity with respect to this Agreement and (iii) has not and will not use in given to it any capacity assurance or guarantee as to the services of any person debarred under subsections 306 (a) and (b), of the Generic Drug Enforcement Act of 1992. If at any time during the term expected performance or result of this Agreement Agreement. (n) It is not bound by any agreement that would preclude or hinder its execution, delivery, or performance of this warranty Agreement. (o) Neither it nor any of its Affiliates has been contacted by or negotiated with any finder, broker or other intermediary in connection with the sale of Crude Oil or Products hereunder who is no longer accurateentitled to any compensation with respect thereto. None of its directors, the affected party shall immediately notify the otherofficers, employees or agents or those of its Affiliates has received or will receive any commission, fee, rebate, gift or entertainment of significant value in connection with this Agreement.

Mutual Representations. Each As of the Parties hereto Execution Date, each of Heptares and Neurocrine represents, warrants and covenantsand, as applicable, covenants to the other Party that: (ia) It such Party is a corporation or an entity duly organized and organized, validly existing and in good standing under the laws Laws of the state or other jurisdiction country (as applicable) of its incorporation organization, is qualified to do business and is in good standing as a foreign entity in each jurisdiction in which the conduct of its business or formation.the ownership of its properties requires such qualification and failure to have such would prevent it from performing its obligations under this Agreement, and has full power and authority to enter into this Agreement and to carry out the provisions hereof; (iib) The executionsuch Party is duly authorized, by all requisite action, to execute and deliver this Agreement and the effective delivery and performance of this Agreement by such Party has 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 requisite corporate action.; (iiic) It has except pursuant to clause 12.12, no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any Governmental Authority is required on the power part of such Party in connection with the valid effective delivery and authority to execute and deliver performance of this Agreement and perform its obligations hereunder.by it; (ivd) The executionsuch Party (i) has not employed (and, to its knowledge, has not used a contractor or consultant that has employed) and (ii) in the future shall not employ (or, to its Knowledge, use any contractor or consultant that employs) any person debarred by the FDA or subject to a similar sanction of EMA or foreign equivalent, or any person which is the subject of an FDA debarment investigation or proceeding (or similar proceeding of EMA or foreign equivalent), for the conduct of its activities under this Agreement; (e) 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; and (f) the delivery and performance by such Party it of this Agreement and its compliance with the terms and provisions of this Agreement does not and will shall not conflict with or result in a breach of any of the terms and or provisions of any other agreement or constitute a default under (a) a loan agreement, guaranty, financing agreement, affecting a product any other contractual or other agreement or instrument binding or affecting it or its property; obligations of such Party, (b) the provisions of its charter or operative operating documents or bylaws; , or (c) any order, writ, injunction or decree of any court or governmental authority Governmental Authority entered against it or by which it or any of its property is bound. (v) The execution, delivery and performance of this Agreement by such Party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority in the Territory and the execution, delivery and performance of this Agreement does not violate any law, rule or regulation applicable to such Party. (vi) This Agreement has been duly authorized, executed and delivered and constitutes such Party’s legal, valid, and binding obligation enforceable against it in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to the availability of particular remedies under general equity principles. (vii) It shall comply with all applicable laws and regulations relating to its activities under this Agreement. (viii) Each warrants that it is not debarred and has not and will not use in any capacity the services of any person debarred under subsections 306 (a) and (b), of the Generic Drug Enforcement Act of 1992. If at any time during the term of this Agreement this warranty is no longer accurate, the affected party shall immediately notify the other.

Mutual Representations. Each On the Effective Date, the Commencement Date of each Transaction and the Parties hereto representsdate of entering into each purchase or sale of Firm Energy, OPCAP or any other capacity, service or commodity hereunder, each Party represents and warrants and covenants: to the other Party: (i) It it is a corporation or entity duly organized and organized, validly existing and in good standing under the laws of the state or other jurisdiction of its incorporation or formation. incorporation; (ii) The execution, delivery and performance of this Agreement by such Party it has been duly authorized by all requisite corporate action. power to own, operate and lease its properties and carry on its business as now conducted; (iii) It it has the power and authority all regulatory authorizations, necessary for it to execute and deliver this Agreement and legally perform its obligations hereunder. under this Agreement; (iv) The execution, delivery and performance by such Party of this Agreement does not and will not conflict with or result in breach of the terms and provisions of any other agreement or constitute a default under (a) a loan agreement, guaranty, financing agreement, affecting a product or other agreement or instrument binding or affecting it or its property; (b) the provisions of its charter or operative documents or bylaws; or (c) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound. (v) The execution, delivery and performance of this Agreement by such Party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority in the Territory and the execution, delivery and performance of this Agreement does and any other documentation it is required to deliver under this Agreement are within its powers, have been duly authorized by all necessary action and do not violate any lawof the terms or conditions in its governing documents, rule any contract or regulation other agreement to which it is a party or any Law applicable to such Party. it; (v) the individual(s) executing and delivering this Agreement and any other documentation required to be delivered under this Agreement are duly empowered and authorized to do so; (vi) This this Agreement has been duly authorized, executed and delivered and constitutes such each Party’s legal, valid, 's legally valid and binding obligation enforceable against it in accordance with its the terms subjectthereof, as subject to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to the availability of particular remedies under general equity principles. any Equitable Defenses; (vii) It shall comply no Event of Default with all applicable laws respect to it has occurred and regulations relating to is continuing, and no such event or circumstance would occur as a result of its activities under entering into this Agreement. ; (viii) Each warrants it is an entity subject to the procedures and substantive provisions of the United States Bankruptcy Code applicable to U.S. corporations generally; (ix) there are no Bankruptcy Proceedings pending or, to its knowledge, threatened against it; (x) there are no Legal Proceedings that would be reasonably likely to materially adversely affect its ability to perform this Agreement; (xi) it has knowledge and experience in financial matters and in the electric industry that enable it to evaluate the merits and risks of this Agreement and it is capable of assuming such risks; (xii) it is acting as principal for its own account, and it has made its own independent decisions to enter into this Agreement and each Transaction hereunder and as to whether this Agreement and each Transaction hereunder is appropriate or proper for it based upon its own judgment and upon advice from such advisers as it has deemed necessary; (xiii) it is not debarred relying on any communication (written or oral) of the other Party as investment advice or as a recommendation to enter into this Agreement and has any Transaction hereunder; (xiv) the other Party is not acting as a fiduciary for or an adviser to it in respect to this Agreement and will not use in any capacity the services of any person debarred under subsections 306 (a) Transaction hereunder; and (b)xv) it engages in producing, of the Generic Drug Enforcement Act of 1992. If at any time during the term of this Agreement this warranty is no longer accurateusing commercially, the affected party shall immediately notify the otherand/or handling as a merchant electric Energy.

