Common use of Representations and Warranties of Both Parties Clause in Contracts

Representations and Warranties of Both Parties. Each Party represents and warrants to the other Party that, as of the Effective Date: (a) Such Party is duly organized and validly existing under the laws of the jurisdiction of its incorporation and has full corporate power and authority to enter into this Agreement and to carry out the provisions hereof; (b) Such Party has taken all corporate action necessary to authorize the execution and delivery of this Agreement and the performance of its obligations under this Agreement; (c) This Agreement is a legal and valid obligation of such Party, binding upon such Party and enforceable against such Party in accordance with the terms of this Agreement except as such enforceability may be affected by laws affecting creditors’ rights generally and [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. general equitable principles. The execution, delivery and performance of this Agreement by such Party do not and shall not conflict with any agreement, instrument or understanding, oral or written, to which such Party is a party or by which such Party may be bound, or violate any law or regulation of any court, governmental body or administrative or other agency having authority over such Party. All consents, approvals and authorizations from all governmental authorities or other Third Parties required to be obtained by such Party in connection with the execution, delivery and performance of this Agreement have been obtained; (d) Such Party has sufficient facilities, experienced personnel and other capabilities to enable it to perform its obligations under this Agreement; and (e) No Person has or will have, as a result of the transactions contemplated by this Agreement, any right, interest or valid claim against or upon such Party for any commission, fee or other compensation as a finder or broker because of any act by such Party or of any agent of such Party.

Representations and Warranties of Both Parties. Each Party represents and warrants to the other Party that, as of the Effective Date: (a) Such Party is duly organized and validly existing under the laws of the jurisdiction of its incorporation and has full corporate power and authority to enter into this Agreement and to carry out the provisions hereof; (b) Such Party has taken all corporate action necessary to authorize the execution and delivery of this Agreement and the performance of its obligations under this Agreement; (c) This Agreement is a legal and valid obligation of such Party, binding upon such Party and enforceable against such Party in accordance with the terms of this Agreement Agreement, except as such enforceability may be affected by laws affecting creditors’ rights generally and [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. general equitable principlesgenerally. The execution, delivery and performance of this Agreement by such Party do not and shall not conflict with any agreement, instrument or understanding, oral or written, to which such Party is a party or by which such Party may be bound, or except as expressly set forth in Section 2.2(g), and do not and shall not, to the best of such Party’s knowledge, violate any law or regulation of any court, governmental body or administrative or other agency having authority over such Party. All consents, approvals and authorizations from all governmental authorities or other Third Parties required to be obtained by such Party in connection with the execution, delivery and performance of this Agreement have been obtained; (d) Such Party has sufficient facilities, experienced personnel and other capabilities to enable it to perform its obligations under this Agreement; and (e) No Person has or will have, as a result of the transactions contemplated by this Agreement, any right, interest or valid claim against or upon such Party for any commission, fee or other compensation as a finder or broker because of any act by such Party or of any agent of such Party.

Representations and Warranties of Both Parties. Each Party represents and warrants to the other Party that, as of the Effective Dateasfollows: (a) 3.1.1 Such Party is duly organized and validly existing under the laws of the jurisdiction of its incorporation and has full corporate power and/or partnership power, as applicable, and authority to enter into execute and deliver this Agreement and any other agreement contemplated hereby, to carry out its obligations hereunder and thereunder and to consummate the provisions hereof; (b) Such transactions contemplated on its part hereby and thereby. The execution, delivery and performance by such Party has taken of this Agreement and any other agreement contemplated hereby have been duly authorized by all necessary corporate action on the part of such Party, and no other action on the part of such Party is necessary to authorize the execution and delivery of this Agreement and any other agreement contemplated hereby by such Party, or the performance by such Party of its obligations under this Agreement; (c) hereunder. This Agreement is has been duly executed and delivered by the Party and constitutes a legal legal, valid and valid obligation binding agreement of such Party, binding upon such Party and enforceable against such Party it in accordance with the terms of this Agreement except as such enforceability may be affected by its terms, subject to applicable bankruptcy, insolvency, moratorium, reorganization or similar laws affecting creditors’ rights generally and [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect subject to the omitted portions. general equitable principles. principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). 3.1.2 The execution, execution and delivery and performance of this Agreement by such Party, the performance by such Party do of its obligations hereunder and thereunder and the consummation by it of the transactions contemplated hereby and thereby will not and shall not conflict with violate any agreementprovision of law, instrument rule, regulation, order, writ, judgment, injunction, decree, determination or understandingaward applicable to such Party, oral or written, any agreement to which such Party is a party or by which such Party may be bound, or violate any law or regulation of any court, governmental body or administrative or other agency having authority over such Partyparty. All No consents, notices, filings, approvals and or authorizations from all governmental authorities or other Third Parties are required to be obtained made to or with any person, entity or governmental body by such Party in connection with party for the execution, delivery and performance of this Agreement have been obtained; (d) Such Party has sufficient facilities, experienced personnel and other capabilities to enable it to perform its obligations under this Agreement; and (e) No Person has or will have, as a result consummation of the transactions contemplated by this Agreement, any right, interest Agreement which have not been obtained or valid claim against made by Closing and the failure of which to obtain or upon such Party for any commission, fee or other compensation as make would have a finder or broker because of any act by such Party or of any agent of such PartyMaterial Adverse Effect.

