Common use of Representations and Warranties of Each Party Clause in Contracts

Representations and Warranties of Each Party. Each of ICN and Schering hereby represents, warrants and covenants to the other Party hereto as follows: (a) It is a corporation duly organized and validly existing under the laws of the state or other jurisdiction of incorporation or formation; (b) The execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate action, subject only to receipt of requisite boards of directors' approvals; (c) It has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (d) The execution, delivery and performance by such Party of this Agreement and its compliance with the terms and provisions hereof does not and will not conflict with or result in a breach of any of the terms and provisions of or constitute a default under (i) a loan agreement, guaranty, financing agreement, agreement affecting a product or other agreement or instrument binding or affecting it or its property; (ii) the provisions of its charter documents or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound; (e) Except for the governmental and regulatory approvals required to market the Product in the Territory, the execution, delivery and performance of this Agreement by such Party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority and the execution, delivery or performance of this Agreement will not violate any law, rule or regulation applicable to such Party; (f) This Agreement has been duly authorized, executed and delivered and constitutes such Party's legal, valid and binding obligation enforceable against it in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to the availability of particular remedies under general equity principles; and (g) It shall comply with all applicable material laws and regulations relating to its activities under this Agreement.

Representations and Warranties of Each Party. Each of ICN Party represents and Schering hereby represents, warrants and covenants to the other Party hereto as followsof the Effective Date that: (a) It Such Party is a corporation duly organized and organized, validly existing and in good standing under the laws of the state or other jurisdiction of incorporation or formation;in which it is organized. (b) The executionSuch Party (i) has the legal right and power to enter into this Agreement, to extend the rights granted or to be granted to the other in this Agreement, and to fully perform its obligations hereunder, including to grant the licenses set forth herein, and (ii) has taken all requisite action on its part to authorize the execution and delivery and performance of this Agreement by such Party and the performance of its obligations hereunder. This Agreement has been duly authorized executed and delivered on behalf of such Party, and constitutes a legal, valid and binding obligation, enforceable against such Party in accordance with its terms, except as may be limited by all requisite corporate actionbankruptcy, subject only to receipt of requisite boards of directors' approvals;insolvency, reorganization or other laws affecting creditors’ rights generally and by general equitable principles. (c) It Neither such Party nor its Affiliates has been debarred or is subject to debarment. Neither it nor its Affiliates will use in any capacity, in connection with the power and authority services to execute and deliver be performed under this Agreement, any person who has been debarred pursuant to Section 306 of the FFDCA, or who is the subject of a conviction described in such section. In addition, neither it nor its Affiliates has used in any capacity, in connection with any Development activities with respect to the mRNA Technology, mRNA Construct or any Polypeptide included hereunder carried out prior to the Effective Date, any person who has been debarred or was the subject of a conviction described in Section 306. Such Party agrees to inform the other Party in writing immediately if it or any person who is performing services under this Agreement and is debarred or is the subject of a conviction described in Section 306, or if any action, suit, claim, investigation or legal or administrative proceeding is pending or, to perform the best of such Party’s or its obligations hereunder;Affiliates’ Knowledge, is threatened, relating to the debarment or conviction of such Party or any person performing services under this Agreement, or if such Party becomes aware that it or any person performing Development activities with respect to an mRNA Construct, Polypeptide, Product Candidate, Elected Candidate or Product included hereunder carried out prior to the Effective Date was debarred or was the subject of a conviction described in Section 306. (d) The executionAll necessary consents, delivery approvals and performance authorizations of all governmental authorities and other Persons required to be obtained by such Party to enter into, or perform its obligations under, this Agreement have been obtained. (e) The execution and delivery of this Agreement and its compliance with the terms and provisions hereof does not and performance of such Party’s obligations hereunder (i) will not conflict with or result in a breach violate any requirement of any applicable Law or orders of the terms and provisions of governmental bodies, (ii) do not conflict with, or constitute a default under (i) a loan agreementunder, guaranty, financing agreement, agreement affecting a product or other agreement or instrument binding or affecting it or its property; (ii) the provisions any contractual obligation of its charter documents or bylaws; or such Party and (iii) any order, writ, injunction do not conflict with or decree of any court or governmental authority entered against it or by which any of its property is bound; (e) Except for the governmental and regulatory approvals required to market the Product in the Territory, the execution, delivery and performance of this Agreement by such Party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority and the execution, delivery or performance of this Agreement will not violate any lawprovision of the corporate charter, rule by-laws or regulation applicable to other organizational documents of such Party; (f) This Agreement has been duly authorized, executed and delivered and constitutes such Party's legal, valid and binding obligation enforceable against it in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to the availability of particular remedies under general equity principles; and (g) It shall comply with all applicable material laws and regulations relating to its activities under this Agreement.

Representations and Warranties of Each Party. Each of ICN Merck and Schering Licensee hereby represents, warrants and covenants to the other Party hereto as follows: (a) It it is a corporation duly organized and validly existing under the laws of the state or other jurisdiction of incorporation or formationits incorporation; (b) The the execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate action, subject only to receipt of requisite boards of directors' approvals; (c) It it has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (d) The the execution, delivery and performance by such Party of this Agreement and its compliance with the terms and provisions hereof herein does not and will not conflict with or result in a breach of any of the terms and provisions of or constitute a default under (i) a loan agreement, guaranty, financing agreement, agreement affecting a product or other agreement or instrument binding or affecting it or its property; (ii) the provisions of its corporate charter or other operative documents or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound; (e) Except except for the governmental and regulatory approvals Marketing Authorizations required to market the Licensed Product in the Territory, the execution, delivery and performance of this Agreement by such Party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority Regulatory Authority and the execution, delivery or performance of this Agreement will not violate any law, rule or regulation applicable to such Party;; *** 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. (f) This this Agreement has been duly authorized, executed and delivered and constitutes such Party's ’s legal, valid and binding obligation enforceable against it in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' ” rights and to the availability of particular remedies under general equity principles; and (g) It it shall comply with all applicable material laws and regulations relating to its activities under this Agreement.

Representations and Warranties of Each Party. Each of ICN Merck and Schering Licensee hereby represents, warrants and covenants to the other Party hereto as follows: (a) It it is a corporation duly organized and validly existing under the laws of the state or other jurisdiction of incorporation or formationits incorporation; (b) The the execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate action, subject only to receipt of requisite boards of directors' approvals; (c) It it has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (d) The the execution, delivery and performance by such Party of this Agreement and its compliance with the terms and provisions hereof herein does not and will not conflict with or result in a breach of any of the terms and provisions of or constitute a default under (i) a loan agreement, guaranty, financing agreement, agreement affecting a product or other agreement or instrument binding or affecting it or its property; (ii) the provisions of its corporate charter or other operative documents or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound; (e) Except except for the governmental and regulatory approvals Marketing Authorizations required to market the Licensed Product in the Territory, the execution, delivery and performance of this Agreement by such Party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority Regulatory Authority and the execution, delivery or performance of this Agreement will not violate any law, rule or regulation applicable to such Party; (f) This this Agreement has been duly authorized, executed and delivered and constitutes such Party's ’s legal, valid and binding obligation enforceable against it in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' ’ rights and to the availability of particular remedies under general equity principles; and (g) It it shall comply with all applicable material laws and regulations relating to its activities under this Agreement.

Representations and Warranties of Each Party. Each of ICN and Schering party hereby represents, warrants and covenants to the other Party hereto party as follows: (a) It Such party (i) is a corporation duly organized incorporated and validly existing in good standing under the laws of the state or other jurisdiction of incorporation or formation; its incorporation, (bii) The executionhas full power and authority to own its property and assets and to carry on its business as it is now being conducted and as it is contemplated to be conducted by this Agreement, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate action, subject only to receipt of requisite boards of directors' approvals; (ciii) It has the power and authority and the legal right to execute and deliver enter into this Agreement and to perform its obligations hereunder; , and (div) The execution, has taken all necessary action on its part required to authorize the execution and delivery and performance by such Party of this Agreement and its compliance with the terms and provisions hereof does not and will not conflict with or result in a breach of any of the terms and provisions of or constitute a default under (i) a loan agreement, guaranty, financing agreement, agreement affecting a product or other agreement or instrument binding or affecting it or its property; (ii) the provisions performance of its charter documents or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound; (e) Except for the governmental and regulatory approvals required to market the Product in the Territory, the execution, delivery and performance of this Agreement by such Party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority and the execution, delivery or performance of this Agreement will not violate any law, rule or regulation applicable to such Party; (f) obligations hereunder. This Agreement has been duly authorized, executed and delivered on behalf of such party and constitutes such Party's a legal, valid and binding obligation of such party and is enforceable against it in accordance with its terms subject, as subject to enforcement, to the effects of bankruptcy, insolvency, reorganization and insolvency or other laws of general applicability relating to or application affecting creditors' the enforcement of creditor rights and to judicial principles affecting the availability of particular remedies under specific performance and general equity principles; andprinciples of equity, whether enforceability is considered a proceeding at law or equity. (gb) It shall comply Such party is not aware of any pending or threatened litigation (and has not received any communication) that alleges that such party’s activities related to this Agreement have violated, or that by conducting the activities contemplated herein such party would violate, any of the intellectual property rights of any other Person. (c) All necessary consents, approvals and authorizations of all regulatory and governmental authorities and other Persons required to be obtained by such party in connection with all the execution and delivery of this Agreement and the performance of its obligations hereunder have been obtained. (d) The execution and delivery of this Agreement and the performance of such party’s obligations hereunder (i) do not and will not conflict with or violate any requirement of applicable material laws law or regulation or any provision of the articles of incorporation or bylaws of such party and regulations relating to its activities under this Agreement(ii) do not and will not conflict with, violate, or breach, or constitute a default or require any consent under, any contractual obligation or court or administrative order by which such party is bound.

Representations and Warranties of Each Party. Each of ICN and Schering the Parties hereby represents, warrants warrants, and covenants to the other Party hereto Parties as follows: (a) It is a corporation Person, as the case may be, duly organized and validly existing under the laws of the state or other jurisdiction of its incorporation or formation;. (b) The execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate or limited liability company action, subject only to receipt of requisite boards of directors' approvals;as the case may be, and does not require any shareholder or manager or member action or approval, as the case may be, or if such approval is required, such approval has been obtained. (c) It has the corporate or limited liability company power and authority authority, as applicable, to execute and deliver this Agreement and to perform its obligations hereunder;. (d) The execution, delivery and performance by such Party of this Agreement and its compliance with the terms and provisions hereof does not and will not conflict with or result in a breach of any of the terms and provisions of or constitute a default under under, or result in a right to accelerate payment under, obligation to make any payment pursuant to, or loss of material rights under, (i) a any loan agreement, guaranty, financing agreement, agreement affecting a product or other agreement or instrument binding or affecting relating to it or its property; (ii) the provisions of its charter documents certificate of incorporation, bylaws, articles of organization, operating agreement, or bylawsany other operative documents, as applicable; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound;; or (iv) any applicable law, rule, regulation or permit. (e) Except for the governmental and regulatory approvals required to market the Product in the Territory, the execution, delivery and performance of this Agreement by such Party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority and the execution, delivery or performance of this Agreement It will not violate any law, rule or regulation applicable to such Party; (f) This Agreement has been duly authorized, executed and delivered and constitutes such Party's legal, valid and binding obligation enforceable against it in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to the availability of particular remedies under general equity principles; and (g) It shall at all times comply with all applicable material laws and regulations relating applicable to its activities under this Agreement. (f) It does not have in effect, and after the Effective Date, will not enter into, any oral or written agreement or arrangement that is or would be inconsistent with its obligations under this Agreement.

Representations and Warranties of Each Party. Each of ICN Party hereby represents and Schering hereby represents, warrants and covenants to the other Party hereto as follows: (a) It Such Party (i) is a corporation duly organized formed and validly existing in good standing under the laws Laws of the state or other jurisdiction of incorporation or its formation; , (bii) The execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate action, subject only to receipt of requisite boards of directors' approvals; (c) It has the power and authority and the legal right to execute and deliver enter into this Agreement and to perform its obligations hereunder; , and (diii) The execution, has taken all necessary action on its part required to authorize the execution and delivery and performance by such Party of this Agreement and the performance of its compliance obligations hereunder. This Agreement has been duly executed and delivered on behalf of such Party and constitutes a legal, valid and binding obligation of such Party and is enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency or other similar 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 is considered in a Proceeding at law or equity. (b) All necessary consents, approvals and authorizations of all Governmental Authorities and other Persons required to be obtained by such Party in connection with the terms execution and provisions hereof does delivery of this Agreement and the performance of its obligations hereunder have been obtained. (c) The execution and delivery of this Agreement and the performance of such Party’s obligations hereunder (i) do not and will not conflict with or result in a breach violate any requirement of applicable Law or any provision of the terms articles of incorporation, bylaws or any other constitutive document of such Party and provisions of (ii) do not and will not conflict with, violate, or breach, or constitute a default under (i) a loan agreementor require any consent under, guaranty, financing agreement, agreement affecting a product any contractual obligation or other agreement or instrument binding or affecting it or its property; (ii) the provisions of its charter documents or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or administrative order by which any of its property such Party is bound;. (ed) Except for the governmental and regulatory approvals required to market the Product in the Territory, the execution, delivery and performance of this Agreement by such Such Party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority and the execution, delivery or performance of this Agreement will not violate any law, rule or regulation applicable to such Party; (f) This Agreement has been duly authorized, executed and delivered and constitutes such Party's legal, valid and binding obligation enforceable against it in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to the availability of particular remedies under general equity principles; and (g) It shall comply with all applicable material laws and regulations relating Laws related to its such Party’s activities to be performed under this Agreement. (e) Neither it nor any of its Affiliates is a Debarred Entity or Debarred Individual, an Excluded Entity or Excluded Individual, or a Convicted Entity or Convicted Individual, and neither it nor any of its Affiliates is the subject of, or is threatened to be made the subject of, any Proceeding that could lead to it or such Affiliate becoming a Debarred Entity or Debarred Individual, an Excluded Entity or Excluded Individual, or a Convicted Entity or Convicted Individual. (f) Neither it nor any of its Affiliates will use in any capacity, in connection with the services to be performed under this Agreement, any Person who is a Debarred Entity or Debarred Individual, an Excluded Entity or Excluded Individual, or a Convicted Entity or Convicted Individual. (g) If, during the Term, such Party or any of its Affiliates or its or their employees or agents performing services hereunder becomes a Debarred Entity or Debarred Individual, an Excluded Entity or Excluded Individual, or a Convicted Entity or Convicted Individual or is the subject of, or threatened to be made the subject of, any Proceeding that could result in such Person becoming a Debarred Entity or Debarred Individual, an Excluded Entity or Excluded Individual, or a Convicted Entity or Convicted Individual, then such Party shall immediately notify the other Party and such other Party shall have the right to terminate this Agreement immediately. (h) For purposes of this provision, the following definitions shall apply:

Representations and Warranties of Each Party. Each of ICN Licensor and Schering hereby represents, warrants and covenants to the other Party hereto that as followsof the Execution date it has complied, and during the period extending from the Execution Date until the expiration or termination of this Agreement it shall comply, with all applicable material laws and regulations relating to its activities under this Agreement. Each of Licensor and Schering further represents, warrants and covenants to the other Party hereto that as of the Execution Date: (a) It it is a corporation or entity duly organized and validly existing under the laws of the state or other jurisdiction of its incorporation or formation; (b) The the execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate action, subject only to receipt of requisite boards approval of its board of directors' approvals; (c) It it has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (d) The the execution, delivery and performance by such Party of this Agreement and its compliance with the terms and provisions hereof does not and will not conflict with or result in a breach of any of the terms and provisions of or constitute a default under (i) a loan agreement, guaranty, financing agreement, agreement affecting a product or other agreement or instrument binding or affecting it or its property; (ii) the provisions of its charter or operative documents or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound; (e) Except except for the governmental and regulatory approvals Regulatory Approvals required to market the Licensed Product in the TerritoryTerritory and any filings or approvals referred to in Section 2.4, the execution, delivery and performance of this Agreement by such Party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority and the execution, delivery or performance of this Agreement will not violate any law, rule or regulation applicable to such Party; (f) This this Agreement has been duly authorized, executed and delivered and constitutes such Party's legal, valid and binding obligation enforceable against it in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to the availability of particular remedies under general equity principles; and; (g) It shall comply with all applicable material laws and regulations relating to the best of its activities under this Agreementknowledge there are no third party pending patent applications (excluding the Patent Rights), which, if issued, may cover the development, manufacture, use or sale of any Licensed Compound or Licensed Product.

Representations and Warranties of Each Party. Each of ICN BII and Schering XYNOMIC hereby represents, represents and warrants and covenants to the other Party hereto that as followsof the Effective Date: (ai) It it is a corporation or entity duly organized and validly existing under the laws of the state or other jurisdiction of its incorporation or formation; (bii) The its execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate actioncorporate, subject only and do not violate (a) such Party’s charter documents, bylaws, or other organizational documents, (b) in any material respect, any agreement, instrument, or contractual obligation to receipt which such Party is bound, (c) any requirement of requisite boards any Applicable Law, or (d) any order, writ, judgment, injunction, decree, determination, or award of directors' approvalsany court or governmental agency presently in effect applicable to such Party; (ciii) It it has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (div) The execution, delivery and performance by such Party of this Agreement and its compliance with the terms and provisions hereof does not and will not conflict with or result in is a breach of any of the terms and provisions of or constitute a default under (i) a loan agreement, guaranty, financing agreement, agreement affecting a product or other agreement or instrument binding or affecting it or its property; (ii) the provisions of its charter documents or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound; (e) Except for the governmental and regulatory approvals required to market the Product in the Territory, the execution, delivery and performance of this Agreement by such Party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority and the execution, delivery or performance of this Agreement will not violate any law, rule or regulation applicable to such Party; (f) This Agreement has been duly authorized, executed and delivered and constitutes such Party's legal, valid valid, and binding obligation of such Party enforceable against it in accordance with its terms subjectand conditions, as subject to enforcement, to the effects of bankruptcy, insolvency, reorganization and or other laws of general applicability relating to or application affecting creditors' rights and to the enforcement of creditor rights, judicial principles affecting the availability of particular remedies specific performance, and general principles of equity (whether enforceability is considered a proceeding at law or equity). (v) it is not under general equity principlesany obligation, contractual or otherwise, to any Person that conflicts with or is inconsistent in any material respect with the terms of this Agreement, or that would impede the diligent and complete fulfillment of its obligations hereunder; and (gvi) It there is no action or proceeding pending or, to the knowledge of such Party, threatened that could reasonably be expected to impair or delay the ability of such Party to perform its obligations under this Agreement. Furthermore, each of BII and XYNOMIC hereby covenants to the other Party that it shall at all times comply with all applicable material laws and regulations Applicable Laws relating to its activities under this Agreement.

Representations and Warranties of Each Party. Each of ICN and Schering Tigercat hereby represents, warrants and covenants to the other Party hereto Merck, and Merck hereby represents, warrants and covenants to Tigercat as follows: (a) It it is a corporation duly organized and validly existing under the laws of the state or other jurisdiction of incorporation or formationits incorporation; (b) The the execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate action, subject only to receipt of requisite boards of directors' approvals; (c) It it has the power and authority to execute and deliver this Agreement Agreement, to grant any and all licenses hereunder and to perform its obligations hereunder; (d) The the execution, delivery and performance by such Party of this Agreement and its compliance with the terms and provisions hereof does not and will not conflict with or result in a breach of any of the terms and provisions of of, or constitute a default under under, (i) a any loan agreement, guaranty, financing agreement, agreement affecting a product or other agreement or instrument binding or affecting it or its property; (ii) the provisions of its corporate charter or other operative documents or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority Regulatory Authority entered against it or by which any of its property is bound; (e) Except except for the governmental and regulatory approvals Marketing Authorizations required to market the any Licensed Product in the Territory, the execution, delivery and performance of this Agreement by such Party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority Regulatory Authority and the execution, delivery or performance of this Agreement will not violate any law, rule or regulation applicable to such Party; (f) This this Agreement has been duly authorized, executed and delivered and constitutes such Party's ’s legal, valid and binding obligation enforceable against it in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' ’ rights and to the availability of particular remedies under general equity principles; and (g) It it shall comply with all applicable material laws and regulations relating to its activities under this Agreement.