Mutual Representations. (a) Each of Party hereby represents and warrants to the Parties hereto represents, warrants and covenantsother Party as follows: (i) It is a corporation or entity duly organized and validly existing under the laws of the state or other jurisdiction of its incorporation or formation. (ii) The execution, delivery and performance of this APS Agreement by such Party has been duly authorized by all requisite corporate actionnecessary action on the part of such Party. (ii) This APS Agreement has been duly executed and delivered by such Party and, assuming due authorization, execution and delivery by the other Party, constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with their respective terms, except as enforceability may be restricted, limited or delayed by applicable bankruptcy or other laws affecting creditors’ rights generally and except as enforceability may be subject to general principles or equity. (iii) It has the power and authority to execute and deliver this Agreement and perform its obligations hereunder. (iv) The execution, delivery and performance by such Party of this Agreement does not and will not conflict with or result in breach of the terms and provisions of any other agreement or constitute a default under (a) a loan agreement, guaranty, financing agreement, affecting a product or other agreement or instrument binding or affecting it or its property; (b) the provisions of its charter or operative documents or bylaws; or (c) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound. (v) The A Party’s execution, delivery and performance of this APS Agreement by and the consummation of the transactions contemplated hereby does not and will not (a) violate, conflict with or result in the breach of any provision of the certificate of incorporation or by-laws (or similar organizational documents) of such Party; (b) conflict with or violate any Law or governmental order applicable to such Party does not or its assets, properties or businesses, or (c) conflict with, result in any breach of, constitute a default (or event which, with the giving of notice or lapse of time, or both, would become a default) under, require the consentany consent under, approval or authorization give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, or notice, declaration, filing result in the creation of any encumbrance on any of its outstanding shares of common stock or registration withpreferred stock or any of the assets or properties of such Party pursuant to, any governmental note, bond, mortgage or regulatory authority indenture, contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement to which it is a Party or by which any of such Party’s shares of common stock or preferred stock or any of the Party’s assets or properties is bound or affected. (iv) Such Party has all rights, licenses, permits and consents necessary to sell, purchase and use, as applicable, the Products and to perform its obligations hereunder, and that it shall at all times comply in all material respects with all federal, state and local laws and regulations applicable to its business and its performance of its obligations under this APS Agreement. (b) The Supplier represents and warrants to the Purchaser as follows: (i) It will convey to Purchaser good and marketable title to the Products. (ii) The Products sold by Supplier pursuant to this APS Agreement (a) shall be manufactured in accordance with their packaging and product specification; (b) are and shall be manufactured, handled, stored and transported in accordance with all applicable U.S., state and local laws and regulations pertaining thereto, including, without limitation, the Federal Food, Drug and Cosmetic Act, as amended (the “FFDCA”) and implementing regulations and FDA-approved Good Manufacturing Practices, and meet all specifications for effectiveness, safety and reliability as required by the FDA; and (c) when used in accordance with the directions on the labeling, are and shall be fit for the purposes and indications described in the Territory and labeling. (iii) The Products’ labeling is in compliance with all applicable laws. (iv) No Product delivered hereunder is or will be adulterated or misbranded within the executionmeaning of the FFDCA, delivery and performance or within the meaning of this Agreement does not violate any applicable state or municipal law, rule or regulation applicable to such Partyis or will be a product which may not be introduced into interstate commerce. (v) All Products purchased hereunder will be of the kind and quality specified herein, and will be free of material defects in design, materials or workmanship. (vi) This Agreement has been duly authorized, executed Any printed terms set forth on any Exhibits are in addition to and delivered and constitutes such Party’s legal, valid, and binding obligation enforceable against it not in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws lieu of general applicability relating to or affecting creditors’ rights and to the availability of particular remedies under general equity principlesforegoing warranties. (vii) It shall comply with all applicable laws The prices reflected on Exhibit 1 on the date of this APS Agreement are [DELETED] except for (A) [DELETED] and regulations relating to its activities under this Agreement(B) [DELETED]. (viiic) Each In addition, the Supplier represents and warrants that it is not debarred to the Purchaser as follows, and has not these shall be ongoing representations and will not use in any capacity warranties during the services Term and the Supplier shall promptly notify the Purchaser of any person debarred under subsections 306 (a) and (b), change in the status in respect of the Generic Drug Enforcement Act following: (i) Neither the Supplier, nor any of 1992. If at its Affiliates, is named on any time during of the term following lists: (A) HHS/OIG List of this Agreement this warranty is no longer accurate, the affected party shall immediately notify the other.Excluded Individuals/Entities; (B) HHS/HRSA’s

Mutual Representations. Each of the Parties hereto Salix and Cosmo represents, warrants and covenantscovenants to the other as follows: (ia) It is a corporation or entity duly organized and organized, validly existing and in good standing under the laws Applicable Law of the state or other its jurisdiction of its incorporation or formation. (ii) The executionincorporation, delivery is qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which the performance of this Agreement by its obligations hereunder requires such Party qualification and has been duly authorized by all requisite corporate action. (iii) It has the power and authority authority, corporate or otherwise, to execute conduct its business as now being conducted and to execute, deliver this Agreement and perform its obligations hereunderunder this Agreement. (ivb) The execution, delivery and performance by such Party it of this Agreement does have been duly authorized by all necessary corporate action, and do not and will not conflict with (i) require any consent or result in breach approval of the terms and provisions its stockholders or any government authority, or (ii) violate any provision of any other agreement or constitute a default under (a) a loan agreementApplicable Law, guaranty, financing agreement, affecting a product or other agreement or instrument binding or affecting it or its property; (b) the provisions of its charter or operative documents or bylaws; or (c) any order, writ, injunction judgment, injunction, decree, determination or decree of any court or governmental authority entered against award presently in effect having applicability to it or by which any provision of its property is boundgoverning documents. (v) The execution, delivery and performance of this Agreement by such Party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority in the Territory and the execution, delivery and performance of this Agreement does not violate any law, rule or regulation applicable to such Party. (vic) This Agreement has been duly authorized, executed and delivered and constitutes such Party’s is a legal, valid, valid and binding obligation of such Party enforceable against it in accordance with its terms subjectterms, as subject to enforcement, to the effects of bankruptcy, insolvency, reorganization and insolvency or other laws of general applicability relating to or application affecting creditors’ rights and to the enforcement of creditor rights, judicial principles affecting the availability of particular remedies under specific performance and general principles of equity principles(whether enforceability is considered a proceeding at law or equity). (viid) It shall comply is not under any obligation to any Person, contractual or otherwise, that is conflicting or inconsistent in any material respect with all applicable laws the terms of this Agreement or that would materially impede the diligent and regulations complete fulfillment of its obligations hereunder; provided, that Salix makes no representation, warranty or covenant with respect to any obligation arising out of or relating to its activities under this Agreementany contract, license, agreement, arrangement, claim or understanding (whether written or oral) existing as of the Effective Date to which Cosmo, Salix, or any of their respective Affiliates is a party and in any way relating to any Covered Product, Covered Patent, Mesalamine Patent, Mesalamine Product, or MMX Patent, or the Exploitation thereof. (viiie) Each warrants that it Neither Party has been debarred or is not debarred subject to debarment and has not and neither Party will not use in any capacity capacity, in connection with the services Development, Manufacture or Commercialization of Covered Product, any person Person who has been debarred under subsections pursuant to Section 306 (a) and (b), of the Generic Drug Enforcement Act FDC Act, or who is the subject of 1992a conviction described in such section. If at Each Party shall inform the other Party in writing immediately if it or any time during Person who is performing services hereunder is debarred or is the term subject of this Agreement this warranty a conviction described in Section 306 of the FDC Act, or if any action, suit, claim, investigation or legal or administrative proceeding is no longer accuratepending or, to the affected party shall immediately notify best of such Party’s knowledge, is threatened, relating to the otherdebarment or conviction of such Party or any Person used in any capacity by such Party in connection with the Development, Manufacture or Commercialization of Covered Product.

Mutual Representations. Each Party represents and warrants to the other Party as of the Parties hereto representsCommencement Date and each sale of Crude Oil hereunder, warrants and covenantsthat: (ia) 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 this Agreement and each sale of Crude Oil or entity Products hereunder constitutes a “forward contract,” as such term is used in Section 556 of the Bankruptcy Code. (c) It is duly organized and validly existing under the laws of the state or other jurisdiction of its organization or incorporation or formationand in good standing under such laws. (iid) It has the corporate, governmental or other legal capacity, authority and power to execute and deliver the Transaction Documents and to perform its obligations under this Agreement, and has taken all necessary action to authorize the foregoing. (e) The execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate action. (iii) It has the power Transaction Documents and authority to execute and deliver this Agreement and perform the performance of its obligations hereunder. (iv) The execution, delivery thereunder and performance by such Party the consummation of this Agreement does the transactions contemplated thereby do not and will not violate or conflict with any Applicable Law, any provision of its constitutional documents, any order or result in breach of the terms and provisions judgment of any other agreement court or constitute a default under (a) a loan agreement, guaranty, financing agreement, affecting a product Governmental Authority applicable to it or other agreement any of its assets or instrument any contractual restriction binding on or affecting it or its property; (b) the provisions of its charter or operative documents or bylaws; or (c) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is boundassets. (vf) The executionAll governmental and other authorizations, delivery approvals, consents, notices and performance filings that are required to have been obtained or submitted by it with respect to the Transaction Documents have been obtained or submitted are in full force and effect, and all conditions of this Agreement by any such Party does not require the consentauthorizations, approval or authorization ofapprovals, or noticeconsents, declaration, filing or registration notices and filings have been complied with, any governmental or regulatory authority in the Territory and the execution, delivery and performance of this Agreement does not violate any law, rule or regulation applicable to such Party. (vig) This Agreement has been duly authorized, executed and delivered and constitutes such Party’s Its obligations under the Transaction Documents constitute its legal, valid, valid and binding obligation obligations, enforceable against it in accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforcementenforceability, to bankruptcy, insolvency, reorganization and other laws equitable principles of general applicability relating to application regardless of whether enforcement is sought in a proceeding in equity or affecting creditors’ rights and to the availability of particular remedies under general equity principlesat law). (viih) No Event of Default or Default has occurred and is continuing, and no such event or circumstance would occur as a result of its entering into or performing its obligations under the Transaction Documents. (i) There is not pending or, to its knowledge, threatened against it or any of its Affiliates any action, suit or proceeding at law or in equity or before any court, tribunal, Governmental Authority, official or any arbitrator that is likely to affect the legality, validity or enforceability against it of this Agreement or its ability to perform its obligations under the Transaction Documents. (j) It shall comply with all applicable laws and regulations relating to its activities under is not relying upon any representations of the other Party other than those expressly set forth in this Agreement. (viiik) Each warrants that 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 debarred acting as a financial advisor or fiduciary or in any similar capacity with respect to this Agreement and (iii) has not and will not use in given to it any capacity assurance or guarantee as to the services of any person debarred under subsections 306 (a) and (b), of the Generic Drug Enforcement Act of 1992. If at any time during the term expected performance or result of this Agreement Agreement. (n) It is not bound by any agreement that would preclude or hinder its execution, delivery, or performance of this warranty Agreement. (o) Neither it nor any of its Affiliates has been contacted by or negotiated with any finder, broker or other intermediary in connection with the sale of Crude Oil or Products hereunder who is no longer accurateentitled to any compensation with respect thereto. None of its directors, the affected party shall immediately notify the otherofficers, employees or agents or those of its Affiliates has received or will receive any commission, fee, rebate, gift or entertainment of significant value in connection with this Agreement.