Representations and Warranties of Both Parties. (a) Each Party represents and warrants to the other Party that, as of the Effective Date: date of this Agreement, (ai) Such such Party is duly organized and validly existing under the laws of the jurisdiction of its incorporation and has full corporate power and authority to enter into this Agreement and to carry out the provisions hereof; ; (bii) Such such Party has taken all corporate action necessary full right, power and authority to authorize the execution and delivery of enter into this Agreement, (iii) this Agreement has been duly executed by such Party and the performance of its obligations under this Agreement; (c) This Agreement is constitutes a legal legal, valid and valid binding obligation of such Party, binding upon such Party and enforceable against such Party in accordance with the terms of this Agreement except as such enforceability may be affected by laws affecting creditors’ rights generally its terms, and [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. general equitable principles. The execution, delivery and performance of this Agreement by such Party do not and shall not conflict with any agreement, instrument or understanding, oral or written, to which such Party is a party or by which such Party may be bound, or violate any law or regulation of any court, governmental body or administrative or other agency having authority over such Party. All (iv) all necessary consents, approvals and authorizations from of all governmental government authorities or and other Third Parties persons required to be obtained by such Party in connection with the execution, delivery and performance of this Agreement have been and shall be obtained;. * The asterisk denotes the confidential portions of this document that have been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. (db) Such Each Party has sufficient facilitiesrepresents to the other Party that notwithstanding anything to the contrary in this Agreement, experienced personnel the execution and delivery of this Agreement and the performance of such Party’s obligations hereunder (a) do not conflict with or violate such Party’s corporate charter and bylaws or any requirement of applicable laws or regulations and (b) do not conflict with, violate or breach or constitute a default or require any consent under, any contractual obligation of such Party. (c) Each Party represents and warrants to the other capabilities Party that as of the date of this Agreement there is no claim, investigation, suit, action or proceeding pending or, to enable it the knowledge of such Party, expressly threatened, against such Party before or by any governmental entity or arbitrator that, individually or in the aggregate, could reasonably be expected to (i) materially impair the ability of such Party to perform its obligations any obligation under this Agreement; and Agreement or (eii) No Person has prevent or will have, as a result materially delay or alter the consummation of any or all of the transactions contemplated by this Agreement, any right, interest or valid claim against or upon such Party for any commission, fee or other compensation as a finder or broker because of any act by such Party or of any agent of such Partyhereby.

