Common use of Organization; Authority; Execution and Delivery; No Conflicts; Enforceability Clause in Contracts

Organization; Authority; Execution and Delivery; No Conflicts; Enforceability. Such Stockholder (i) is a corporation or limited company, as the case may be, duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization and (ii) has all requisite (corporate or limited company, as the case may be) power and authority to execute, deliver and perform its obligations under this Agreement. The execution, delivery and performance of this Agreement by such Stockholder have been duly authorized by all necessary corporate or organizational action on the part of such Stockholder and no other corporate or organizational proceedings on the part of such Stockholder are necessary to authorize the execution, delivery and performance of this Agreement by such Stockholder. This Agreement has been duly executed and delivered by such Stockholder and, assuming due execution and delivery of this Agreement by Parent and the Company, constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms. The execution and delivery of this Agreement by such Stockholder do not, and the performance by such Stockholder of its obligations hereunder, will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation, or to the loss of a material benefit under, or result in the creation of any Lien in or upon any of the properties or other assets of such Stockholder under, (i) any organizational documents of such Stockholder, (ii) any Contract to which such Stockholder is a party or is bound or any of its properties or other assets is bound by or subject to or otherwise under which such Stockholder has rights or benefits or (iii) any Law applicable to such Stockholder or its properties or other assets, other than, in the case of clauses (ii) and (iii) above, any such conflicts, violations, breaches, defaults, rights, losses or Liens that individually or in the aggregate are not reasonably likely to impair in any material respect or prevent or materially impede, interfere with, hinder or delay the ability of such Stockholder to perform its obligations hereunder. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Authority is required by or with respect to such Stockholder in connection with its execution, delivery and performance of this Agreement, except for (x) the filing with the SEC of such reports under the Exchange Act as may be required in connection with this Agreement and (y) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to obtained or made individually or in the aggregate are not reasonably likely to impair in any material respect or prevent or materially impede, interfere with, hinder or delay the ability of such Stockholder to perform its obligations hereunder, including the execution and delivery of such Principal Stockholder Consent.

Organization; Authority; Execution and Delivery; No Conflicts; Enforceability. Such The Stockholder (i) is a corporation or limited company, as the case may be, duly organized, validly existing and in good standing under the Laws laws of the jurisdiction of its organization and (ii) in which it is organized. The Stockholder has all requisite (corporate or limited company, as the case may be) power and authority to execute, execute and deliver this Agreement and the written consent in the form attached as Exhibit J to the Merger Agreement (the “Stockholder Consent”) and to perform its obligations under this Agreementhereunder and comply with the terms hereof. The execution, execution and delivery and performance by the Stockholder of this Agreement by such and its Stockholder Consent and the performance of its obligations hereunder and compliance with the terms hereof have been duly authorized by all necessary corporate or organizational action on the part of such Stockholder and no other corporate or organizational proceedings on the part of such Stockholder are necessary to authorize the execution, delivery and performance of this Agreement by such Stockholder. This Agreement The Stockholder has been duly executed and delivered by such Stockholder andthis Agreement, assuming due execution and delivery of this Agreement by Parent and the Company, constitutes the legal, valid and binding obligation of such the Stockholder, enforceable against such the Stockholder in accordance with its terms. The execution and delivery by the Stockholder of this Agreement by such Stockholder do not, and the performance execution and delivery by such the Stockholder of its Stockholder Consent and the performance of its obligations hereunder, hereunder and compliance with the terms hereof will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation, obligation or to the loss of a material benefit under, or result in the creation of any Lien in or (other than Liens created pursuant to this Agreement) upon any of the properties or other assets of such the Stockholder under, any provision of (i) any organizational documents of such the Stockholder, (ii) any Contract to which such the Stockholder is a party or is by which assets of the Stockholder are bound or any of its properties or other assets is bound by or subject to or otherwise under which such Stockholder has rights or benefits or (iii) subject to the filings and other matters referred to in the next sentence, any Law provision of any stature, law, ordinance, regulation, rule, code, executive order, judgment, injunction, decree or other order (“Law”) applicable to such the Stockholder or its properties or other assetsthe assets of the Stockholder, other than, in the case of clauses (ii) and (iii) above, any such conflictsitems that, violations, breaches, defaults, rights, losses or Liens that individually or in the aggregate aggregate, have not materially impaired or delayed, and are not reasonably likely to materially impair in any material respect or prevent or materially impededelay, interfere with, hinder or delay the Stockholder’s ability of such Stockholder to perform its obligations hereunderhereunder or comply with the terms hereof. No consent, approval, order or authorization of, action by or in respect Consent of, or registration, declaration or filing with, any Governmental Authority is required to be obtained or made by or with respect to such the Stockholder in connection with its the execution, delivery and performance of this Agreement, except for Agreement or the execution and delivery of its Stockholder Consent or the performance of its obligations hereunder or the compliance with the terms hereof other than (x) compliance with and filings under the HSR Act, (y) the filing with the SEC of such reports under the Exchange Act as may be required in connection with this Agreement and (yz) such other consents, approvals, orders, authorizationsConsents, registrations, declarations and or filings that are contemplated by the Merger Agreement or the failure of which to obtained obtain or made make are not, individually or in the aggregate are not aggregate, reasonably likely to materially impair in any material respect or prevent or materially impede, interfere with, hinder or delay the Stockholder’s ability of such Stockholder to perform its obligations hereunder, including hereunder or comply with the execution and delivery of such Principal Stockholder Consentterms hereof.