Mutual Representations. Each Party represents and warrants to the other Party as of the Parties hereto representsCommencement Date and each sale of Crude Oil hereunder, warrants and covenantsthat: (ia) It is an “Eligible Contract Participant” as defined in Section 1a(18) of the Commodity Exchange Act, as amended. (b) It is a corporation “forward contract merchant” in respect of this Agreement and this Agreement and each sale of Crude Oil or entity Products hereunder constitutes a “forward contract,” as such term is used in Section 556 of the Bankruptcy Code. (c) It is duly organized and validly existing under the laws of the state or other jurisdiction of its organization or incorporation or formationand in good standing under such laws. (iid) It has the corporate, governmental or other legal capacity, authority and power to execute and deliver the Transaction Documents and to perform its obligations under this Agreement, and has taken all necessary action to authorize the foregoing. (e) The execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate action. (iii) It has the power Transaction Documents and authority to execute and deliver this Agreement and perform the performance of its obligations hereunder. (iv) The execution, delivery thereunder and performance by such Party the consummation of this Agreement does the transactions contemplated thereby do not and will not violate or conflict with any Applicable Law, any provision of its constitutional documents, any order or result in breach of the terms and provisions judgment of any other agreement court or constitute a default under (a) a loan agreement, guaranty, financing agreement, affecting a product Governmental Authority applicable to it or other agreement any of its assets or instrument any contractual restriction binding on or affecting it or its property; (b) the provisions of its charter or operative documents or bylaws; or (c) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is boundassets. (vf) The executionAll governmental and other authorizations, delivery approvals, consents, notices and performance filings that are required to have been obtained or submitted by it with respect to the Transaction Documents have been obtained or submitted are in full force and effect, and all conditions of this Agreement by any such Party does not require the consentauthorizations, approval or authorization ofapprovals, or noticeconsents, declaration, filing or registration notices and filings have been complied with, any governmental or regulatory authority in the Territory and the execution, delivery and performance of this Agreement does not violate any law, rule or regulation applicable to such Party. (vig) This Agreement has been duly authorized, executed and delivered and constitutes such Party’s Its obligations under the Transaction Documents constitute its legal, valid, valid and binding obligation obligations, enforceable against it in accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforcementenforceability, to bankruptcy, insolvency, reorganization and other laws equitable principles of general applicability relating to application regardless of whether enforcement is sought in a proceeding in equity or affecting creditors’ rights and to the availability of particular remedies under general equity principlesat law). (viih) No Event of Default or, to such Party’s knowledge, Default has occurred and is continuing, and no such event or circumstance would occur as a result of its entering into or performing its obligations under the Transaction Documents. (i) There is not pending or, to its knowledge, threatened against it or any of its Affiliates any action, suit or proceeding at law or in equity or before any court, tribunal, Governmental Authority, official or any arbitrator that is likely to affect the NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC. legality, validity or enforceability against it of this Agreement or its ability to perform its obligations under the Transaction Documents. (j) It shall comply with all applicable laws and regulations relating to its activities under is not relying upon any representations of the other Party other than those expressly set forth in this Agreement. (viiik) Each warrants that 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 debarred acting as a financial advisor or fiduciary or in any similar capacity with respect to this Agreement and (iii) has not and will not use in given to it any capacity assurance or guarantee as to the services of any person debarred under subsections 306 (a) and (b), of the Generic Drug Enforcement Act of 1992. If at any time during the term expected performance or result of this Agreement Agreement. (n) It is not bound by any agreement that would preclude or hinder its execution, delivery, or performance of this warranty Agreement. (o) Neither it nor any of its Affiliates has been contacted by or negotiated with any finder, broker or other intermediary in connection with the sale of Crude Oil or Products hereunder who is no longer accurateentitled to any compensation with respect thereto. None of its directors, the affected party shall immediately notify the otherofficers, employees or agents or those of its Affiliates has received or will receive any commission, fee, rebate, gift or entertainment of significant value in connection with this Agreement.

Mutual Representations. Each of party represents and warrants to the Parties hereto represents, warrants and covenantsother party that: (i) It is a corporation or entity duly organized and validly existing under the laws of the state or other jurisdiction of its organization or incorporation or formation.and, if relevant under such laws, in good standing; (ii) The It has the corporate and/or other legal capacity, authority and power to execute, deliver, and perform its obligations under this Agreement and any other document relating hereto to which it is a party, and has taken all necessary action to authorize such execution, delivery and performance; (iii) Such execution, delivery and performance do not violate or conflict with any law applicable to it, any provision of this Agreement by such Party has been duly authorized by all requisite corporate action. (iii) It has the power and authority its constitutional documents, any order or judgment of any court or other agency of government applicable to execute and deliver this Agreement and perform it or any of its obligations hereunder.assets or any contractual restriction binding on or affecting it or any of its assets; (iv) The executionAll governmental and other authorizations, delivery approvals, consents, notices and performance filings that are required to have been obtained or submitted by such Party of it with respect to this Agreement does not and will not conflict with any other document relating hereto to which it is a party have been obtained or result submitted and are in breach of the terms full force and provisions effect and all conditions of any other agreement or constitute a default under (a) a loan agreementsuch authorizations, guarantyapprovals, financing agreementconsents, affecting a product or other agreement or instrument binding or affecting it or its property; (b) the provisions of its charter or operative documents or bylaws; or (c) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound.notices and filings have been complied with; (v) The execution, delivery and performance of Its obligations under this Agreement by such Party does not require the consentand any other document relating hereto or thereto to which it is a party constitute its legal, approval or authorization ofvalid and binding obligations, or notice, declaration, filing or registration with, any governmental or regulatory authority enforceable in the Territory and the execution, delivery and performance of this Agreement does not violate any law, rule or regulation applicable to such Party.accordance with their respective terms; (vi) This Agreement has been duly authorizedThere is not pending or, executed and delivered and constitutes such Party’s legalto its knowledge, valid, and binding obligation enforceable threatened against it any action, suit or proceeding at law or in accordance equity or before any court, tribunal, governmental body, agency or official or any arbitrator that is likely to affect the legality, validity or enforceability against it of this Agreement or any other document relating hereto to which it is a party or its ability to perform its obligations under the same; [*] Confidential treatment requested; certain information omitted and filed separately with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to the availability of particular remedies under general equity principlesSEC. (vii) It shall comply with all applicable laws and regulations relating There is not pending or, to its activities under knowledge, threatened against it any action, suit or proceeding at law or in equity or before any court, tribunal, governmental body, agency or official or any arbitrator related to the violation of the Intellectual Property Rights of a third party related to the subject matter of this Agreement.; and (viii) Each warrants that it It is not debarred and has not and will not use in relying upon any capacity the services of any person debarred under subsections 306 (a) and (b), representations of the Generic Drug Enforcement Act of 1992. If at any time during the term of other party other than those expressly set forth in this Agreement this warranty is no longer accurate, the affected party shall immediately notify the otheror any other document relating hereto.

