Common use of Representations and Warranties and Covenants Clause in Contracts

Representations and Warranties and Covenants. 9.1 Each Party represents and warrants to the other Parties that: (i) it is a duly incorporated and validly existing legal person in its country of incorporation and has all requisite corporate power and authority to conduct its business in accordance with its business license, articles of association or similar corporate organizational documents; (ii) it has the full power and authority and has taken all corporate actions necessary to enter into, to execute and deliver and to perform all its obligations under this Agreement, as the case may be, and to consummate the transactions contemplated herein and therein; (iii) upon execution, this Agreement will constitute its valid and binding obligations enforceable against it in accordance with their terms; (iv) no notices, reports or other filings are required to be made by it with, nor are any consents, waivers, authorization, registrations, approvals, declarations, permits or expiration of any applicable waiting periods are required to be obtained by it from, any Government Authority in connection with the execution or delivery of this Agreement; (v) no litigation, judicial or governmental proceeding is pending, or to the best of its knowledge threatened against it, which would have a material adverse effect on its financial condition or business or its ability to carry out the transactions contemplated herein and therein; and (vi) it is not related to any anti-social forces. 9.2 Each Party shall (a) provide the means and facilities necessary to carry out its respective tasks set out hereunder in a professional manner, (b) provide appropriate and qualified personnel for the performance of its respective tasks hereunder, (c) use all reasonable efforts to carry out the Work and their respective tasks within the period fixed by the time schedule agreed to by the Parties, (d) ascertain that the Work will be carried out in full accordance with the stipulations of this Agreement, (e) maintain the Work in confidence pending disclosure to and protection; and (f) not to knowingly or negligently use knowledge in violation of third parties’ rights. 9.3 The Parties acknowledge that Background Information, Sideground Information, Project Sideground Information, Results, Improvements and all other information provided by one Party to another under the Agreement are provided on an “AS IS” basis, without any express or implied warranty, including but not limited to, any and all warranties as to their commercial exploitation, safety, fitness or conformity for any particular purpose or use, accuracy and absence of defects, nor as to the absence of any dependence upon or infringement of proprietary rights of third parties. 9.4 Except as provided in Article 9.2, the Parties do not represent nor warrant to each other that any advice or information given by them or by any of their respective employees who work on any part of the Project, or the content or use of any Results, Background Information, Sideground Information, Project Sideground Information, Improvement or materials, works or information provided in connection with the Project will not constitute or result in any infringement of third-party rights.

Representations and Warranties and Covenants. 9.1 3.1 Each Party represents and warrants to the other Parties that: (i) it as follows: 3.1.1 It is a duly incorporated organized and validly existing legal person under the laws of jurisdiction in its country of incorporation which it is incorporated and has all requisite the necessary corporate power and authority to conduct carry on its business in accordance with its business license, articles of association or similar corporate organizational documents; (ii) it business. 3.1.2 It has the full all necessary power and authority and has taken all corporate actions necessary to enter into, to execute and deliver and to perform all its obligations under this Agreement, as the case may be, and to consummate the transactions contemplated herein and therein; (iii) upon execution, this Agreement will and this Agreement shall constitute its valid and binding obligations enforceable against it in accordance with their terms; (iv) no notices, reports or other filings are required to be made by it with, nor are any consents, waivers, authorization, registrations, approvals, declarations, permits or expiration of any applicable waiting periods are required to be obtained by it from, any Government Authority in connection with the obligations. The execution or and delivery of this Agreement; (v) Agreement has been duly and validly authorised and no litigation, judicial other corporate action or governmental proceeding is pending, or to the best of its knowledge threatened against it, which would have a material adverse effect on its financial condition or business or its ability part is necessary to carry out the transactions contemplated herein and therein; and (vi) it is not related to any anti-social forcesauthorise execution of this Agreement. 9.2 Each Party shall 3.1.3 The execution and delivery of this Agreement does not and will not: (a) provide the means and facilities necessary to carry out contravene any provisions of its respective tasks set out hereunder in a professional manner, charter documents or its memorandum of association or articles of association; (b) provide appropriate and qualified personnel for excluding the performance Other Shareholder Agreements (each of its respective tasks hereunderwhich shall stand terminated on the Effective Date), to the extent applicable to such Party, result in a default or give rise to any right of termination, cancellation or acceleration under any of the terms, conditions or provisions of any material indenture, mortgage, note, lien, license, government registration, contract, lease, agreement or other instrument or obligation to which it is a party or by which it is bound; or (c) use all reasonable efforts violate any order, writ, judgement, injunction, decree, statute, ordinance, rule or regulation applicable to carry out the Work it. 3.1.4 No order has been made, petition presented, resolution passed or meeting convened for its liquidation, winding up and/or for an administration order against it and their respective tasks within the period fixed there are no cases or proceedings under any applicable insolvency, reorganisation, or similar applicable Laws and no events have occurred which, under applicable Laws, would justify and result in any such cases or proceedings, other than as disclosed by the time Company in the disclosure schedule agreed to delivered by the Parties, (d) ascertain that Company pursuant to the Work will be carried out in full accordance with the stipulations of Share Purchase Agreement. 3.1.5 Except for this Agreement, the Implementation Agreement and the Other Shareholder Agreements (e) maintain each of which shall stand terminated on the Work in confidence pending disclosure Effective Date), to and protection; and (f) the extent applicable to such Party, such Party has not entered into or agreed to knowingly be bound by any other agreements or negligently use knowledge in violation arrangements of third parties’ rights. 9.3 The Parties acknowledge that Background Information, Sideground Information, Project Sideground Information, Results, Improvements and all any kind with any other information provided by one Party with respect to another under the Agreement are provided on an “AS IS” basis, without any express or implied warrantyEquity Shares, including but agreements or arrangements with respect to the acquisition, disposition or other transfer of the Equity Shares or any interest therein or the voting of the Equity Shares, election of Directors or otherwise relating to the management and/or governance of the Company (whether or not limited tosuch agreements and arrangements are with the Company or any other Shareholder) and or any trust, proxy, power of attorney, pooling arrangement or any and all warranties as to their commercial exploitationother contract, safety, fitness arrangement or conformity for any particular device with the purpose or use, accuracy and absence effect of defects, nor as to the absence divesting such Shareholder of any dependence upon or infringement of proprietary rights of third parties. 9.4 Except as provided in Article 9.2, the Parties do not represent nor warrant to each other that any advice or information given by them or by any of their respective employees who work on any part beneficial ownership of the Project, or the content or use of any Results, Background Information, Sideground Information, Project Sideground Information, Improvement or materials, works or information provided in connection with the Project will not constitute or result in any infringement of third-party rightsEquity Shares.