Representations and Warranties of Both Parties. Each Party hereby represents and warrants to the other Party thatParty, as of the Effective Date, that: (a) Such such Party is duly organized and organized, validly existing and in good standing under the laws Applicable Law of the jurisdiction of its incorporation formation and has full corporate power and authority to enter into this Agreement Agreement, and to carry out the provisions hereof; (b) Such such Party has taken all necessary corporate action necessary on its part to authorize the execution and delivery of this Agreement and the performance of its obligations under this Agreementhereunder; (c) This this Agreement is a legal has been duly executed and valid obligation delivered on behalf of such Party, and constitutes a legal, valid, binding upon such Party and obligation, enforceable against such Party it in accordance with the terms of this Agreement its terms, except as such enforceability may be affected by laws affecting creditors’ rights generally and [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. extent that enforcement of the rights and remedies created hereby is subject to (i) bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application affecting the rights and remedies of creditors, or (ii) laws governing specific performance, injunctive relief and other equitable principles. The remedies; (d) the execution, delivery and performance of this Agreement by such Party do does not and shall not breach or conflict with any agreementagreement or any provision thereof, or any instrument or understanding, oral or written, to which such Party (or any of its Affiliates) is a party or by CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. which such Party (or any of its Affiliates) is bound, nor violate any Applicable Law of any Governmental Authority having jurisdiction over such Party (or any of its Affiliates); (e) 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 Law currently in effect, is or will be necessary for, or in connection with, the transaction contemplated by this Agreement, or for the performance by it of its obligations under this Agreement, except (i) as may be boundrequired to conduct Development or Commercialization activities, including conducting Clinical Trials, seeking, obtaining, or violate any law maintaining Regulatory Approvals or regulation applicable Regulatory Materials, or Manufacturing or (ii) as set forth in Section 3.2 of the Master Collaboration Agreement; and (f) it has obtained all necessary authorizations, consents and approvals of any court, governmental body or administrative or other agency having authority over such Party. All consents, approvals and authorizations from all governmental authorities or other Third Parties Party that is required to be obtained by such Party it as of the Effective Date for, or in connection with with, the executiontransaction contemplated by this Agreement, delivery and or for the performance by it of this Agreement have been obtained; (d) Such Party has sufficient facilities, experienced personnel and other capabilities to enable it to perform its obligations under this Agreement; and , except (ei) No Person has as may be required to conduct Development or will haveCommercialization activities, including conducting Clinical Trials, seeking, obtaining, or maintaining Regulatory Approvals or applicable Regulatory Materials, or Manufacturing or (ii) as a result set forth in Section 3.2 of the transactions contemplated by this Master Collaboration Agreement, any right, interest or valid claim against or upon such Party for any commission, fee or other compensation as a finder or broker because of any act by such Party or of any agent of such Party.

Representations and Warranties of Both Parties. Each Party hereby represents and warrants as of both the Execution Date and the Effective Date to the other Party that, as of the Effective Date: (a) Such Party is duly organized and validly existing under 9.1.1. it has the laws of the jurisdiction of its incorporation and has full corporate power and authority and the legal right to enter into this Agreement and to carry out the provisions hereof; (b) Such Party perform its obligations hereunder, and that it has taken all corporate necessary action necessary on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations under this Agreementhereunder; (c) This 9.1.2. this Agreement is has been duly executed and delivered on behalf of such Party and constitutes a legal legal, valid and valid binding obligation of such Party, binding upon such Party and is enforceable against such Party it in accordance with the its terms of this Agreement except as such enforceability may be affected by laws affecting creditors’ rights generally and [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect subject to the omitted portions. effects of bankruptcy, insolvency or other laws of general equitable principles. The executionapplication affecting the enforcement of creditor rights and judicial principles affecting the availability of specific performance and general principles of equity, delivery and performance of this Agreement by such Party do not and shall not conflict with any agreement, instrument or understanding, oral or written, to which such Party whether enforceability is considered a party or by which such Party may be bound, or violate any proceeding at law or regulation of any court, governmental body or administrative or other agency having authority over such Partyequity; 9.1.3. All all necessary consents, approvals and authorizations from of all governmental authorities or Regulatory Authorities and other Third Parties parties required to be obtained by such Party in connection with the execution, execution and delivery and performance of this Agreement and the performance of its obligations hereunder have been obtained; 9.1.4. the execution and delivery of this Agreement and the performance of such Party’s obligations hereunder (da) Such do not conflict with or violate any requirement of Applicable Law or any provision of the certificate of incorporation, bylaws or any similar instrument of such Party, as applicable, in any material way, and (b) do not conflict with, violate, or breach or constitute a default or require any consent not already obtained under, any contractual obligation or court or administrative order by which such Party has sufficient facilities, experienced personnel and other capabilities to enable it to perform its obligations under this Agreementis bound; and 9.1.5. all employees, consultants, or (esub)contractors (except academic collaborators or Third Parties under material transfer agreements) No Person has or will have, as a result of the transactions contemplated by this Agreement, any right, interest or valid claim against or upon such Party for any commission, fee or other compensation as a finder or broker because of any act by such Party or of any agent Affiliates performing development activities hereunder on behalf of such PartyParty will be obligated to assign all right, title and interest in and to any inventions developed by them, whether or not patentable, to such Party or Affiliate, respectively, as the sole owner thereof.