Mutual Representations. Each Party represents and warrants to the other Party as of the Parties hereto representsEffective Date and each sale of Crude Oil hereunder, warrants and covenantsthat: (ia) 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 this Agreement and each sale of Crude Oil or entity Products hereunder constitutes a “forward contract,” as such term is used in Section 556 of the Bankruptcy Code. (c) It is duly organized and validly existing under the laws of the state or other jurisdiction of its organization or incorporation or formationand in good standing under such laws. (iid) It has the corporate, governmental or other legal capacity, authority and power to execute and deliver the Transaction Documents and to perform its obligations under this Agreement, and has taken all necessary action to authorize the foregoing. (e) The execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate action. (iii) It has the power Transaction Documents and authority to execute and deliver this Agreement and perform the performance of its obligations hereunder. (iv) The execution, delivery thereunder and performance by such Party the consummation of this Agreement does the transactions contemplated thereby do not and will not violate or conflict with any Applicable Law, any provision of its constitutional documents, any order or result in breach of the terms and provisions judgment of any other agreement court or constitute a default under (a) a loan agreement, guaranty, financing agreement, affecting a product Governmental Authority applicable to it or other agreement any of its assets or instrument any contractual restriction binding on or affecting it or its property; (b) the provisions of its charter or operative documents or bylaws; or (c) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is boundassets. (vf) The executionAll governmental and other authorizations, delivery approvals, consents, notices and performance filings that are required to have been obtained or submitted by it with respect to the Transaction Documents have been obtained or submitted and are in full force and effect, and all conditions of this Agreement by any such Party does not require the consentauthorizations, approval or authorization ofapprovals, or noticeconsents, declaration, filing or registration notices and filings have been complied with, any governmental or regulatory authority in the Territory and the execution, delivery and performance of this Agreement does not violate any law, rule or regulation applicable to such Party. (vig) This Agreement has been duly authorized, executed and delivered and constitutes such Party’s Its obligations under the Transaction Documents constitute its legal, valid, valid and binding obligation obligations, enforceable against it in accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforcementenforceability, to bankruptcy, insolvency, reorganization and other laws equitable principles of general applicability relating to application regardless of whether enforcement is sought in a proceeding in equity or affecting creditors’ rights and to the availability of particular remedies under general equity principlesat law). (viih) No Event of Default or Default has occurred and is continuing, and no such event or circumstance would occur as a result of its entering into or performing its obligations under the Transaction Documents. (i) There is not pending or, to its knowledge, threatened against it or any of its Affiliates any action, suit or proceeding at law or in equity or before any court, tribunal, Governmental Authority, official or any arbitrator that is likely to affect the PORTIONS OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. legality, validity or enforceability against it of this Agreement or its ability to perform its obligations under the Transaction Documents. (j) It shall comply with all applicable laws and regulations relating to its activities under is not relying upon any representations of the other Party other than those expressly set forth in this Agreement. (viiik) Each warrants that 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 debarred acting as a financial advisor or fiduciary or in any similar capacity with respect to this Agreement and (iii) has not and will not use in given to it any capacity assurance or guarantee as to the services of any person debarred under subsections 306 (a) and (b), of the Generic Drug Enforcement Act of 1992. If at any time during the term expected performance or result of this Agreement Agreement. (n) It is not bound by any agreement that would preclude or hinder its execution, delivery, or performance of this warranty Agreement. (o) Neither it nor any of its Affiliates has been contacted by or negotiated with any finder, broker or other intermediary in connection with the sale of Crude Oil or Products hereunder who is no longer accurateentitled to any compensation with respect thereto. None of its directors, the affected party shall immediately notify the otherofficers, employees or agents or those of its Affiliates has received or will receive any commission, fee, rebate, gift or entertainment of significant value in connection with this Agreement.

Mutual Representations. Each of the Parties hereto representsPurchasers, individually, and the Company represents and warrants and covenantsto the other as follows: (i) It If a corporation, limited partnership, limited liability company or other entity, it is a corporation or entity duly organized and validly existing under in the laws of the state or other jurisdiction of its incorporation organization or formationincorporation. (ii) The executionIt has the full right, delivery power and performance of authority to execute, deliver and perform this Agreement and the other documents which are attached hereto, and to consummate the transactions contemplated hereby and thereby except as limited by such Party has been duly authorized applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally, and as limited by all requisite corporate actionlaws relating to the availability of specific performance, injunctive relief, or other equitable remedies. (iii) It has All corporate or other actions necessary for the power authorization, execution, delivery, and authority to execute and deliver performance of all of such party’s obligations under this Agreement and perform its obligations hereunderthe other documents contemplated hereby, and for the sale and purchase of the Purchased Securities being sold under this Agreement and the other transactions contemplated hereby, has been taken. (iv) The executionThere are no actions, delivery and performance by suits, proceedings or investigations pending against such Party of this Agreement does not and will not conflict with or result in breach of the terms and provisions of any other agreement or constitute a default under (a) a loan agreement, guaranty, financing agreement, affecting a product or other agreement or instrument binding or affecting it or its property; (b) the provisions of its charter or operative documents or bylaws; or (c) any order, writ, injunction or decree of party’s assets before any court or governmental authority entered against it agency (nor, to such party’s knowledge, is there any threat thereof) which would impair in any way such party’s ability to enter into and fully perform its commitments and obligations under this Agreement or by which any of its property is boundthe transactions contemplated hereby. (v) The execution, delivery and performance of this Agreement by such Party does will not require result in a breach or violation of any of the consent, approval or authorization terms and provisions of, or noticeconstitute a default under, declarationor result in the imposition of any lien, filing charge or registration withencumbrance upon any property or asset of such party or any of its subsidiaries pursuant to (A) the charter, by-laws or other governing documents of such party or any of its subsidiaries, (B) any statute, rule, regulation or order of any governmental agency or regulatory authority in the Territory and the executionbody or any court, delivery and performance domestic or foreign, having jurisdiction over such party or any of this Agreement does not violate its subsidiaries or any lawof their properties, rule or regulation applicable (C) any agreement or instrument to which such Party. (vi) This Agreement has been duly authorized, executed and delivered and constitutes party or any of its subsidiaries is a party or by which such Party’s legal, valid, and binding obligation enforceable against it in accordance with party or any of its terms subject, as subsidiaries is bound or to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to the availability of particular remedies under general equity principles. (vii) It shall comply with all applicable laws and regulations relating to its activities under this Agreement. (viii) Each warrants that it is not debarred and has not and will not use in which any capacity the services of any person debarred under subsections 306 (a) and (b), of the Generic Drug Enforcement Act properties of 1992. If at such party or any time during the term of this Agreement this warranty its subsidiaries is no longer accurate, the affected party shall immediately notify the othersubject.

Mutual Representations. Each of Purchaser and JPM CCC represents and warrants to the Parties hereto represents, warrants other as of the Effective Date and covenantseach Delivery Day that: (i) It is a corporation or entity duly organized and validly existing under the laws of the state or other jurisdiction of its incorporation or formation. (ii) The execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate action. (iiia) It has the full right, power and authority to execute and deliver enter into this Agreement and to perform its obligations hereunder. (ivb) The execution, execution and delivery and performance by such Party of this Agreement does and the performance of its obligations hereunder is not and will not be in violation or breach of, or in conflict with (i) any term or result in breach provision of the terms and provisions of its organizing or other governing documents, (ii) any other agreement or constitute a default under (a) a loan agreement, guarantyinstrument, financing agreementpermit or authority to which it is a party or by which it is bound, affecting a product and (iii) any laws, rules, orders, regulations or other agreement legal obligations or instrument binding any judicial order, award, judgment or affecting decree applicable to it or its property; (b) the provisions any of its charter or operative documents or bylaws; or assets. (c) any order, writ, injunction or decree of any court or governmental authority entered This Agreement has been validly executed and delivered by it and this Agreement constitutes its valid and binding obligations enforceable against it or by which any in accordance with the provisions hereof. [*] The asterisk denotes that confidential portions of its property is boundthis exhibit have been omitted pursuant to Rule 406 of the Securities Act of 1933. The confidential portions have been submitted separately to the Securities and Exchange Commission. (vd) The executionThere are no facts that have not been disclosed by it to the other Party that could adversely affect or, so far as it can reasonably foresee, will adversely affect its obligations under this Agreement. (e) It has no knowledge of the occurrence of any litigation, proceeding or dispute affecting (or which could adversely affect) its ability to perform its obligations under this Agreement. (f) All necessary approvals, if any required under Applicable Laws from governmental and regulatory authorities (including the National Energy Board of Canada) to permit JPM CCC to deliver, and Purchaser to take delivery and performance of of, Oil under this Agreement by such Party does not require have been (or at the consentappropriate time, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority in the Territory and will be) obtained. (g) Upon the execution, delivery and performance of this Agreement does not violate any law, rule or regulation applicable to such Party. (vi) This Agreement has been duly authorized, executed and delivered and constitutes such Party’s legal, valid, and binding obligation enforceable against it in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to the availability of particular remedies under general equity principles. (vii) It shall comply with all applicable laws and regulations relating to its activities under this Agreement. (viii) Each warrants that it is not debarred and has not and will not use be insolvent (as such term is used in any capacity applicable bankruptcy, liquidation, receivership, or insolvency or similar laws). Its capital is adequate for the services of any person debarred under subsections 306 business in which it is engaged. It has not incurred (a) and (bwhether hereby or otherwise), nor does it intend to incur or believe that it will incur, debts which will be beyond its ability to pay as such debts mature. (h) It is an “Eligible Contract Participant” as defined in Section 1(a)(18) of the Generic Drug Enforcement Act of 1992. If at any Commodity Exchange Act, as amended from time during the term to time. (i) It is a “forward contract merchant” in respect of this Agreement and this warranty Agreement and each sale of Oil hereunder is a forward contract for purposes of the United States Bankruptcy Code, 11 U.S.C. §§ 101 et seq., as amended from time to time. (j) It is acting for its own account, and it has made its own independent decisions to enter into this Agreement and any Specified Transaction and as to whether this Agreement and any Specified Transaction is appropriate or proper for it based upon its own judgment and upon advice from such advisors as it has deemed necessary; it is not relying on any communication (written or oral) of the other Party as investment advice or as a recommendation to enter into this Agreement or any Specified Transaction, it being understood that information and explanations related to the terms and conditions of this Agreement and any Specified Transaction shall not be considered investment advice or a recommendation to enter into this Agreement or any Specified Transaction; no longer accuratecommunication (written or oral) received from the other Party shall be deemed to be an assurance or guarantee as to the expected results of this Agreement or any Specified Transaction; it is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts the terms, conditions and risks of this Agreement and any Specified Transaction; it is also capable of assuming, and assumes, the affected party shall immediately notify risks of this Agreement and any Specified Transaction; and the otherother Party is not acting as a fiduciary for or an advisor to it in respect of this Agreement or any Specified Transaction. (k) It is a “Qualified Party” within the meaning of paragraph 1(e) of the Alberta Securities Commission Blanket Order BOR#91 503, paragraph 1.1 of the British Columbia Securities Commission Blanket Order BOR#91 501 (BC) and Saskatchewan Financial Services Commission General Order 91-907, as such orders may be amended, restated, replaced [*] The asterisk denotes that confidential portions of this exhibit have been omitted pursuant to Rule 406 of the Securities Act of 1933. The confidential portions have been submitted separately to the Securities and Exchange Commission. or reenacted from time to time, and it is similarly qualified pursuant to any equivalent or analogous law, order or enactment of any other jurisdiction that may have application to such Specified Transaction.