Representations and Warranties of Each Party. Each of ICN Licensor and Schering SPL hereby represents, warrants and covenants to the other Party hereto that as followsof the Execution date it has complied, and during the period extending from the Execution Date until the expiration or termination of this Agreement it shall comply, with all applicable material laws and regulations relating to its activities under this Agreement. Each of Licensor and SPL further represents, warrants and covenants to the other Party hereto that as of the Execution Date: (a) It it is a corporation or entity duly organized and validly existing under the laws of the state or other jurisdiction of its incorporation or formation; (b) The the execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate action, subject only to receipt of requisite boards approval of its board of directors' approvals; (c) It it has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (d) The the execution, delivery and performance by such Party of this Agreement and its compliance with the terms and provisions hereof does not and will not conflict with or result in a breach of any of the terms and provisions of or constitute a default under (i) a loan agreement, guaranty, financing agreement, agreement affecting a product or other agreement or instrument binding or affecting it or its property; (ii) the provisions of its charter or operative documents or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound; (e) Except except for the governmental and regulatory approvals Regulatory Approvals required to market the Licensed Product in the TerritoryTerritory and any filings or approvals referred to in Section 2.4, the execution, delivery and performance of this Agreement by such Party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority and the execution, delivery or performance of this Agreement will not violate any law, rule or regulation applicable to such Party; (f) This this Agreement has been duly authorized, executed and delivered and constitutes such Party's legal, valid and binding obligation enforceable against it in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to the availability of particular remedies under general equity principles; and; (g) It shall comply with all applicable material laws and regulations relating to the best of its activities under this Agreementknowledge there are no third party pending patent applications (excluding the Patent Rights) which, if issued, may cover the development, manufacture, use or sale of any Licensed Compound or Licensed Product.

Representations and Warranties of Each Party. Each of ICN Party represents and Schering hereby represents, warrants and covenants to the other Party hereto as followsof the Effective Date, that: (a) It 9.1.1 such Party is a corporation duly organized and validly existing and in good standing under the laws of the state or other jurisdiction of its incorporation or formation; (b) The execution, delivery organization and performance of this Agreement by such Party has been duly authorized by all requisite full corporate action, subject only to receipt of requisite boards of directors' approvals; (c) It has the power and authority to execute and deliver enter into this Agreement and to perform carry out the provisions hereof; 9.1.2 such Party has taken all necessary action on its part to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder; (d) The execution, delivery and performance by such Party of 9.1.3 this Agreement has been duly executed and its compliance delivered on behalf of such Party, and constitutes a legal, valid and binding obligation, enforceable against it in accordance with the terms and provisions hereof does not and will not conflict with or result in a breach of any of the terms and provisions of or constitute a default under (i) a loan agreement, guaranty, financing agreement, agreement affecting a product or other agreement or instrument binding or affecting it or its property; (ii) the provisions of its charter documents or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is boundhereof; (e) Except for the governmental and regulatory approvals required to market the Product in the Territory, 9.1.4 the execution, delivery and performance of this Agreement by such Party does will not require the consentconstitute a default under or conflict with any agreement, approval instrument or authorization ofunderstanding, oral or written, to which it is a party or by which it is bound, or notice, declaration, filing or registration with, any governmental or regulatory authority and the execution, delivery or performance of this Agreement will not violate any law, rule law or regulation applicable to of any court, governmental body or administrative or other agency having jurisdiction over such Party; 9.1.5 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, rules or regulations currently in effect, is or will be 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 of its obligations under this Agreement and such other agreements; and EXECUTION COPY Confidential 9.1.6 it has not employed (f) This Agreement has been duly authorized, executed and delivered and constitutes such Party's legal, valid and binding obligation enforceable against it in accordance with its terms subject, as to enforcementand, to bankruptcythe best of its knowledge, insolvencyhas not used a contractor or consultant that has employed) and in the future will not employ (or, reorganization and other laws of general applicability relating to or affecting creditors' rights and to the availability best of particular remedies its knowledge, use any contractor or consultant that employs, provided that such Party may reasonably rely on a representation made by such contractor or consultant) any Person debarred by the FDA (or subject to a similar sanction of EMA or foreign equivalent), or any Person which is the subject of an FDA debarment investigation or proceeding (or similar proceeding of EMA or foreign equivalent), in the conduct of any activities conducted or to be conducted under general equity principles; and (g) It shall comply with all applicable material laws and regulations relating an R&D Program pursuant to its activities under this Agreement.

Representations and Warranties of Each Party. Each As of ICN the Effective Date, each of Licensee and Schering Zenas hereby represents, represents and warrants and covenants to the other Party hereto as follows: (a) It it is a corporation or entity duly organized organized, in good standing, and validly existing under the laws of the state or other jurisdiction of its incorporation or formation, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement; (b) The it has taken all necessary corporate action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder, and this Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid, and binding obligation of such Party that is enforceable against it in accordance with its terms, except as enforcement may be affected by bankruptcy, insolvency or other similar laws and by general principles of equity; (c) except with respect to Regulatory Approvals for the Development, Manufacturing or Commercialization of the Products or as otherwise described in this Agreement, (i) all necessary consents, approvals and authorizations of, and (ii) all notices to, and filings by such Party with, all governmental authorities and other Persons required to be obtained or provided by such Party as of the Effective Date in connection with the execution, delivery and performance of this Agreement have been obtained and provided, except for those approvals, if any, not required at the time of execution of this Agreement; (d) the execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate actionaction and does not require any shareholder action or approval (in addition to any obtained as of the Effective Date), subject only to receipt of requisite boards of directors' approvalsand shall not violate any Applicable Law; (ce) It it has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (df) The the execution, delivery and performance by such Party of this Agreement and its compliance with the terms and provisions hereof does not and will shall not conflict with or result in a breach of any of the terms and provisions of or constitute a default or material breach under (i) any other agreements to which it is a loan agreement, guaranty, financing agreement, agreement affecting a product or other agreement or instrument binding or affecting it or its propertyparty; (ii) the provisions of its charter or operative documents or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority Government Authority entered against it or by which any of its property is bound; (e) Except for the governmental and regulatory approvals required to market the Product in the Territory, the execution, delivery and performance of this Agreement by such Party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority and the execution, delivery or performance of this Agreement will not violate any law, rule or regulation applicable to such Party; (f) This Agreement has been duly authorized, executed and delivered and constitutes such Party's legal, valid and binding obligation enforceable against it in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to the availability of particular remedies under general equity principles; and (g) It shall comply with it has the full right, power and authority to grant all applicable material laws of the right, title and regulations relating interest in the licenses granted to its activities the other Party under this Agreement.

Representations and Warranties of Each Party. Each of ICN party hereto represents and Schering hereby represents, warrants and covenants to the other Party party hereto as followsthat: (a) It is a corporation duly organized and validly existing under the laws of the state or other jurisdiction of incorporation or formation; (b) The execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate action, subject only to receipt of requisite boards of directors' approvals; (c) It has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (d) The execution, delivery and performance by such Party of this Agreement and its compliance with the terms and provisions hereof does not and will not conflict with or result in a breach of any of the terms and provisions of or constitute a default under (i) a loan agreement, guaranty, financing agreement, agreement affecting a product or other agreement or instrument binding or affecting it or its property; (ii) the provisions of its charter documents or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound; (e) Except for the governmental and regulatory approvals required to market the Product in the Territory, the execution, delivery and performance of this Agreement by such Party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority and the execution, delivery or performance of this Agreement will not violate any law, rule or regulation applicable to such Party; (f) This Put/Call Agreement has been duly authorized, executed and delivered by it and, assuming the due authorization, execution and delivery hereof by the other party hereto, constitutes such Party's a legal, valid and binding obligation of it enforceable against it in accordance with its the terms hereof, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally, and subject, as to enforcementenforceability, to bankruptcygeneral principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law; (b) its execution and delivery of this Put/Call Agreement and its performance of its obligations hereunder do not and will not conflict with or constitute or result in a default under, insolvencya breach or violation of, reorganization or the creation of any lien or encumbrance on any of its property under its charter or by-laws, or any other agreement, instrument, judgment, injunction or order applicable to it or any of its property; (c) there is no proceeding pending or threatened against it at law or in equity, or before any governmental instrumentality or in any arbitration, which would materially impair its ability to perform its obligations under this Put/Call Agreement, and there is no such proceeding pending against it which purports or is likely to affect the legality, validity or enforceability of this Put/Call Agreement; (d) all consents, authorizations and approvals requisite for its execution, delivery and performance of this Put/Call Agreement have been obtained and remain in full force and effect and all conditions thereof have been duly complied with, and no other laws of general applicability relating action by, and no notice to or affecting creditors' rights and to the availability of particular remedies under general equity principles; filing with, any governmental authority or regulatory body is required for such execution, delivery or performance, and (ge) It in no event shall comply with all applicable material laws and regulations relating either party seek to its activities under this Agreementhold liable any officer, director, employee, agent, advisor, consultant, accountant or attorney, committee member or advisory board member of the other party liable for such other party's performance.

Representations and Warranties of Each Party. Each of ICN Party hereby represents and Schering hereby represents, warrants and covenants to the other Party hereto as follows: (a) It Such Party (i) is a corporation duly organized formed and validly existing in good standing under the laws of the state or other jurisdiction of incorporation or its formation; , (bii) The execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate action, subject only to receipt of requisite boards of directors' approvals; (c) It has the power and authority and the legal right to execute and deliver enter into this Agreement and to perform its obligations hereunder; , and (diii) The execution, has taken all necessary action on its part required to authorize the execution and delivery and performance by such Party of this Agreement and the performance of its compliance obligations hereunder. This Agreement has been duly executed and delivered on behalf of such Party and constitutes a legal, valid, and binding obligation of such Party and is enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, or other similar 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 is considered a proceeding at law or equity. (b) Except for the FDA’s approval of Patheon’s manufacturing, testing, and packaging for the Product from the Manufacturing Suite, all necessary consents, approvals, and authorizations of all Regulatory Authorities, other governmental authorities, and other Persons required to be obtained by such Party in connection with the terms execution and provisions hereof does delivery of this Agreement and the performance of its obligations hereunder have been obtained. (c) The execution and delivery of this Agreement and the performance of such Party’s obligations hereunder (i) do not and will not conflict with or result in a breach violate any requirement of Applicable Law or any provision of the terms articles of incorporation, bylaws limited partnership agreement, or other constituent document of such Party and provisions of (ii) do not and will not conflict with, violate, or breach, or constitute a default under (i) a loan agreementor require any consent under, guaranty, financing agreement, agreement affecting a product any contractual obligation or other agreement or instrument binding or affecting it or its property; (ii) the provisions of its charter documents or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or administrative order by which any of its property such Party is bound; (e) Except for the governmental and regulatory approvals required to market the Product in the Territory, the execution, delivery and performance of this Agreement by such Party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority and the execution, delivery or performance of this Agreement will not violate any law, rule or regulation applicable to such Party; (f) This Agreement has been duly authorized, executed and delivered and constitutes such Party's legal, valid and binding obligation enforceable against it in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to the availability of particular remedies under general equity principles; and (g) It shall comply with all applicable material laws and regulations relating to its activities under this Agreement.

Representations and Warranties of Each Party. (a) Each Party represents and warrants to the other Party as of ICN the Effective Date that it has the full right, power and Schering hereby authority to enter into this Agreement, to perform its obligations hereunder. (b) Each Party represents and warrants to the other Party as of the Effective Date that this Agreement has been duly executed by it and is legally binding upon it, enforceable in * Confidential Information, indicated by [***], has been omitted from this filing and filed separately with the Securities and Exchange Commission accordance with its terms, and does not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it may be bound, nor violate any material law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it. (c) The U.S. government imposes and enforces prohibitions on the payment or transfer of anything of value to governments, government officials, political parties, political party officials (or relatives or associates of such officials), whether directly or indirectly, to obtain or retain business. This U.S. law is referred to as the Foreign Corrupt Practices Act (“FCPA”), and it can have application to conduct of a U.S. corporation’s foreign subsidiaries, employees, agents and distributors. A summary of the law and related information can be found at xxxx://xxx.xxxxxxx.xxx/criminal/fraud/fcpa. Each Party represents, warrants and covenants to the other Party hereto as followsof the Effective Date that: (ai) It it is a corporation duly organized familiar with the provisions and validly existing under restrictions contained in the laws of the state or other jurisdiction of incorporation or formationOECD Convention and FCPA and it has adopted and maintained an FCPA policy; (b) The execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate action, subject only to receipt of requisite boards of directors' approvals; (c) It has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (d) The execution, delivery and performance by such Party of this Agreement and its compliance with the terms and provisions hereof does not and will not conflict with or result in a breach of any of the terms and provisions of or constitute a default under (i) a loan agreement, guaranty, financing agreement, agreement affecting a product or other agreement or instrument binding or affecting it or its property; (ii) the provisions of its charter documents or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound; (e) Except for the governmental and regulatory approvals required to market the Product in the Territory, the execution, delivery and performance of this Agreement by such Party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority and the execution, delivery or performance of this Agreement will not violate any law, rule or regulation applicable to such Party; (f) This Agreement has been duly authorized, executed and delivered and constitutes such Party's legal, valid and binding obligation enforceable against it in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to the availability of particular remedies under general equity principles; and (g) It shall comply with all applicable material laws and regulations relating to the FCPA in connection with its activities under this Agreement; (iii) it shall not, in the course of its activities under this Agreement, offer, promise, give, demand, seek or accept, directly or indirectly, any gift or payment, consideration or benefit in kind that would or could be construed as an illegal or corrupt practice; and (iv) it is not a government official (as the term is defined in the FCPA) or affiliated with any government official.

Representations and Warranties of Each Party. Each of ICN Neurocrine and Schering Wyeth hereby represents, warrants warrants, and covenants to the other Party hereto as follows: (a) It it is a corporation or entity duly organized and validly existing under the laws of the state or other jurisdiction of its incorporation or formation; (b) The the execution, delivery and performance of this Agreement and of the Stock Purchase Agreement by such Party has been duly authorized by all requisite corporate actionaction and does not require any shareholder action or approval, subject only provided, however, that Neurocrine acknowledges that Wyeth is required to receipt seek and obtain approval of requisite boards its Board of directors' approvalsDirectors in order to complete the transactions contemplated this Agreement and that obtaining such approval is a condition to Wyeth's obligations hereunder; (c) It it has the power and authority to execute and deliver this Agreement and the Stock Purchase Agreement and to perform its obligations hereunderhereunder and thereunder; (d) The the execution, delivery and performance by such Party of this Agreement and the Stock Purchase Agreement and its compliance with the terms and provisions hereof and thereof does not and will not conflict with or result in a breach of any of the terms and provisions of or constitute a default under (i) a loan agreement, guaranty, financing agreement, agreement affecting a product or other agreement or instrument binding or affecting it or its property; (ii) the provisions of its charter or operative documents or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound; (e) Except for the governmental and regulatory approvals required to market the Product in the Territory, the execution, delivery and performance of this Agreement by such Party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority and the execution, delivery or performance of this Agreement will not violate any law, rule or regulation applicable to such Party; (f) This Agreement has been duly authorized, executed and delivered and constitutes such Party's legal, valid and binding obligation enforceable against it in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to the availability of particular remedies under general equity principles; and (g) It shall at all times comply with all applicable material laws and regulations relating to its activities under this Agreement and the Stock Purchase Agreement; and (f) There is no action, demand, suit, proceeding, arbitration, grievance, citation, summons, subpoena, inquiry or investigation of any nature, civil, criminal, regulatory or otherwise, in law or in equity, pending or, to such Party's knowledge, threatened against such Party with respect to this Agreement, the License Agreement, the 2002 Consent Agreement or the Compound Patent.

Representations and Warranties of Each Party. Each party, severally and not jointly, represents and warrants to each of ICN and Schering hereby represents, warrants and covenants to the other Party hereto parties as follows: (a) It If such party is a corporation or partnership, such party has all requisite corporate power and authority or partnership power and authority (as the case may be) to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by such party of, and the consummation of the transactions contemplated by, this Agreement have been duly organized and validly existing under authorized by all necessary corporate action or partnership action (as the laws case may be) on the part of the state or other jurisdiction of incorporation or formation;such party. (b) If such party is a natural person (whether acting individually or in a fiduciary capacity), such party has full legal capacity, right, power and authority to execute, deliver and perform his or her obligations under this Agreement and to consummate the transactions contemplated hereby. (c) This Agreement has been duly executed and delivered by such party. This Agreement constitutes a legal, valid and binding obligation of such party enforceable in accordance with its terms, except that (i) such enforceability may be subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights and (ii) such enforceability may be subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). (d) The execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate actionparty do not, subject only to receipt either with or without the giving of requisite boards notice or the passage of directors' approvals; time or both, (ci) It has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (d) The execution, delivery and performance by such Party of this Agreement and its assuming compliance with the terms and provisions hereof does not and will not requirements referred to in clause (ii) of this sentence, violate or conflict with any Requirement of Law or Judgment applicable to such party, (ii) except for (A) requirements, if any, arising out of any required pre-merger notification and related filings with the Federal Trade Commission and the Antitrust Division of the Department of Justice pursuant to the Hart-Scott-Rodino Antritrust Improvements Act of 1976, as xxxxxxx, xxx (X) requirements, if any, arising out of the rules and regulations adopted by the Federal Communications Commission, require the consent or authorization of or waiver by or filing with any Governmental Authority or (iii) conflict with, result in the breach of any provision of, result in the modification or termination of, require the consent or authorization of or waiver by or filing with any other parties to, or result in a breach the creation or imposition of any of the terms and provisions of Encumbrance pursuant to, or constitute a default under under, any material agreement, permit, indenture, note, lease, license or franchise or any other material instrument to which such party is a party or by which such party's properties or assets are bound or from which such party derives benefit. For purposes of this Section 7.3(d), the word "party" includes (i) a loan agreementin the case of TW, guaranty, financing agreement, agreement affecting a product or other agreement or instrument binding or affecting it or TW and its property; Affiliates and (ii) in the provisions of its charter documents or bylaws; or (iii) any order, writ, injunction or decree case of any court Turner Stockholder, such Turner Stockholder and his or governmental authority entered against it or by which any of its property is bound; (e) Except for the governmental and regulatory approvals required to market the Product in the Territory, the execution, delivery and performance of this Agreement by such Party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority and the execution, delivery or performance of this Agreement will not violate any law, rule or regulation applicable to such Party; (f) This Agreement has been duly authorized, executed and delivered and constitutes such Party's legal, valid and binding obligation enforceable against it in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to the availability of particular remedies under general equity principles; and (g) It shall comply with all applicable material laws and regulations relating to its activities under this AgreementXxxxxed Parties.