Representations and Warranties and Covenants. 9.1 3.1. Each Party of the parties hereto represents and warrants to the other Parties parties that: : (ia) it is a duly incorporated and validly existing legal person in its country of incorporation and such party has all requisite corporate power and authority to conduct its business in accordance with its business license, articles of association or similar corporate organizational documents; (ii) it has the full power and other authority and has taken all corporate actions power necessary to enter into, to execute and deliver and to perform all its obligations under this Agreement, as the case may be, Agreement and to consummate the transactions and perform its obligations contemplated herein hereby; (b) the execution and thereindelivery of this Agreement and the consummation of the transactions and performance of its obligations contemplated hereby have been duly and validly authorized by all required corporate or other action on the part of such party and no other proceedings on the part of such party are necessary to authorize the execution and delivery of this Agreement or to consummate the transactions and perform its obligations contemplated hereby; (c) this Agreement has been duly and validly executed and delivered by such party and constitutes the valid and binding obligation of such party enforceable against such party in accordance with its terms; and (iiid) upon execution, this Agreement will constitute its valid and binding obligations enforceable against it not result in accordance with their terms; (iv) no notices, reports or other filings are required to be made by it with, nor are any consents, waivers, authorization, registrations, approvals, declarations, permits or expiration a violation of any applicable waiting periods are required terms or provisions of any agreements to which such person is a party or by which such party may otherwise be obtained by it frombound or of any law, any Government Authority in connection with the execution rule, license, regulation, judgment, order or delivery of this Agreement; (v) no litigation, judicial decree governing or governmental proceeding is pending, or affecting such party. 3.2. Prior to the best of its knowledge threatened against it, which would have a material adverse effect on its financial condition or business or its ability to carry out the transactions contemplated herein and therein; and (vi) it is not related to any anti-social forces. 9.2 Each Party shall (a) provide the means and facilities necessary to carry out its respective tasks set out hereunder in a professional manner, (b) provide appropriate and qualified personnel for the performance of its respective tasks hereunder, (c) use all reasonable efforts to carry out the Work and their respective tasks within the period fixed by the time schedule agreed to by the Parties, (d) ascertain that the Work will be carried out in full accordance with the stipulations date of this Agreement, (e) maintain the Work in confidence pending disclosure Company terminated the employment of Xxxxxxx X. Xxxxxx pursuant to the terms of the Separation Agreement, a copy of which was made available to the Sarissa Group prior to the date hereof. The Company shall enforce all of the terms and protection; provisions of, and (f) comply with the terms and provisions of, such Separation Agreement, and shall not amend, waive or modify any of the terms or provisions thereof, or enter into any other agreement or understanding with respect to knowingly or negligently use knowledge in violation the subject matter thereof, without the prior written consent of third parties’ rightsthe Sarissa Group. 9.3 The Parties acknowledge that Background Information3.3. From and after the date of this Agreement, Sideground Information, Project Sideground Information, Results, Improvements the Designees shall be covered by the same indemnification and all other information provided by one Party to another under the Agreement insurance provisions and coverage as are provided on an “AS IS” basis, without any express or implied warranty, including but not limited to, any and all warranties as to their commercial exploitation, safety, fitness or conformity for any particular purpose or use, accuracy and absence of defects, nor as applicable to the absence individuals that are currently directors of any dependence upon or infringement the Company and be offered the right to enter into the same indemnification agreements, if any, generally offered to other directors of proprietary rights of third partiesthe Company. 9.4 Except as provided in Article 9.23.4. The Company represents, warrants, covenants and agrees that, to the extent any contract, plan, agreement, indenture or arrangement of the Company or any Subsidiary thereof (including indemnification agreements, instruments governing indebtedness or provisions of the certificate of incorporation or bylaws of the Company or any Subsidiary thereof) has “continuing director” or similar concepts, the Parties do not represent nor warrant Board has resolved, at or prior to the execution of this Agreement, that each other that any advice or information given by them or Designee shall, to the extent permitted by any of their respective employees who work on any part such arrangements, be deemed a “continuing director” (or similar term) for all purposes thereof and that each Designee shall be deemed to have been endorsed and approved by a majority of the Projectdirectors of the Company (and that, or to the content or use of any Resultsextent applicable, Background Information, Sideground Information, Project Sideground Information, Improvement or materials, works or information provided such endorsement is not in connection with an actual or threatened proxy contest relating to the Project will not constitute election of directors of the Company) before the date hereof. 3.5. The Company hereby agrees that it shall not, for so long as any Designee is a member of the Board (a) adopt any policies applicable to directors that are inconsistent with the provisions of this Agreement and to the extent any such policies are inconsistent with the terms of this Agreement, the terms of this Agreement shall govern or result (b) amend the provisions of the Company’s bylaws governing the timing of nominations of persons for election to the Board and the proposal of business to be considered by the Company’s stockholders. 3.6. Each of the Company and the Sarissa Group shall separately enter into a release of liability agreement with each of Xxxxxxx Xxxxxx, Xxxxxxxxx X. Xxxxxxxx, Xxxxxxx X. XxXxxx, Xxxx X. Xxxx, and Xxxxxxx X. Xxxxxxx in any infringement the forms agreed to prior to the date hereof. 3.7. Promptly following the execution of thirdthis Agreement, the Company shall announce the terms hereof solely by the filing with the SEC of a Form 8-party rightsK approved in writing by the Sarissa Group and the Company shall make no other public announcement of the terms hereof without the prior written consent of the Sarissa Group; provided, however, the Company may make a subsequent public disclosure of the contents of the aforementioned Form 8-K without further approval of the Sarissa Group.

Representations and Warranties and Covenants. 9.1 Each Party represents 8.1 The Company hereby represents, warrants, undertakes and warrants to covenants, as of the other Parties date hereof and until the commencement of trading of the Equity Shares on the Stock Exchanges, that: : (ia) it is this Agreement has been duly authorized, executed and delivered by the Company and is, and will constitute, a duly incorporated valid and validly existing legal person in its country of incorporation and has all requisite corporate power and authority to conduct its business legally binding instrument, enforceable against the Company in accordance with its business licenseterms. The execution and delivery by the Company of, articles and the performance by the Company of association or similar corporate organizational documents; (ii) it has the full power and authority and has taken all corporate actions necessary to enter into, to execute and deliver and to perform all its obligations under this Agreement, does not conflict with, or, result in a breach or violation of any provision of Applicable Law or the constitutional documents of the Company or any agreement or other instrument binding on the Company or any judgment, order or decree of any Governmental Authority having jurisdiction over the Company. No consent, approval, authorization or order of, or qualification with, any Governmental Authority is required for the performance by the Company of its obligations under this Agreement, except such as have been obtained or shall be obtained prior to the completion of the Offer. Further, the Company has complied with and shall comply with the terms and conditions of such consents and approvals and all Applicable Law in relation to the Offer and any matter incidental thereto; (b) No mortgage, charge, pledge, lien, or any other security, interest or other Encumbrance shall be created or exist over the Escrow Account, the Public Offer Account, Refund Account or the monies deposited therein other than as may be expressly provided under this Agreement; and (c) Subject to Clause 3.2.4.2, the Company shall not have recourse to any proceeds of the Offer, including any amounts in the Public Offer Account, until the final listing and trading approvals from the Stock Exchanges have been obtained. 8.2 The Selling Shareholder hereby in respect of itself/himself, its/his respective portion of the Offered Shares and the Offer, represents, warrants, undertakes and covenants, as of the date hereof and up to the date of commencement of listing and trading of the Equity Shares of the Company: (a) This Agreement has been duly authorized, executed and delivered by it and is a valid and legally binding instrument, enforceable against it in accordance with its terms. The execution and delivery by it, and the performance by it, of its respective obligations (if any) under this Agreement does not and will not contravene or violate or may result in breach or violation of (i) any provision of Applicable Law; (ii) its memorandum of association, articles of association or constitutional documents, as applicable; or (iii) any agreement by which it is bound. No consent, approval, authorization of, any governmental body or agency is required for the performance by it of its respective obligations under this Agreement except such as have been obtained or shall be obtained prior to the completion of the Offer; (b) No mortgage, charge, pledge, lien, trust, or any other security interest or other Encumbrance shall be created or exist over the Escrow Accounts, the Public Offer Account, Refund Account or the monies deposited therein; and (c) Subject to Applicable Law, the Selling Shareholder shall not have recourse to any proceeds of the Offer including any amounts in the Public Offer Account until the final listing and trading approval from the Stock Exchange has been obtained by the Company. 