Mutual Representations. Each Party represents and warrants to the other Party as of the Parties hereto representsEffective Date and each sale of Crude Oil hereunder, warrants and covenantsthat: (ia) It is an “Eligible Contract Participant,” as defined in Section 1a(18) of the Commodity Exchange Act, as amended. (b) It is a corporation “forward contract merchant” in respect of this Agreement and this Agreement and each sale of Crude Oil or entity Products hereunder constitutes a “forward contract,” as such term is used in Section 556 of the Bankruptcy Code. (c) It is duly organized and validly existing under the laws of the state or other jurisdiction of its organization or incorporation or formationand in good standing under such laws. (iid) It has the corporate, governmental or other legal capacity, authority and power to execute and deliver the Transaction Documents and to perform its obligations under this Agreement, and has taken all necessary action to authorize the foregoing. (e) The execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate action. (iii) It has the power Transaction Documents and authority to execute and deliver this Agreement and perform the performance of its obligations hereunder. (iv) The execution, delivery thereunder and performance by such Party the consummation of this Agreement does the transactions contemplated thereby do not and will not violate or conflict with any Applicable Law, any provision of its constitutional documents, any order or result in breach of the terms and provisions judgment of any other agreement court or constitute a default under (a) a loan agreement, guaranty, financing agreement, affecting a product Governmental Authority applicable to it or other agreement any of its assets or instrument any contractual restriction binding on or affecting it or its property; (b) the provisions of its charter or operative documents or bylaws; or (c) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is boundassets. (vf) The execution, delivery and performance Except for the filing of this Agreement by such Party does not require the consent, approval UCC-1 or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority in the Territory UCC-3 financing statements and the executionLien Documents in applicable state and county filing offices, delivery all governmental and performance other authorizations, approvals, consents, notices and filings that are required to have been obtained or submitted by it with respect to the Transaction Documents have been obtained or submitted and are in full force and effect, and all conditions of this Agreement does not violate any lawsuch authorizations, rule or regulation applicable to such Partyapprovals, consents, notices and filings have been complied with. (vig) This Agreement has been duly authorized, executed and delivered and constitutes such Party’s Its obligations under the Transaction Documents constitute its legal, valid, valid and binding obligation obligations, enforceable against it in accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforcementenforceability, to bankruptcy, insolvency, reorganization and other laws equitable principles of general applicability relating to application regardless of whether enforcement is sought in a proceeding in equity or affecting creditors’ rights and to the availability of particular remedies under general equity principlesat law). (viih) No Event of Default or Default has occurred and is continuing with respect to such Party, and no such event or circumstance would occur as a result of its entering into or performing its obligations under the Transaction Documents. (i) There is not pending or, to its knowledge, threatened against it or any of its Affiliates any action, suit or proceeding at law or in equity or before any court, tribunal, Governmental Authority, official or any arbitrator that is likely to affect the legality, validity or enforceability against it of this Agreement or its ability to perform its obligations under the Transaction Documents. (j) It shall comply with all applicable laws and regulations relating to its activities under is not relying upon any representations of the other Party other than those expressly set forth in this Agreement. (viiik) Each warrants that 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 debarred acting as a financial advisor or fiduciary or in any similar capacity with respect to this Agreement and (iii) has not and will not use in given to it any capacity assurance or guarantee as to the services of any person debarred under subsections 306 (a) and (b), of the Generic Drug Enforcement Act of 1992. If at any time during the term expected performance or result of this Agreement Agreement. (n) It is not bound by any agreement that would preclude or hinder its execution, delivery, or performance of this warranty Agreement. (o) Neither it nor any of its Affiliates has been contacted by or negotiated with any finder, broker or other intermediary in connection with the sale of Crude Oil or Products hereunder who is no longer accurateentitled to any compensation with respect thereto. (p) None of its directors, the affected party shall immediately notify the otherofficers, employees or agents or those of its Affiliates has received or will receive any commission, fee, rebate, gift or entertainment of significant value in connection with this Agreement.

Mutual Representations. Each Party represents and warrants to the other Parties as of the Parties hereto representsEffective Date and each sale of Crude Oil hereunder, warrants and covenantsthat: (ia) It is an “Eligible Contract Participant,” as defined in Section 1a(18) of the Commodity Exchange Act, as amended. (b) It is a corporation “forward contract merchant” in respect of this Agreement and this Agreement and each sale of Crude Oil or entity Products hereunder constitutes a “forward contract,” as such term is used in Section 556 of the Bankruptcy Code. (c) It is duly organized and validly existing under the laws of the state or other jurisdiction of its organization or incorporation or formationand in good standing under such laws. (iid) It has the corporate, governmental or other legal capacity, authority and power to execute and deliver the Transaction Documents to which it is a party and to perform its obligations under this Agreement, and has taken all necessary action to authorize the foregoing. (e) The execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate action. (iii) It has the power Transaction Documents to which it is a party and authority to execute and deliver this Agreement and perform the performance of its obligations hereunder. (iv) The execution, delivery thereunder and performance by such Party of this Agreement does not and will not conflict with or result in breach the consummation of the terms and provisions transactions contemplated thereby do not violate any Applicable Law (to its knowledge), any provision of its constitutional documents, any order or judgment of any other agreement court or constitute a default under (a) a loan agreement, guaranty, financing agreement, affecting a product Governmental Authority applicable to it or other agreement any of its assets or instrument any contractual restriction binding on or affecting it or its property; (b) the provisions of its charter or operative documents or bylaws; or (c) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is boundassets. (vf) The executionExcept for the filing of UCC-1 or UCC-3 financing statements and the Lien Documents in applicable state and county filing offices, delivery all governmental and performance other authorizations, approvals, consents, notices and filings that are required to have been obtained or submitted by it with respect to the Transaction Documents have been obtained or submitted and are in full force and effect, and all conditions of this Agreement by any such Party does not require the consentauthorizations, approval or authorization ofapprovals, or noticeconsents, declaration, filing or registration notices and filings have been complied with, any governmental except for such of the foregoing the absence or regulatory authority failure of which would not result in the Territory and the execution, delivery and performance of this Agreement does not violate any law, rule or regulation applicable to such Partya Material Adverse Change. (vig) This Agreement has been duly authorized, executed and delivered and constitutes such Party’s Its obligations under the Transaction Documents to which it is a party constitute its legal, valid, valid and binding obligation obligations, enforceable against it in accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforcementenforceability, to bankruptcy, insolvency, reorganization and other laws equitable principles of general applicability relating to application regardless of whether enforcement is sought in a proceeding in equity or affecting creditors’ rights and to the availability of particular remedies under general equity principlesat law). (viih) No Event of Default or Default has occurred and is continuing with respect to such Party, and no such event or circumstance would occur as a result of its entering into or performing its obligations under the Transaction Documents. (i) There is not pending or, to its knowledge, threatened against it or any of its Affiliates (other than Qualified Owners) any action, suit or proceeding at law or in equity or before any court, tribunal, Governmental Authority, official or any arbitrator that is likely to affect the legality, validity or enforceability against it of the Transaction Documents or its ability to perform its obligations under the Transaction Documents. (j) It shall comply is not relying upon any representations of the other Party other than those expressly set forth in this Agreement or the other Transaction Documents. (k) It has entered into this Agreement as principal (and not as advisor, agent, broker or in any other capacity, fiduciary or otherwise), with all applicable laws a full understanding of the material terms and regulations relating 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) Each other Party (i) is acting solely in the capacity of an arm’s-length contractual counterparty with respect to its activities under 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 any other Party any assurance or guarantee as to the expected performance or result of this Agreement. (viiin) Each warrants that it It is not debarred and has not and will not use in bound by any capacity agreement that would be violated by the services of any person debarred under subsections 306 (a) and (b)execution, of the Generic Drug Enforcement Act of 1992. If at any time during the term delivery or performance of this Agreement Agreement. (o) Neither it nor any of its Affiliates has been contacted by or negotiated with any finder, broker or other intermediary in connection with the sale or purchase of Crude Oil or Products hereunder who is entitled to any compensation with respect thereto. (p) None of its directors, officers, employees or agents or those of its Affiliates has received or shall receive any commission, fee, rebate, gift or entertainment of significant value in connection with this warranty is no longer accurate, the affected party shall immediately notify the otherAgreement.