Representations and Warranties of Both Parties. Each Party represents and warrants to the other Party that, as of the Effective Date: (a) Such Party is duly organized and validly existing under the laws of the jurisdiction of its incorporation and has full corporate power and authority to enter into this Agreement and to carry out the provisions hereof; (b) Such Party has taken all corporate action necessary to authorize the execution and delivery of this Agreement and the performance of its obligations under this Agreement; (c) This Agreement is a legal and valid obligation of such Party, binding upon such Party and enforceable against such Party in accordance with the terms of this Agreement Agreement, except as such enforceability may be affected by laws affecting creditors’ ' rights generally and [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. general equitable principles. The execution, delivery and performance of this Agreement by such Party do not and shall not conflict with any agreement, instrument or understanding, oral or written, to which such Party is a party or by which such Party may be bound, or violate any law or regulation of any court, governmental body or administrative or other agency having authority over such Party. All consents, approvals and authorizations from all governmental authorities or other Third Parties required to be obtained by such Party in connection with the execution, delivery and performance of this Agreement have been obtained; (d) Such Party has sufficient facilities, experienced personnel and other capabilities to enable it to perform its obligations under this Agreement; and (e) No Person has or will have, as a result of the transactions contemplated by this Agreement, any right, interest or valid claim against or upon such Party for any commission, fee or other compensation as a finder or broker because of any act by such Party or of any agent of such Party. In addition, the Parties covenant with one another that if a filing under the Xxxx Xxxxx Xxxxxx Act is necessary in connection with the transaction contemplated by this Agreement, the Parties, in cooperation with each other, shall take all actions reasonably necessary to make and complete such filing, as soon as practicable after the Effective Date.

Representations and Warranties of Both Parties. (a) Each Party represents and warrants to the other Party that, as of the Effective Date: date of this Agreement, (ai) Such such Party is duly organized and validly existing under the laws of the jurisdiction of its incorporation and has full corporate power and authority to enter into this Agreement and to carry out the provisions hereof; ; (bii) Such such Party has taken all corporate action necessary full right, power and authority to authorize the execution and delivery of enter into this Agreement, (iii) this Agreement has been duly executed by such Party and the performance of its obligations under this Agreement; (c) This Agreement is constitutes a legal legal, valid and valid binding obligation of such Party, binding upon such Party and enforceable against such Party in accordance with the terms of this Agreement except as such enforceability may be affected by laws affecting creditors’ rights generally its terms, and [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. general equitable principles. The execution, delivery and performance of this Agreement by such Party do not and shall not conflict with any agreement, instrument or understanding, oral or written, to which such Party is a party or by which such Party may be bound, or violate any law or regulation of any court, governmental body or administrative or other agency having authority over such Party. All (iv) all necessary consents, approvals and authorizations from of all governmental government authorities or and other Third Parties persons required to be obtained by such Party in connection with the execution, delivery and performance of this Agreement have been and shall be obtained;. * The asterisk denotes the confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities Exchange Commission. (db) Such Each Party has sufficient facilitiesrepresents to the other Party that notwithstanding anything to the contrary in this Agreement, experienced personnel the execution and delivery of this Agreement and the performance of such Party’s obligations hereunder (a) do not conflict with or violate such Party’s corporate charter and bylaws or any requirement of applicable laws or regulations and (b) do not conflict with, violate or breach or constitute a default or require any consent under, any contractual obligation of such Party. (c) Each Party represents and warrants to the other capabilities Party that as of the date of this Agreement there is no claim, investigation, suit, action or proceeding pending or, to enable it the knowledge of such Party, expressly threatened, against such Party before or by any governmental entity or arbitrator that, individually or in the aggregate, could reasonably be expected to (i) materially impair the ability of such Party to perform its obligations any obligation under this Agreement; and Agreement or (eii) No Person has prevent or will have, as a result materially delay or alter the consummation of any or all of the transactions contemplated by this Agreement, any right, interest or valid claim against or upon such Party for any commission, fee or other compensation as a finder or broker because of any act by such Party or of any agent of such Partyhereby.