Representations and Warranties of Each Party. (a) Each of ICN Party hereby represents and Schering hereby represents, warrants and covenants to the other Party hereto as of the Effective Date as follows: (ai) It is a corporation duly organized and validly existing under the laws of the state or other jurisdiction of incorporation or formation; (b) The execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate action, subject only to receipt of requisite boards of directors' approvals; (cA) It has the power and authority and the legal right to execute and deliver enter into this Agreement and to perform its obligations hereunder; , and (dB) The execution, has taken all necessary action on its part required to authorize the execution and delivery and performance by such Party of this Agreement and its compliance with the terms and provisions hereof does not and will not conflict with or result in a breach of any of the terms and provisions of or constitute a default under (i) a loan agreement, guaranty, financing agreement, agreement affecting a product or other agreement or instrument binding or affecting it or its property; (ii) the provisions performance of its charter documents or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound; (e) Except for the governmental and regulatory approvals required to market the Product in the Territory, the execution, delivery and performance of this Agreement by such Party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority and the execution, delivery or performance of this Agreement will not violate any law, rule or regulation applicable to such Party; (f) obligations hereunder. This Agreement has been duly authorized, executed and delivered on behalf of such Party and constitutes such Party's a legal, valid and valid, binding obligation of such Party and is enforceable against it in accordance with its terms subject, as subject to enforcement, to the effects of bankruptcy, insolvency, reorganization and or other laws of general applicability relating to or application affecting creditors' the enforcement of creditor rights and to judicial principles affecting the availability of particular remedies under specific performance and general equity principles; andprinciples of equity, whether enforceability is considered a proceeding at law or equity. (gii) It shall comply such Party is not aware of any pending or threatened litigation (and has not received any communication) that alleges that such Party’s activities related to this Agreement have violated, or that by conducting the activities as contemplated herein such Party would violate, any of the intellectual property rights of any other Person. (iii) all necessary consents, approvals and authorizations of all governmental authorities and other Persons required to be obtained by such Party in connection with all this Agreement have been obtained. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. (iv) the execution and delivery of this Agreement and the performance of such Party’s obligations hereunder (A) do not conflict with or violate any requirement of applicable law or regulation or any provision of articles of incorporation, bylaws or limited partnership agreement of such Party, as applicable, in any material laws way, and regulations relating to its activities under this Agreement(B) do not conflict with, violate, or breach or constitute a default or require any consent under, any contractual obligation or court or administrative order by which such Party is bound.

Representations and Warranties of Each Party. Each As of ICN the Execution Date, each of Licensee and Schering XENCOR hereby represents, represents and warrants and covenants to the other Party hereto as follows: (a) It it is a corporation or entity duly organized organized, in good standing, and validly existing under the laws of the state or other jurisdiction of its incorporation or formation, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement; (b) The it has taken all necessary corporate action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder, and this Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid, and binding obligation of such Party that is enforceable against it in accordance with its terms, except as enforcement may be affected by bankruptcy, insolvency or other similar laws and by general principles of equity; (c) except with respect to Regulatory Approvals for the Development, Manufacturing or Commercialization of the Products or as otherwise described in this Agreement, (i) all necessary consents, approvals and authorizations of, and (ii) all notices to, and filings by such Party with, all governmental authorities and other Persons required to be obtained or provided by such Party as of the Execution Date in connection with the execution, delivery and performance of this Agreement have been obtained and provided, except for those approvals, if any, not required at the time of execution of this Agreement; (d) the execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate actionaction and does not require any shareholder action or approval (in addition to any obtained as of the Execution Date), subject only to receipt of requisite boards of directors' approvalsand shall not violate any Applicable Law; (ce) It it has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (df) The the execution, delivery and performance by such Party of this Agreement and its compliance with the terms and provisions hereof does not and will shall not conflict with or result in a breach of any of the terms and provisions of or constitute a default or material breach under (i) any other agreements to which it is a loan agreement, guaranty, financing agreement, agreement affecting a product or other agreement or instrument binding or affecting it or its propertyparty; (ii) the provisions of its charter or operative documents or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority Government Authority entered against it or by which any of its property is bound; (e) Except for the governmental and regulatory approvals required to market the Product in the Territory, the execution, delivery and performance of this Agreement by such Party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority and the execution, delivery or performance of this Agreement will not violate any law, rule or regulation applicable to such Party; (f) This Agreement has been duly authorized, executed and delivered and constitutes such Party's legal, valid and binding obligation enforceable against it in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to the availability of particular remedies under general equity principles; and (g) It shall comply with it has the full right, power and authority to grant all applicable material laws of the right, title and regulations relating interest in the licenses granted to its activities the other Party under this Agreement.

Representations and Warranties of Each Party. Each of ICN party hereby represents and Schering hereby represents, warrants (severally and covenants not jointly) to the other Party hereto others as follows: (a) It is a corporation duly organized and validly existing under the laws of the state or other jurisdiction of incorporation or formation; (b) The execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate action, subject only to receipt of requisite boards of directors' approvals; (c) It Such party has the power and authority to execute enter into and deliver perform all of such party's obligations under this Agreement and to perform its obligations hereunder; (d) The execution, delivery and performance by such Party of this Agreement and its compliance with the terms and provisions hereof does not and will not conflict with or result in a breach of any of the terms and provisions of or constitute a default under (i) a loan agreement, guaranty, financing agreement, agreement affecting a product or other agreement or instrument binding or affecting it or its property; (ii) the provisions of its charter documents or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound; (e) Except for the governmental and regulatory approvals required to market the Product in the Territory, the execution, delivery and performance of this Agreement by such Party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority and the execution, delivery or performance of this Agreement will not violate any law, rule or regulation applicable to such Party; (f) Agreement. This Agreement has been duly authorized, and validly executed and delivered by such party and constitutes such Party's a legal, valid and binding obligation agreement of such party, enforceable against it such party in accordance with its terms subjectterms. (b) Such party understands that there are substantial risks to the transactions contemplated by this Agreement and it has the capacity to protect its own interests in participating in such transactions. (c) Such party specifically understands and agrees that the other party has not made and will not make any representation or warranty with respect to the worthiness, as terms, value or any other aspect of the transactions contemplated hereby and explicitly disclaims any warranty, express or implied, with respect to enforcementsuch matters. In addition, such party specifically acknowledges, represents and warrants that it is not relying on any other party (i) for its due diligence concerning, or evaluation of, Lenox and its affiliates or their assets or businesses, (ii) for its decision with respect to bankruptcy, insolvency, reorganization participating in any such transaction or (iii) with respect to tax and other laws economic consideration involved in any such transaction. Such party acknowledges that (i) the other party may come into possession of general applicability relating information, with respect to Lenox and its affiliates or affecting creditors' rights the Purchased Assets, that is not known to such party and that may be material to a decision to submitting a Bid ("EXCLUDED INFORMATION"), (ii) it has determined to enter into this Agreement notwithstanding its lack of knowledge of the availability Excluded Information, if any, and (iii) the other party shall have no liability to such party, and that such party waives and releases any claims that it might have against the other party pursuant to entering into transactions contemplated by this Agreement, with respect to any nondisclosure of particular remedies under general equity principles; andExcluded Information, if any, now or in the future. (gd) It shall comply Except as disclosed on Schedule 5(d) annexed hereto, no broker, investment banker, financial advisor or other person is entitled to any broker's, finder's, financial advisor's or other similar fee or commission in connection with all applicable material laws and regulations relating to its activities under this Agreementthe transactions contemplated hereby based upon arrangements made by or on behalf of such party.

Representations and Warranties of Each Party. Each of ICN Party represents and Schering hereby represents, warrants and covenants to the other Party hereto as followsof the Effective Date that: (a) It it is a company or corporation duly organized organized, validly existing, and validly existing in good standing under the laws of the state or other jurisdiction of incorporation or formationin which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including the right to grant the licenses granted by it hereunder; (bi) The execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate action, subject only to receipt of requisite boards of directors' approvals; (c) It it has the corporate power and authority and the legal right to execute and deliver enter into this Agreement and to perform its obligations hereunder; ; (dii) The execution, it has taken all necessary corporate action on its part required to authorize the execution and delivery and performance by such Party of this Agreement and its compliance with the terms and provisions hereof does not and will not conflict with or result in a breach of any of the terms and provisions of or constitute a default under (i) a loan agreement, guaranty, financing agreement, agreement affecting a product or other agreement or instrument binding or affecting it or its property; (ii) the provisions performance of its charter documents or bylawsobligations hereunder; or and (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound; (e) Except for the governmental and regulatory approvals required to market the Product in the Territory, the execution, delivery and performance of this Agreement by such Party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority and the execution, delivery or performance of this Agreement will not violate any law, rule or regulation applicable to such Party; (f) This Agreement has been duly authorized, executed and delivered on behalf of such Party, and constitutes such Party's a legal, valid valid, and binding obligation of such Party that is enforceable against it in accordance with its terms subjectterms, as subject to enforcement, the general principles of equity and subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or moratorium, judicial principles affecting creditors' rights and to the availability of particular remedies specific performance and other similar laws affecting the enforcement of creditors’ rights generally; (c) it is not a party to any agreement that would prevent it from granting the rights granted to the other Party under general equity principlesthis Agreement or performing its obligations under this Agreement, including but not limited to the Taiho Agreement; and (gd) It shall comply all consents, approvals and authorization from all Governmental Authorities or other Third Parties required to be obtained by such Party in connection with all applicable material laws and regulations relating to its activities under execution of this AgreementAgreement have been obtained.

Representations and Warranties of Each Party. Each Party hereby represents and warrants, as of ICN and Schering hereby representsthe Execution, warrants and covenants (as applicable) to the other Party hereto as follows: (a) It is a company or corporation duly organized organized, validly existing, and validly existing in good standing under the laws of the state or other jurisdiction of incorporation or formation;in which it is incorporated, and has the full right, power and authority to enter into this Agreement, to perform its obligations hereunder. (bi) The executionThis Agreement has been duly executed by it and is legally binding upon it, enforceable in accordance with its terms, (ii) it has taken all necessary corporate action on its part required to authorize the execution and delivery and performance of this Agreement and, (iii) this Agreement, and the performance of its obligations hereunder, do not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it may be bound, nor violate any material law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it. (i) It is familiar with the provisions and restrictions contained in the FCPA and has adopted and maintains an FCPA policy; (ii) it shall comply with the FCPA in connection with its activities under this Agreement; (iii) it shall not, in the course of its activities under this Agreement, offer, promise, give, demand, seek or accept, directly or indirectly, any gift or payment, consideration or benefit in kind that would or could be construed as an illegal or corrupt practice; and (iv) it is not a government official (as the term is defined in the FCPA) or affiliated with any government official. (d) (i) Neither it nor any of its Affiliates has been debarred or is subject to debarment pursuant to Section 306 of the FFDCA or analogous provisions of Applicable Law outside the United States or listed on any Excluded List and (ii) neither it nor any of its Affiliates has, to its knowledge, used in any capacity, in connection with the activities to be performed under this Agreement, any individual or entity that has been debarred pursuant to Section 306 of the FFDCA or analogous provisions of Applicable Law outside the United States, or that is the subject of a conviction described in such Section or analogous provisions of Applicable Law outside the United States, or listed on any Excluded List. (e) It will maintain throughout the Term all permits, licenses, registrations and other forms of authorizations and approvals from any Governmental Authority, necessary or required to be obtained or maintained by such Party has been duly authorized by all requisite corporate action, subject only to receipt of requisite boards of directors' approvals; (c) It has the power and authority in order for such Party to execute and deliver this Agreement and to perform its obligations hereunder; (d) The execution, delivery and performance by such Party of this Agreement and its compliance with the terms and provisions hereof does not and will not conflict with or result hereunder in a breach of any of the terms and provisions of or constitute a default under (i) a loan agreement, guaranty, financing agreement, agreement affecting a product or other agreement or instrument binding or affecting it or its property; (ii) the provisions of its charter documents or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by manner which any of its property is bound; (e) Except for the governmental and regulatory approvals required to market the Product in the Territory, the execution, delivery and performance of this Agreement by such Party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority and the execution, delivery or performance of this Agreement will not violate any law, rule or regulation applicable to such Party; (f) This Agreement has been duly authorized, executed and delivered and constitutes such Party's legal, valid and binding obligation enforceable against it in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to the availability of particular remedies under general equity principles; and (g) It shall comply complies with all applicable material laws and regulations relating to its activities under this AgreementApplicable Law.

Representations and Warranties of Each Party. Each of ICN and Schering hereby Party represents, warrants warrants, and covenants (as applicable) to the other Party hereto as followsthat: (a) It it is a company or corporation duly organized organized, validly existing, and validly existing in good standing under the laws of the state jurisdiction in which it is incorporated, and is duly licensed or other qualified to do business and is in corporate good standing in each jurisdiction in which the nature of incorporation the business conducted by it or formationthe character or location of the properties and assets owned, leased or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in corporate good standing has not and would not reasonably be expected to have, either individually or in the aggregate, a material adverse effect on the business of such Party; (b) The execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate action, subject only to receipt of requisite boards of directors' approvals; (c) It it has the corporate power and authority to execute and deliver enter into this Agreement and to perform its obligations hereunder; (d) The execution, it has taken all necessary corporate action on its part required to authorize the execution and delivery and performance by such Party of this the Agreement and its compliance with the terms and provisions hereof does not and will not conflict with or result in a breach of any of the terms and provisions of or constitute a default under (i) a loan agreement, guaranty, financing agreement, agreement affecting a product or other agreement or instrument binding or affecting it or its property; (ii) the provisions performance of its charter documents or bylaws; or (iii) any orderobligations hereunder, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound; (e) Except for the governmental and regulatory approvals required to market the Product in the Territory, the execution, delivery and performance of this Agreement by such Party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority and the execution, delivery or performance of this Agreement will not violate any law, rule or regulation applicable to such Party; (f) This Agreement has been duly authorized, executed and delivered on behalf of such Party, and constitutes such Party's legal, a valid and binding obligation of such Party that is enforceable against it in accordance with its terms subjectterms; (c) it is not a party to, as to enforcementand will not enter into during the Term, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' any agreement that would prevent it from granting the rights and granted to the availability of particular remedies other Party under general equity principlesthis Agreement or performing its obligations under the Agreement; and (gd) It in the course of performing its obligations or exercising its rights under this Agreement, it shall comply with all applicable material laws Applicable Laws, in including as applicable, cGMP, GCP, and regulations relating GLP standards, and shall not employ or engage any person or entity who has been debarred by any Regulatory Authority or otherwise excluded by any Governmental Authority from participating in any program sponsored or administered by a Governmental Authority, or, to its activities under this Agreementsuch Party’s knowledge, is the subject of debarment or exclusion proceedings or investigation by a Regulatory Authority or other Governmental Authority.

Representations and Warranties of Each Party. Each As a material inducement to the Parties’ execution and delivery of ICN this Agreement, each Party represents and Schering hereby represents, warrants and covenants to the other Party hereto that, as followsof the Closing Date: (a) It is a limited liability company, partnership, corporation or other entity duly organized and formed, validly existing and in good standing under the laws of the state or other jurisdiction of incorporation or its formation;. (b) The execution, Its execution and delivery and performance of this Agreement, the performance by it of its obligations under this Agreement by such Party has and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate actioncorporate, subject only to receipt of requisite boards of directors' approvals;partnership, limited liability company or other action on its part. This Agreement has been duly executed and delivered by such Party and is legal, valid, binding and enforceable upon and against such Party. (c) It has the power Its execution and authority to execute and deliver this Agreement and to perform its obligations hereunder; (d) The executiondelivery of, delivery and performance by such Party of this Agreement and its performance and compliance with the terms and provisions hereof does of, this Agreement do not and will not conflict with or result in a breach of violate any of the terms and terms, conditions or provisions of or constitute a default under (i) a loan its certificate of formation, certificate of limited partnership, limited partnership agreement, guaranty, financing agreement, limited liability company agreement affecting a product or other agreement applicable organizational agreements or instrument binding or affecting it or its property; governing instruments, (ii) the provisions of its charter documents or bylaws; or (iii) any judgment, order, writinjunction, injunction decree, regulation or decree ruling of any government or any arbitrator, tribunal or court of competent jurisdiction, administrative agency or commission or other governmental authority entered against or instrumentality (in each case whether Federal, state, local, foreign, international or multinational) (“Governmental Entity”) to which it is subject or by which any of its assets are bound, or (iii) any agreement or contract to which such Party is a party or to which it or its property is bound;subject. (ed) Except for No authorization, consent, order, approval or license from, filing with, or other act by any Governmental Entity or other Person is or will be necessary to permit the governmental valid execution and regulatory approvals required to market the Product in the Territory, the execution, delivery and performance by it of this Agreement or the performance by such Party does not require it of the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority and the execution, delivery or performance of this Agreement will not violate any law, rule or regulation applicable obligations to such Party; (f) This Agreement has been duly authorized, executed and delivered and constitutes such Party's legal, valid and binding obligation enforceable against be performed by it in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to the availability of particular remedies under general equity principles; and (g) It shall comply with all applicable material laws and regulations relating to its activities under this Agreement, or if any such authorizations, consents, orders, approvals or licenses are required, they have been obtained as of the Closing Date. Buyers acknowledge that Sellers have relied on the representation of each Buyer in the Side Letter in connection with its representation under this Section 5(d).

Representations and Warranties of Each Party. Each As of ICN the Effective Date, each of ViroPharma and Schering hereby represents, warrants and covenants to the other Party hereto as follows: (a) It is a corporation duly organized and validly existing under the laws of the state or other jurisdiction of incorporation or formation; (b) The execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate action, subject only to receipt of requisite boards of directors' approvals; (c) It it has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (db) The the execution, delivery and performance by such Party of this Agreement and its compliance with the terms and provisions hereof does not and will not conflict with or result in a breach of any of the terms and provisions of of, or constitute a default under under, (i) a loan agreement, guaranty, financing agreement, agreement affecting a product product, or other agreement or instrument binding or affecting it or its property; (ii) the provisions of its charter documents or bylawsbylaws (as applicable); or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound; (ec) Except for the governmental and regulatory approvals required to market the Product in the Territory, the execution, delivery and performance of this Agreement by such Party does not require the consent, approval approval, or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority authority, and the execution, delivery or performance of this Agreement will not violate any law, rule or regulation applicable to such Party; (fd) This this Agreement has been duly authorized, executed and delivered and constitutes such Party's ’s legal, valid and binding obligation enforceable against it in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' ’ rights and to the availability of particular remedies under general equity principles; and (ge) It it shall comply with all applicable material laws and regulations relating to its activities under this Agreement.

Representations and Warranties of Each Party. Each of ICN Party hereby represents and Schering hereby represents, warrants and covenants to the each other Party hereto as of the Execution Date as follows: (a) It Such Party (i) is a corporation duly organized formed and validly existing in good standing under the laws of the state or other jurisdiction of incorporation or its formation; , (bii) The execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate action, subject only to receipt of requisite boards of directors' approvals; (c) It has the power and authority and the legal right to execute and deliver enter into this Agreement and to perform its obligations hereunder;, and (iii) has taken all necessary action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder. (b) This Agreement has been duly executed and delivered on behalf of such Party and constitutes a legal, valid and binding obligation of such Party and is enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency or other similar 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 is considered in a proceeding at law or equity. (c) All necessary consents, approvals and authorizations of all regulatory and governmental authorities and other Persons required to be obtained by such Party in connection with the execution and delivery of this Agreement and the performance of its obligations hereunder have been obtained. (d) The execution, execution and delivery and performance by such Party of this Agreement and its compliance with the terms and provisions hereof does performance of such Party’s obligations hereunder, (i) to the knowledge of such Party, do not and will not conflict with or result in a breach violate any requirement of Applicable Law, (ii) do not and will not conflict with or violate any provision of the terms articles of incorporation or bylaws of such Party, and provisions of (iii) do not and will not conflict with, violate, or breach, or constitute a default under or require any consent under, any contractual obligation or court or administrative order by which such Party is bound. Notwithstanding anything else in this Section 3.1 to the contrary, neither Licensor makes the representation set forth in clause (i) a loan agreement, guaranty, financing agreement, agreement affecting a product or other agreement or instrument binding or affecting it or its property; (ii) the provisions of its charter documents or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound; (e) Except for the governmental and regulatory approvals required to market the Product in the Territory, the execution, delivery and performance of this Agreement by such Party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority and the execution, delivery or performance of this Agreement will not violate any law, rule or regulation applicable to such Party; (f) This Agreement has been duly authorized, executed and delivered and constitutes such Party's legal, valid and binding obligation enforceable against it in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to the availability of particular remedies under general equity principles; and (g) It shall comply with all applicable material laws and regulations relating to its activities under this AgreementSection 3.1(d).