Mutual Representations. Each Party represents and warrants to the other Party as of the Parties hereto representsEffective Date and each sale of Crude Oil hereunder, warrants and covenantsthat: (ia) It is an “Eligible Contract Participant,” as defined in Section 1a(18) of the Commodity Exchange Act, as amended. (b) It is a corporation “forward contract merchant” in respect of this Agreement and this Agreement and each sale of Crude Oil or entity Products hereunder constitutes a “forward contract,” as such term is used in Section 556 of the Bankruptcy Code. (c) It is duly organized and validly existing under the laws of the state or other jurisdiction of its organization or incorporation or formationand in good standing under such laws. (iid) It has the corporate, governmental or other legal capacity, authority and power to execute and deliver the Transaction Documents and to perform its obligations under this Agreement, and has taken all necessary action to authorize the foregoing. (e) The execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate action. (iii) It has the power Transaction Documents and authority to execute and deliver this Agreement and perform the performance of its obligations hereunder. (iv) The execution, delivery thereunder and performance by such Party the consummation of this Agreement does the transactions contemplated thereby do not and will not violate or conflict with any Applicable Law, any provision of its constitutional documents, any order or result in breach of the terms and provisions judgment of any other agreement court or constitute a default under (a) a loan agreement, guaranty, financing agreement, affecting a product Governmental Authority applicable to it or other agreement any of its assets or instrument any contractual restriction binding on or affecting it or its property; (b) the provisions of its charter or operative documents or bylaws; or (c) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is boundassets. (vf) The executionAll governmental and other authorizations, delivery approvals, consents, notices and performance filings that are required to have been obtained or submitted by it with respect to the Transaction Documents have been obtained or submitted and are in full force and effect, and all conditions of this Agreement by any such Party does not require the consentauthorizations, approval or authorization ofapprovals, or noticeconsents, declaration, filing or registration notices and filings have been complied with, any governmental or regulatory authority in the Territory and the execution, delivery and performance of this Agreement does not violate any law, rule or regulation applicable to such Party. (vig) This Agreement has been duly authorized, executed and delivered and constitutes such Party’s Its obligations under the Transaction Documents constitute its legal, valid, valid and binding obligation obligations, enforceable against it in accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforcementenforceability, to bankruptcy, insolvency, reorganization and other laws equitable principles of general applicability relating to application regardless of whether enforcement is sought in a proceeding in equity or affecting creditors’ rights and to the availability of particular remedies under general equity principlesat law). (viih) No Event of Default or Default has occurred and is continuing, and no such event or circumstance would occur as a result of its entering into or performing its obligations under the Transaction Documents. (i) There is not pending or, to its knowledge, threatened against it or any of its Affiliates any action, suit or proceeding at law or in equity or before any court, tribunal, Governmental Authority, official or any arbitrator that is likely to affect the legality, validity or enforceability against it of this Agreement or its ability to perform its obligations under the Transaction Documents. PORTIONS OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. (j) It shall comply with all applicable laws and regulations relating to its activities under is not relying upon any representations of the other Party other than those expressly set forth in this Agreement. (viiik) Each warrants that 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 debarred acting as a financial advisor or fiduciary or in any similar capacity with respect to this Agreement and (iii) has not and will not use in given to it any capacity assurance or guarantee as to the services of any person debarred under subsections 306 (a) and (b), of the Generic Drug Enforcement Act of 1992. If at any time during the term expected performance or result of this Agreement Agreement. (n) It is not bound by any agreement that would preclude or hinder its execution, delivery, or performance of this warranty Agreement. (o) Neither it nor any of its Affiliates has been contacted by or negotiated with any finder, broker or other intermediary in connection with the sale of Crude Oil or Products hereunder who is no longer accurateentitled to any compensation with respect thereto. (p) None of its directors, the affected party shall immediately notify the otherofficers, employees or agents or those of its Affiliates has received or will receive any commission, fee, rebate, gift or entertainment of significant value in connection with this Agreement.

Mutual Representations. Each Party represents and warrants to the other Party as of the Parties hereto representsEffective Date and each sale of Crude Oil hereunder, warrants and covenantsthat: (ia) 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 this Agreement and each sale of Crude Oil or entity Products hereunder constitutes a “forward contract,” as such term is used in Section 556 of the Bankruptcy Code. (c) It is duly organized and validly existing under the laws of the state or other jurisdiction of its organization or incorporation or formationand in good standing under such laws. (iid) It has the corporate, governmental or other legal capacity, authority and power to execute and deliver the Transaction Documents and to perform its obligations under this Agreement, and has taken all necessary action to authorize the foregoing. (e) The execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate action. (iii) It has the power Transaction Documents and authority to execute and deliver this Agreement and perform the performance of its obligations hereunder. (iv) The execution, delivery thereunder and performance by such Party the consummation of this Agreement does the transactions contemplated thereby do not and will not violate or conflict with any Applicable Law, any provision of its constitutional documents, any order or result in breach of the terms and provisions judgment of any other agreement court or constitute a default under (a) a loan agreement, guaranty, financing agreement, affecting a product Governmental Authority applicable to it or other agreement any of its assets or instrument any contractual restriction binding on or affecting it or its property; (b) the provisions of its charter or operative documents or bylaws; or (c) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is boundassets. (vf) The executionAll governmental and other authorizations, delivery approvals, consents, notices and performance filings that are required to have been obtained or submitted by it with respect to the Transaction Documents have been obtained or submitted and are in full force and effect, and all conditions of this Agreement by any such Party does not require the consentauthorizations, approval or authorization ofapprovals, or noticeconsents, declaration, filing or registration notices and filings have been complied with, any governmental or regulatory authority in the Territory and the execution, delivery and performance of this Agreement does not violate any law, rule or regulation applicable to such Party. (vig) This Agreement has been duly authorized, executed and delivered and constitutes such Party’s Its obligations under the Transaction Documents constitute its legal, valid, valid and binding obligation obligations, enforceable against it in accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforcementenforceability, to bankruptcy, insolvency, reorganization and other laws equitable principles of general applicability relating to application regardless of whether enforcement is sought in a proceeding in equity or affecting creditors’ rights and to the availability of particular remedies under general equity principlesat law). (viih) No Event of Default or Default has occurred and is continuing, and no such event or circumstance would occur as a result of its entering into or performing its obligations under the Transaction Documents. (i) There is not pending or, to its knowledge, threatened against it or any of its Affiliates any action, suit or proceeding at law or in equity or before any court, tribunal, 49 Governmental Authority, official or any arbitrator that is likely to affect the legality, validity or enforceability against it of this Agreement or its ability to perform its obligations under the Transaction Documents. (j) It shall comply with all applicable laws and regulations relating to its activities under is not relying upon any representations of the other Party other than those expressly set forth in this Agreement. (viiik) Each warrants that 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 debarred acting as a financial advisor or fiduciary or in any similar capacity with respect to this Agreement and (iii) has not and will not use in given to it any capacity assurance or guarantee as to the services of any person debarred under subsections 306 (a) and (b), of the Generic Drug Enforcement Act of 1992. If at any time during the term expected performance or result of this Agreement Agreement. (n) It is not bound by any agreement that would preclude or hinder its execution, delivery, or performance of this warranty Agreement. (o) Neither it nor any of its Affiliates has been contacted by or negotiated with any finder, broker or other intermediary in connection with the sale of Crude Oil or Products hereunder who is no longer accurateentitled to any compensation with respect thereto. None of its directors, the affected party shall immediately notify the otherofficers, employees or agents or those of its Affiliates has received or will receive any commission, fee, rebate, gift or entertainment of significant value in connection with this Agreement.