8.3 The Selling Shareholder acknowledges and agrees that payment of STT in relation to the Offer is its obligation, and any deposit of such tax by the Book Running Lead Managers (directly from the Public Offer Account after transfer of funds from the Anchor Escrow Account and the ASBA Accounts to the Public Offer Account and upon receipt of final listing and trading approvals from the Stock Exchanges, in the manner to be set out in the Offer Documents as well as in this Agreement) is only a procedural requirement as per applicable taxation laws and that the Book Running Lead Managers shall not derive any economic benefits from the transaction relating to the payment of securities transaction tax. Accordingly, the Selling Shareholder agrees and undertakes that in the event of any future proceeding or litigation by the Indian revenue authorities against any of the Book Running Lead Managers relating to payment of STT in relation to the Offer, it shall furnish all necessary reports, documents, papers or information as may be required or requested by the Book Running Lead Managers to provide independent submissions for themselves, or their respective Affiliates, in any litigation or arbitration proceeding and/or investigation by any Governmental Authority and defray any costs and expenses that may be incurred by the Book Running Lead Managers in this regard. Such STT shall be deducted based on Chartered Accountant Certificate, and provided to the Book Running Lead Managers and the Book Running Lead Managers shall have no liability towards determination of the quantum of STT to be paid. The Selling Shareholder hereby agrees that the Book Running Lead Managers shall not be liable in any manner whatsoever to the Selling Shareholder for any failure or delay in the payment of the whole or any part of any amount due as STT in relation to the Offer. 8.4 The Registrar, Escrow Collection Bank/the Public Offer Account Bank/ Refund Bank/ Sponsor Banks, in their respective capacities, represent, warrant, undertake and covenant that: (a) This Agreement constitutes a valid, legal and binding obligation on their respective parts enforceable against the respective parties in accordance with the terms hereof; (b) The execution, delivery and performance of this Agreement and the Assignment does not and will not contravene or constitute a breach of: (a) any Applicable Law, (b) the constitutional documents of such Party, or (c) any provisions of, or constitute a default under, any other agreement or instrument or undertaking to which it is a party or which is binding on such Party or any of its assets , or (d) any agreement or instrument binding on the Bankers to the Offer and the Registrar, or result in the imposition of any pre-emptive or similar rights, liens, mortgages, charges, pledges, trusts or any other encumbrance or transfer restrictions, both present and future on any property or assets of the Bankers to the Offer and the Registrar. No consent, approval, authorization or order of, or qualification with, any Government Authority is required for the performance by the Company of its obligations under this Agreement, except as has been obtained or shall be obtained prior to completion of the Offer; and (c) it has been granted a UPI certification as specified in the November 2018 Circular with NPCI and such certification is valid as on date and it is in compliance with the terms and conditions of such certification; (d) No mortgage, charge, pledge, lien, trust, or any other security interest or other Encumbrance shall be created or exist over the Escrow Accounts, the Public Offer Account, Refund Account or the monies deposited therein. 8.5 Each of the Sponsor Banks specifically represents, warrants, undertakes and covenants for itself to the Book Running Lead Managers, the Company and Selling Shareholder that: (a) it has been registered with the SEBI as a ‘banker to an issue’ in terms of the Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994, as amended and has been granted a UPI certification as specified in the UPI Circulars with NPCI and such certification is valid as on date and it is in compliance with the terms and conditions of such certification; (b) it has conducted a mock trial run of the systems necessary to undertake its obligations as a Sponsor Bank, as specified by the UPI Circulars and other Applicable Law, with the Stock Exchange and the registrar and transfer agents; (c) its information technology systems, equipment and software (i) operate and perform in all material respects in accordance with their documentation and functional specifications; (ii) have not materially malfunctioned or failed in the past, including in the course of discharging obligations similar to the ones contemplated herein; (iii) are free of any viruses, or other similar undocumented software or hardware components that are designed to interrupt use of, permit unauthorized access to, or disable, damage or erase, any software material to the business of the Sponsor Bank; and (iv) are the subject of commercially reasonable backup and disaster recovery technology processes consistent with industry standard practices; (d) it has certified to the SEBI about its readiness to act as a sponsor bank and for inclusion of its name in the SEBI’s list of sponsor banks, as per the format specified in the UPI Circulars and that there has been no adverse occurrences that affect such confirmation to the SEBI; and (e) it is compliant with Applicable Law and has in place all necessary infrastructure in order for it to undertake its obligations as a sponsor bank, in accordance with this Agreement, UPI Circulars and Applicable Law. 8.6 Each of the Bankers to the Offer represents, warrants, undertakes and covenants for itself to the Book Running Lead Managers, the Company and the Selling Shareholder that it is a scheduled bank as defined under the Companies Act and that SEBI has granted it a ‘Certificate of Registration’ to act as Banker to the Offer in accordance with the Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994, as amended or clarified from time to time, and such certificate is and, until completion of the Offer, will be valid and in existence and that the Escrow Collection Bank/the Public Offer Account Bank/ Refund Bank/ Sponsor Banks, in their respective capacities shall and, until completion of the Offer, will be entitled to carry on business as Banker to the Offer under the Securities and Exchange Board of India Act, 1992 and other Applicable Law. Further, the Bankers to the Offer confirm that it has not violated any of the conditions subject to which such registration has been granted and no disciplinary or other proceedings have been commenced against it by SEBI or any other regulatory authority which will affect the performance of its obligations under this Agreement and that it is not debarred or suspended from carrying on any activities by SEBI or any other regulatory or judicial authority such that such debarment or suspension will affect the performance of its obligations under this Agreement. It shall abide by the SEBI ICDR Regulations, any rules, regulation or by-laws of the Stock Exchanges, code of conduct stipulated in the Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994, as amended, and the terms and conditions of this Agreement. 8.7 The Escrow Collection Bank confirms that it shall identify the branches for collection of application monies, in conformity with the guidelines issued by SEBI from time to time. 8.8 Each of the Escrow Collection Bank, the Public Offer Account Bank, the Refund Bank and the Sponsor Banks further represents and warrants, on behalf of itself and their Correspondent Banks, to the Book Running Lead Managers, the Company and the Selling Shareholder that it has the necessary competence, facilities and infrastructure to act as an Escrow Collection Bank, the Public Offer Account Bank, Refund Bank or Sponsor Bank as the case may be, and discharge its duties and obligations under this Agreement. 8.9 The Escrow Collection Bank/ Public Offer Account Bank/ Refund Bank/ Sponsor Banks and the Registrar to consummate the transactions contemplated herein Offer shall extend all co-operation and therein; support to the BRLMs in identifying the Relevant Intermediary which is responsible for delay in unblocking of amounts in the ASBA Accounts exceeding four (iii4) upon executionWorking Days from the Bid/Offer Closing Date or such other time as may be prescribed under the Applicable Law. 8.10 None of the Registrar, this Agreement will constitute its valid the Escrow Collection Bank, the Public Offer Account Bank, the Refund Bank and binding obligations enforceable against it in accordance with the Sponsor Banks, their terms; (iv) no notices, reports or other filings are required to be made by it withAffiliates, nor are any consents, waivers, authorization, registrations, approvals, declarations, permits or expiration of any applicable waiting periods are required to be obtained by it from, any Government Authority in connection with the execution or delivery of this Agreement; (v) no litigation, judicial or governmental proceeding is pending, or to the best of its knowledge threatened against it, which would have a material adverse effect on its financial condition or business or its ability to carry out the transactions contemplated herein and therein; and (vi) it is not related to any anti-social forces. 9.2 Each Party shall (a) provide the means and facilities necessary to carry out its respective tasks set out hereunder in a professional manner, (b) provide appropriate and qualified personnel for the performance of its respective tasks hereunder, (c) use all reasonable efforts to carry out the Work and their respective tasks within the period fixed by the time schedule agreed to by the Parties, (d) ascertain that the Work will be carried out in full accordance with the stipulations of this Agreement, (e) maintain the Work in confidence pending disclosure to and protection; and (f) not to knowingly or negligently use knowledge in violation of third parties’ rights. 9.3 The Parties acknowledge that Background Information, Sideground Information, Project Sideground Information, Results, Improvements and all other information provided by one Party to another under the Agreement are provided on an “AS IS” basis, without any express or implied warranty, including but not limited to, any and all warranties as to their commercial exploitation, safety, fitness or conformity for any particular purpose or use, accuracy and absence of defects, nor as to the absence of any dependence upon or infringement of proprietary rights of third parties. 9.4 Except as provided in Article 9.2, the Parties do not represent nor warrant to each other that any advice or information given by them or by any of their respective employees who work directors, officers, employees, agents, or representatives, or any other person associated with or acting on behalf of any part of the Projectforegoing has, directly or indirectly, taken or failed to take or will take or fail to take any action, or the content made or use will make offers or sales of any Resultssecurity, Background Informationor solicited offers to buy any security, Sideground Informationor otherwise negotiated in respect of any security, Project Sideground Information, Improvement or materials, works or information provided in connection with under circumstances that would require the Project will not constitute or result in any infringement registration of third-party rightsthe Equity Shares under the U.S. Securities Act.