Representations and Warranties of Each Party. Each of ICN Party hereby represents and Schering hereby represents, warrants and covenants to the other Party hereto Party, as followsof Effective Date, that: (a) It such Party is a corporation duly organized and organized, validly existing and in good standing under the laws Applicable Law of the state or other jurisdiction of incorporation or formationits formation and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including the full right to grant the licenses and sublicenses granted by it hereunder; (b) The executionsuch Party has the corporate power and authority and the legal right to enter into this Agreement and perform its obligations hereunder, and has taken all necessary corporate action on its part to authorize the execution and delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate action, subject only to receipt and the performance of requisite boards of directors' approvals; (c) It has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (dc) The execution, delivery this Agreement has been duly executed and performance by delivered on behalf of such Party of this Agreement and constitutes a legal, valid and binding obligation, enforceable against it in accordance with its compliance with terms, except to the terms and provisions hereof does not and will not conflict with or result in a breach of any extent that enforcement of the terms rights and provisions remedies created hereby is subject to: (a) bankruptcy, insolvency, reorganization, moratorium and other similar laws of or constitute a default under (i) a loan agreement, guaranty, financing agreement, agreement general application affecting a product or other agreement or instrument binding or affecting it or its property; (ii) the provisions rights and remedies of its charter documents or bylawscreditors; or (iiib) any orderlaws governing specific performance, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is boundinjunctive relief and other equitable remedies; (ed) Except for the governmental and regulatory approvals required to market the Product in the Territory, the execution, delivery and performance of this Agreement by such Party does not require breach, violate, or conflict with any agreement or any provision thereof (including any confidentiality or non-competition obligation, any exclusivity obligation, or any provisions with respect to the ownership, prosecution and enforcement of intellectual property rights), or any instrument or understanding, oral or written, to which such Party (or any of its Affiliates) is a party or by 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 approval, license, exemption of or authorization of, or notice, declaration, 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, any governmental of the transactions contemplated by this Agreement, or regulatory authority and for the executionperformance by it of its obligations under this Agreement, delivery except as may be required to conduct Clinical Trials or performance of this Agreement will not violate to seek or obtain Regulatory Approvals or applicable Regulatory Materials, or to Manufacture or Commercialize any law, rule or regulation applicable to such PartyLicensed Product(s); (f) This Agreement it has been duly authorizedobtained all necessary authorizations, executed consents and delivered and constitutes such Party's legalapprovals of any Third Party that is required to be obtained by it for, valid and binding obligation enforceable against or in connection with, any of the transactions contemplated by this Agreement, or for the performance by it in accordance with of its terms subjectobligations under this Agreement, except as may be required to enforcementconduct Clinical Trials or to seek or obtain Regulatory Approvals or applicable Regulatory Materials, or to bankruptcy, insolvency, reorganization and other laws of general applicability relating to Manufacture or affecting creditors' rights and to the availability of particular remedies under general equity principlesCommercialize any Licensed Product(s); and (g) It shall comply Neither it nor any of its Affiliates (i) has been debarred or is subject to debarment pursuant to Section 306 of the FFDCA or analogous provisions of Applicable Law outside the United States or listed on any excluded list; (ii) has used in any capacity, in connection with all applicable material laws and regulations relating the activities to its be performed under this Agreement, any individual or entity that has been debarred pursuant to Section 306 of the FFDCA or analogous provisions of Applicable Law outside the United States, or that is the subject of a conviction described in such Section or analogous provisions of Applicable Law outside the United States; (iii) has been listed by any Governmental Authority as ineligible to participate in any government healthcare program or government procurement or non-procurement program, or is excluded, debarred, or suspended from participating in any such program; or (iv) has been convicted of a criminal offense related to the provision of healthcare items or services. Each Party agrees to inform the other Party in writing promptly if such Party or any individual or entity performing activities under this AgreementAgreement on behalf of such Party becomes subject to any of the foregoing.

Representations and Warranties of Each Party. Each of ICN Party hereby represents and Schering hereby represents, warrants and covenants to the other Party hereto as follows: (a) It is a corporation duly organized and validly existing under the laws of the state or other jurisdiction State of incorporation or formation; (b) The Delaware and is authorized to transact business and is in “good standing” in the State of New Jersey. It has the requisite power and authority to execute, deliver and perform this Equipment Lease. It has obtained all necessary authorizations to approve the execution, delivery and performance by it of this Agreement by such Party Equipment Lease. This Equipment Lease has been duly authorized executed and delivered by all requisite corporate action, subject only to receipt of requisite boards of directors' approvals;it. (cb) It has the power This Equipment Lease is its legal, valid and authority to execute and deliver this Agreement and to perform binding obligation, enforceable against it in accordance with its obligations hereunder; (d) terms. The execution, delivery and performance by such Party it of this Agreement and its compliance with the terms and provisions hereof Equipment Lease does not and will not not, under any circumstance whatsoever: (i) conflict with with, constitute a default, or result in a default or other breach of or under the certificate of incorporation or bylaws of such Party or any of the terms and provisions of agreement to which such Party is a party or constitute a default under (i) a loan agreement, guaranty, financing agreement, agreement affecting a product or other agreement or instrument binding or affecting by which it or its propertyassets is bound; (ii) the provisions of permit any person or entity to either terminate or to accelerate any liability or other obligation, or to impose any penalty under or to otherwise modify, or exercise rights under, or cancel or require any notice under, or otherwise violate any agreement to which such Party is a party or by which it or its charter documents or bylawsassets is bound; or (iii) otherwise result in any orderliens, writsecurity interests, injunction pledges, attachments, mortgages, charges, claims, conditions or decree other similar encumbrances or restrictions of any court kind, including, without limitation, any conditional sale agreement or governmental authority entered against it or by which any of its property is bound;other title retention agreement (collectively, “Liens”). (ec) Except for the No governmental and regulatory approvals required to market the Product in the Territory, the execution, delivery and performance of this Agreement by such Party does not require the consentor other authorization, approval or authorization of, other consent of any kind or notice, declaration, filing nature by or registration with, any governmental on behalf of such Party is required arising out of or regulatory authority and otherwise relating to the execution, delivery or performance of this Agreement will Equipment Lease by such Party and such Party is not violate prohibited by any law, rule law from consummating the transactions contemplated by this Equipment Lease. No litigation or regulation applicable to such Party; (f) This Agreement has been duly authorized, executed and delivered and constitutes such Party's legal, valid and binding obligation enforceable other proceeding is pending or threatened against it in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws that questions the validity of general applicability relating to this Equipment Lease or affecting creditors' rights and to the availability of particular remedies under general equity principles; and (g) It shall comply with all applicable material laws and regulations relating to its activities under this Agreementany transaction contemplated thereby.

Representations and Warranties of Each Party. Each of ICN LIRUM and Schering IGF hereby represents, warrants and covenants to the other Party hereto that as followsof the Effective Date: (ai) It it is a corporation or other business entity duly organized and validly existing under the laws Laws of the state or other jurisdiction of its incorporation or formation; (bii) The the execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate action, subject only to receipt of requisite boards of directors' approvals; (ciii) It it has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (div) The the execution, delivery and performance by such Party of this Agreement and its compliance with the terms and provisions hereof does not and will not conflict with or result in a breach of any of the terms and provisions of or constitute a default under (i) a loan agreement, guaranty, financing agreement, agreement affecting a product or other agreement or instrument binding or affecting it or its property; (ii) the provisions of its charter or operative documents or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound; (ev) Except except for the governmental and regulatory approvals Regulatory Approvals required to manufacture and/or market and sell the Licensed Product in the Field in the Territory, the execution, delivery and performance of this Agreement by such Party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority Regulatory Authority and the execution, delivery or performance of this Agreement will not violate any law, rule or regulation Law applicable to such Party;; and (fvi) This this Agreement has been duly authorized, executed and delivered and constitutes such Party's legal, valid and binding obligation enforceable against it in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws Laws of general applicability relating to or affecting creditors' rights and to the availability of particular remedies under general equity principles; and (g) It shall comply with all applicable material laws and regulations relating to its activities under this Agreement.

Representations and Warranties of Each Party. Each of ICN party represents and Schering hereby represents, warrants and covenants to the other Party hereto as followsthat: (ai) It is this Agreement has been duly executed and delivered by such party and constitutes a corporation duly organized valid and validly existing under the binding obligation of such party, enforceable against such party in accordance with its terms, except as enforceability may be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium and other laws of the state relating to or other jurisdiction of incorporation or formationaffecting creditors’ rights generally and by general equitable principles; (bii) The as of the Effective Date, the execution, delivery and performance of this Agreement by such Party has have been duly authorized by all requisite corporate actionnecessary action on the part of such party, subject only its officers and directors and does not conflict with any agreement, instrument or understanding, oral or written, to receipt which such party is a party or by which it may be bound, and, to the best of requisite boards its knowledge, does not violate any material law or regulation of directors' approvalsany court, governmental body or administrative or other agency having authority over it; (ciii) It has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (d) The execution, delivery the performance hereunder does not and performance shall not contravene with any agreement by which such Party party is bound by; and the consummation of this Agreement the transactions contemplated hereby and its compliance with the fulfillment of the terms and provisions hereof does do not and will not conflict with or result in a breach of any of the terms and provisions violation of or constitute a default under (i) a the charter or under any agreement, lease, contract, loan agreement, guaranty, financing agreement, agreement affecting a product indenture or other agreement instrument or instrument binding or affecting it or its property; obligation to which such party is a party; (iiiv) such party has full power and authority to perform the provisions of its charter documents or bylaws; or obligations set forth herein; (iiiv) such party is not subject to any order, writ, decree or injunction by a court of competent jurisdiction which may prevent or decree materially delay the consummation of any court or governmental authority entered against it or the transactions contemplated by which any of its property is bound; (e) Except for the governmental and regulatory approvals required to market the Product in the Territory, the execution, delivery and performance of this Agreement by such Party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority and the execution, delivery or performance of this Agreement will not violate any law, rule or regulation applicable to such Party; (f) This Agreement has been duly authorized, executed and delivered and constitutes such Party's legal, valid and binding obligation enforceable against it in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to the availability of particular remedies under general equity principlesAgreement; and (gvi) It shall comply with all applicable material such party is duly organized, validly existing and in good standing under the laws and regulations relating to its activities under this Agreementof the jurisdiction where it is organized.

Representations and Warranties of Each Party. Each of ICN Party does hereby represent and Schering hereby represents, warrants and covenants warrant to the other Party hereto as followsfollows and acknowledges that the other Party is relying on such representations and warranties in entering into this Agreement: (a) It it has been duly incorporated and is a corporation duly organized and validly existing corporation in good standing under the laws of the state or other its jurisdiction of incorporation or formationincorporation; (b) The it is duly qualified, either directly or through their subsidiary entities, to carry on business in the Province of Ontario and to hold an interest in the Joint Venture Property; (c) it has full power and authority to enter into this Agreement and to carry out and perform all of its obligations and duties hereunder; (d) it has taken all corporate action that is necessary to authorize its entry into this Agreement and to perform all of its obligations and duties hereunder; (e) the execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate action, subject only to receipt it and the consummation of requisite boards of directors' approvals; (c) It has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (d) The execution, delivery and performance by such Party of this Agreement and its compliance with the terms and provisions hereof transactions herein contemplated does not and or will not conflict with or result in a breach of any of the terms and provisions of covenants or agreements contained in or constitute a default under under: (i) a loan agreement, guaranty, financing agreement, agreement affecting a product its constitution or other agreement or instrument binding or affecting it or its property; constating documents; (ii) the provisions of its charter documents any indenture, agreement or bylawsother instrument whatsoever to which it is a party or by which it is bound; or and (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound; (e) Except for the governmental and regulatory approvals required to market the Product in the Territory, the execution, delivery and performance of this Agreement by such Party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, contravene any governmental or regulatory authority and the execution, delivery or performance of this Agreement will not violate any law, rule or regulation applicable to such Partylaws; (f) This this Agreement has been duly authorized, executed and delivered by it and constitutes such Party's a legal, valid and binding obligation agreement of it enforceable against it in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to the availability of particular remedies under general equity principlesterms; and (g) It shall comply with all applicable material laws and regulations relating it has not committed an act of bankruptcy, is not insolvent, has not proposed a compromising arrangement to its activities under this Agreementcreditors generally, has not had any petition for a receiving order in bankruptcy filed against it, has not made a voluntary assignment in bankruptcy, has not taken any proceedings with respect to a compromise or arrangement, has not taken any proceeding to have itself declared bankrupt or wound-up, has not taken any proceeding to have a receiver appointed of any part of its assets, has not had any encumbrancer take possession of any of its property and has not had any execution or distress become enforceable or become levied upon any of its property.

Representations and Warranties of Each Party. Each of ICN NeoGenesis and Schering SPL hereby represents, warrants and covenants to the other Party party hereto as follows: (a) It it is a corporation or entity duly organized and validly existing under the laws of the state or other jurisdiction of its incorporation or formation; (b) The the execution, delivery and performance of this Agreement by such Party party has been duly authorized by all requisite corporate action, subject only to receipt of requisite boards of directors' approvals; (c) It it has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (d) The the execution, delivery and performance by such Party party of this Agreement and its compliance with the terms and provisions hereof does not and will not conflict with or result in a breach of any of the terms and provisions of or constitute a default under (i) a loan agreement, guaranty, financing agreement, agreement affecting a product or other agreement or instrument binding or affecting it or its property; (ii) the provisions of its charter or operative documents or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound; (e) Except except for the governmental and regulatory approvals required to market the Product in the TerritoryLicensed Product(s), the execution, delivery and performance of this Agreement by such Party party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority and the execution, delivery or performance of this Agreement will not violate any law, rule or regulation applicable to such Partyparty; (f) This this Agreement has been duly authorized, executed and delivered and constitutes such Partyparty's legal, valid and binding obligation enforceable against it in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to the availability of particular remedies under general equity principles; and (g) It it shall comply with all applicable material laws and regulations relating to its activities under this Agreement.

Representations and Warranties of Each Party. Each of ICN Lilly and Schering Licensee hereby represents, warrants and covenants to the other Party hereto as follows: (a) It it is a corporation duly organized and validly existing under the laws of the state or other jurisdiction of incorporation or formationits incorporation; (b) The the execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate action, subject only to receipt of requisite boards of directors' approvals; (c) It it has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (d) The the execution, delivery and performance by such Party of this Agreement and its compliance with the terms and provisions hereof herein does not and will not conflict with or result in a breach of any of the terms and provisions of or constitute a default under (i) a loan agreement, guaranty, financing agreement, agreement affecting a product or other agreement or instrument binding or affecting it or its property; (ii) the provisions of its corporate charter or other operative documents or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound; (e) Except except for the governmental and regulatory approvals Marketing Authorizations required to market the Licensed Product in the Territory, the execution, delivery and performance of this Agreement by such Party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority Regulatory Authority and the execution, delivery or performance of this Agreement will not violate any law, rule or regulation applicable to such Party; (f) This this Agreement has been duly authorized, executed and delivered and constitutes such Party's legal, valid and binding obligation enforceable against it in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to the availability of particular remedies under general equity principles; and (g) It it shall comply with all applicable material laws and regulations relating to its activities under this Agreement.

Representations and Warranties of Each Party. Each party, severally and not jointly, represents and warrants each of ICN and Schering hereby represents, warrants and covenants the following to each of the other Party hereto as followsparties: (a) It is a corporation duly organized organized, validly existing, and validly existing in good standing under the laws of the state or other its jurisdiction of incorporation incorporation, formation, or formation;organization, as applicable, and has all organizational power and authority to conduct its business, to own, lease, or operate its properties in the places where its business is conducted and such properties are owned, leased, or operated. (b) The executionIt has the right, delivery power and performance of authority to enter into this Agreement by such Party has been duly authorized by all requisite corporate actionAgreement, subject only and any agreement contemplated hereby (collectively, the “Transaction Agreements”), and to receipt of requisite boards of directors' approvalsperform its obligations and consummate the transactions contemplated hereby and thereby; (c) It has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (d) The execution, delivery and performance by such Party of this Agreement and its compliance with the terms and provisions hereof does not and will not conflict with or result in a breach of any of the terms and provisions of or constitute a default under (i) a loan agreementdelivery, guaranty, financing agreement, agreement affecting a product or other agreement or instrument binding or affecting it or its property; (ii) the provisions of its charter documents or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound; (e) Except for the governmental and regulatory approvals required to market the Product in the Territory, the execution, delivery and performance of this Agreement each of the Transaction Agreements by such Party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority and the execution, delivery or performance of this Agreement will not violate any law, rule or regulation applicable to such Party; (f) This Agreement it has been duly authorizedauthorized and approved by all necessary action on the part of such party, executed and delivered and constitutes such Party's each of the Transaction Agreements is the legal, valid valid, and binding obligation of such party, as applicable, enforceable against it in accordance with its terms subjectterms, except as to enforcement, to enforceability may be limited by applicable equitable principles or by bankruptcy, insolvency, reorganization and other reorganization, moratorium or similar laws of general applicability relating to or affecting creditors' ’ rights generally, and to the availability exercise of particular remedies under judicial discretion in accordance with general equity equitable principles; and; (gd) The execution by it of the Transaction Agreements to which it is a party, and the performance by it of its obligations and duties hereunder and thereunder, do not and will not violate such party’s organizational documents, any applicable laws or regulations, or the legal rights of any third parties, or the terms of any other agreement to which such party is a party; (e) It shall comply has not made and will not make any commitment to any other Person inconsistent with all applicable material laws the rights granted and regulations relating obligations undertaken pursuant to its activities under the Transaction Agreements; (f) Except for the consent of the Trustee referred to in Section 2.2(g) of this Agreement, no consent, approval, authorization, or action by any third party not a party to this Agreement or any court, administrative agency, or other governmental authority is required in connection with the execution and delivery by it of this Agreement or the Transaction Agreements to which it is a party or the performance by it of its obligations herein or therein.

Representations and Warranties of Each Party. Each of ICN the Buyer and Schering hereby represents, the Seller represents and warrants and covenants to the other Party hereto as followsthat: (a) It it is a corporation duly organized authorized to execute and validly existing under the laws of the state or other jurisdiction of incorporation or formationdeliver this Agreement, to enter into Transactions contemplated hereunder and to perform its obligations hereunder and has taken all necessary action to authorize such execution, delivery and performance; (b) The executionit will engage in such Transactions as principal (or, delivery and performance if agreed in writing, in the form of this Agreement an annex hereto or otherwise, in advance of any Transaction by such Party has been duly authorized by all requisite corporate actionthe other party hereto, subject only to receipt of requisite boards of directors' approvalsas agent for a disclosed principal); (c) It has the power and authority to execute and deliver person signing this Agreement and on its behalf is duly authorized to perform do so on its obligations hereunderbehalf (or on behalf of any such disclosed principal); (d) The execution, delivery and performance by such Party of this Agreement and its compliance with the terms and provisions hereof does not and will not conflict with or result in a breach it has obtained all authorizations of any of governmental body required in connection with this Agreement, if any, and the terms Transactions hereunder and provisions of or constitute a default under (i) a loan agreement, guaranty, financing agreement, agreement affecting a product or other agreement or instrument binding or affecting it or its property; (ii) the provisions of its charter documents or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is boundsuch authorizations are in full force and effect; (e) Except for the governmental and regulatory approvals required to market the Product in the Territory, the execution, delivery and performance of this Agreement by such Party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority and the execution, delivery or performance of this Agreement Transactions hereunder will not violate any law, ordinance, charter, by-law or rule or regulation applicable to such Partyit or any agreement by which it is bound or by which any of its assets are affected; (f) This Agreement it is acting for its own account, and it has been duly authorized, executed made its own independent decisions to enter into each Transaction and delivered and constitutes such Party's legal, valid and binding obligation enforceable against it in accordance with its terms subject, as to enforcement, whether each Transaction is appropriate or proper for it based upon its own judgment and upon advice from such advisers as it has deemed necessary. It is not relying on any communication (written or oral) of the other party as investment adviser or as a recommendation to bankruptcy, insolvency, reorganization enter into any Transaction; it being understood that information and other laws of general applicability relating to or affecting creditors' rights and explanations related to the availability terms and conditions of particular remedies under general equity principlesany Transaction shall not be considered investment advice or a recommendation to enter into such Transaction. No communication (written or oral) received from the other party shall be deemed to be an assurance or guarantee as to the expected results of any Transaction; (g) it is capable of assessing the merits of and understands (on its own behalf or through independent professional advice), and accepts, the terms, conditions and risks of each Transaction. It is also capable of assuming, and assumes, the risks of each Transaction; and (gh) It shall comply with all applicable material laws and regulations relating the other party is not acting as a fiduciary for or an adviser to its activities under this Agreementit in respect of any Transaction.