Mutual Representations. Each of the Parties hereto Party hereby represents, warrants and covenantscovenants to the other Parties as follows: (ia) It is a limited partnership, limited liability company, company or corporation or entity duly organized and organized, validly existing and in good standing under the laws of the state jurisdiction in which it is incorporated or organized, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Settlement Agreement, including, without limitation, the ability to grant the rights granted to the other jurisdiction of its incorporation or formationParties hereunder. (iib) The execution, delivery and performance As of this Agreement by such Party has been duly authorized by all requisite corporate action. the Effective Date: (iiii) It it has the corporate power and authority and the legal right to execute and deliver enter into this Settlement Agreement and perform its obligations hereunder; (ii) it has taken all necessary corporate action on its part required to authorize the execution and delivery of this Settlement Agreement and the performance of its obligations hereunder; and (iii) this Settlement Agreement has been duly executed and delivered on behalf of such Party and constitutes legal, valid and binding obligations of such Party that are enforceable against it in accordance with their terms except: (1) as limited by applicable bankruptcy; insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally; and (2) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. (ivc) The executionIt has not entered, delivery and shall not enter, into any agreement with any Third Party that is in conflict with the rights granted to the other Parties in this Settlement Agreement; it has not taken and shall not take any action that would in any way prevent it from granting the rights granted to the other Parties under this Settlement Agreement or that would otherwise materially conflict with or adversely affect the rights granted to the other Parties under this Settlement Agreement; and its performance by such Party and execution of this Settlement Agreement does not and will not conflict with or result in a breach of the terms and provisions of any other agreement or constitute a default under (a) a loan agreement, guaranty, financing agreement, affecting a product or other agreement or instrument binding or affecting it or its property; (b) the provisions of its charter or operative documents or bylaws; or (c) any order, writ, injunction or decree of any court or governmental authority entered against it or by contract to which any of its property is bound. (v) The execution, delivery and performance of this Agreement by such Party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority in the Territory and the execution, delivery and performance of this Agreement does not violate any law, rule or regulation applicable to such Party. (vi) This Agreement has been duly authorized, executed and delivered and constitutes such Party’s legal, valid, and binding obligation enforceable against it in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to the availability of particular remedies under general equity principles. (vii) It shall comply with all applicable laws and regulations relating to its activities under this Agreement. (viii) Each warrants that it is not debarred and has not and will not use in any capacity the services of any person debarred under subsections 306 (a) and (b), of the Generic Drug Enforcement Act of 1992. If at any time during the term of this Agreement this warranty is no longer accurate, the affected party shall immediately notify the othera party.

Mutual Representations. Each Party represents and warrants to the other Party as of the Parties hereto representsdate hereof and each date upon which a Forward Purchase Contract or Forward Sale Contract is deemed entered into, warrants and covenantsthat: (ia) It is an “Eligible Contract Participant” as defined in Section la(12) of the Commodity Exchange Act, as amended. (b) It is a corporation or entity “forward contract merchant” in respect of this Agreement and this Agreement and each of the purchases and sales of Gathered Crude hereunder constitute “forward contracts,” as such terms are defined in the Bankruptcy Code. (c) It is duly organized and validly existing under the laws of the state or other jurisdiction of its organization or incorporation or formationand in good standing under such laws. (iid) It 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. (e) The execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate action. in the preceding paragraph (iiid) It has the power and authority to execute and deliver this Agreement and perform its obligations hereunder. (iv) The execution, delivery and performance by such Party of this Agreement does do not and will not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or result in breach of the terms and provisions judgment of any other agreement court or constitute a default under (a) a loan agreement, guaranty, financing agreement, affecting a product Governmental Authority applicable to it or other agreement any of its assets or instrument any contractual restriction binding on or affecting it or its property; (b) the provisions of its charter or operative documents or bylaws; or (c) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is boundassets. (vf) The executionAll governmental and other authorizations, delivery approvals, consents, notices and performance of filings that are required to have been obtained or submitted by it with respect to this Agreement by have been obtained or submitted and are in full force and effect, and all conditions of any such Party does not require the consentauthorizations, approval or authorization ofapprovals, or noticeconsents, declaration, filing or registration notices and filings have been complied with, any governmental or regulatory authority in the Territory and the execution, delivery and performance of this Agreement does not violate any law, rule or regulation applicable to such Party. (vig) This Its obligations under this Agreement has been duly authorized, executed and delivered and constitutes such Party’s constitute its legal, valid, valid and binding obligation obligations, enforceable against it in accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforcementenforceability, to bankruptcy, insolvency, reorganization and other laws equitable principles of general applicability relating to application regardless of whether enforcement is sought in a proceeding in equity or affecting creditors’ rights and to the availability of particular remedies under general equity principlesat law). (viih) It shall comply with all applicable laws No Event of Default or Potential Event of Default has occurred and regulations relating to is continuing, and no such event or circumstance would occur as a result of its activities entering into or performing its obligations under this Agreement. (viiii) Each warrants that it There is not debarred and has not and will not use pending or, to its knowledge, threatened against it or any of its Affiliates any action, suit or proceeding at law or in equity or before any capacity court, tribunal, Governmental Authority, official or any arbitrator that is likely to affect the services of any person debarred under subsections 306 (a) and (b)legality, of the Generic Drug Enforcement Act of 1992. If at any time during the term validity or enforceability against it of this Agreement or its ability to perform its obligations under this warranty Agreement. (j) It possesses all necessary permits, authorizations, registrations and licenses required to perform its obligations hereunder and to consummate the transactions contemplated hereby in each jurisdiction with respect to which it has obtained Tax licenses. (k) It is no longer accuratenot relying upon any representations of the other Party other than those expressly set forth in this Agreement. (1) 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 affected party shall immediately notify material terms and risks of the othersame, and is capable of assuming those risks. (m) 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. (n) 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. (o) It is not bound by any agreement that would preclude or hinder its execution, delivery, or performance of this Agreement. (p) Neither it nor any of its Affiliates has been contacted by or negotiated with any finder, broker or other intermediary in connection with the sale of Gathered Crude hereunder who is entitled to any compensation with respect thereto. (q) None of its directors, officers, employees or agents or those of its Affiliates has received or will receive any commission, fee, rebate, gift or entertainment of significant value in connection with this Agreement.