Organization; Authority; Execution and Delivery; No Conflicts; Enforceability. Such The Stockholder (iif not a natural person) is a corporation or limited company, as the case may be, duly organized, validly existing and in good standing under the Laws laws of the jurisdiction of its organization and (ii) in which it is organized. The Stockholder has all requisite (corporate or limited company, as the case may be) power and authority to execute, execute and deliver this Agreement and its Principal Stockholder Consent and to perform its obligations under this Agreementhereunder and comply with the terms hereof. The execution, execution and delivery and performance by the Stockholder of this Agreement by such and its Principal Stockholder Consent and the performance of its obligations hereunder and compliance with the terms hereof have been duly authorized by all necessary corporate or organizational action on the part of such Stockholder and no other corporate or organizational proceedings on the part of such Stockholder are necessary to authorize the execution, delivery and performance of this Agreement by such Stockholder. This Agreement The Stockholder has been duly executed and delivered by such Stockholder andthis Agreement, assuming due execution and delivery of this Agreement by Parent and the Company, constitutes the legal, valid and binding obligation of such the Stockholder, enforceable against such the Stockholder in accordance with its terms. The execution and delivery by the Stockholder of this Agreement by such and its Principal Stockholder Consent do not, and the performance by such Stockholder of its obligations hereunder, hereunder and compliance with the terms hereof will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation, obligation or to the loss of a material benefit under, or result in the creation of any Lien in or (other than Liens created pursuant to this Agreement) upon any of the properties or other assets of such the Stockholder under, any provision of (i) any organizational documents of such Stockholderthe Stockholder (if the Stockholder is not a natural person), (ii) any Contract to which such the Stockholder is a party or is by which assets of the Stockholder are bound or any of its properties or other assets is bound by or subject to or otherwise under which such Stockholder has rights or benefits or (iii) subject to the filings and other matters referred to in the next sentence, any provision of any Judgment or Law applicable to such the Stockholder or its properties or other assetsthe assets of the Stockholder, other than, in the case of clauses (ii) and (iii) above, any such conflictsitems that, violations, breaches, defaults, rights, losses or Liens that individually or in the aggregate aggregate, have not materially impaired or delayed, and are not reasonably likely to materially impair in any material respect or prevent or materially impededelay, interfere with, hinder or delay the Stockholder’s ability of such Stockholder to perform its obligations hereunderhereunder or comply with the terms hereof. No consent, approval, order or authorization of, action by or in respect Consent of, or registration, declaration or filing with, any Governmental Authority Entity is required to be obtained or made by or with respect to such the Stockholder in connection with its the execution, delivery and performance of this Agreement, except for Agreement or the execution and delivery of its Principal Stockholder Consent or the performance of its obligations hereunder or the compliance with the terms hereof other than (x) compliance with and filings under the HSR Act, (y) the filing with the SEC of such reports under the Exchange Act as may be required in connection with this Agreement and (yz) such other consents, approvals, orders, authorizationsConsents, registrations, declarations and or filings that are contemplated by the Merger Agreement or the failure of which to obtained obtain or made make are not, individually or in the aggregate are not aggregate, reasonably likely to materially impair in any material respect or prevent or materially impede, interfere with, hinder or delay the Stockholder’s ability of such Stockholder to perform its obligations hereunderhereunder or comply with the terms hereof. If the Stockholder is married and the Subject Shares of the Stockholder constitute community property or if spousal or other approval is required for this Agreement and its Principal Stockholder Consent to be legal, including valid and binding, this Agreement and its Principal Stockholder Consent have been duly authorized, executed and delivered by, and constitute a valid and binding agreement of, the Stockholder’s spouse, enforceable against such spouse in accordance with its terms. No trust of which the Stockholder is a trustee requires the consent of any beneficiary to the execution and delivery of such this Agreement or its Principal Stockholder ConsentConsent or to the consummation of the transactions contemplated hereby.