Representations and Warranties of Each Party. Each of ICN and Schering hereby represents, warrants and covenants to the other Party hereto as follows: (a) It PREPA hereby represents and warrants to FONROCHE: (i) the execution and delivery by PREPA of this Amendment, and the Amendment itself, is in accordance with applicable law, and (A) do not and will not require any additional internal or external consent or approval, (B) do not and will not violate any provision of Act No. 83 of May 2, 1941, as amended, or its regulations, or any material indenture, contract or agreement to which it is a corporation duly organized party or by which its properties may be bound; and validly existing under (ii) this Amendment is a legal, valid, and binding obligation of PREPA, enforceable against PREPA in Third Amendment to Contract 2012-P00031 - PREPA and Humacao Solar Project LLC Page 8 accordance with its terms, except as may be limited by applicable bankruptcy, insolvency or similar laws affecting the laws enforcement of the state or other jurisdiction of incorporation or formation;rights generally. (b) The FONROCHE hereby represents and warrants to PREPA: (i) the execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate actiondelivery, subject only to receipt of requisite boards of directors' approvals; (c) It has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (d) The execution, delivery and performance by such Party FONROCHE of this Agreement Amendment have been duly authorized, and its compliance with the terms and provisions hereof does do not and will not conflict with (A) require any additional internal consent or result in a breach approval of FONROCHE, or (B) violate any provision of the terms and provisions FONROCHE's certificate of formation or constitute a default under (i) a loan operating agreement, guarantyor any material indenture, financing agreement, contract or agreement affecting to which it is a product party or other agreement or instrument binding or affecting by which it or its property; (ii) the provisions of its charter documents properties may be bound, or bylaws; or (iii) any law, ordinance, rule, regulation, order, writ, injunction judgment, injunction, decree, determination or decree of any court or governmental authority entered against it or by which any of its property is bound;award presently in effect; and (eii) Except for the governmental and regulatory approvals required to market the Product in the Territory, the execution, delivery and performance of this Agreement by such Party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority and the execution, delivery or performance of this Agreement will not violate any law, rule or regulation applicable to such Party; (f) This Agreement has been duly authorized, executed and delivered and constitutes such Party's Amendment is a legal, valid and binding obligation of FONROCHE, enforceable against it FONROCHE in accordance with its terms subjectterms, except as to enforcement, to may be limited by applicable bankruptcy, insolvency, reorganization and other insolvency or similar laws affecting the enforcement of general applicability relating to or affecting creditors' rights and to the availability of particular remedies under general equity principles; and (g) It shall comply with all applicable material laws and regulations relating to its activities under this Agreementgenerally.

Representations and Warranties of Each Party. Each of ICN Sparta and Schering hereby represents, warrants and covenants to the other Party party hereto as follows: (a) It it is a corporation or entity duly organized and validly existing under the laws of the state or other jurisdiction of its incorporation or formation; (b) The the execution, delivery and performance of this Agreement by such Party party has been duly authorized by all requisite corporate action, subject only to receipt of requisite boards approval of its board of directors' approvals; (c) It it has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (d) The the execution, delivery and performance by such Party party of this Agreement and its compliance with the terms and provisions hereof does not and will not conflict with or result in a breach of any of the terms and provisions of or constitute a default under (i) a loan agreement, guaranty, financing agreement, agreement affecting a product or other agreement or instrument binding or affecting it or its property; (ii) the provisions of its charter or operative documents or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound; (e) Except except for the governmental and regulatory approvals Regulatory Approvals required to market the Licensed Product in the Territory, the execution, delivery and performance of this Agreement by such Party party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority and the execution, delivery or performance of this Agreement will not violate any law, rule or regulation applicable to such Partyparty; (f) This this Agreement has been duly authorized, executed and delivered and constitutes such Partyparty's legal, valid and binding obligation enforceable against it in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to the availability of particular remedies under general equity principles; and (g) It it shall comply with all applicable material laws and regulations relating to its activities under this Agreement.

Representations and Warranties of Each Party. Each of ICN the parties hereto hereby represents and Schering hereby representswarrants, warrants severally and covenants not jointly, to each of the other Party parties hereto as of the date hereof as follows: (ai) It Such party (other than in the case of a natural person) is a corporation duly organized and or formed, validly existing and in good standing under the laws of the state or other its jurisdiction of incorporation or formation;, is qualified to do business in each jurisdiction where such qualification is required (except for such qualifications the absence of which, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on the ability of such party to perform its obligations under this Agreement and, to the extent a party thereto, the Registration Rights Agreement, the Holdco Partnership Agreement, the Class B Stockholder Agreement, the Vulcan Stockholder Agreement, the LLC Agreement and the Separation Agreement) and has the requisite power and authority to enter into this Agreement and, to the extent a party thereto, the Registration Rights Agreement, the Holdco Partnership Agreement, the LLC Agreement and the Separation Agreement and to consummate the transactions contemplated hereby and thereby. (bii) To the extent such party is making a Preferred Contribution pursuant to Section 2.01(a), a Contribution pursuant to Section 2.02 or a Holdco Contribution pursuant to Section 2.03, such party will have good and valid title to the interests or shares, as applicable, to be contributed, free and clear of all liens, security interests, charges, options, claims, restrictions or encumbrances of any kind (collectively, "Liens"), and upon the applicable contribution, good and valid title to such interests or shares will pass to the Company or Holdco, as applicable, free and clear of any Liens, other than Liens arising from actions of the Company or Holdco, as applicable. (iii) The execution and delivery of each of this Agreement and, to the extent a party thereto, the Registration Rights Agreement, the Holdco Partnership Agreement, the LLC Agreement and the Separation Agreement and the consummation of the transactions contemplated hereby and thereby have, other than in the case of a natural person, been duly authorized by all necessary action on the part of such party. Each of this Agreement and, to the extent a party thereto, the Registration Rights Agreement, the Holdco Partnership Agreement, the Class B Stockholder Agreement, the Vulcan Stockholder Agreement, the LLC Agreement and the Separation Agreement has been duly executed and delivered by such party and constitutes a legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors' rights generally and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. The spousal consents being executed by the persons listed on Exhibit A hereto are enforceable against such persons in accordance with their terms. (iv) The execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate actionand, subject only to receipt of requisite boards of directors' approvals; (c) It has the power and authority to execute and deliver this extent a party thereto, the Registration Rights Agreement, the Holdco Partnership Agreement, the Class B Stockholder Agreement, the Vulcan Stockholder Agreement, the LLC Agreement and to perform its obligations hereunder; (d) The execution, delivery and performance by such Party of this the Separation Agreement and its the consummation of the transactions contemplated hereby and thereby and compliance with the terms hereof and provisions hereof does not and will thereof shall not conflict with or result in a breach or violation of any of the terms and provisions of or constitute a default under (i) other than in the case of a loan agreementnatural person, guarantysuch party's articles or certificate of incorporation (or similar constitutive document) or by-laws or (ii) any material contract, financing agreement, agreement affecting a product or other agreement or instrument binding to which such party or affecting it or its property; (ii) the provisions any of its charter documents or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it subsidiaries is a party or by which any of its property is them are bound; (e) Except for the governmental and regulatory approvals required to market the Product in the Territory, the execution, delivery and performance of this Agreement by such Party does not require the consent, approval or authorization of, or noticelicense, declarationjudgment, filing or registration withorder, any governmental or regulatory authority and the executiondecree, delivery or performance of this Agreement will not violate any statute, law, rule or regulation regulation, domestic or foreign, applicable to such Party;party or any of its subsidiaries or their respective properties or assets. (fv) This Agreement has been duly authorizedIn the case of each Member, executed and delivered and constitutes such Party's legal, valid and binding obligation enforceable against it in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws party is an "accredited investor" within the meaning of general applicability relating to or affecting creditors' rights and to Rule 501(a) of Regulation D under the availability of particular remedies under general equity principles; and (g) It shall comply with all applicable material laws and regulations relating to its activities under this AgreementSecurities Act.

Representations and Warranties of Each Party. Each of ICN the parties hereto represents and Schering hereby represents, warrants and covenants to the other Party hereto that, as followsof the date hereof: (a) It it is a corporation duly organized and organized, validly existing and in good standing under the laws of the state jurisdiction in which it is formed and has all requisite organizational authority to own its property and assets and to conduct its business as presently conducted or other jurisdiction of incorporation or formationproposed to be conducted under this Agreement; (b) The it has the organizational power and authority to execute, deliver and perform its obligations under this Agreement; (c) all necessary action has been taken to authorize its execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate action, subject only to receipt of requisite boards of directors' approvals; (c) It has the power and authority to execute and deliver this Agreement and to perform constitutes its obligations hereunder; (d) The execution, delivery and performance by such Party of this Agreement and its compliance with the terms and provisions hereof does not and will not conflict with or result in a breach of any of the terms and provisions of or constitute a default under (i) a loan agreement, guaranty, financing agreement, agreement affecting a product or other agreement or instrument binding or affecting it or its property; (ii) the provisions of its charter documents or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound; (e) Except for the governmental and regulatory approvals required to market the Product in the Territory, the execution, delivery and performance of this Agreement by such Party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority and the execution, delivery or performance of this Agreement will not violate any law, rule or regulation applicable to such Party; (f) This Agreement has been duly authorized, executed and delivered and constitutes such Party's legal, valid and binding obligation enforceable against it in accordance with its terms subjectrespective terms, except as to enforcement, to such enforcement may be limited by applicable bankruptcy, insolvency, reorganization moratorium and other similar laws affecting the rights of creditors generally and by general applicability relating principles of equity; (d) neither its execution and delivery of this Agreement nor the performance of its obligations hereunder will: (i) conflict with or violate any provision of its certificate of incorporation or by-laws or equivalent organizational documents; (ii) conflict with, violate or result in a breach of any constitution, law, judgment, regulation or order of any governmental authority applicable to it; or (iii) conflict with, violate or affecting creditors' rights result in a breach of or constitute a default under or result in the imposition or creation of any mortgage, pledge, lien, security interest or other encumbrance under any term or condition of any mortgage, indenture, loan agreement or other agreement to which it is a party or by which its properties or assets are bound; (e) no approval, authorization, order or consent of, or declaration, registration or filing with any governmental authority or third party is required for its valid execution, delivery and to the availability performance of particular remedies under general equity principlesthis Agreement, except such as have been duly obtained or made; and (gf) It shall comply with all applicable material laws and regulations relating there is no action, suit or proceeding, at law or in equity, by or before any court, tribunal or governmental authority or third party pending, or, to its activities under knowledge, threatened, which, if adversely determined, would materially and adversely affect its ability to perform its obligations hereunder or the validity or enforceability of this Agreement. (g) Each party shall indemnify the other party, and each of its respective officers, directors, employees, partners, members, stockholders, Affiliates, counsel, consultants, accountants, advisors, financing sources, agents, and representatives, from and against any Losses or Expenses (each as defined in Section 4) incurred as a result of any third party Action (as defined in Section 4) alleging that any of the above representations and warranties are not true and correct in all material respects; provided that, in any event, in any Action which arises in whole or in part due to any failure of Consultant's representations and warranties hereunder to be true and correct in all material respects (i) Consultant shall not be entitled to indemnification pursuant to this Agreement to the extent such Losses or Expenses are determined, in the manner provided pursuant to Section 4, to have resulted from such failure and (ii) the Company shall be entitled to indemnification pursuant to this Agreement. The procedures set forth in Section 4(b) and (c) shall govern any claim for indemnification in respect of the matters set forth in this Section 3.

Representations and Warranties of Each Party. Each of ICN RIBI and Schering SP Ltd. hereby represents, warrants and covenants to the other Party party hereto as follows: (a) It it is a corporation duly organized and validly existing under the laws of the state or other jurisdiction of incorporation or formation; (b) The the execution, delivery and performance of this Agreement by such Party party has been duly authorized by all requisite corporate action, subject only to receipt of requisite boards of directors' action and approvals; (c) It it has the power and authority to execute and deliver this Agreement and to perform its obligations hereunderhereunder including, without limitation, the right, power and authority to grant the distribution rights under Article IV and supply Product under Article VI; (d) The the execution, delivery and performance by such Party party of this Agreement and its compliance with the terms and provisions hereof does not and will not conflict with or result in a breach of any of the terms and provisions of or constitute a default under (i) a loan agreement, guaranty, financing agreement, agreement affecting a product or other agreement or instrument binding or affecting it or its property; (ii) the provisions of its charter documents or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound; (e) Except except for the governmental and regulatory approvals required to market the Product in the Territory, the execution, delivery and performance of this Agreement by such Party party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority and the execution, delivery or performance of this Agreement will not violate any law, rule or regulation applicable to such Partyparty; (f) This this Agreement has been duly authorized, executed and delivered and constitutes such Partyparty's legal, valid and binding obligation enforceable against it in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to the availability of particular remedies under general equity principles; and (g) It it shall comply with all applicable material laws and regulations relating to its activities under this Agreement.

Representations and Warranties of Each Party. Each of ICN Party represents and Schering hereby represents, warrants and covenants to the other Party hereto as follows: of the Execution Date and the Effective Date that: (a) It it is a corporation duly organized and organized, validly existing and in good standing under the laws of the state or other jurisdiction of incorporation or formation; its organization; (b) The the execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate actionaction under the provisions of its charter, subject only to receipt bylaws and other organizational documents, and does not require any action or approval by any of requisite boards its shareholders or other holders of directors' approvals; its voting securities or voting interests; (c) It it has the power and authority to execute execute, deliver and deliver perform each of this Agreement and to perform its obligations hereunder; (in accordance with the terms set forth in Schedule 4.3.2 (Terms of Clinical and Commercial Supply Agreement) and Schedule 4.3.3 (Terms of Manufacturing Technology Transfer), respectively) the Manufacturing Technology Transfer Agreement and the Supply Agreement; (d) The this Agreement has been duly executed and is a legal, valid and binding obligation on each Party, enforceable against such Party in accordance with its terms; (e) the execution, delivery and performance by such Party of each of this Agreement and (on the basis of the terms set forth in Schedule 4.3.2 (Terms of Clinical and Commercial Supply Agreement) and Schedule 4.3.3 (Terms of Manufacturing Technology Transfer), respectively) the Manufacturing Technology Transfer Agreement and the Supply Agreement and its compliance with the terms and provisions hereof and thereof, does not and will not conflict with or result in a breach of or default under any binding arrangement or agreement with a Third Party existing as of the terms and provisions of Execution Date or constitute a default under (i) a loan agreement, guaranty, financing agreement, agreement affecting a product or other agreement or instrument binding or affecting it or its propertythe Effective Date; (iif) the provisions of its charter documents or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound; (e) Except for the governmental and regulatory approvals required to market the Product in the Territory, the execution, delivery delivery, and performance of each of this Agreement and (in accordance with the terms set forth in Schedule 4.3.2 (Terms of Clinical and Commercial Supply Agreement) and Schedule 4.3.3 (Terms of Manufacturing Technology Transfer), respectively) the Manufacturing Technology Transfer Agreement and the Supply Agreement by such Party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority and the execution, delivery or performance of this Agreement will not violate any law, rule Applicable Laws of any Governmental Authority having jurisdiction over such Party (or regulation applicable to such Party; (f) This Agreement has been duly authorized, executed any of its Affiliates); and delivered and constitutes such Party's legal, valid and binding obligation enforceable against it in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to the availability of particular remedies under general equity principles; and (g) It no government authorization, consent, approval, license, exemption of or filing or registration with any Governmental Authority under any Applicable Law currently in effect, is or shall comply with all applicable material laws be necessary for, or in connection with, the transactions contemplated by this Agreement and regulations relating (on the basis of the terms set forth in Schedule 4.3.2 (Terms of Clinical and Commercial Supply Agreement) and Schedule 4.3.3 (Terms of Manufacturing Technology Transfer), respectively) the Manufacturing Technology Transfer Agreement or the Supply Agreement, or for the performance by it of its obligations hereunder or thereunder pursuant to its activities under this Agreement.the terms thereof, except: (i) as may be required to conduct Clinical Trials or to seek or obtain Regulatory Approvals; or (ii) as set forth in Section 7.1 of Schedule 7.2 (HUTCHMED Disclosures). ​

Representations and Warranties of Each Party. Each of ICN Party represents and Schering hereby represents, warrants and covenants to the other Party hereto that as followsof the Effective Date: (a) It 7.1.1 such Party is a corporation duly organized and validly existing under the laws of the state or other jurisdiction of incorporation or formation; (b) The executionits organization and has full corporate right, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate action, subject only to receipt of requisite boards of directors' approvals; (c) It has the power and authority to execute and deliver enter into this Agreement and to perform its obligations hereunder; (d) The 7.1.2 the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by the necessary corporate actions of such Party. This Agreement has been duly executed by such Party. This Agreement and any other documents contemplated hereby constitute valid and legally binding obligations of such Party enforceable against it in accordance with their respective terms, except to the extent that enforcement of the rights and remedies created thereby is subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application affecting the rights and remedies of creditors; and 7.1.3 the execution, delivery and performance by such Party of this Agreement and its compliance with the terms any other agreements and provisions hereof does not and instruments contemplated hereunder will not conflict with or result in a breach of any of the terms and provisions of or constitute a default under (i) a loan agreementin any respect violate any statute, guarantyregulation, financing agreementjudgment, agreement affecting a product order, decree or other agreement or instrument binding or affecting it or its property; restriction of any governmental authority to which such Party is subject, (ii) violate any provision of the provisions corporate charter, by-laws or other organizational documents of its charter documents or bylaws; such Party, or (iii) any order, writ, injunction constitute a material violation or decree of any court or governmental authority entered against it or by which any of its property is bound; (e) Except for the governmental and regulatory approvals required to market the Product in the Territory, the execution, delivery and performance of this Agreement breach by such Party does of any provision of any material contract, agreement or instrument to which such Party is a party or to which such Party may be subject although not require the consenta party. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, approval or authorization ofMARKED BY [***], or notice, declaration, filing or registration with, any governmental or regulatory authority and the execution, delivery or performance of this Agreement will not violate any law, rule or regulation applicable to such Party; HAS BEEN OMITTED BECAUSE IT IS BOTH (fI) This Agreement has been duly authorized, executed and delivered and constitutes such Party's legal, valid and binding obligation enforceable against it in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to the availability of particular remedies under general equity principles; and NOT MATERIAL AND (gII) It shall comply with all applicable material laws and regulations relating to its activities under this Agreement.WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED

Representations and Warranties of Each Party. Each Except as may be disclosed in Schedule 15.1, which may be updated within five (5) days following the HSR Clearance Date, each of ICN AGTC and Schering Biogen hereby represents, warrants and covenants to the other Party hereto as of the Execution Date and the Effective Date as follows: (a) It 15.1.1. it is a corporation duly organized and organized, validly existing and in good standing under the laws of the state or other jurisdiction of incorporation or formationits incorporation; 15.1.2. it (bi) The execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate action, subject only to receipt of requisite boards of directors' approvals; (c) It has the requisite power and authority and the legal right to execute and deliver enter into this Agreement and to perform its obligations hereunder, (ii) has the requisite resources and expertise to perform its obligations hereunder and (iii) has taken all requisite action on its part to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder; (d) The 15.1.3. this Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid, binding obligation, enforceable against such Party in accordance with its terms; 15.1.4. it has obtained all necessary consents, approvals and authorizations of all Governmental Authorities and other persons or entities required to be obtained by such Party in connection with the execution and delivery of this Agreement; 15.1.5. the execution, delivery and performance by such Party of this Agreement and its compliance with the terms and provisions hereof does not and will not conflict with or result in a breach of any of the terms and provisions of or constitute a default under (i) a loan agreement, guaranty, financing agreement, agreement affecting a product relating to one or more Patent Rights or other agreement or instrument binding or affecting it or its property; (ii) the provisions of its charter or operative documents or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority Governmental Authority entered against it or by which any of its property is bound; (e) Except for 15.1.6. it has not, and will not, after the governmental Execution Date and regulatory approvals required during the Term, grant any right to market any Third Party that would conflict with the Product rights granted to the other Party or would be inconsistent with its obligations hereunder; 15.1.7. neither it nor any of its Affiliates has been debarred by the FDA or is the subject of a conviction described in Section 306 of the FD&C Act or is subject to any similar sanction of other Governmental Authorities in the Territory. Neither AGTC nor any of its Affiliates has used, in any capacity, any Person who either has been debarred by the executionFDA, delivery and performance is the subject of a conviction described in Section 306 of the FD&C Act or is subject to any such similar sanction in their development programs for the Licensed Products. Neither Party shall engage, in any capacity in connection with this Agreement or any ancillary agreements, any Person who either has been debarred by the FDA, is the subject of a conviction described in Section 306 of the FD&C Act or is subject to any such similar sanction. Each Party shall inform the other Party in writing promptly upon learning that it or any Person engaged by such Party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority and the execution, delivery or performance of its Affiliates who is performing services under this Agreement will not violate or any lawancillary agreements is debarred or is the subject of a conviction described in Section 306 of the FD&C Act, rule or regulation applicable or, to such Party’s knowledge, if any action, suit, claim, investigation or legal or administrative proceeding is pending or is threatened, relating to the debarment or conviction of such Party, any of its Affiliates or any such Person performing services hereunder or thereunder; (f) This Agreement has been duly authorized, executed and delivered and constitutes such Party's legal, valid and binding obligation enforceable against 15.1.8. it in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to the availability of particular remedies under general equity principles; and (g) It shall at all times comply with all material Laws applicable material laws and regulations relating to its activities under this Agreement; and B4849167.1 15.1.9. each Party hereby agrees that until the expiration of six (6) months after the expiration or termination of this Agreement, neither it nor any of its controlled Affiliates will solicit to employ any of the officers or employees of the other Party without obtaining the prior written consent of the other Party; provided, however, that the foregoing shall not prohibit such Party from: (i) publishing general job advertisements or similar notices that are not targeted specifically at such Party’s employees or (ii) soliciting employees whose employment with such Party has terminated not less than six (6) months prior to such solicitation.