Representations and Warranties of Both Parties. Each Party represents The parties represent and warrants warrant to the other Party thateach other, as of the Effective Datedate hereof and as of the Investor Closing, as follows: (a) Such Party is duly organized Each party represents and validly existing under the laws of the jurisdiction of its incorporation and warrants to that other that (i) it has full corporate power and authority to enter into execute and deliver this Agreement, the SAR Agreement and the Note, to carry out perform its obligations hereunder and thereunder and to consummate the provisions hereof; transactions contemplated hereby and thereby and (bii) Such Party has taken all corporate action necessary to authorize the execution and delivery of this Agreement, the SAR BUS_RE/5483002.4 Agreement and the Note, the performance of its the obligations under hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all requisite corporate action and each party has duly executed and delivered this Agreement;. (cb) This Agreement is a legal Each party represents and valid obligation of such Party, binding upon such Party and enforceable against such Party in accordance with the terms of this Agreement except as such enforceability may be affected by laws affecting creditors’ rights generally and [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect warrants to the omitted portions. general equitable principles. The execution, delivery and performance of this Agreement by such Party do not and shall not conflict with any agreement, instrument or understanding, oral or written, to which such Party is a party or by which such Party may be bound, or violate any law or regulation of any court, governmental body or administrative or other agency having authority over such Party. All consents, approvals and authorizations from all governmental authorities or other Third Parties required to be obtained by such Party in connection with that the execution, delivery and performance of this Agreement, the SAR Agreement have been obtained;and the Note and the consummation of the transactions contemplated hereby and thereby, require no action by or in respect of, or filing with, any Governmental Authority. (c) Each party represents and warrants to the other that the execution, delivery and performance by the Investor and the Company (as applicable) of this Agreement, the SAR Agreement and the Note and the consummation of the transactions contemplated hereby and thereby do not (i) conflict with or result in any violation or breach of any provision of any of the organizational documents of the Investor or the Company (as applicable), (ii) conflict with or result in any violation or breach of any provision of any Applicable Law or (iii) require any consent or other action by any Person under any provision of any material agreement or other instrument to which the Investor or the Company (as applicable) is a party. (d) Such Party has sufficient facilitiesEach party represents and warrants to the other that this Agreement constitutes, experienced personnel and other capabilities to enable it to perform its obligations under this Agreement; and (e) No Person has or will have, as a result each of the transactions contemplated by this SAR Agreement, any rightthe SARs and the Note will constitute when executed and/or delivered (as applicable) at the Investor Closing, interest a legal, valid and binding obligation, enforceable against each applicable party and its successors and permitted assigns in accordance with its terms except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or valid claim against similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or upon such Party for any commission, fee or other compensation as a finder or broker because of any act by such Party or of any agent of such Partyat law).

Representations and Warranties of Both Parties. Each Party hereby represents and warrants as of the Effective Date (and covenants as applicable) to the other Party that, as of the Effective Date: (a) Such Party 9.1.1. it is a corporation duly organized organized, validly existing, and validly existing in good standing under the laws of the its jurisdiction of its incorporation and incorporation; 9.1.2. It has full corporate the power and authority and the legal right to enter into this Agreement and to carry out the provisions hereof; (b) Such Party perform its obligations hereunder, and that it has taken all corporate necessary action necessary on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations under this Agreementhereunder; (c) This 9.1.3. this Agreement is has been duly executed and delivered on behalf of such Party and constitutes a legal legal, valid and valid binding obligation of such Party, binding upon such Party and is enforceable against such Party it in accordance with its terms subject to the terms effects of this Agreement except as such bankruptcy, insolvency or other laws of general application affecting the enforcement of creditor rights and judicial principles affecting the availability of specific performance and general principles of equity, whether enforceability may be affected by laws affecting creditors’ rights generally and [***] Certain information in this document has been omitted and filed separately is considered a proceeding at law or equity; 9.1.4. other than compliance with the Securities and Exchange Commission. Confidential treatment has been requested with respect to HSR Act for the omitted portions. general equitable principles. The executionexercised Options granted hereunder, delivery and performance of this Agreement by such Party do not and shall not conflict with any agreement, instrument or understanding, oral or written, to which such Party is a party or by which such Party may be bound, or violate any law or regulation of any court, governmental body or administrative or other agency having authority over such Party. All all necessary consents, approvals and authorizations from of all governmental authorities or Regulatory Authorities and other Third Parties parties required to be obtained by such Party in connection with the execution, execution and delivery and performance of this Agreement and the performance of its obligations hereunder have been obtained; 9.1.5. the execution and delivery of this Agreement and the performance of such Party’s obligations hereunder (da) Such do not conflict with or violate any requirement of Applicable Law or any provision of the certificate of incorporation, bylaws or any similar instrument of such Party, as applicable, and (b) do not conflict with, violate, or breach or constitute a default or require any consent not already obtained under, any contractual obligation or court or administrative order by which such Party is bound; 9.1.6. all employees, consultants, or (sub)contractors (except academic collaborators or Third Parties under material transfer agreements) of such Party or Affiliates performing development activities hereunder on behalf of such Party