Representations and Warranties and Covenants. 9.1 8.1 Each Party hereby represents and warrants to the other Parties that: Party as follows: (ia) it Such Party is a company/corporation, duly incorporated and organized, validly existing legal person and in good standing under the laws of the jurisdiction of its country incorporation or organization, is qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which the conduct of incorporation and has all requisite corporate power and authority to conduct its business in accordance with or the ownership of its business license, articles of association or similar corporate organizational documents; (ii) it has the full power properties requires such qualification and authority and has taken all corporate actions necessary failure to enter into, to execute and deliver and to perform all have such would prevent such Party from performing its obligations under this Agreement, as the case may be, and to consummate the transactions contemplated herein and therein; ; (iiib) upon The execution, delivery and performance of this Agreement will constitute its by such Party have been duly authorized by all necessary corporate or organizational action. This Agreement is a legal and valid obligation binding on such Party and binding obligations enforceable against it in accordance with their terms; its terms and does not (ivi) no noticesto such Party’s knowledge, reports violate any law, rule, regulation, order, writ, judgment, decree, determination or award of any court, governmental body or administrative or other filings are required agency having jurisdiction over such Party, or (ii) conflict with, or constitute a default under, any agreement, instrument or understanding, oral or written, to which such Party is a party or by which it is bound; (c) Other than the Regulatory Approvals, no government authorization, consent, approval, license, exemption of, or filing or registration with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, under any Applicable Laws currently in effect, is or will be made necessary for, or in connection with, the transaction contemplated by this Agreement or any other agreement or instrument executed in connection herewith, or for the performance by it withof its obligations under this Agreement and such other agreements; (d) Such Party is (i) not, nor are and during the Term shall not be, a Debarred Entity; and (ii) not currently using, and will not in the future use, in any consentscapacity, waivers, authorization, registrations, approvals, declarations, permits or expiration of any applicable waiting periods are required to be obtained by it from, any Government Authority in connection with the execution performance of its duties or delivery obligations hereunder, the services of this Agreement; any person or entity debarred or subject to debarment under 21 U.S.C. § 335a or otherwise disqualified or suspended from performing services or otherwise subject to any restrictions or sanctions by the FDA (v) no litigationa “Debarred Entity”). Such Party shall immediately notify the other Party in writing if either such Party or any person or entity who is performing services on its behalf hereunder is or becomes a Debarred Entity or if any action, judicial claim, investigation, or governmental other legal or administrative proceeding is pendingpending or, or to the best of its knowledge threatened against itsuch Party’s knowledge, which threatened, that would have make the other Party or any person or entity performing services hereunder a material adverse effect on its financial condition or business or its ability to carry out the transactions contemplated herein and therein; and (vi) it is not related to any anti-social forces.Debarred Entity; 9.2 Each Party shall (a) provide the means and facilities necessary to carry out its respective tasks set out hereunder in a professional manner, (b) provide appropriate and qualified personnel for the performance of its respective tasks hereunder, (c) use all reasonable efforts to carry out the Work and their respective tasks within the period fixed by the time schedule agreed to by the Parties, (d) ascertain that the Work will be carried out in full accordance with the stipulations of this Agreement, (e) maintain Such Party will not take or permit its Affiliates to take, any action to make the Work Product unfit for commerce under any applicable regulatory requirements in confidence pending disclosure to and protection; and the Territory (f) not to knowingly or negligently use knowledge in violation of third parties’ rights. 9.3 The Parties acknowledge that Background Informationincluding, Sideground Information, Project Sideground Information, Results, Improvements and all other information provided by one Party to another under the Agreement are provided on an “AS IS” basis, without any express or implied warranty, including but not limited to, any and all warranties being adulterated or misbranded as to their commercial exploitationdefined under the FD&C Act or becoming an article that may not, safetyunder the FD&C Act, fitness be introduced into interstate commerce); (f) as of the Effective Date there are no litigation proceedings, investigations or conformity for any particular purpose or use, accuracy and absence of defects, nor as to the absence claims of any dependence upon nature pending against, or infringement to its Knowledge, threatened by or against, such Party that may affect fulfilment of proprietary the rights and obligations of third parties. 9.4 Except as provided in Article 9.2, the Parties do not represent nor warrant to each other that any advice or information given by them or by any of their respective employees who work on any part of the Project, or the content or use of any Results, Background Information, Sideground Information, Project Sideground Information, Improvement or materials, works or information provided in connection with the Project will not constitute or result in any infringement of third-party rights.under this Agreement; and

Representations and Warranties and Covenants. 9.1 Each Party represents 8.1 The Company hereby represents, warrants, undertakes and warrants covenants, and as of the dates of each of the Red Xxxxxxx Prospectus, Prospectus, and as on the date of commencement of listing and trading of the Equity Shares of the Company, that: a. this Agreement and each of the Transaction Agreements to which the Company is a party has been and will be duly authorized, executed and delivered by it and is a valid and legally binding instrument, enforceable against it in accordance with their respective terms. The execution and delivery by it of, and the performance by it of its obligations (if any) under this Agreement and each of the Transaction Agreements does not and will not contravene, violate or result in a breach or default (and there has not been any event that has occurred that with the giving of notice or lapse of time or both may constitute a default or may result in imposition of any Encumbrance on any of its properties or assets or any other Parties that: agreement or instrument to which it is a party or by which it is bound or to which its properties or assets are subject) under (i) it is a duly incorporated and validly existing legal person in its country any provision of incorporation and has all requisite corporate power and authority to conduct its business in accordance with its business license, articles of association or similar corporate organizational documentsApplicable Law; (ii) the memorandum of association or articles of association of the Company, if applicable; or (iii) any judgment, order or decree of any Governmental Authority having jurisdiction over it. No consent, approval, authorization of, any governmental body or agency is required for the performance by it has of its obligations under this Agreement and each of the full power Transaction Agreements, except such as have been obtained or shall be obtained prior to the completion of the Issue; b. No mortgage, charge, pledge, lien, trust, or any other security interest or other Encumbrance shall be created or exist over the Escrow Account, the Public Issue Account, Refund Account or the monies deposited therein; and c. Subject to Clause 3.2.4.2, the Company shall not have recourse to any proceeds of the Issue, including any amounts in the Public Issue Account, until the final listing and authority trading approvals from the Stock Exchanges have been obtained. d. It shall pay stamp duty on the issue of Equity Shares in the Issue, and has taken all corporate actions necessary the stamp duty shall be payable in accordance with Applicable Laws. 8.2 The Registrar, Escrow Collection Bank/the Public Issue Account Bank/ Refund Bank/ Sponsor Banks, in their respective capacities, represent, warrant, undertake and covenant as of the dates of each of the Red Xxxxxxx Prospectus, Prospectus, and as on the date of commencement of listing and trading of the Equity Shares of the Company that: a. This Agreement constitutes a valid, legal and binding obligation on their respective parts enforceable against the respective parties in accordance with the terms hereof; b. The execution, delivery and performance of this Agreement and the Assignment does not and will not contravene or constitute a breach of: (a) any Applicable Law, (b) the constitutional documents of such Party, (c) any provisions of, or constitute a default under, any other agreement or instrument or undertaking to enter intowhich it is a party or which is binding on such Party or any of its assets or to which any of its property or assets is subject or which may result in imposition of any Encumbrances and no consent, to execute and deliver and to perform all approval, authorization or order of, or qualification with, any Governmental Authority is required for the performance by the Company of its obligations under this Agreement, except as has been obtained or shall be obtained prior to completion of the Issue, or (d) or any judgement, decree of any governmental or regulatory body, administrative agency, arbitrator or court or other authority having jurisdiction over it; and c. it has been granted a UPI certification as specified in the SEBI ICDR Master Circular with NPCI and such certification is valid as on date and it is in compliance with the terms and conditions of such certification; d. No mortgage, charge, pledge, lien, trust, or any other security interest or other Encumbrance shall be created or exist over the Escrow Accounts, the Public Issue Account, Refund Account or the monies deposited therein. 