Representations and Warranties of Each Party. Each of ICN Company and Schering UCB hereby represents, warrants and covenants to the other Party hereto that as followsof the Effective Date: (ai) It it is a corporation or other business entity duly organized and validly existing under the laws of the state or other jurisdiction of its incorporation or formation; (bii) The the execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate action, subject only to receipt of requisite boards of directors' approvals; (ciii) It it has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (div) The the execution, delivery and performance by such Party of this Agreement and its compliance with the terms and provisions hereof does not and will not conflict with or result in a breach of any of the terms and provisions of or constitute a default under (i) a loan agreement, guaranty, financing agreement, agreement affecting a product or other agreement or instrument binding or affecting it or its propertyproperty (***); (ii) the provisions of its charter or operative documents or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound; (ev) Except except for the governmental and regulatory approvals required to manufacture and/or market and sell the Licensed Product in the Field in the Territory, the execution, delivery and performance of this Agreement by such Party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority and the execution, delivery or performance of this Agreement will not violate any law, rule or regulation applicable to such Party;; and (fvi) This this Agreement has been duly authorized, executed and delivered and constitutes such Party's ’s legal, valid and binding obligation enforceable against it in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' ’ rights and to the availability of particular remedies under general equity principles; and (g) It shall comply with all applicable material laws and regulations relating to its activities under this Agreement.

Representations and Warranties of Each Party. Each of ICN party represents and Schering hereby represents, warrants and covenants to the other Party hereto as followsparties that: (a) It a. it is a corporation limited liability company or corporation, as applicable, duly organized organized, validly existing, and validly existing in good standing under the laws of Delaware (or, in the state or other jurisdiction case of incorporation or formationLicensee, under the laws of California); (b) The execution, delivery and performance of this Agreement by such Party b. it has been duly authorized by all requisite corporate action, subject only to receipt of requisite boards of directors' approvals; (c) It has the full power and authority to execute execute, deliver, and deliver this Agreement and to perform its obligations hereunder; (d) The execution, delivery and performance by such Party under each of this Agreement and the Master Services Agreement, and has taken all action required by Applicable Law and its compliance organizational documents to authorize the execution and delivery of this Agreement and the Master Services Agreement and the consummation of the transactions contemplated by this Agreement and the Master Services Agreement; c. each of this Agreement and the Master Services Agreement has been duly authorized, executed and delivered by such party and constitutes a legal, valid and binding obligation of such party enforceable against such party in accordance with its terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent transfer, or other similar laws affecting the rights and remedies of creditors generally and by general principles of equity; d. all consents, approvals and authorizations from all governmental authorities or other Third Parties required to be obtained by such party in connection with the terms execution and provisions hereof does delivery of this Agreement and/or the Master Services Agreement have been obtained; e. the execution and delivery of this Agreement and the Master Services Agreement and all other instruments and documents required to be executed pursuant to this Agreement and/or the Master Services Agreement do not, and the consummation of the transactions contemplated hereby and the party’s due performance of its obligations hereunder would not and will not (i) conflict with or result in a breach of any provision of the terms and provisions of or constitute a default under (i) a loan agreementits organizational documents, guaranty, financing agreement, agreement affecting a product or other agreement or instrument binding or affecting it or its property; (ii) result in a breach of any agreement to which it is a party that would impair the provisions performance of its charter documents or bylaws; obligations hereunder, or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound; (e) Except for the governmental and regulatory approvals required to market the Product in the Territory, the execution, delivery and performance of this Agreement by such Party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority and the execution, delivery or performance of this Agreement will not violate any law, rule or regulation applicable to such Party; (f) This Agreement has been duly authorized, executed and delivered and constitutes such Party's legal, valid and binding obligation enforceable against it in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to the availability of particular remedies under general equity principlesApplicable Law; and (g) It shall comply with all applicable material laws and regulations relating to f. no Person has or will have, as a result of the transactions contemplated by this Agreement and/or the Master Services 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 its activities under this AgreementAffiliates or agents.

Representations and Warranties of Each Party. Each of ICN RIBI and Schering hereby represents, warrants and covenants to the other Party party hereto as follows: (a) It it is a corporation duly organized and validly existing under the laws of the state or other jurisdiction of incorporation or formation; (b) The the execution, delivery and performance of this Agreement by such Party party has been duly authorized by all requisite corporate action, subject only to receipt of requisite boards of directors' action and approvals; (c) It it has the power and authority to execute and deliver this Agreement and to perform its obligations hereunderhereunder including, without limitation, the right, power and authority to grant the distribution rights under Article IV and supply Product under Article VI; (d) The the execution, delivery and performance by such Party party of this Agreement and its compliance with the terms and provisions hereof does not and will not conflict with or result in a breach of any of the terms and provisions of or constitute a default under (i) a loan agreement, guaranty, financing agreement, agreement affecting a product or other agreement or instrument binding or affecting it or its property; (ii) the provisions of its charter documents or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound; (e) Except except for the governmental and regulatory approvals required to market the Product in the Territory, the execution, delivery and performance of this Agreement by such Party party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority and the execution, delivery or performance of this Agreement will not violate any law, rule or regulation applicable to such Partyparty; (f) This this Agreement has been duly authorized, executed and delivered and constitutes such Partyparty's legal, valid and binding obligation enforceable against it in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to the availability of particular remedies under general equity principles; and (g) It it shall comply with all applicable material laws and regulations relating to its activities under this Agreement.

Representations and Warranties of Each Party. Each of ICN Party hereby represents and Schering hereby represents, warrants and covenants to the other Party hereto as followsthat: (a) It is a corporation duly organized and validly existing under the laws of the state or other jurisdiction of incorporation or formation; (b) The execution, delivery and performance of this Agreement by such Party has been duly authorized taken all necessary actions and has received all necessary approvals and consents (including the approval by the fiscal body of each Party) and adopted all requisite corporate action, subject only to receipt of requisite boards of directors' approvals; (c) It has the power necessary ordinances and authority resolutions in order to execute and deliver this Agreement and to perform its obligations hereunder; (db) The execution, delivery and performance by such Party of this Agreement and its compliance with the terms and provisions hereof does not and will not conflict with or result in a breach of any of the terms and provisions of or constitute a default under (i) a loan agreement, guaranty, financing agreement, agreement affecting a product or other agreement or instrument binding or affecting it or its property; (ii) the provisions of its charter documents or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound; (e) Except for the governmental and regulatory approvals required to market the Product in the Territory, the execution, delivery and performance of this Agreement by such the Party is within the power and authority of the Party and does not require violate the consentlaws of the State (or any other federal, approval State or authorization oflocal law applicable to the Party itself and not to the other parties hereto) or any other applicable federal, State or noticelocal ordinance, declarationresolution, filing rule or registration with, any governmental or regulatory authority and regulation; (c) the execution, delivery or and performance of this Agreement will not violate any law, rule or regulation applicable to such Party; (f) This Agreement has been duly authorized, executed authorized and delivered and constitutes such Party's this Agreement is the legal, valid and binding obligation of the Party enforceable against it the Party in accordance with its terms subjectterms, as subject to enforcement, to applicable bankruptcy, insolvency, moratorium, fraudulent conveyance, reorganization and other similar laws of general applicability now or hereafter in effect relating to creditors’ rights generally, and subject to general principles of equity (whether applied in a proceeding at law or affecting creditors' rights in equity); (d) any certificates delivered heretofore or hereafter by the Party in connection with this Agreement, as of the date specified therein, are true and to the availability complete and contain no material misstatements of particular remedies under general equity principlesfact or omissions that render them misleading; and (ge) It shall comply the execution, delivery and performance of this Agreement do not conflict with all applicable material laws and regulations relating or result in the breach or termination of, or otherwise give any other person the right to terminate, or constitute a default, event of default or an event, which, with notice or lapse of time, or both, would constitute a default or an event of default under the terms of any contract or permit to which the Party is a party or by which the Party or its activities under this Agreementproperties are bound.

Representations and Warranties of Each Party. Each of ICN ABL Agent and Schering hereby represents, Term Lender hereto represents and warrants and covenants to the other Party parties hereto as follows: (a) It is a corporation duly organized and organized, validly existing and in good standing under the laws of the state or other jurisdiction of incorporation or formation; (b) The execution, delivery its organization and performance of this Agreement by such Party has been duly authorized by all requisite corporate action, subject only to receipt of requisite boards of directors' approvals; (c) It has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder;. (db) This Agreement has been duly executed and delivered by such party and constitutes a legal, valid and binding obligation of such party, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability. (c) The execution, delivery and performance by such Party party of this Agreement and its compliance with the terms and provisions hereof does not and will not conflict with or result in a breach of any of the terms and provisions of or constitute a default under (i) a loan agreementdo not require any consent or approval of, guaranty, financing agreement, agreement affecting a product registration or filing with or any other agreement or instrument binding or affecting it or its property; action by any governmental authority and (ii) the provisions of its charter documents or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound; (e) Except for the governmental and regulatory approvals required to market the Product in the Territory, the execution, delivery and performance of this Agreement by such Party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority and the execution, delivery or performance of this Agreement will not violate any provision of law, statute, rule or regulation applicable regulation, or of the certificate or articles of incorporation or other constitutive documents or by-laws of such party or any order of any governmental authority or any provision of any material indenture, material agreement or other material instrument binding upon such party. (d) Term Lender or the ABL Agent, as applicable, have been appointed and authorized by its respective Secured Creditors to enter into this Agreement on its behalf and to take all actions on its behalf and to exercise such powers under the this Agreement as are delegated by the terms thereof to such Party; (f) This Agreement has been duly authorized, executed and delivered and constitutes such Party's legal, valid and binding obligation enforceable against it in accordance with its terms subjectTerm Lender or ABL Agent, as to enforcementapplicable, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to the availability of particular remedies under general equity principles; and (g) It shall comply together with all applicable material laws such powers as are reasonably incidental thereto. Each of Term Lender and regulations relating ABL Agent is authorized and empowered to amend, modify, or waive any provisions of this Agreement on behalf of the respective Secured Creditors without further notice or consent from its activities respective Secured Creditors. In performing its functions and duties under this Agreement, each of Term Lender and ABL Agent shall act solely as agent of its respective Secured Creditors and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for any Obligor.

Representations and Warranties of Each Party. Each of ICN Party represents and Schering hereby represents, warrants and covenants to the other Party hereto as followsof the Execution Date that: (a) It it is a corporation duly organized and validly existing and in good standing under the laws Applicable Laws of the state or other jurisdiction of incorporation or formationits incorporation; (b) The execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate action, subject only to receipt of requisite boards of directors' approvals; (c) It it has the full right, power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (d) The execution, delivery and performance by such Party of this Agreement and its compliance with the terms and provisions hereof does not and will not conflict with or result in a breach of any of the terms and provisions of or constitute a default under (i) a loan agreemententer into this Agreement, guaranty, financing agreement, agreement affecting a product or other agreement or instrument binding or affecting it or its property; (ii) conduct the provisions of its charter documents or bylaws; or activities allocated to it under this Agreement, (iii) any ordergrant the licenses under this Agreement, writ(iv) grant and assign the rights under this Agreement, injunction or decree of any court or governmental authority entered against it or by which any of its property and (v) disclose the information and Know-How that is bound; (e) Except for to be disclosed under this Agreement, in each case to the governmental and regulatory approvals required to market the Product in the Territory, the execution, delivery and performance of this Agreement by such Party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority and the execution, delivery or performance of this Agreement will not violate any law, rule or regulation extent applicable to such Party; (fc) This this Agreement has been duly authorizedexecuted by it and is legally binding upon it, executed and delivered and constitutes such Party's legal, valid and binding obligation enforceable against it in accordance with its terms subjectterms, as to enforcement, subject to bankruptcy, insolvency, reorganization reorganization, arrangement, winding-up, moratorium and other similar laws of general applicability relating application affecting the enforcement of creditors’ rights generally, and does not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or affecting creditors' rights and by which it or its assets may be bound, nor violate any Applicable Law of any court, governmental body or administrative or other agency having jurisdiction over it; 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 (d) neither it, nor any of its Affiliates are party to the availability of particular remedies any agreements, instruments or understanding, oral or written, that conflict with its obligations under general equity principlesthis Agreement; and (ge) It shall comply except as otherwise provided herein, no government authorization, consent, approval, license, exemption of or filing or registration with all applicable material laws and regulations relating to its activities any Governmental Authority, domestic or foreign, under any Applicable Laws currently in effect, on the part of such Party, is necessary for the transactions contemplated by this AgreementAgreement or any other agreement or instrument executed in connection herewith.

Representations and Warranties of Each Party. Each of ICN Licensor and Schering Licensee hereby represents, warrants and covenants to the other Party hereto as follows: (a) It it is a corporation duly organized and validly existing under the laws of the state or other jurisdiction of incorporation or formationits incorporation; (b) The the execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate action, subject only to receipt action on the part of requisite boards of directors' approvalssuch Party; (c) It it has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (d) The the execution, delivery and performance by such Party of this Agreement and its compliance with the terms and provisions hereof herein does not and will not conflict with or result in a breach of any of the terms and provisions of or constitute a default under (i) a loan agreement, guaranty, financing agreement, agreement affecting a product or other agreement or instrument binding or affecting it or its property; (ii) the provisions of its corporate charter or other operative documents or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound; (e) Except except for the governmental and regulatory approvals Regulatory Approvals required to market the Product Licensed Products in the Territory, the execution, delivery and performance of this Agreement by such Party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority Regulatory Authority and the execution, delivery or performance of this Agreement will not violate any law, rule or regulation applicable to such Party; (f) This this Agreement has been duly authorized, executed and delivered and constitutes such Party's ’s legal, valid and binding obligation enforceable against it in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' ’ rights and to the availability of particular remedies under general equity principles; and; (g) It it shall comply with all applicable material laws and regulations relating to its activities under this Agreement; and (h) during the Term of this Agreement Licensee will not use in any capacity, in connection with any activities to be performed under this Agreement, any individual who has been debarred pursuant to the United States Food, Drug and Cosmetic Act.

Representations and Warranties of Each Party. Each of ICN Party hereby represents and Schering hereby represents, warrants and covenants to the other Party hereto as followsthat: (a) It it is a corporation company duly organized and organized, validly existing and, if relevant in its jurisdiction of organization, in good standing under the laws of the state or other its jurisdiction of incorporation or formation; (b) The execution, delivery organization and performance of this Agreement by such Party has been duly authorized by all requisite corporate action, subject only to receipt of requisite boards of directors' approvals; (c) It has the power and authority to execute and deliver enter into this Agreement and to perform its obligations hereunder; (db) The the execution, delivery and performance by such Party it of this Agreement and its compliance with the terms and provisions hereof does not and will not conflict with or result in a breach of any consummation by it of the terms transactions contemplated hereby have been duly authorized and provisions of or constitute a default under (i) a loan agreement, guaranty, financing agreement, agreement affecting a product or other agreement or instrument binding or affecting it or approved by all necessary corporate action on its property; (ii) the provisions of its charter documents or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is boundpart; (ec) Except for the governmental and regulatory approvals required to market the Product in the Territory, the execution, delivery and performance of this Agreement by such Party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority and the execution, delivery or performance of this Agreement will not violate any law, rule or regulation applicable to such Party; (f) This Agreement has been duly authorized, executed and delivered by it and constitutes such Party's its legal, valid and binding obligation obligation, enforceable against it in accordance with its terms subjectterms; (d) the execution, as delivery and performance by it of this Agreement and the consummation by it of the transactions contemplated hereby do not and will not: (i) violate any Applicable Laws; (ii) conflict with, or result in the breach of any provision of its organizational documents; (iii) result in the creation of any lien or encumbrance of any nature upon any property being transferred by it pursuant to enforcementthis Agreement; or (iv) violate, conflict with, result in the breach or termination of, or constitute a default under (or event which, with notice, lapse of time or both, would constitute a default under), any permit, contract or agreement to bankruptcy, insolvency, reorganization and other laws which it is a party or by which any of general applicability relating to its properties or affecting creditors' rights and to the availability of particular remedies under general equity principlesbusinesses are bound; and (ge) It shall comply with all applicable material laws no authorization, consent or approval of, or notice to or filing with, any Person is required for the execution, delivery and regulations relating to its activities under performance by it of this AgreementAgreement (excluding approvals of Regulatory Authorities as contemplated herein).

Representations and Warranties of Each Party. Each of ICN Party hereby represents and Schering hereby represents, warrants and covenants to the other Party hereto as of the Effective Date as follows: (a) It Such Party (i) is a corporation duly organized formed and validly existing in good standing under the laws of the state or other jurisdiction of incorporation or its formation; , (bii) The execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate action, subject only to receipt of requisite boards of directors' approvals; (c) It has the power and authority and the legal right to execute and deliver enter into this Agreement and to perform its obligations hereunder; , and (diii) The execution, has taken all necessary action on its part required to authorize the execution and delivery and performance by such Party of this Agreement and the performance of its compliance obligations hereunder. This Agreement has been duly executed and delivered on behalf of such Party and constitutes a legal, valid and binding obligation of such Party and is enforceable against it in accordance with its * Confidential treatment requested; certain information omitted and filed separately with the terms SEC. terms, subject to the effects of bankruptcy, insolvency or other similar laws of general application affecting the enforcement of creditor rights and provisions hereof does judicial principles affecting the availability of specific performance and general principles of equity, whether enforceability is considered a proceeding at law or equity. (b) All necessary consents, approvals and authorizations of all regulatory and governmental authorities and other Persons required to be obtained by such Party in connection with the execution and delivery of this Agreement and the performance of its obligations hereunder have been obtained. (c) The execution and delivery of this Agreement and the performance of such Party’s obligations hereunder (i) do not and will not conflict with or result in a breach violate any requirement of applicable law or any provision of the terms articles of incorporation, bylaws, limited partnership agreement or other similar documents of such Party and provisions of (ii) do not and will not conflict with, violate, or breach, or constitute a default under (i) a loan agreementor require any consent under, guaranty, financing agreement, agreement affecting a product any contractual obligation or other agreement or instrument binding or affecting it or its property; (ii) the provisions of its charter documents or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or administrative order by which any of its property such Party is bound; (e) Except for the governmental and regulatory approvals required to market the Product in the Territory, the execution, delivery and performance of this Agreement by such Party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority and the execution, delivery or performance of this Agreement will not violate any law, rule or regulation applicable to such Party; (f) This Agreement has been duly authorized, executed and delivered and constitutes such Party's legal, valid and binding obligation enforceable against it in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to the availability of particular remedies under general equity principles; and (g) It shall comply with all applicable material laws and regulations relating to its activities under this Agreement.