will be obligated to assign all right, title and interest in and to any inventions developed by them, whether or not patentable, to such Party or Affiliate, respectively, as the sole owner thereof; (i) neither such Party nor, to the actual knowledge of such Party, any employee, agent or subcontractor of such Party involved or to be involved in the Development of the Products has sufficient facilitiesbeen debarred under Subsection (a) or (b) of Section 306 of the Federal Food, experienced personnel Drug and Cosmetic Act (21 U.S.C. 335a); 52 (ii) no Person who is known by such Party to have been debarred under Subsection (a) or (b) of Section 306 of said Act will be employed by such Party in the performance of any activities hereunder; and (iii) to the actual knowledge of such Party, no Person on any of the FDA clinical investigator enforcement lists (including, but not limited to, the (1) Disqualified/Totally Restricted List, (2) Restricted List and (3) Adequate Assurances List) will participate in the performance of any activities hereunder; 9.1.8. during the term of this Agreement, neither Party nor any of its Affiliates shall disclose any Confidential Information of the other capabilities Party relating to enable it any Product to any Third Party if such disclosure would fundamentally frustrate the purpose of this Agreement; 9.1.9. Akcea has taken reasonable precautions, and during the term of this Agreement each Party will take reasonable precautions, to preserve the confidentiality of the Licensed Know-How, including requiring each Person having access to the Licensed Know-How to be subject to confidentiality, non-use, and non-disclosure obligations protecting the Licensed Know-How as the confidential, proprietary materials and information of Akcea; 9.1.10. there are no claims pending or, to each Party’s Knowledge, threatened against such Party or any of its Affiliates, nor is such Party or any of its Affiliates a party to any judgment or settlement, that would be reasonably expected to adversely affect or restrict the ability of such Party to consummate any of the transactions contemplated under this Agreement or to perform any of its obligations under this Agreement, or which would affect any of the Licensed Technology, including the Licensed Patents, or Akcea’s Control thereof, or any Product; 9.1.11. all non-clinical and clinical studies and trials conducted by a Party on AKCEA-APO(a)-LRx and AKCEA-APOCIII-LRx, have been and will be conducted in accordance with Applicable Law and, as applicable, GLP and GCP; 9.1.12. except for any activities Akcea is obligated to conduct under the Prior Agreements as in effect on the Effective Date, each Party does not and during the term of this Agreement will not conduct any activities which would violate ARTICLE 4; and (e) No Person has or 9.1.13. Each Party and its Affiliates have conducted and will haveconduct their business in compliance with the Foreign Corrupt Practices Act of 1977, as a result the UK Bribery Act of the transactions contemplated by this Agreement, 2010 and any right, interest or valid claim against or upon such Party for any commission, fee or other compensation as a finder or broker because of any act by such Party or of any agent of such Partyapplicable anti-corruption Laws.

Representations and Warranties of Both Parties. Each Party hereby represents and warrants to the other Party that, as of the Effective Date: (a) Such Party It is duly organized and organized, validly existing and in good standing under the laws of the its jurisdiction of its incorporation organization and is duly qualified to do business in all jurisdictions where such qualification is required. (b) It has full corporate power and authority to enter into this Agreement and to carry out the provisions hereof; (b) Such Party has taken all corporate action necessary to authorize the execution and delivery of this Agreement and the performance of perform its obligations under this Agreement; (c) This Agreement is a legal and valid obligation of such Party, binding upon such Party and enforceable against such Party in accordance with the terms of this Agreement except as such enforceability may be affected by laws affecting creditors’ rights generally and [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. general equitable principleshereunder. The execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action and do not and will not contravene its organizational documents or conflict with, result in a breach of, or entitle any party (with due notice or lapse of time or both) to terminate, accelerate or declare a default under, any agreement or instrument to which it is a party or by which it is bound. The execution, delivery and performance by it of this Agreement will not result in any violation by it of any law, rule or regulation applicable to it. It is not a party to, nor subject to or bound by, any judgment, injunction or decree of any court or other governmental entity, which may restrict or interfere with the performance of this Agreement by it. This Agreement has been duly and validly executed and delivered on its behalf and is its valid and binding obligation and is enforceable against it in accordance with its terms, except that such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting or relating to the enforcement of creditor’s rights generally or general principles of equity. (c) Except for the approvals of the FERC and MDTE, no consent, waiver, order, approval, authorization or order of, or registration, qualification or filing with, any court or other governmental agency or authority is required for the execution, delivery and performance by such Party do not of this Agreement and shall not conflict with any the consummation by such Party of the transactions contemplated hereby. No agreement, instrument consent or understanding, oral or written, waiver of any party to any contract to which such Party is a party or by which such Party may be bound, or violate any law or regulation of any court, governmental body or administrative or other agency having authority over such Party. All consents, approvals and authorizations from all governmental authorities or other Third Parties it is bound is required to be obtained by such Party in connection with for the execution, delivery and performance by such Party of this Agreement have which has not been duly obtained;. (d) Such Party has sufficient facilities, experienced personnel and other capabilities to enable it to perform its obligations under this Agreement; and (e) No Person has or will have, as a result of the transactions contemplated by this Agreement, any right, interest or valid claim against or upon such Party Except for any commissionfees payable by the Seller to Concentric Energy Advisors, fee Inc., no broker, finder or other compensation as a finder person is entitled to any fees or broker because of any act by such Party commissions in connection with this Agreement or of any agent of such Partythe transaction contemplated herein.