8.3 Each of the Sponsor Banks specifically represents, warrants, undertakes and covenants for itself to the Book Running Lead Managers, the Company that as of the dates of each of the Red Xxxxxxx Prospectus, Prospectus, and as on the date of commencement of listing and trading of the Equity Shares of the Company: a. it has been registered with the SEBI as a ‘banker to an issue’ in terms of the Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994, as amended and has been granted a UPI certification as specified in the UPI Circulars with NPCI and such certification is valid as on date and it is in compliance with the terms and conditions of such certification; b. it has conducted a mock trial run of the systems necessary to undertake its obligations as a Sponsor Banks, as specified by the UPI Circulars and other Applicable Law, with the Stock Exchange and the registrar and transfer agents; c. its information technology systems, equipment and software (i) operate and perform in all material respects in accordance with their documentation and functional specifications; (ii) have not materially malfunctioned or failed in the past, including in the course of discharging obligations similar to the ones contemplated herein; (iii) are free of any viruses, or other similar undocumented software or hardware components that are designed to interrupt use of, permit unauthorized access to, or disable, damage or erase, any software material to the business of the Sponsor Bank; and (iv) are the subject of commercially reasonable backup and disaster recovery technology processes consistent with industry standard practices; d. it has certified to the SEBI about its readiness to act as a sponsor bank and for inclusion of its name in the SEBI’s list of sponsor banks, as per the format specified in the UPI Circulars and that there has been no adverse occurrences that affect such confirmation to the SEBI; and e. it is compliant with Applicable Law and has in place all necessary infrastructure in order for it to undertake its obligations as a sponsor bank, in accordance with this Agreement, UPI Circulars and Applicable Law. 8.4 Each of the Bankers to the Issue represents, warrants, undertakes and covenants for itself to the Book Running Lead Managers and the Company as of the dates of each of the Red Xxxxxxx Prospectus, Prospectus, and as on the date of commencement of listing and trading of the Equity Shares of the Company that it is a scheduled bank as defined under the Companies Act and that SEBI has granted it a ‘Certificate of Registration’ to act as Banker to the Issue in accordance with the Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994, as amended or clarified from time to time, and such certificate is and, until completion of the Issue, will be valid and in existence and that the Escrow Collection Bank/the Public Issue Account Bank/ Refund Bank/ Sponsor Banks, in their respective capacities shall and, until completion of the Issue, will be entitled to carry on business as Banker to the Issue under the Securities and Exchange Board of India Act, 1992 and other Applicable Law. Further, the Bankers to the Issue confirm that it has not violated any of the conditions subject to which such registration has been granted and no disciplinary or other proceedings have been commenced against it by SEBI or any other Governmental Authority which will affect the performance of its obligations under this Agreement and that it is not debarred or suspended from carrying on any activities by SEBI or any other Governmental Authority such that such debarment or suspension will affect the performance of its obligations under this Agreement. It shall abide by the SEBI ICDR Regulations, any rules, regulation or by-laws of the Stock Exchanges, code of conduct stipulated in the Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994, as amended, and the terms and conditions of this Agreement. 8.5 The Escrow Collection Bank confirms that it shall identify the branches for collection of application monies, in conformity with the guidelines issued by SEBI from time to time. 8.6 Each of the Escrow Collection Bank, the Public Issue Account Bank, the Refund Bank and the Sponsor Banks further represents and warrants, on behalf of itself and their Correspondent Banks, to the Book Running Lead Managers and the Company as of the dates of each of the Red Xxxxxxx Prospectus, Prospectus, and as on the date of commencement of listing and trading of the Equity Shares of the Company that it has the necessary competence, facilities and infrastructure to act as an Escrow Collection Bank, the Public Issue Account Bank, Refund Bank or Sponsor Bank as the case may be, and discharge its duties and obligations under this Agreement. 8.7 The Escrow Collection Bank/ Public Issue Account Bank/ Refund Bank/ Sponsor Banks and the Registrar to consummate the transactions contemplated herein Issue shall extend all co-operation and therein; support to the BRLMs in identifying the relevant intermediary which is responsible for delay in unblocking of amounts in the ASBA Accounts exceeding two (iii2) upon executionWorking Days from the Bid/Issue Closing Date or such other time as may be prescribed under the Applicable Law. 8.8 None of the Registrar, this Agreement will constitute its valid the Escrow Collection Bank, the Public Issue Account Bank, the Refund Bank and binding obligations enforceable against it in accordance with the Sponsor Banks, their terms; (iv) no notices, reports or other filings are required to be made by it withAffiliates, nor are any consents, waivers, authorization, registrations, approvals, declarations, permits or expiration of any applicable waiting periods are required to be obtained by it from, any Government Authority in connection with the execution or delivery of this Agreement; (v) no litigation, judicial or governmental proceeding is pending, or to the best of its knowledge threatened against it, which would have a material adverse effect on its financial condition or business or its ability to carry out the transactions contemplated herein and therein; and (vi) it is not related to any anti-social forces. 9.2 Each Party shall (a) provide the means and facilities necessary to carry out its respective tasks set out hereunder in a professional manner, (b) provide appropriate and qualified personnel for the performance of its respective tasks hereunder, (c) use all reasonable efforts to carry out the Work and their respective tasks within the period fixed by the time schedule agreed to by the Parties, (d) ascertain that the Work will be carried out in full accordance with the stipulations of this Agreement, (e) maintain the Work in confidence pending disclosure to and protection; and (f) not to knowingly or negligently use knowledge in violation of third parties’ rights. 9.3 The Parties acknowledge that Background Information, Sideground Information, Project Sideground Information, Results, Improvements and all other information provided by one Party to another under the Agreement are provided on an “AS IS” basis, without any express or implied warranty, including but not limited to, any and all warranties as to their commercial exploitation, safety, fitness or conformity for any particular purpose or use, accuracy and absence of defects, nor as to the absence of any dependence upon or infringement of proprietary rights of third parties. 9.4 Except as provided in Article 9.2, the Parties do not represent nor warrant to each other that any advice or information given by them or by any of their respective employees who work directors, officers, employees, agents, or representatives, or any other person associated with or acting on behalf of any part of the Projectforegoing has, directly or indirectly, taken or failed to take or will take or fail to take any action, or the content made or use will make offers or sales of any Resultssecurity, Background Informationor solicited offers to buy any security, Sideground Informationor otherwise negotiated in respect of any security, Project Sideground Information, Improvement or materials, works or information provided in connection with under circumstances that would require the Project will not constitute or result in any infringement registration of third-party rightsthe Equity Shares under the U.S. Securities Act.

Representations and Warranties and Covenants. 9.1 Each Party 9.1. The Company represents and warrants warrants, as of the date hereof and the dates of the Red Xxxxxxx Prospectus and until the commencement of trading of the Equity Shares on the Stock Exchanges, and covenants and undertakes, the following: 9.1.1. This Agreement has been duly authorized, executed and delivered by the Company. This Agreement is a valid and legally binding instrument, enforceable against the Company, in accordance with its terms, and the execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement shall not conflict with, result in a breach or violation of, or imposition of any pre-emptive right, lien, mortgage, charge, pledge, security interest, defects, claim, trust or any other encumbrance or transfer restriction, both present and future (“Encumbrances”) on any property or assets of the Company Entities, contravene any provision of Applicable Law or the constitutional documents of any of the Company Entities or any agreement or other instrument binding on any of the Company Entities or to which any of the assets or properties of the Company Entities are subject, and no consent, approval, authorization or order of, or qualification with, any Governmental Authority is required for the performance by the Company of its obligations under this Agreement. 9.1.2. The Company has obtained and shall obtain all approvals and consents, which may be required under Applicable Law, its constitutional documents and/or under contractual arrangements by which it or its assets may be bound, in relation to the Offer and for performance of its obligations under this Agreement (including, without limitation, written consents or waivers of lenders and any other third party having any pre-emptive rights) and has complied with, and shall comply with, the terms and conditions of such approvals, consents and authorizations, subject to any exemptions applied for and received. The Company has complied with, and shall comply with, all Applicable Law in relation to the Offer and any matter incidental thereto subject to any exemptions applied for and received. 9.1.3. No Encumbrance shall be created or exist over the Escrow Accounts, the Public Offer Account, the Refund Account or the monies deposited therein. 9.1.4. The Company undertakes and agrees that it shall not access or have recourse to the money raised in the Offer, including any amounts in the Public Offer Account, until receipt of the final listing and trading approvals from the Stock Exchanges. 9.2. The Escrow Collection Bank, the Public Offer Account Bank, the Refund Bank and the Sponsor Banks, BRLMs and the Registrar to the Offer represent, warrant, covenant and undertake, severally and not jointly, to each other and to the other Parties that: , as of the date hereof and until the commencement of trading of the Equity Shares on the Stock Exchanges: (i) this Agreement constitutes a valid, legal and binding obligation on their part, enforceable against the respective parties in accordance with the terms hereof; (ii) the execution, delivery and performance of this Agreement and any other document related thereto has been duly authorized and does not and will not contravene (a) any provision of Applicable Law, (b) the constitutional documents of such Party, or (c) any provisions of, or constitute a default under, any other agreement or instrument or undertaking to which it is a duly incorporated party or which is binding on such Party or any of its assets and validly existing legal person in its country no consent, approval, authorization or order of, or qualification with, any Governmental Authority is required for the performance by it of incorporation and has all requisite corporate power and authority to conduct its business in accordance with its business license, articles of association or similar corporate organizational documents; (ii) it has the full power and authority and has taken all corporate actions necessary to enter into, to execute and deliver and to perform all its obligations under this Agreement, except such as have been obtained or shall be obtained prior to the case may be, and to consummate completion of the transactions contemplated herein and thereinOffer; and (iii) upon executionno mortgage, this Agreement will constitute charge, pledge, lien, trust, security interest or other encumbrance shall be created by it over the Escrow Accounts, the Refund Account, the Public Offer Account or the monies deposited therein. 