Representations and Warranties of Each Party. Each of ICN MSD and Schering Licensee hereby represents, represents and warrants and covenants to the other Party hereto as of the Effective Date as follows: (a) It it is a corporation duly organized and validly existing under the laws of the state or other jurisdiction of incorporation or formationits incorporation; (b) The the execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate action, subject only to receipt of requisite boards of directors' approvals; (c) It it has the corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (d) The the execution, delivery and performance by such Party of this Agreement and its compliance with the terms and provisions hereof herein does not and will not conflict with or result in a breach of any of the terms and provisions of or constitute a default under (i) a any loan agreement, guaranty, financing agreement, agreement affecting a product or other agreement or instrument binding or affecting it or its property; (ii) the provisions of its corporate charter or other operative documents or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound; (e) Except except for the governmental and regulatory approvals Regulatory Approvals required to market the Product in the TerritoryProduct, the execution, delivery and performance of this Agreement by such Party does do not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental authority or regulatory authority Regulatory Authority and the execution, delivery or performance of this Agreement will not violate any law, rule or regulation Applicable Law applicable to such Party;; and (f) This this Agreement has been duly authorized, executed and delivered and constitutes such Party's ’s legal, valid and binding obligation enforceable against it in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' ’ rights and to the availability of particular remedies under general equity principles; and (g) It shall comply with all applicable material laws and regulations relating to its activities under this Agreement.

Representations and Warranties of Each Party. Each As of ICN the Execution Date, each of Licensee and Schering XENCOR hereby represents, represents and warrants and covenants to the other Party hereto as follows: (a) It it is a corporation or entity duly organized organized, in good standing, and validly existing under the laws of the state or other jurisdiction of its incorporation or formation, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement; (b) The it has taken all necessary corporate action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder, and this Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid, and binding obligation of such Party that is enforceable against it in accordance with its terms, except as enforcement may be affected by bankruptcy, insolvency or other similar laws and by general principles of equity; (c) except with respect to Regulatory Approvals for the Development, Manufacturing or Commercialization of the Products or as otherwise described in this Agreement, (i) all necessary consents, approvals and authorizations of, and (ii) all notices to, and filings by such Party with, all governmental authorities and other Persons required to be obtained or provided by such Party as of the Execution Date in connection with the execution, delivery and performance of this Agreement have been obtained and provided, except for those approvals, if any, not required at the time of execution of this Agreement; (d) the execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate actionaction and does not require any shareholder action or approval, subject only to receipt of requisite boards of directors' approvalsand shall not violate any Applicable Law; (ce) It it has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (df) The the execution, delivery and performance by such Party of this Agreement and its compliance with the terms and provisions hereof does not and will shall not conflict with or result in a breach of any of the terms and provisions of or constitute a default or material breach under (i) any other agreements to which it is a loan agreement, guaranty, financing agreement, agreement affecting a product or other agreement or instrument binding or affecting it or its propertyparty; (ii) the provisions of its charter or operative documents or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority Government Authority entered against it or by which any of its property is bound; (e) Except for the governmental and regulatory approvals required to market the Product in the Territory, the execution, delivery and performance of this Agreement by such Party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority and the execution, delivery or performance of this Agreement will not violate any law, rule or regulation applicable to such Party; (f) This Agreement has been duly authorized, executed and delivered and constitutes such Party's legal, valid and binding obligation enforceable against it in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to the availability of particular remedies under general equity principles; and (g) It shall comply with it has the full right, power and authority to grant all applicable material laws of the right, title and regulations relating interest in the licenses granted to its activities the other Party under this Agreement.

Representations and Warranties of Each Party. Each of ICN the parties hereto represents and Schering hereby represents, warrants and covenants to the other Party hereto that, as followsof the date hereof: (a) It it is a corporation duly organized and organized, validly existing and in good standing under the laws of the state jurisdiction in which it is formed and has all requisite authority to own its property and assets and to conduct its business as presently conducted or other jurisdiction of incorporation or formationproposed to be conducted under this Agreement; (b) The it has the power and authority to execute, deliver and perform its obligations under this Agreement; (c) all necessary action has been taken to authorize its execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate action, subject only to receipt of requisite boards of directors' approvals; (c) It has the power and authority to execute and deliver this Agreement and to perform constitutes its obligations hereunder; (d) The execution, delivery and performance by such Party of this Agreement and its compliance with the terms and provisions hereof does not and will not conflict with or result in a breach of any of the terms and provisions of or constitute a default under (i) a loan agreement, guaranty, financing agreement, agreement affecting a product or other agreement or instrument binding or affecting it or its property; (ii) the provisions of its charter documents or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound; (e) Except for the governmental and regulatory approvals required to market the Product in the Territory, the execution, delivery and performance of this Agreement by such Party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority and the execution, delivery or performance of this Agreement will not violate any law, rule or regulation applicable to such Party; (f) This Agreement has been duly authorized, executed and delivered and constitutes such Party's legal, valid and binding obligation enforceable against it in accordance with its terms subjectrespective terms, except as to enforcement, to such enforcement may be limited by applicable bankruptcy, insolvency, reorganization moratorium and other similar laws affecting the rights of creditors generally and by general applicability relating principles of equity; (d) neither its execution and delivery of this Agreement nor the performance of its obligations hereunder will: (i) conflict with or violate any provision of its organizational documents; (ii) conflict with, violate or result in a breach of any constitution, law, judgment, regulation or order of any governmental authority applicable to it; or (iii) conflict with, violate or affecting creditors' rights result in a breach of or constitute a default under or result in the imposition or creation of any mortgage, pledge, lien, security interest or other encumbrance under any term or condition of any mortgage, indenture, loan agreement or other agreement to which it is a party or by which its properties or assets are bound; (e) no approval, authorization, order or consent of, or declaration, registration or filing with any governmental authority or third party is required for its valid execution, delivery and to the availability performance of particular remedies under general equity principlesthis Agreement, except such as have been duly obtained or made; and (gf) It shall comply with all applicable material laws and regulations relating there is no action, suit or proceeding, at law or in equity, by or before any court, tribunal or governmental authority or third party pending, or, to its activities under knowledge, threatened, which, if adversely determined, would materially and adversely affect its ability to perform its obligations hereunder or the validity or enforceability of this Agreement.

Representations and Warranties of Each Party. Each of ICN Myriad and Schering -------------------------------------------- NADII hereby represents, warrants and covenants to the other Party hereto party as follows: (a) It it is a corporation duly organized and validly existing under the laws of the state or other jurisdiction of its incorporation or formation; (b) The the execution, delivery and performance of this Agreement by such Party party has been duly authorized by all requisite corporate action, subject only to receipt of requisite boards of directors' approvals; (c) It it has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder, including the right, power and authority to grant the licenses contemplated thereby; (d) The the execution, delivery and performance by such Party party of this Agreement and its compliance with the terms and provisions hereof does not and will not conflict with or result in a breach of any of the terms and provisions of or constitute a default under (i) a loan agreement, guaranty, financing agreement, agreement affecting a product or other any material agreement or instrument binding or affecting it or its property; (ii) the provisions of its charter documents or bylaws; or (iii) any order, writ, injunction order or decree of any court or governmental authority entered against it or by which any of its property is bound; (e) Except for the governmental and regulatory approvals required to market the Product in the Territory, the execution, delivery and performance of this Agreement by such Party party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority and the execution, delivery or performance of this Agreement will not violate any law, rule or regulation applicable to such Partyauthority; (f) This this Agreement has been duly authorized, executed and delivered and constitutes such Partyparty's legal, valid and binding obligation enforceable against it in accordance with its terms (subject, as to enforcement, to bankruptcy, insolvency, reorganization insolvency and other laws of general applicability relating to or affecting creditors' rights and to the availability of particular remedies under general equity principles; and); (g) It it shall comply with all applicable material laws and regulations relating to its activities under this Agreement.; (h) to the best of its knowledge, Myriad and NADII own or have rights to the technology identified in Recital A to this Agreement; and (i) it has not previously assigned, transferred or encumbered its right, title and interest in its technology referenced in Recital A.

Representations and Warranties of Each Party. Each of ICN and Schering hereby represents, warrants and covenants to the other Party hereto as follows: (a) It is a corporation duly organized and validly existing under the laws of the state or other jurisdiction of incorporation or formation; (b) The execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate action, subject only to receipt of requisite boards of directors' approvals; (c) It has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (d) The execution, delivery and performance by such Party of this Agreement and its compliance with the terms and provisions hereof does not and will not conflict with or result in a breach of any of the terms and provisions of or constitute a default under (i) a loan agreement, guaranty, financing agreement, agreement affecting a product or other agreement or instrument binding or affecting it or its property; (ii) the provisions of its charter documents or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound; (e) Except for the governmental and regulatory approvals required to market the Product in the Territory, the execution, delivery and performance of this Agreement by such Party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority and the execution, delivery or performance of this Agreement will not violate any law, rule or regulation applicable to such Party; (f) This Agreement has been duly authorized, executed and delivered and constitutes such Party's legal, valid and binding obligation enforceable against it in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to the availability of particular remedies under general equity principles; and (g) It shall comply with all applicable material laws and regulations relating to its activities under this Agreement.

Representations and Warranties of Each Party. Each of ICN Party represents and Schering hereby represents, warrants and covenants to the other Party hereto as follows: that (a) It it is a corporation corporation, duly organized and validly existing under the laws of the state or other jurisdiction State of incorporation or formation; Delaware; (b) The execution, delivery and performance of this Agreement by such Party it has been duly authorized by all requisite corporate action, subject only to receipt of requisite boards of directors' approvals; (c) It has the power and authority to execute own its properties, conduct its business as presently conducted, and deliver enter into and perform its obligations under this Agreement; (c) it has taken all necessary corporate action to authorize this Agreement; (d) it has duly executed and delivered this Agreement and to perform this Agreement constitutes its obligations hereunder; legal and valid obligation, enforceable against it in accordance with its terms; (de) The execution, the execution and delivery and performance by such Party of this Agreement and the performance of its compliance with the terms and provisions hereof does obligations hereunder do not and will not conflict with or result in a breach of any of the terms and provisions of or constitute a default under (i) a loan agreement, guaranty, financing agreement, agreement affecting a product or violate any other agreement or instrument binding of any nature to which it is a party or affecting by which it or its property; is bound, (ii) the provisions of its charter documents or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound; (e) Except for the governmental and regulatory approvals required to market the Product in the Territory, the execution, delivery and performance of this Agreement by such Party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority and the execution, delivery or performance of this Agreement will not violate any law, rule or regulation applicable to such Party; which it is subject or by which it is bound, or (fiii) This Agreement require any filing, approval, authorization, permit or license from or with any governmental authority which has not been duly authorizedmade or obtained, executed PROVIDED, HOWEVER, that COPHARMA makes no representation or warranty concerning any approvals or consents which may be required for, or in connection with, the transfer of any Permits (as defined in the Asset Purchase Agreement, dated the date hereof, between COPHARMA, SERAGEN, LIGAND and delivered and constitutes such Party's legalMarathon Biopharmaceuticals, valid and binding obligation enforceable against it Inc. (the "Asset Purchase Agreement")) required for COPHARMA'S operation of the Business (as defined in accordance with its terms subject, the Asset Purchase Agreement) or COPHARMA'S use of the Facility or the Purchased Assets (as to enforcement, to bankruptcy, insolvency, reorganization and other laws defined in the Asset Purchase Agreement) following the Closing (as defined in the Asset Purchase Agreement) or the performance of general applicability relating to or affecting creditors' rights and to any of the availability of particular remedies under general equity principles; and (g) It shall comply with all applicable material laws and regulations relating to its activities COPHARMA'S obligations under this Agreement.

Representations and Warranties of Each Party. Each of ICN Lilly and Schering Licensee hereby represents, warrants and covenants to the other Party hereto as follows: (a) It it is a corporation duly organized and validly existing under the laws of the state or other jurisdiction of incorporation or formationits incorporation; (b) The the execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate action, subject only to receipt of requisite boards of directors' approvals; (c) It it has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (d) The the execution, delivery and performance by such Party of this Agreement and its compliance with the terms and provisions hereof herein does not and will not conflict with or result in a breach of any of the terms and provisions of or constitute a default under (i) a loan agreement, Confidential treatment requested under 17 C.F.R. §§ 200.80(b)(4) and 240.24b-2. The confidential portions of this exhibit have been omitted and are marked accordingly. The confidential portions will be filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request. guaranty, financing agreement, agreement affecting a product or other agreement or instrument binding or affecting it or its property; (ii) the provisions of its corporate charter or other operative documents or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound; (e) Except except for the governmental and regulatory approvals Marketing Authorizations required to market the Licensed Product in the Territory, the execution, delivery and performance of this Agreement by such Party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority Regulatory Authority and the execution, delivery or performance of this Agreement will not violate any law, rule or regulation applicable to such Party; (f) This this Agreement has been duly authorized, executed and delivered and constitutes such Party's legal, valid and binding obligation enforceable against it in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to the availability of particular remedies under general equity principles; and (g) It it shall comply with all applicable material laws and regulations relating to its activities under this Agreement.

Representations and Warranties of Each Party. Each of ICN The Company, the Withdrawing Member, and Schering the Continuing Member each hereby represents, represents and warrants to and covenants to the each other Party hereto as followsthat: (a) It Neither the execution nor the delivery of this Agreement, the incurrence of the obligations herein set forth, the consummation of the transactions herein contemplated, nor the compliance with the terms of this Agreement will conflict with, or result in a breach of, any of the terms, conditions, or provisions of, or constitute a default under, any bond, note, or other evidence or indebtedness or any contract, indenture, mortgage, deed of trust, loan agreement, lease, or other agreement or instrument to which such Party is a corporation duly organized and validly existing under the laws of the state party or other jurisdiction of incorporation or formation;by which such Party may be bound. (b) The executionSuch Party has the right, delivery power, legal capacity, and authority to execute and enter into this Agreement and to execute all other documents and perform all other acts as may be necessary in connection with the performance of this Agreement. (c) No approval or consent not heretofore obtained by any person or entity is necessary in connection with the execution of this Agreement by such Party has been duly authorized by all requisite corporate action, subject only to receipt or the performance of requisite boards of directors' approvals; (c) It has the power and authority to execute and deliver such Party's obligations under this Agreement and to perform its obligations hereunder;Agreement. (d) The execution, delivery Such Party has received independent tax and performance by such Party legal advice from its attorneys with respect to the advisability of executing this Agreement and its compliance with the terms and provisions hereof does not and will not conflict with or result in a breach of any of the terms and provisions of or constitute a default under (i) a loan agreement, guaranty, financing agreement, agreement affecting a product or other agreement or instrument binding or affecting it or its property; (ii) the provisions of its charter documents or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound;Agreement. (e) Such Party has made such investigation of the facts pertaining to this Agreement, and all of the matters pertaining thereto, as he deems necessary. (f) Except for as expressly provided herein, no person has made any statement or representation to such Party regarding any fact relied upon by such Party in entering into this Agreement and each Party specifically does not rely upon any statement, representation, or promise of any other person in executing this Agreement. (g) Such Party will not take any action which would interfere with the governmental and regulatory approvals required to market the Product in the Territory, the execution, delivery and performance of this Agreement by such any other Party does not require or which would adversely affect any of the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority and the execution, delivery or performance of this Agreement will not violate any law, rule or regulation applicable to such Party; (f) This Agreement has been duly authorized, executed and delivered and constitutes such Party's legal, valid and binding obligation enforceable against it in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to the availability of particular remedies under general equity principles; and (g) It shall comply with all applicable material laws and regulations relating to its activities under this Agreementprovided for herein.

Representations and Warranties of Each Party. Each of ICN Assignor represents and Schering hereby represents, warrants and covenants to its respective Assignee with respect to the other Party hereto applicable Exchange Property that as follows: (a) of the Effective Date and the Closing Date: It is a corporation an entity duly organized and organized, validly existing and in good standing under the laws of the state or other jurisdiction of incorporation or its formation; (b) The execution; has full legal power, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate action, subject only to receipt of requisite boards of directors' approvals; (c) It has the power right and authority to execute carry on its business as such is now being conducted and deliver as contemplated to be conducted; has the legal power and right to enter into and perform this Agreement and to perform its obligations hereunder; (d) the transactions contemplated hereby. The execution, delivery and performance consummation of the transactions contemplated by such Party of this Agreement and its compliance with the terms and provisions hereof does not and will not violate, or be in conflict with or result in a breach of any of the terms and provisions of or constitute a default under with: (i) a loan agreement, guaranty, financing agreement, agreement affecting a product any provision of its formation documents or other agreement or instrument binding or affecting it or its propertygoverning documents; (ii) any material agreement or instrument to which Assignor is a party, or by which Assignor is bound, with respect to the provisions of its charter documents or bylawsExchange Property; or (iii) any judgment, order, writruling, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound; (e) Except for the governmental and regulatory approvals required to market the Product in the Territorydecree, the execution, delivery and performance of this Agreement by such Party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority and the execution, delivery or performance of this Agreement will not violate any law, rule or regulation applicable to such Party; (f) Assignor or the applicable Exchange Property. The execution, delivery, and performance of this Agreement and the transactions contemplated hereby are duly and validly authorized by all requisite action on the part of Assignor. This Agreement has been duly authorized, executed and delivered and constitutes such Party's the legal, valid and binding obligation of Assignor, enforceable against it in accordance with its terms subjectterms, except as to enforcement, to the same may be limited by bankruptcy, insolvency, reorganization and insolvency or other laws of general applicability relating to or affecting creditors' the rights of creditors generally and by general equitable principals. Assignor has not incurred any obligation with respect to any broker’s or finder’s fee or commission related to this transaction for which Assignee will be responsible. There are no bankruptcy, reorganization, or arrangement proceedings pending, being contemplated by or, to Assignor’s knowledge, threatened against Assignor. There is no suit, action, order, claim, investigation or inquiry of any kind pending or, to Assignor’s knowledge, threatened against Assignor or the Subject Lease(s) that will materially affect Assignor’s ability to consummate the transactions contemplated herein or materially affect Assignor’s title to or the value of the applicable Exchange Property, except as disclosed to and accepted by Assignee prior to Closing. Except as disclosed on Exhibit “E” attached hereto, no portion of the Exchange Property is subject to or dedicated to any Marketing Agreements. Unless otherwise agreed in writing by the Parties, each Assignor agrees to use good faith efforts to obtain release(s) of the Marketing Agreements as set forth in Section 3.2 above. All material agreements and contracts that burden or encumber the Subject Leases or would have a materially adverse impact on Assignee’s ability to conduct oil and gas operations on the Subject Leases have been disclosed or are otherwise already in possession of the Assignee. To Assignor’s knowledge, no material breach of a Subject Lease, or any agreement affecting a Subject Lease, has occurred and remains uncured. All payments under: (1) the Subject Leases being assigned by Assignor and (2) any surface use agreements, easements or rights-of-way, in each case including (as applicable) lease bonus, royalties, shut-in royalties, minimum royalty payments, surface damages, rentals, and delay rentals have been properly paid and timely paid and received by the appropriate parties. To Assignor’s knowledge, the Subject Leases and/or Exchange Property described herein are in full force and effect. There are no oral agreements binding on the Assignor’s Exchange Property. Assignor has paid all taxes, royalties, and any other similar payments related to the availability of particular remedies under general equity principles; and (g) It shall comply with all applicable material laws and regulations relating to its activities under this AgreementExchange Property.