Representations and Warranties of Both Parties. Each Party hereby represents and warrants as of the Effective Date (and covenants as applicable) to the other Party that, as of the Effective Date: (a) Such Party 9.1.1. it is a corporation duly organized organized, validly existing, and validly existing in good standing under the laws of the its jurisdiction of its incorporation and incorporation; 9.1.2. It has full corporate the power and authority and the legal right to enter into this Agreement and to carry out the provisions hereof; (b) Such Party perform its obligations hereunder, and that it has taken all corporate necessary action necessary on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations under this Agreementhereunder; (c) This 9.1.3. this Agreement is has been duly executed and delivered on behalf of such Party and constitutes a legal legal, valid and valid binding obligation of such Party, binding upon such Party and is enforceable against such Party it in accordance with its terms subject to the terms effects of this Agreement except as such bankruptcy, insolvency or other laws of general application affecting the enforcement of creditor rights and judicial principles affecting the availability of specific performance and general principles of equity, whether enforceability may be affected by laws affecting creditors’ rights generally and [***] Certain information in this document has been omitted and filed separately is considered a proceeding at law or equity; 9.1.4. other than compliance with the Securities and Exchange Commission. Confidential treatment has been requested with respect to HSR Act for the omitted portions. general equitable principles. The executionexercised Options granted hereunder, delivery and performance of this Agreement by such Party do not and shall not conflict with any agreement, instrument or understanding, oral or written, to which such Party is a party or by which such Party may be bound, or violate any law or regulation of any court, governmental body or administrative or other agency having authority over such Party. All all necessary consents, approvals and authorizations from of all governmental authorities or Regulatory Authorities and other Third Parties parties required to be obtained by such Party in connection with the execution, execution and delivery and performance of this Agreement and the performance of its obligations hereunder have been obtained; 9.1.5. the execution and delivery of this Agreement and the performance of such Party’s obligations hereunder (da) Such do not conflict with or violate any requirement of Applicable Law or any provision of the certificate of incorporation, bylaws or any similar instrument of such Party, as applicable, and (b) do not conflict with, violate, or breach or constitute a default or require any consent not already obtained under, any contractual obligation or court or administrative order by which such Party is bound; 9.1.6. all employees, consultants, or (sub)contractors (except academic collaborators or Third Parties under material transfer agreements) of such Party or Affiliates performing development activities hereunder on behalf of such Party will be obligated to assign all right, title and interest in and to any inventions developed by them, whether or not patentable, to such Party or Affiliate, respectively, as the sole owner thereof; 9.1.7. (i) neither such Party nor, to the actual knowledge of such Party, any employee, agent or subcontractor of such Party involved or to be involved in the Development of the Products has sufficient facilitiesbeen debarred under Subsection (a) or (b) of Section 306 of the Federal Food, experienced personnel Drug and Cosmetic Act (21 U.S.C. 335a); (ii) no Person who is known by such Party to have been debarred under Subsection (a) or (b) of Section 306 of said Act will be employed by such Party in the performance of any activities hereunder; and (iii) to the actual knowledge of such Party, no Person on any of the FDA clinical investigator enforcement lists (including, but not limited to, the (1) Disqualified/Totally Restricted List, (2) Restricted List and (3) Adequate Assurances List) will participate in the performance of any activities hereunder; 9.1.8. during the term of this Agreement, neither Party nor any of its Affiliates shall disclose any Confidential Information of the other capabilities Party relating to enable it any Product to any Third Party if such disclosure would fundamentally frustrate the purpose of this Agreement; 9.1.9. Akcea has taken reasonable precautions, and during the term of this Agreement each Party will take reasonable precautions, to preserve the confidentiality of the Licensed Know-How, including requiring each Person having access to the Licensed Know-How to be subject to confidentiality, non-use, and non-disclosure obligations protecting the Licensed Know-How as the confidential, proprietary