Mutual Representations. (a) Each of Party hereby represents and warrants to the Parties hereto represents, warrants and covenantsother Party as follows: (i) It is a corporation or entity duly organized and validly existing under the laws of the state or other jurisdiction of its incorporation or formation. (ii) The execution, delivery and performance of this APS Agreement by such Party has been duly authorized by all requisite corporate actionnecessary action on the part of such Party. (ii) This APS Agreement has been duly executed and delivered by such Party and, assuming due authorization, execution and delivery by the other Party, constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with their respective terms, except as enforceability may be restricted, limited or delayed by applicable bankruptcy or other laws affecting creditors’ rights generally and except as enforceability may be subject to general principles or equity. (iii) It has the power and authority to execute and deliver this Agreement and perform its obligations hereunder. (iv) The execution, delivery and performance by such Party of this Agreement does not and will not conflict with or result in breach of the terms and provisions of any other agreement or constitute a default under (a) a loan agreement, guaranty, financing agreement, affecting a product or other agreement or instrument binding or affecting it or its property; (b) the provisions of its charter or operative documents or bylaws; or (c) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound. (v) The A Party’s execution, delivery and performance of this APS Agreement by and the consummation of the transactions contemplated hereby does not and will not (a) violate, conflict with or result in the breach of any provision of the certificate of incorporation or by-laws (or similar organizational documents) of such Party; (b) conflict with or violate any Law or governmental order applicable to such Party does not or its assets, properties or businesses, or (c) conflict with, result in any breach of, constitute a default (or event which, with the giving of notice or lapse of time, or both, would become a default) under, require the consentany consent under, approval or authorization give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, or notice, declaration, filing result in the creation of any encumbrance on any of its outstanding shares of common stock or registration withpreferred stock or any of the assets or properties of such Party pursuant to, any governmental note, bond, mortgage or regulatory authority indenture, contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement to which it is a Party or by which any of such Party’s shares of common stock or preferred stock or any of the Party’s assets or properties is bound or affected. (iv) Such Party has all rights, licenses, permits and consents necessary to sell, purchase and use, as applicable, the Products and to perform its obligations hereunder, and that it shall at all times comply in all material respects with all federal, state and local laws and regulations applicable to its business and its performance of its obligations under this APS Agreement. (b) The Supplier represents and warrants to the Purchaser as follows: (i) It will convey to Purchaser good and marketable title to the Products. (ii) The Products sold by Supplier pursuant to this APS Agreement (a) shall be manufactured in accordance with their packaging and product specification; (b) are and shall be manufactured, handled, stored and transported in accordance with all applicable U.S., state and local laws and regulations pertaining thereto, including, without limitation, the Federal Food, Drug and Cosmetic Act, as amended (the “FFDCA”) and implementing regulations and FDA-approved Good Manufacturing Practices, and meet all specifications for effectiveness, safety and reliability as required by the FDA; and (c) when used in accordance with the directions on the labeling, are and shall be fit for the purposes and indications described in the Territory and labeling. (iii) The Products’ labeling is in compliance with all applicable laws. (iv) No Product delivered hereunder is or will be adulterated or misbranded within the executionmeaning of the FFDCA, delivery and performance or within the meaning of this Agreement does not violate any applicable state or municipal law, rule or regulation applicable to such Partyis or will be a product which may not be introduced into interstate commerce. (v) All Products purchased hereunder will be of the kind and quality specified herein, and will be free of material defects in design, materials or workmanship. (vi) This Agreement has been duly authorized, executed Any printed terms set forth on any Exhibits are in addition to and delivered and constitutes such Party’s legal, valid, and binding obligation enforceable against it not in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws lieu of general applicability relating to or affecting creditors’ rights and to the availability of particular remedies under general equity principlesforegoing warranties. (vii) It To the Supplier’s knowledge, the use by Purchaser of the Products for their intended use shall comply with all applicable laws and regulations relating to its activities under this Agreementnot infringe upon any ownership rights of any other person or upon any Intellectual Property of any third party. (viii) Each Supplier (A) shall not knowingly sell any counterfeit, adulterated or misbranded Product that creates a reasonable probability that the use of, or exposure to, the Product will cause serious adverse health consequences or death; and (B) shall promptly notify Purchaser following its receipt of any information that the integrity or legal status of any Product has been called into question by any retailer, wholesaler, or state or federal authority, or that Supplier knows or has reason to believe that any Product being sold to Purchaser is suspected of being counterfeit, adulterated or misbranded and Supplier knows or has reason to believe that there is a defect in the Product that creates a reasonable probability that the use of, or exposure to, the Product will cause serious adverse health consequences or death. (ix) The prices reflected on Exhibit 1 on the Effective Date were [DELETED] prior to the closing of the Stock Purchase Agreement on October 5, 2005, except for (A) [DELETED] and (B) [DELETED]. (c) In addition, the Supplier represents and warrants that it to the Purchaser as follows, and these shall be ongoing representations and warranties during the Term and the Supplier shall promptly notify the Purchaser of any change in the status in respect of the following: (i) Neither the Supplier, nor any of its Affiliates, is not debarred named on any of the following lists: (A) HHS/OIG List of Excluded Individuals/Entities; (B) HHS/HRSA’s Healthcare Integrity and has not Protection Data Bank; (C) GSA List of Parties Excluded from Federal Programs; and will not use (D) OFAC Terrorist Database. (ii) Neither the Supplier, nor any of its Affiliates is under investigation or otherwise aware of any circumstances which may result in being excluded from participation in any capacity federal healthcare programs. (d) The Purchaser represents and warrants to the services of any person debarred under subsections 306 (a) and (b), Supplier that its use of the Generic Drug Enforcement Act of 1992. If at any time during Products purchased by it pursuant to this APS Agreement shall be consistent with the term of this Agreement this warranty is no longer accurateSupplier’s written instructions and specifications and shall be in accordance with all applicable U.S., state and local laws and regulations pertaining thereto, including, without limitation, the affected party FFDCA and applicable implementing regulations. (e) All warranties granted or assigned by Supplier under this Article XI will continue in full force and effect notwithstanding transfer of title to any Product to or by Purchaser. All warranties shall immediately notify the otheralso survive inspection, acceptance and payment.

Mutual Representations. Each of the Parties hereto represents, warrants and covenants: (i) It is a corporation or entity duly organized and validly existing under the laws of the state or other jurisdiction of its incorporation or formation. (ii) The execution, delivery and performance of this License Agreement by such Party has been duly authorized by all requisite corporate action. (iii) It has the power and authority to execute and deliver this License Agreement and perform its obligations hereunder. (iv) The execution, delivery and performance by such Party of this License Agreement does not and will not conflict with or result in breach of the terms and provisions of any other agreement or constitute a default under (a) a loan agreement, guaranty, financing agreement, affecting a product or other agreement or instrument binding or affecting it or its property; (b) the provisions of its charter or operative documents or bylaws; or (c) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound. (v) The execution, delivery and performance of this License Agreement by such Party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority in the Territory and the execution, delivery and performance of this License Agreement does not violate any law, rule or regulation applicable to such Party. (vi) This License Agreement has been duly authorized, executed and delivered and constitutes such Party’s legal, valid, and binding obligation enforceable against it in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to the availability of particular remedies under general equity principles. (vii) It shall comply in all material respects with all applicable laws and regulations relating to its activities under this License Agreement. (viii) Each warrants that it is not debarred and has not and will not use in any capacity the services of any person debarred under subsections 306 (a) and (b), of the Generic Drug Enforcement Act of 1992. If at any time during the term of this Agreement this warranty is no longer accurate, the affected party shall immediately notify the other.

Mutual Representations. Each To induce each of the Parties hereto Members to enter into this Agreement, each Member hereby represents, warrants and covenantscovenants to the other Member that: (ia) It The representing Member has been duly formed and is a corporation or entity duly organized and validly existing under limited liability company qualified and in good standing to transact business in the laws state of its formation, and with requisite power and authority to execute this Agreement and perform all its obligations hereunder, subject to the Conditions herein expressed. The persons and entities executing this Agreement on behalf of the state or other jurisdiction of its incorporation or formation. (ii) Representing Member have the power and authority to enter into this Agreement. The execution, delivery and performance of this Agreement by such Party has the representing Member have been duly and validly authorized by all requisite corporate action. (iii) It has the power and authority to execute and deliver this Agreement and perform its obligations hereunder. (iv) The execution, delivery and performance by such Party necessary action of this Agreement does not and will not conflict with or result in breach of the terms and provisions of any other agreement or constitute a default under (a) a loan agreement, guaranty, financing agreement, affecting a product or other agreement or instrument binding or affecting it or its property; (b) the provisions of its charter or operative documents or bylaws; or (c) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound. (v) The execution, delivery and performance of this Agreement by such Party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority in the Territory and the execution, delivery and performance of this Agreement does not violate any law, rule or regulation applicable to such Party. (vi) it. This Agreement has been duly authorized, executed and delivered by the representing Member and constitutes such Party’s a legal, valid, valid and binding obligation of it, enforceable against it in accordance with its the terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to the availability of particular remedies under general equity principleshereof. (viib) It shall comply with The representing Member has obtained all applicable laws consents required to enter into and perform this Agreement required under any company agreement, shareholder agreement, limited liability company agreement, covenant, charter, declaration of trust or, to the best knowledge of the representing Member, other agreement concerning it or to which it is a party or which is binding upon it or by any law or regulations relating or any judgment, order or decree of any governmental body, agency or court having jurisdiction over it, subject to its activities under this Agreementthe MDA Condition and receipt of governmental approvals for construction and development of the Project. (viiic) Each warrants that it There is not debarred and has not and will not use no pending litigation brought by or against the representing Member or, to its actual knowledge, affecting in any capacity manner the services of any person debarred under subsections 306 Developer's Property, the Area A - Phase I Land or the Project. (ad) Subject to the MDA Condition, neither the execution and (b), of the Generic Drug Enforcement Act of 1992. If at any time during the term delivery of this Agreement this warranty nor the consummation of the transactions herein contemplated will conflict with, result in a breach of or constitute (with or without the giving of notice or the passing of time, or both) a default under, or otherwise materially and adversely affect any contract, agreement, instrument, license or undertaking to which the representing Member or any of its Affiliates is no longer accurate, a party or by which it or any of them or any of their respective properties or assets is or may be bound or that relates to the affected party shall immediately notify the otherProject in any respect.