9.3. Each Sponsor Bank, severally and not jointly, specifically represents and warrants as of date hereof, as of the Red Xxxxxxx Prospectus and the date of Allotment pursuant to the Offer and until the commencement of trading of the Equity Shares on the Stock Exchanges, and covenants and undertakes, for itself to the other Parties that: (i) it has been granted a UPI certification as specified in the UPI Circulars with NPCI and such certification is valid as on date and it is in compliance with the terms and conditions of such certification; (ii) it has conducted a mock trial run of the systems necessary to undertake its valid obligations as a Sponsor Banks, as specified by UPI Circulars and binding obligations enforceable against other Applicable Law, with the Stock Exchanges and the registrar and transfer agents; (iii) it has certified to the SEBI about its readiness to act as a sponsor bank and for inclusion of their name in the SEBI’s list of sponsor banks, as per the format specified in the UPI Circulars and that there has been no adverse occurrences that affect such confirmation to the SEBI; (iv) its information technology systems, equipment and software (A) operate and perform in all material respects in accordance with their termsdocumentation and functional specifications; (ivB) no noticeshave not materially malfunctioned or failed in the past, reports including in the course of discharging obligations similar to the ones contemplated herein; (C) are free of any viruses, or other filings similar undocumented software or hardware components that are required designed to be made by it withinterrupt use of, nor are any consentspermit unauthorized access to, waiversor disable, authorization, registrations, approvals, declarations, permits damage or expiration of any applicable waiting periods are required to be obtained by it fromerase, any Government Authority software material to the business of the Sponsor Bank; and (D) are the subject of commercially reasonable backup and disaster recovery technology processes consistent with industry standard practices; and (v) it is compliant with Applicable Law and has in connection place all necessary infrastructure in order for it to undertake its obligations as a sponsor bank, in accordance with this Agreement, the UPI Circulars and other Applicable Law. 9.4. Each of the Escrow Collection Bank, the Refund Bank, the Public Offer Account Bank and the Sponsor Banks severally represents, warrants, undertakes and covenants to the BRLMs and the Company as of the date hereof and the dates of the Red Xxxxxxx Prospectus and until the commencement of trading of the Equity Shares on the Stock Exchanges that it is a scheduled bank as defined under the Companies Act and the SEBI has granted it a certificate of registration to act as banker to the offer in accordance with the execution BTI Regulations and such certificate is, and until completion of the Offer, will be, valid and in existence, and that it is, and until completion of the Offer, will be, entitled to carry on business as a banker to the offer under Applicable Law. Further, each of the Escrow Collection Bank, the Public Offer Account Bank, the Refund Bank and the Sponsor Banks severally confirms that it has not violated any of the conditions subject to which the registration has been granted and no disciplinary or delivery other proceedings have been commenced against it by the SEBI that will prevent it from performing its obligations under this Agreement and that it is not debarred or suspended from carrying on such activities by the SEBI or any other Governmental Authority such that such debarment or suspension will affect the performance of its obligations under this Agreement, and that it shall abide by the SEBI Regulations, the stock exchange regulations, code of conduct stipulated in the BTI Regulations and the terms and conditions of this Agreement; (v) no litigationand the Escrow Collection Bank shall identify its branches for the collection of application monies, judicial or governmental proceeding is pending, or in conformity with the guidelines issued by the SEBI from time to the best of its knowledge threatened against it, which would have a material adverse effect on its financial condition or business or its ability to carry out the transactions contemplated herein and therein; and (vi) it is not related to any anti-social forcestime. 9.2 9.5. Each Party shall (a) provide of the means Escrow Collection Bank, the Refund Bank, the Public Offer Account Bank and the Sponsor Banks hereby represents as of the date hereof and until completion of the Offer that it has and will continue to have the necessary authority, competence, facilities necessary and infrastructure to carry out act as the Escrow Collection Bank, the Refund Bank, the Public Offer Account Bank and the Sponsor Banks, as applicable, and discharge its respective tasks set out hereunder in a professional manner, (b) provide appropriate duties and qualified personnel for the performance of its respective tasks hereunder, (c) use all reasonable efforts to carry out the Work and their respective tasks within the period fixed by the time schedule agreed to by the Parties, (d) ascertain that the Work will be carried out in full accordance with the stipulations of obligations under this Agreement, (e) maintain the Work in confidence pending disclosure to and protection; and (f) not to knowingly or negligently use knowledge in violation of third parties’ rights. 9.3 The Parties acknowledge that Background Information, Sideground Information, Project Sideground Information, Results, Improvements and all other information provided by one Party to another under the Agreement are provided on an “AS IS” basis, without any express or implied warranty, including but not limited to, any and all warranties as to their commercial exploitation, safety, fitness or conformity for any particular purpose or use, accuracy and absence of defects, nor as to the absence of any dependence upon or infringement of proprietary rights of third parties. 9.4 Except as provided in Article 9.2, the Parties do not represent nor warrant to each other that any advice or information given by them or by any of their respective employees who work on any part of the Project, or the content or use of any Results, Background Information, Sideground Information, Project Sideground Information, Improvement or materials, works or information provided in connection with the Project will not constitute or result in any infringement of third-party rights.

Representations and Warranties and Covenants. 9.1 3.1. Each Party of the parties hereto represents and warrants to the other Parties parties that: : (ia) it is a duly incorporated and validly existing legal person in its country of incorporation and such party has all requisite corporate power and authority to conduct its business in accordance with its business license, articles of association or similar corporate organizational documents; (ii) it has the full power and other authority and has taken all corporate actions power necessary to enter into, to execute and deliver and to perform all its obligations under this Agreement, as the case may be, Agreement and to consummate the transactions and perform its obligations contemplated herein hereby; (b) the execution and thereindelivery of this Agreement and the consummation of the transactions and performance of its obligations contemplated hereby have been duly and validly authorized by all required corporate or other action on the part of such party and no other proceedings on the part of such party are necessary to authorize the execution and delivery of this Agreement or to consummate the transactions and perform its obligations contemplated hereby; (c) this Agreement has been duly and validly executed and delivered by such party and constitutes the valid and binding obligation of such party enforceable against such party in accordance with its terms; and (iiid) upon execution, this Agreement will constitute its valid and binding obligations enforceable against it not result in accordance with their terms; (iv) no notices, reports or other filings are required to be made by it with, nor are any consents, waivers, authorization, registrations, approvals, declarations, permits or expiration a violation of any applicable waiting periods are required terms or provisions of any agreements to which such person is a party or by which such party may otherwise be obtained by it frombound or of any law, any Government Authority in connection with the execution rule, license, regulation, judgment, order or delivery of this Agreement; (v) no litigation, judicial decree governing or governmental proceeding is pending, or affecting such party. 3.2. Prior to the best of its knowledge threatened against it, which would have a material adverse effect on its financial condition or business or its ability to carry out the transactions contemplated herein and therein; and (vi) it is not related to any anti-social forces. 9.2 Each Party shall (a) provide the means and facilities necessary to carry out its respective tasks set out hereunder in a professional manner, (b) provide appropriate and qualified personnel for the performance of its respective tasks hereunder, (c) use all reasonable efforts to carry out the Work and their respective tasks within the period fixed by the time schedule agreed to by the Parties, (d) ascertain that the Work will be carried out in full accordance with the stipulations date of this Agreement, (e) maintain the Work in confidence pending disclosure Company terminated the employment of Mxxxxxx X. Xxxxxx pursuant to the terms of the Separation Agreement, a copy of which was made available to the Sarissa Group prior to the date hereof. The Company shall enforce all of the terms and protection; provisions of, and (f) comply with the terms and provisions of, such Separation Agreement, and shall not amend, waive or modify any of the terms or provisions thereof, or enter into any other agreement or understanding with respect to knowingly or negligently use knowledge in violation the subject matter thereof, without the prior written consent of third parties’ rightsthe Sarissa Group. 9.3 The Parties acknowledge that Background Information3.3. From and after the date of this Agreement, Sideground Information, Project Sideground Information, Results, Improvements the Designees shall be covered by the same indemnification and all other information provided by one Party to another under the Agreement insurance provisions and coverage as are provided on an “AS IS” basis, without any express or implied warranty, including but not limited to, any and all warranties as to their commercial exploitation, safety, fitness or conformity for any particular purpose or use, accuracy and absence of defects, nor as applicable to the absence individuals that are currently directors of any dependence upon or infringement the Company and be offered the right to enter into the same indemnification agreements, if any, generally offered to other directors of proprietary rights of third partiesthe Company. 9.4 Except as provided in Article 9.23.4. The Company represents, warrants, covenants and agrees that, to the extent any contract, plan, agreement, indenture or arrangement of the Company or any Subsidiary thereof (including indemnification agreements, instruments governing indebtedness or provisions of the certificate of incorporation or bylaws of the Company or any Subsidiary thereof) has “continuing director” or similar concepts, the Parties do not represent nor warrant Board has resolved, at or prior to the execution of this Agreement, that each other that any advice or information given by them or Designee shall, to the extent permitted by any of their respective employees who work on any part such arrangements, be deemed a “continuing director” (or similar term) for all purposes thereof and that each Designee shall be deemed to have been endorsed and approved by a majority of the Projectdirectors of the Company (and that, or to the content or use of any Resultsextent applicable, Background Information, Sideground Information, Project Sideground Information, Improvement or materials, works or information provided such endorsement is not in connection with an actual or threatened proxy contest relating to the Project will not constitute election of directors of the Company) before the date hereof. 3.5. The Company hereby agrees that it shall not, for so long as any Designee is a member of the Board (a) adopt any policies applicable to directors that are inconsistent with the provisions of this Agreement and to the extent any such policies are inconsistent with the terms of this Agreement, the terms of this Agreement shall govern or result (b) amend the provisions of the Company’s bylaws governing the timing of nominations of persons for election to the Board and the proposal of business to be considered by the Company’s stockholders. 3.6. Each of the Company and the Sarissa Group shall separately enter into a release of liability agreement with each of Bxxxxxx Xxxxxx, Cxxxxxxxx X. Xxxxxxxx, Pxxxxxx X. XxXxxx, Pxxx X. Xxxx, and Wxxxxxx X. Xxxxxxx in any infringement the forms agreed to prior to the date hereof. 3.7. Promptly following the execution of thirdthis Agreement, the Company shall announce the terms hereof solely by the filing with the SEC of a Form 8-party rightsK approved in writing by the Sarissa Group and the Company shall make no other public announcement of the terms hereof without the prior written consent of the Sarissa Group; provided, however, the Company may make a subsequent public disclosure of the contents of the aforementioned Form 8-K without further approval of the Sarissa Group.