materials and information of Akcea; 9.1.10. there are no claims pending or, to each Party’s Knowledge, threatened against such Party or any of its Affiliates, nor is such Party or any of its Affiliates a party to any judgment or settlement, that would be reasonably expected to adversely affect or restrict the ability of such Party to consummate any of the transactions contemplated under this Agreement or to perform any of its obligations under this Agreement, or which would affect any of the Licensed Technology, including the Licensed Patents, or Akcea’s Control thereof, or any Product; 9.1.11. all non-clinical and clinical studies and trials conducted by a Party on AKCEA-APO(a)-LRx and AKCEA-APOCIII-LRx, have been and will be conducted in accordance with Applicable Law and, as applicable, GLP and GCP; 9.1.12. except for any activities Akcea is obligated to conduct under the Prior Agreements as in effect on the Effective Date, each Party does not and during the term of this Agreement will not conduct any activities which would violate ARTICLE 4; and (e) No Person has or 9.1.13. Each Party and its Affiliates have conducted and will haveconduct their business in compliance with the Foreign Corrupt Practices Act of 1977, as a result the UK Bribery Act of the transactions contemplated by this Agreement, 2010 and any right, interest or valid claim against or upon such Party for any commission, fee or other compensation as a finder or broker because of any act by such Party or of any agent of such Partyapplicable anti-corruption Laws.

Representations and Warranties of Both Parties. Each Party represents and warrants to the other Party thatParty, as of the Effective Date, that: 2.1.1 such Party: (a1) Such Party is a corporation duly organized and organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and in which it is incorporated; (2) has full the corporate power and authority and the legal right to own and operate its property and assets, to lease the property and assets it operates under lease, and to carry on its business as it is now being conducted; and (3) is in compliance with all requirements of applicable law, except to the extent that any noncompliance would not have a material adverse effect on the properties, business, financial or other condition of such Party and would not materially adversely affect such Party's ability to perform its obligations under this Agreement; Note: Certain portions of this document have been marked "[C.I.]" to indicate that confidential treatment has been requested for this confidential information. The confidential portions have been omitted and filed separately with the Sec1urities and Exchange Commission. 2.1.2 such Party: (1) has the corporate power and authority and the legal right to enter into this Agreement and to carry out the provisions hereof; perform its obligations hereunder; and (b2) Such Party has taken all necessary corporate action necessary on its part to authorize the execution and delivery of this Agreement and the performance of its obligations under this Agreement; (c) This hereunder. The Agreement is a legal has been duly executed and valid obligation delivered on behalf of such Party, and constitutes a legal, valid, binding upon such Party and obligation, enforceable against such Party in accordance with the terms of this Agreement except as such enforceability may be affected by laws affecting creditors’ rights generally and [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. general equitable principles. The execution, delivery and performance of this Agreement by its terms; 2.1.3 such Party do not and shall not conflict with any agreement, instrument or understanding, oral or written, to which such Party is a party or by which such Party may be bound, or violate any law or regulation of any court, governmental body or administrative or other agency having authority over such Party. All has obtained all necessary consents, approvals and authorizations from of all governmental authorities or other Third Parties and third parties required to be obtained by such Party in connection with the execution, delivery and performance of this Agreement have been obtained; (d) Such Party has sufficient facilities, experienced personnel and other capabilities to enable it to perform its obligations under this Agreement; and 2.1.4 the execution and delivery of this Agreement and the performance of such Party's obligations hereunder: (e1) No Person has do not, to the best of such Party's knowledge, conflict with or will haveviolate any requirement of applicable laws or regulations; and (2) do not conflict with, as or constitute a result of the transactions contemplated by this Agreementdefault under, any right, interest or valid claim against or upon such Party for any commission, fee or other compensation as a finder or broker because of any act by such Party or of any agent contractual obligation of such Party.