Common use of Representations and Warranties of Collaborator Clause in Contracts

Representations and Warranties of Collaborator. Collaborator hereby represents and warrants to ICD that: 9.2.1 Collaborator has the requisite power and authority to enter into this CRADA and to perform according to its terms, and that Collaborator’s official signing this CRADA has authority to do so. 9.2.2 Neither Collaborator nor any of its personnel involved in this CRADA, including Affiliates, agents, and contractors are presently subject to debarment or suspension by any agency of the Government. Should Collaborator or any of its personnel involved in this CRADA be debarred or suspended during the term of this CRADA, Collaborator will notify ICD within […***…] of receipt of final notice. 9.2.3 Subject to Paragraph 12.3, and if and to the extent Collaborator has agreed to provide funding under Appendix B, Collaborator is financially able to satisfy these obligations in a timely manner. 9.2.4 The Test Article provided has been produced in accordance with the FDA’s current Good Manufacturing Practice set out in 21 C.F.R. §§ 210-211 and ICH QA7, and meets the specifications cited in the Certificate of Analysis and Investigator’s Brochure provided. PHS ICT-CRADA Case Ref. No. MODEL ADOPTED June 18, 2009 Page 50 of 52 Confidential PUBLIC HEALTH SERVICE COOPERATIVE RESEARCH AND DEVELOPMENT AGREEMENT FOR INTRAMURAL-PHS CLINICAL RESEARCH 9.2.5 The execution and delivery of this CRADA and the performance of Collaborator’s obligations hereunder (a) do not conflict with or violate any requirement of applicable laws or regulations, and (b) do not conflict with, or constitute a default under, any contractual obligation of Collaborator. Amend Section 10.3 to read as follows:

Representations and Warranties of Collaborator. Collaborator hereby represents and warrants to ICD that: 9.2.1 Collaborator has the requisite power and authority to enter into this CRADA and to perform according to its terms, and that Collaborator’s official signing this CRADA has authority to do so. 9.2.2 Neither Collaborator nor any of its personnel involved in this CRADA, including Affiliates, agents, and contractors are presently subject to debarment or suspension by any agency of the Government. Should Collaborator or any of its personnel involved in this CRADA be debarred or suspended during the term of this CRADA, Collaborator will notify ICD within […***…] of receipt of final notice. 9.2.3 Subject to Paragraph 12.3, and if and to the extent Collaborator has agreed to provide funding under Appendix B, Collaborator is financially able to satisfy these obligations in a timely manner. 9.2.4 The Test Article provided has been produced in accordance with the FDA’s current Good Manufacturing Practice set out in 21 C.F.R. §§ 210-211 and ICH QA7, and PHS ICT-CRADA Case Ref. No. _______ MODEL ADOPTED June 18, 2009 Page 52 of 55 Confidential meets the specifications cited in the Certificate of Analysis and Investigator’s Brochure provided. PHS ICT-CRADA Case Ref. No. MODEL ADOPTED June 18, 2009 Page 50 of 52 Confidential PUBLIC HEALTH SERVICE COOPERATIVE RESEARCH AND DEVELOPMENT AGREEMENT FOR INTRAMURAL-PHS CLINICAL RESEARCH. 9.2.5 The execution and delivery of this CRADA and the performance of Collaborator’s obligations hereunder (a) do not conflict with or violate any requirement of applicable laws or regulations, and (b) do not conflict with, or constitute a default under, any contractual obligation of Collaborator. Amend Section 10.3 to read as follows:.

Representations and Warranties of Collaborator. Collaborator hereby represents and warrants to ICD that: 9.2.1 Collaborator has the requisite power and authority to enter into this CRADA and to perform according to its terms, and that Collaborator’s official signing this CRADA has authority to do so. 9.2.2 Neither Collaborator nor any of its personnel involved in this CRADA, including Affiliates, agents, and contractors are presently subject to debarment or suspension by any agency of the Government. Should Collaborator or any of its personnel involved in this CRADA be debarred or suspended during the term of this CRADA, Collaborator will notify ICD within […***…] thirty (30) days of receipt of final notice. 9.2.3 Subject to Paragraph 12.3, and if and to the extent Collaborator has agreed to provide funding under Appendix B, Collaborator is financially able to satisfy these PHS ECT-CRADA Case Ref. No. _______ MODEL ADOPTED 2005 [ * ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. obligations in a timely manner. 9.2.4 The Test Article provided has been produced in accordance with the FDA’s current Good Manufacturing Practice set out in 21 C.F.R. §§ 210-211 211, and ICH QA7, and meets the specifications cited in the Certificate of Analysis and Investigator’s Brochure provided. PHS ICT-CRADA Case Ref. No. MODEL ADOPTED June 18, 2009 Page 50 of 52 Confidential PUBLIC HEALTH SERVICE COOPERATIVE RESEARCH AND DEVELOPMENT AGREEMENT FOR INTRAMURAL-PHS CLINICAL RESEARCH 9.2.5 The execution and delivery of this CRADA and the performance of Collaborator’s obligations hereunder (a) do not conflict with or violate any requirement of applicable laws or regulations, and (b) do not conflict with, or constitute a default under, any contractual obligation of Collaborator. Amend Section 10.3 to read as follows:.