Representations and Warranties and Covenants. 9.1 20.1 Each Party represents and warrants to the other Parties Party that: , as on the Commencement Date: (i) it It is a duly validly incorporated and validly existing legal person in its country under the laws of incorporation and India; (ii) It has all requisite corporate the right, power and authority to conduct execute and deliver, and to exercise its business rights and perform its obligations under the Transaction Documents to which it is a party; (iii) The execution and delivery by it of the Transaction Documents to which it is a party and the performance by it of the transactions contemplated under such Transaction Documents have been duly authorised by all necessary corporate or other actions as are applicable to such Party; (iv) Assuming the due authorization, execution and delivery hereof by the other party(ies), the Transaction Documents to which it is a party constitute the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its business licenseterms, articles of association except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganisation, moratorium or similar corporate organizational documents; laws affecting creditors’ rights; (iiv) it It has the full power and authority and has taken obtained all corporate actions necessary approvals, consents, sanctions or authorisations required to enter into, to execute into and deliver and to perform all its obligations under this Agreement, as the case may beTransaction Documents to which it is a party, and to consummate the transactions contemplated herein and therein; (iii) upon executionno other approvals, this Agreement will constitute its valid and binding obligations enforceable against it in accordance with their terms; (iv) no notices, reports or other filings are required to be made by it with, nor are any consents, waivers, authorization, registrations, approvals, declarations, permits sanctions or expiration authorisations of any applicable waiting periods are regulatory authority or any other Person is required to be obtained by it fromfor the execution, delivery and performance of such Transaction Documents; and upon request, each Party agrees that it will furnish all information and documentation, within its possession or control, necessary for the other Party and/or SMC to obtain any Government Authority in connection with the execution additional authorisations that may be necessary; (vi) There is no litigation pending or delivery of this Agreement; (v) no litigation, judicial or governmental proceeding is pending, or to the best of its knowledge threatened against itit which, which if adversely determined, would have a material adverse effect on its financial condition ability to perform its obligations as contemplated under the Transaction Documents to which it is a party; and (vii) The execution and delivery of, and the performance of obligations under and in compliance with the provisions of, the Transaction Documents to which it is a party, shall not result in: a. The violation of any provision of its constitutional documents or business memorandum or articles of association or bye-laws, as are applicable; b. The breach of, or constitute a default under, any other instrument or agreement to which it is a party; or c. The violation of any law, rule or regulation in any jurisdiction having the force of law or of any order, judgment or decree of any court or Governmental Authority or agreement to which it is a party or by which it or its ability assets are bound. 20.2 Each Party shall, during the Term: (i) Carry out activities as contemplated under the Transaction Documents to carry out the transactions contemplated herein and therein; and (vi) which it is a party in a manner that does not related interfere with, hinder or otherwise disturb or disrupt the activities of the other Party; (ii) Conduct its business in a manner that does not adversely affect the reputation or goodwill of the other Party; (iii) Not do or purport to do any anti-social forcesact, deed, thing or matter which will prejudice the interests or reputation of the other Party and the Gujarat Project; and (iv) Undertake to notify the other Party in writing promptly if it becomes aware of any fact, matter or circumstance (whether existing on or before the date of execution of the Transaction Documents or arising afterwards) which would cause any of the information, representations and warranties given by it under the Transaction Documents, to become untrue or inaccurate or misleading in any respect. 9.2 20.3 No representation or warranty of a Party shall be deemed to qualify any of its other representations and warranties. Each Party agrees that such representations and warranties have constituted a material inducement to the other Party to enter into the Transaction Documents to which such other Party has become a party. 20.4 SMG shall (a) provide manufacture and supply the means Products in a timely manner and facilities necessary in compliance with this Agreement and the Applicable Laws. 20.5 SMG affirms that the Control of SMG shall at all time vest with SMC and there shall be no direct or indirect change in Control of SMG by SMC. 20.6 MSIL shall render all possible assistance to SMG to enable it to procure any approvals, licenses, permissions that may be required by it to manufacture, supply and package the Products or to carry out its respective tasks set out hereunder in a professional manner, (b) provide appropriate and qualified personnel for the performance of its respective tasks hereunder, (c) use all reasonable efforts to carry out the Work and their respective tasks within the period fixed by the time schedule agreed to by the Parties, (d) ascertain that the Work will be carried out in full accordance with the stipulations of obligations as contemplated under this Agreement, (e) maintain the Work in confidence pending disclosure to and protection; and (f) not to knowingly or negligently use knowledge in violation of third parties’ rights. 9.3 The Parties acknowledge that Background Information, Sideground Information, Project Sideground Information, Results, Improvements and all other information provided by one Party to another under the Agreement are provided on an “AS IS” basis, without any express or implied warranty, including but not limited to, any and all warranties as to their commercial exploitation, safety, fitness or conformity for any particular purpose or use, accuracy and absence of defects, nor as to the absence of any dependence upon or infringement of proprietary rights of third parties. 9.4 Except as provided in Article 9.2, the Parties do not represent nor warrant to each other that any advice or information given by them or by any of their respective employees who work on any part of the Project, or the content or use of any Results, Background Information, Sideground Information, Project Sideground Information, Improvement or materials, works or information provided in connection with the Project will not constitute or result in any infringement of third-party rights.