Organization; Authority; Execution and Delivery; No Conflicts; Enforceability. Such Stockholder Artal (i) is a corporation or limited company, as the case may be, duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization and (ii) has all requisite (corporate or limited company, as the case may be) power and authority to execute, deliver and perform its obligations under this Agreement. The execution, delivery and performance of this Agreement by such Stockholder Artal have been duly authorized by all necessary corporate or organizational action on the part of such Stockholder Artal and no other corporate or organizational proceedings on the part of such Stockholder Artal are necessary to authorize the execution, delivery and performance of this Agreement by such StockholderArtal. This Agreement has been duly executed and delivered by such Stockholder Artal and, assuming due execution and delivery of this Agreement by Parent and the Company, constitutes the legal, valid and binding obligation of such StockholderArtal, enforceable against such Stockholder Artal in accordance with its terms. The execution and delivery of this Agreement by such Stockholder Artal do not, and the performance by such Stockholder Artal of its obligations hereunder, will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation, or to the loss of a material benefit under, or result in the creation of any Lien in or upon any of the properties or other assets of such Stockholder Artal under, (i) any organizational documents of such StockholderArtal, (ii) any Contract to which such Stockholder Artal is a party or is bound or any of its properties or other assets is bound by or subject to or otherwise under which such Stockholder Artal has rights or benefits benefits, or (iii) any Law applicable to such Stockholder Artal or its properties or other assets, other than, in the case of clauses (ii) and (iii) above, any such conflicts, violations, breaches, defaults, rights, losses or Liens that individually or in the aggregate are not reasonably likely to impair in any material respect or prevent or materially impede, interfere with, hinder or delay the ability of such Stockholder Artal to perform its obligations hereunder. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Authority Entity is required by or with respect to such Stockholder Artal in connection with its execution, delivery and performance of this Agreement, except for (x) the filing with the SEC of such reports under the Exchange Act as may be required in connection with this Agreement and (y) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to obtained or made individually or in the aggregate are not reasonably likely to impair in any material respect or prevent or materially impede, interfere with, hinder or delay the ability of such Stockholder Artal to perform its obligations hereunder, including the execution and delivery of such Principal the Stockholder Consent.

Organization; Authority; Execution and Delivery; No Conflicts; Enforceability. Such The Stockholder (i) is a corporation or limited company, as the case may be, duly organized, validly existing and in good standing under the Laws laws of the jurisdiction of its organization and (ii) in which it is organized. The Stockholder has all requisite (corporate or limited company, as the case may be) power and authority to execute, execute and deliver this Agreement and the written consent in the form attached as Exhibit J to the Merger Agreement (the "Stockholder Consent") and to perform its obligations under this Agreementhereunder and comply with the terms hereof. The execution, execution and delivery and performance by the Stockholder of this Agreement by such and its Stockholder Consent and the performance of its obligations hereunder and compliance with the terms hereof have been duly authorized by all necessary corporate or organizational action on the part of such Stockholder and no other corporate or organizational proceedings on the part of such Stockholder are necessary to authorize the execution, delivery and performance of this Agreement by such Stockholder. This Agreement The Stockholder has been duly executed and delivered by such Stockholder andthis Agreement, assuming due execution and delivery of this Agreement by Parent and the Company, constitutes the legal, valid and binding obligation of such the Stockholder, enforceable against such the Stockholder in accordance with its terms. The execution and delivery by the Stockholder of this Agreement by such Stockholder do not, and the performance execution and delivery by such the Stockholder of its Stockholder Consent and the performance of its obligations hereunder, hereunder and compliance with the terms hereof will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation, obligation or to the loss of a material benefit under, or result in the creation of any Lien in or (other than Liens created pursuant to this Agreement) upon any of the properties or other assets of such the Stockholder under, any provision of (i) any organizational documents of such the Stockholder, (ii) any Contract to which such the Stockholder is a party or is by which assets of the Stockholder are bound or any of its properties or other assets is bound by or subject to or otherwise under which such Stockholder has rights or benefits or (iii) subject to the filings and other matters referred to in the next sentence, any Law provision of any stature, law, ordinance, regulation, rule, code, executive order, judgment, injunction, decree or other order ("Law") applicable to such the Stockholder or its properties or other assetsthe assets of the Stockholder, other than, in the case of clauses (ii) and (iii) above, any such conflictsitems that, violations, breaches, defaults, rights, losses or Liens that individually or in the aggregate aggregate, have not materially impaired or delayed, and are not reasonably likely to materially impair in any material respect or prevent or materially impededelay, interfere with, hinder or delay the Stockholder's ability of such Stockholder to perform its obligations hereunderhereunder or comply with the terms hereof. No consent, approval, order or authorization of, action by or in respect Consent of, or registration, declaration or filing with, any Governmental Authority is required to be obtained or made by or with respect to such the Stockholder in connection with its the execution, delivery and performance of this Agreement, except for Agreement or the execution and delivery of its Stockholder Consent or the performance of its obligations hereunder or the compliance with the terms hereof other than (x) compliance with and filings under the HSR Act, (y) the filing with the SEC of such reports under the Exchange Act as may be required in connection with this Agreement and (yz) such other consents, approvals, orders, authorizationsConsents, registrations, declarations and or filings that are contemplated by the Merger Agreement or the failure of which to obtained obtain or made make are not, individually or in the aggregate are not aggregate, reasonably likely to materially impair in any material respect or prevent or materially impede, interfere with, hinder or delay the Stockholder's ability of such Stockholder to perform its obligations hereunder, including hereunder or comply with the execution and delivery of such Principal Stockholder Consentterms hereof.