Representations and Warranties and Covenants. 9.1 Each Party represents 8.1 The Company represents, warrants, undertakes and warrants to covenants, and as of the other Parties dates of each of the Red Xxxxxxx Prospectus, Prospectus, and as on the date of commencement of listing and trading of the Equity Shares of the Company, that: : (a) This Agreement has been and will be duly authorized, executed and delivered by the Company, and consequently is and will be a valid and legally binding instrument, enforceable against the Company in accordance with its terms, and the execution and delivery by the Company of the Transaction Agreements, and the performance by the Company of its obligations under such Transaction Agreements does not and/or will not conflict with and/or result in a breach or violation, of any provision of (i) Applicable Law; (ii) constitutional documents of the Company; and (iii) any agreement or other instrument binding on the Company Entities or result in imposition of Encumbrance on any property or assets of the Company Entities, or any Equity Shares or other securities of the Company; (b) it is a duly incorporated and validly existing legal person in its country of incorporation and has all requisite corporate the power and authority to conduct execute this Agreement and perform its business obligations hereunder; (c) has obtained and shall obtain all approvals, consents, authorisations and orders, as applicable and has made and shall make all necessary notifications, which may be required under Applicable Law including by any Governmental Authority and/or under contractual arrangements by which it may be bound, in relation to the Offer and for performance of its obligations under this Agreement; (d) No Encumbrance shall be created or exist over the Escrow Account, the Public Offer Account, Refund Account or the monies deposited therein; and (e) Subject to Clause 3.2.4.2, the Company shall not have recourse to any proceeds of the Offer, including any amounts in the Public Offer Account, until the final listing and trading approvals from the Stock Exchanges have been obtained. It shall pay stamp duty on the issue of Equity Shares, and the stamp duty shall be payable in accordance with Applicable Laws. 8.2 The Promoter Selling Shareholder hereby represents, warrants, undertakes and covenants the following in respect of itself and the Offered Shares and the Offer as applicable, as of the date hereof and up to the date of commencement of listing and trading of the Equity Shares of the Company: (a) This Agreement constitutes a valid and legally binding obligation of the Promoter Selling Shareholder, and is enforceable in accordance with the respective terms hereof; (b) This Agreement has been and will be duly authorized, executed and delivered by it and is a valid and legally binding instrument, enforceable in accordance with its business licenseterms, articles and the obligations under the Offer for Sale of association the Offered Shares contemplated under the Offer Documents, and the performance of its obligations under this Agreement shall not conflict with, result in a breach or similar corporate organizational violation or the imposition of Encumbrance on any of its properties or assets, contravene any provision of Applicable Law, its constitutional documents, or any agreement or other instrument binding on it; and (iic) It shall not access or have recourse to any proceeds of the Offer, including any amounts in the Public Offer Account, until the final listing and trading approvals from the Stock Exchanges have been obtained. 8.3 The Registrar, Escrow Collection Bank/the Public Offer Account Bank/ Refund Bank/ Sponsor Banks, in their respective capacities, represent, warrant, undertake and covenant that: (a) This Agreement constitutes a valid, legal and binding obligation on their respective parts enforceable against the respective parties in accordance with the terms hereof; (b) The execution, delivery and performance of this Agreement and the Assignment does not and will not contravene or constitute a breach of: (a) any Applicable Law, (b) the constitutional documents of such Party, (c) any provisions of, or constitute a default under, any other agreement or instrument or undertaking to which it has is a party or which is binding on such Party or any of its assets or to which any of its property or assets is subject or which may result in imposition of any Encumbrances and no consent, approval, authorization or order of, or qualification with, any Governmental Authority is required for the full power and authority and has taken all corporate actions necessary to enter into, to execute and deliver and to perform all performance by the Company of its obligations under this Agreement, except as has been obtained or shall be obtained prior to completion of the Offer, or (d) or any judgement, decree of any governmental or regulatory body, administrative agency, arbitrator or court or other authority having jurisdiction over it; and (c) it has been granted a UPI certification as specified in the November 2018 Circular with NPCI and such certification is valid as on date and it is in compliance with the terms and conditions of such certification; (d) No mortgage, charge, pledge, lien, trust, or any other security interest or other Encumbrance shall be created or exist over the Escrow Accounts, the Public Offer Account, Refund Account or the monies deposited therein. 8.4 Each of the Sponsor Banks specifically represents, warrants, undertakes and covenants for itself to the Book Running Lead Managers, the Company and Promoter Selling Shareholder that: (a) it has been registered with the SEBI as a ‘banker to an issue’ in terms of the Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994, as amended and has been granted a UPI certification as specified in the UPI Circulars with NPCI and such certification is valid as on date and it is in compliance with the terms and conditions of such certification; (b) it has conducted a mock trial run of the systems necessary to undertake its obligations as a Sponsor Bank, as specified by the UPI Circulars and other Applicable Law, with the Stock Exchange and the registrar and transfer agents; (c) its information technology systems, equipment and software (i) operate and perform in all material respects in accordance with their documentation and functional specifications; (ii) have not materially malfunctioned or failed in the past, including in the course of discharging obligations similar to the ones contemplated herein; (iii) are free of any viruses, or other similar undocumented software or hardware components that are designed to interrupt use of, permit unauthorized access to, or disable, damage or erase, any software material to the business of the Sponsor Bank; and (iv) are the subject of commercially reasonable backup and disaster recovery technology processes consistent with industry standard practices; (d) it has certified to the SEBI about its readiness to act as a sponsor bank and for inclusion of its name in the SEBI’s list of sponsor banks, as per the format specified in the UPI Circulars and that there has been no adverse occurrences that affect such confirmation to the SEBI; and (e) it is compliant with Applicable Law and has in place all necessary infrastructure in order for it to undertake its obligations as a sponsor bank, in accordance with this Agreement, UPI Circulars and Applicable Law. 8.5 Each of the Bankers to the Offer represents, warrants, undertakes and covenants for itself to the Book Running Lead Managers, the Company and the Promoter Selling Shareholder that it is a scheduled bank as defined under the Companies Act and that SEBI has granted it a ‘Certificate of Registration’ to act as Banker to the Offer in accordance with the Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994, as amended or clarified from time to time, and such certificate is and, until completion of the Offer, will be valid and in existence and that the Escrow Collection Bank/the Public Offer Account Bank/ Refund Bank/ Sponsor Banks, in their respective capacities shall and, until completion of the Offer, will be entitled to carry on business as Banker to the Offer under the Securities and Exchange Board of India Act, 1992 and other Applicable Law. Further, the Bankers to the Offer confirm that it has not violated any of the conditions subject to which such registration has been granted and no disciplinary or other proceedings have been commenced against it by SEBI or any other Governmental Authority which will affect the performance of its obligations under this Agreement and that it is not debarred or suspended from carrying on any activities by SEBI or any other Governmental Authority such that such debarment or suspension will affect the performance of its obligations under this Agreement. It shall abide by the SEBI ICDR Regulations, any rules, regulation or by-laws of the Stock Exchanges, code of conduct stipulated in the Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994, as amended, and the terms and conditions of this Agreement. 8.6 The Escrow Collection Bank confirms that it shall identify the branches for collection of application monies, in conformity with the guidelines issued by SEBI from time to time. 8.7 Each of the Escrow Collection Bank, the Public Offer Account Bank, the Refund Bank and the Sponsor Banks further represents and warrants, on behalf of itself and their Correspondent Banks, to the Book Running Lead Managers, the Company and the Promoter Selling Shareholder that it has the necessary competence, facilities and infrastructure to act as an Escrow Collection Bank, the Public Offer Account Bank, Refund Bank or Sponsor Bank as the case may be, and discharge its duties and obligations under this Agreement. 8.8 The Escrow Collection Bank/ Public Offer Account Bank/ Refund Bank/ Sponsor Banks and the Registrar to consummate the transactions contemplated herein Offer shall extend all co-operation and therein; support to the BRLMs in identifying the relevant intermediary which is responsible for delay in unblocking of amounts in the ASBA Accounts exceeding two (iii2) upon executionWorking Days from the Bid/Offer Closing Date or such other time as may be prescribed under the Applicable Law. 8.9 None of the Registrar, this Agreement will constitute its valid the Escrow Collection Bank, the Public Offer Account Bank, the Refund Bank and binding obligations enforceable against it in accordance with the Sponsor Banks, their terms; (iv) no notices, reports or other filings are required to be made by it withAffiliates, nor are any consents, waivers, authorization, registrations, approvals, declarations, permits or expiration of any applicable waiting periods are required to be obtained by it from, any Government Authority in connection with the execution or delivery of this Agreement; (v) no litigation, judicial or governmental proceeding is pending, or to the best of its knowledge threatened against it, which would have a material adverse effect on its financial condition or business or its ability to carry out the transactions contemplated herein and therein; and (vi) it is not related to any anti-social forces. 9.2 Each Party shall (a) provide the means and facilities necessary to carry out its respective tasks set out hereunder in a professional manner, (b) provide appropriate and qualified personnel for the performance of its respective tasks hereunder, (c) use all reasonable efforts to carry out the Work and their respective tasks within the period fixed by the time schedule agreed to by the Parties, (d) ascertain that the Work will be carried out in full accordance with the stipulations of this Agreement, (e) maintain the Work in confidence pending disclosure to and protection; and (f) not to knowingly or negligently use knowledge in violation of third parties’ rights. 9.3 The Parties acknowledge that Background Information, Sideground Information, Project Sideground Information, Results, Improvements and all other information provided by one Party to another under the Agreement are provided on an “AS IS” basis, without any express or implied warranty, including but not limited to, any and all warranties as to their commercial exploitation, safety, fitness or conformity for any particular purpose or use, accuracy and absence of defects, nor as to the absence of any dependence upon or infringement of proprietary rights of third parties. 9.4 Except as provided in Article 9.2, the Parties do not represent nor warrant to each other that any advice or information given by them or by any of their respective employees who work directors, officers, employees, agents, or representatives, or any other person associated with or acting on behalf of any part of the Projectforegoing has, directly or indirectly, taken or failed to take or will take or fail to take any action, or the content made or use will make offers or sales of any Resultssecurity, Background Informationor solicited offers to buy any security, Sideground Informationor otherwise negotiated in respect of any security, Project Sideground Information, Improvement or materials, works or information provided in connection with under circumstances that would require the Project will not constitute or result in any infringement registration of third-party rightsthe Equity Shares under the U.S. Securities Act.