Representations and Warranties of Each Party. Each of ICN the parties hereto hereby represents and Schering hereby representswarrants, warrants severally and covenants not jointly, to each of the other Party parties hereto as of the date hereof as follows: (ai) It Such party (other than in the case of a natural person) is a corporation duly organized and or formed, validly existing and in good standing under the laws of the state or other its jurisdiction of incorporation or formation;, is qualified to do business in each jurisdiction where such qualification is required (except for such qualifications the absence of which, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on the ability of such party to perform its obligations under this Agreement and, to the extent a party thereto, the Registration Rights Agreement, the Holdco Partnership Agreement, the Class B Stockholder Agreement, the Vulcan Stockholder Agreement, the <PAGE> Amended LLC Agreement and the Separation Agreement) and has the requisite power and authority to enter into this Agreement and, to the extent a party thereto, the Registration Rights Agreement, the Holdco Partnership Agreement, the Amended LLC Agreement and the Separation Agreement and to consummate the transactions contemplated hereby and thereby. (bii) To the extent such party is making a Preferred Contribution pursuant to Section 2.01(a), a Contribution pursuant to Section 2.02 or a Holdco Contribution pursuant to Section 2.04, such party will have good and valid title to the interests or shares, as applicable, to be contributed, free and clear of all liens, security interests, charges, options, claims, restrictions or encumbrances of any kind, except, (x) for the pledges being entered into in accordance with Section 2.01(b) and (y) in the case of the Class T/T Interests, for any of the foregoing in respect of accrued but unpaid dividends (collectively, "Liens"), and upon the applicable contribution, good and valid title to such interests or shares will pass to the Company or Holdco, as applicable, free and clear of any Liens, other than Liens arising from actions of the Company or Holdco, as applicable. (iii) The execution and delivery of each of this Agreement and, to the extent a party thereto, the Registration Rights Agreement, the Holdco Partnership Agreement, the Amended LLC Agreement and the Separation Agreement and the consummation of the transactions contemplated hereby and thereby have, other than in the case of a natural person, been duly authorized by all necessary action on the part of such party. Each of this Agreement and, to the extent a party thereto, the Registration Rights Agreement, the Holdco Partnership Agreement, the Class B Stockholder Agreement, the Vulcan Stockholder Agreement, the Amended LLC Agreement and the Separation Agreement has been duly executed and delivered by such party and constitutes a legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors' rights generally and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. The spousal consents being executed by the persons listed on Exhibit A hereto are enforceable against such persons in accordance with their terms. (iv) The execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate actionand, subject only to receipt of requisite boards of directors' approvals; (c) It has the power and authority to execute and deliver this extent a party thereto, the Registration Rights Agreement, the Holdco Partnership Agreement, the Class B Stockholder Agreement, the Vulcan Stockholder Agreement, the Amended LLC Agreement and to perform its obligations hereunder; (d) The execution, delivery and performance by such Party of this the Separation Agreement and its the consummation of the transactions contemplated hereby and thereby and compliance with the terms hereof and provisions hereof does not and will thereof shall not conflict with or result in a breach or violation of any of the terms and provisions of or constitute a default under (i) other than in the case of a loan agreementnatural person, guarantysuch party's articles or certificate of incorporation (or similar constitutive document) or by-laws or (ii) any material contract, financing agreement, agreement affecting a product or other agreement or instrument binding to which such party or affecting it or its property; (ii) the provisions any of its charter documents or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it subsidiaries is a party or by which any of its property is them are bound; (e) Except for the governmental and regulatory approvals required to market the Product in the Territory, the execution, delivery and performance of this Agreement by such Party does not require the consent, approval or authorization of, or noticelicense, declarationjudgment, filing or registration withorder, any governmental or regulatory authority and the executiondecree, delivery or performance of this Agreement will not violate any statute, law, rule or regulation regulation, domestic or <PAGE> foreign, applicable to such Party;party or any of its subsidiaries or their respective properties or assets. (fv) This Agreement has been duly authorizedIn the case of each Member, executed and delivered and constitutes such Party's legal, valid and binding obligation enforceable against it in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws party is an "accredited investor" within the meaning of general applicability relating to or affecting creditors' rights and to Rule 501(a) of Regulation D under the availability of particular remedies under general equity principles; and (g) It shall comply with all applicable material laws and regulations relating to its activities under this AgreementSecurities Act.

Representations and Warranties of Each Party. Each of ICN Party represents and Schering hereby represents, warrants and covenants to the other Party hereto as of the Execution Date as follows: (a) 10.1.1 It is a corporation or limited company duly organized and organized, validly existing existing, and, as applicable, in good standing under the laws of the state or other jurisdiction of incorporation or formation; (b) The executionits organization, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate action, subject only to receipt of requisite boards of directors' approvals; (c) It it has the full right, power and authority to execute and deliver enter into this Agreement and to perform its obligations hereunder;. 10.1.2 It has not been Debarred/Excluded and no proceeding that could result it in being Debarred/Excluded is pending, and neither it nor any of its Affiliates has used, in any capacity in the performance of obligations relating to the Licensed Product, any employee, subcontractor, consultant, agent, representative, or other Person who has been Debarred/Excluded. ​ ​ 10.1.3 All consents, approval, and authorizations from all Governmental Authorities (dother than (a) The executionas of the Execution Date, delivery those required under applicable Antitrust Laws and performance (b) the Regulatory Approvals and, if applicable, any Reimbursement Approvals contemplated to be obtained pursuant to this Agreement) or other Third Parties (including, with respect to uniQure, under all Existing In-Licenses) required to be obtained by such Party of in connection with this Agreement and its compliance with the terms and provisions hereof does not and will not conflict with or result in a breach of any to perform all of the terms and provisions of or constitute a default under (i) a loan agreement, guaranty, financing agreement, agreement affecting a product or other agreement or instrument binding or affecting it or its property; (ii) the provisions of its charter documents or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound;actions contemplated hereby have been obtained. (e) Except for the governmental and regulatory approvals required to market the Product in the Territory, the execution, delivery and performance of this Agreement by such Party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority and the execution, delivery or performance of this Agreement will not violate any law, rule or regulation applicable to such Party; (f) 10.1.4 This Agreement has been duly authorizedexecuted by it and is legally binding upon it, executed and delivered and constitutes such Party's legal, valid and binding obligation enforceable against it in accordance with its terms subjectterms, as to enforcementand does not conflict with any agreement, instrument or understanding, oral or written, to bankruptcywhich it is a party or by which it may be bound, insolvencynor (assuming all consents, reorganization approvals, and authorizations contemplated in clause (a) of Section 10.1.3 have been obtained) violate any material Applicable Law or regulation of any court, governmental body, or administrative or other laws agency having jurisdiction over it. 10.1.5 Such Party has sufficient financial wherewithal to (a) perform all of general applicability relating to or affecting creditors' rights and to the availability of particular remedies under general equity principles; and (g) It shall comply with all applicable material laws and regulations relating to its activities obligations set forth under this Agreement, and (b) meet all of its obligations that come due in the ordinary course of business.

Representations and Warranties of Each Party. Each of ICN Party hereby represents and Schering hereby represents, warrants and covenants to the other Party hereto as of the Effective Date as follows: (a) It Such Party (i) is a corporation duly organized formed and validly existing in good standing under the laws of the state or other jurisdiction of incorporation or its formation; , (bii) The execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate action, subject only to receipt of requisite boards of directors' approvals; (c) It has the power and authority and the legal right to execute and deliver enter into this Agreement and to perform its obligations hereunder; , and (diii) The execution, has taken all necessary action on its part required to authorize the execution and delivery and performance by such Party of this Agreement and the performance of its compliance obligations hereunder. This Agreement has been duly executed and delivered on behalf of such Party and constitutes a legal, valid and binding obligation of such Party and is enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency or other similar 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 is considered in a proceeding at law or equity. (b) All necessary consents, approvals and authorizations of all regulatory and governmental authorities and other Persons required to be obtained by such Party in connection with the terms execution and provisions hereof does delivery of this Agreement and the performance of its obligations hereunder have been obtained. (c) The execution and delivery of this Agreement and the performance of such Party’s obligations hereunder (i) do not and will not conflict with or result in a breach violate any requirement of applicable law or any provision of the terms articles of incorporation, bylaws, limited partnership agreement or other similar documents of such Party and provisions of (ii) do not and will not conflict with, violate, or breach, or constitute a default under (i) a loan agreementor require any consent under, guaranty, financing agreement, agreement affecting a product any contractual obligation or other agreement or instrument binding or affecting it or its property; (ii) the provisions of its charter documents or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or administrative order by which such Party is bound. (d) Neither such Party nor any of its property Affiliates has been debarred or is bound;subject to debarment pursuant to Section 306 of the FFDCA or listed on either Excluded List. (e) Except for the governmental and regulatory approvals required to market the Product in the Territory, the execution, delivery and performance of this Agreement by Neither such Party does not require nor any of its Affiliates will use in any capacity, in connection with the consentservices to be performed under this Agreement, approval or authorization ofany Person who has been debarred pursuant to Section 306 of the FFDCA, or noticewho is the subject of a conviction described in such section, declaration, filing or registration with, any governmental or regulatory authority and the execution, delivery or performance of this Agreement will not violate any law, rule or regulation applicable to such Party;listed on either Excluded List. (f) This Agreement has been duly authorizedEach Party will inform the other Party in writing immediately if it or any Person who is performing services hereunder is debarred or is the subject of a conviction described in Section 306 of the FFDCA or listed on either Excluded List, executed and delivered and constitutes or if any action, suit, claim, investigation or legal or administrative proceeding is pending or, to the best of such Party's legal’s knowledge, valid and binding obligation enforceable against it in accordance with its terms subjectis threatened, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to the debarment or affecting creditors' rights and to conviction under Section 306 of the availability FFDCA, or listing on either Excluded List, of particular remedies under general equity principles; and (g) It shall comply with all applicable material laws and regulations relating to its activities under this Agreementsuch Party or any Person performing services hereunder.

Representations and Warranties of Each Party. (a) Each of ICN Party hereby represents and Schering hereby represents, warrants and covenants to the other Party hereto as of the Effective Date as follows: (ai) It is a corporation duly organized and validly existing under the laws of the state or other jurisdiction of incorporation or formation; (b) The execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate action, subject only to receipt of requisite boards of directors' approvals; (cA) It has the power and authority and the legal right to execute and deliver enter into this Agreement and to perform its obligations hereunder; , and (dB) The execution, has taken all necessary action on its part required to authorize the execution and delivery and performance by such Party of this Agreement and its compliance with the terms and provisions hereof does not and will not conflict with or result in a breach of any of the terms and provisions of or constitute a default under (i) a loan agreement, guaranty, financing agreement, agreement affecting a product or other agreement or instrument binding or affecting it or its property; (ii) the provisions performance of its charter documents or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound; (e) Except for the governmental and regulatory approvals required to market the Product in the Territory, the execution, delivery and performance of this Agreement by such Party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority and the execution, delivery or performance of this Agreement will not violate any law, rule or regulation applicable to such Party; (f) obligations hereunder. This Agreement has been duly authorized, executed and delivered on behalf of such Party and constitutes such Party's a legal, valid and valid, binding obligation of such Party and is enforceable against it in accordance with its terms subject, as subject to enforcement, to the effects of bankruptcy, insolvency, reorganization and or other laws of general applicability relating to or application affecting creditors' the enforcement of creditor rights and to judicial principles affecting the availability of particular remedies under specific performance and general equity principles; andprinciples of equity, whether enforceability is considered a proceeding at law or equity. (gii) It shall comply such Party is not aware of any pending or threatened litigation (and has not received any communication) that alleges that such Party's activities related to this Agreement have violated, or that by conducting the activities as contemplated herein such Party would violate, any of the intellectual property rights of any other Person. (iii) all necessary consents, approvals and authorizations of all governmental authorities and other Persons required to be obtained by such Party in connection with all this Agreement have been obtained. (iv) the execution and delivery of this Agreement and the performance of such Party's obligations hereunder (A) do not conflict with or violate any requirement of applicable law or regulation or any provision of articles of incorporation, bylaws or ***Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. limited partnership agreement of such Party, as applicable, in any material laws way, and regulations relating to its activities under this Agreement(B) do not conflict with, violate, or breach or constitute a default or require any consent under, any contractual obligation or court or administrative order by which such Party is bound.

Representations and Warranties of Each Party. Each of ICN NeoGenesis and Schering hereby represents, warrants and covenants to the other Party party hereto as follows: (a) It it is a corporation or entity duly organized and validly existing under the laws of the state or other jurisdiction of its incorporation or formation; (b) The the execution, delivery and performance of this Agreement by such Party party has been duly authorized by all requisite corporate action, subject only to receipt of requisite boards of directors' approvals; (c) It it has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (d) The the execution, delivery and performance by such Party party of this Agreement and its compliance with the terms and provisions hereof does not and will not conflict with or result in a breach of any of the terms and provisions of or constitute a default under (i) a loan agreement, guaranty, financing agreement, agreement affecting a product or other agreement or instrument binding or affecting it or its property; (ii) the provisions of its charter or operative documents or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound; (e) Except except for the governmental and regulatory approvals required to market the Product in the TerritoryLicensed Product(s), the execution, delivery and performance of this Agreement by such Party party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority and the execution, delivery or performance of this Agreement will not violate any law, rule or regulation applicable to such Partyparty; (f) This this Agreement has been duly authorized, executed and delivered and constitutes such Partyparty's legal, valid and binding obligation enforceable against it in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to the availability of particular remedies under general equity principles; and (g) It it shall comply with all applicable material laws and regulations relating to its activities under this Agreement.

Representations and Warranties of Each Party. Each party, severally and not jointly, represents and warrants to each of ICN and Schering hereby represents, warrants and covenants to the other Party hereto parties as follows: (a) It If such party is a corporation or partnership, such party has all requisite corporate power and authority or partnership power and authority (as the case may be) to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by such party of, and the consummation of the transactions contemplated by, this Agreement have been duly organized and validly existing under authorized by all necessary corporate action or partnership action (as the laws case may be) on the part of the state or other jurisdiction of incorporation or formation;such party. (b) If such party is a natural person (whether acting individually or in a fiduciary capacity), such party has full legal capacity, right, power and authority to execute, deliver and perform his or her obligations under this Agreement and to consummate the transactions contemplated hereby. (c) This Agreement has been duly executed and delivered by such party. This Agreement constitutes a legal, valid and binding obligation of such party enforceable in accordance with its terms, except that (i) such enforceability may be subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights and (ii) such enforceability may be subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). (d) The execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate actionparty do not, subject only to receipt either with or without the giving of requisite boards notice or the passage of directors' approvals; time or both, (ci) It has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (d) The execution, delivery and performance by such Party of this Agreement and its assuming compliance with the terms and provisions hereof does not and will not requirements referred to in clause (ii) of this sentence, violate or conflict with any Requirement of Law or Judgment applicable to such party, (ii) except for (A) requirements, if any, arising out of any required pre-merger notification and related filings with the FTC and the Antitrust Division of the Department of Justice pursuant to the Xxxx-Xxxxx- Xxxxxx Antitrust Improvements Act of 1976, as amended, (B) requirements, if any, arising out of the rules and regulations adopted by the Federal Communications Commission, and (C) requirements, if any, arising out of the FTC Consent Decree, require the consent or authorization of or waiver by or filing with any Governmental Authority or (iii) conflict with, result in the breach of any provision of, result in the modification or termination of, require the consent or authorization of or waiver by or filing with any other parties to, or result in a breach the creation or imposition of any of the terms and provisions of Encumbrance pursuant to, or constitute a default under under, any material agreement, permit, indenture, note, lease, license or franchise or any other material instrument to which such party is a party or by which such party's properties or assets are bound or from which such party derives benefit. For purposes of this Section 7.3(d), the word "party" includes (i) a loan agreementin the case of Holdco, guarantyHoldco and its Affiliates, financing agreement, agreement affecting a product or other agreement or instrument binding or affecting it or its property; and (ii) in the provisions of its charter documents or bylaws; or (iii) any order, writ, injunction or decree case of any court Xxxxxx Stockholder, such Xxxxxx Stockholder and his or governmental authority entered against it or by which any of its property is bound; (e) Except for the governmental and regulatory approvals required to market the Product in the Territory, the execution, delivery and performance of this Agreement by such Party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority and the execution, delivery or performance of this Agreement will not violate any law, rule or regulation applicable to such Party; (f) This Agreement has been duly authorized, executed and delivered and constitutes such Party's legal, valid and binding obligation enforceable against it in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to the availability of particular remedies under general equity principles; and (g) It shall comply with all applicable material laws and regulations relating to its activities under this AgreementRelated Parties.

Representations and Warranties of Each Party. Each of ICN DexCom and Schering Xxxxxxx hereby represents, represents and warrants and covenants to the other Party hereto as follows: (a) It it is a corporation or an entity duly organized and validly existing under the laws of the state or other jurisdiction of its incorporation or formation; (b) The the execution, delivery and performance of this Agreement and the Supply Agreement by such Party has been duly authorized by all requisite corporate action, subject only to receipt of requisite boards of directors' approvalsaction and does not require any shareholder action or approval; (c) It it has the corporate (with respect to DexCom) and the limited liability company (with respect to Xxxxxxx) power and authority to execute and deliver this Agreement and the Supply Agreement and to perform its obligations hereunderhereunder and thereunder, and to grant the licenses granted by it to the other Party pursuant to this Agreement; (d) The the execution, delivery and performance by such Party of this Agreement and the Supply Agreement and its compliance with the respective terms and provisions hereof and thereof does not and will not conflict with or result in a breach of any of the terms and provisions of or constitute a default under (i) a loan agreement, guaranty, financing agreement, agreement affecting a product or other any agreement or instrument binding or affecting it or its propertythe subject matter of this Agreement; (ii) the provisions of its charter or operative documents or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound;, except where such conflict, breach or default would not materially impact (A) the Party’s ability to meet its obligations hereunder or (B) the rights granted to the other Party hereunder; and (e) Except for it has not granted to any Third Party any right or license which would conflict in any material respect with the governmental and regulatory approvals required to market the Product in the Territory, the execution, delivery and performance of this Agreement rights granted by such Party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority and the execution, delivery or performance of this Agreement will not violate any law, rule or regulation applicable to such Party; (f) This Agreement has been duly authorized, executed and delivered and constitutes such Party's legal, valid and binding obligation enforceable against it in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to the availability of particular remedies under general equity principles; and (g) It shall comply with all applicable material laws and regulations relating to its activities under this Agreementother Party hereunder.

Representations and Warranties of Each Party. Each As an inducement to enter into this Agreement and to carry out the agreements set forth herein, each party hereby represents and warrants, as of ICN the date hereof, to, and Schering hereby representsagrees with, warrants and covenants to the other Party hereto as followsparty: (a1) It Such warranting party (the “Warrantor”) is a corporation corporation, partnership or limited liability company duly organized organized, validly existing, and validly existing in good standing under the laws Laws of the state or other its respective jurisdiction of incorporation or formation;organization. (b2) The execution, delivery and performance of this Agreement by such Party Warrantor has been duly authorized by all requisite full corporate action, subject only to receipt of requisite boards of directors' approvals; (c) It has the power and authority to execute and deliver this Agreement Agreement, and all of the other agreements and instruments contemplated hereby, to consummate the transactions contemplated hereby and thereby, and to perform its obligations hereunder;comply with the terms, conditions, and provisions hereof and thereof. (d3) The execution, delivery delivery, and performance by such Party of this Agreement and the Memorabilia Lease by the Warrantor (or its Affiliates, as the case may be) have been duly authorized and approved by the board of directors or equivalent body of the Warrantor or any such Affiliate, as the case may be, and do not require any further authorization or consent of the Warrantor, any such Affiliate, or the stockholders thereof. Each of this Agreement and the Memorabilia Lease constitutes, or shall constitute, the legal, valid, and binding agreement of the Warrantor (or its applicable Affiliate, as the case may be), enforceable in accordance with its respective terms, except as such enforceability may be limited by: (1) applicable bankruptcy, insolvency, reorganization, moratorium, equitable principles, or similar Laws affecting legal or equitable rights generally; or, (2) the possibility that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the tribunal before which any proceeding therefor may be brought. (4) Neither the execution and delivery of this Agreement or any other agreement or instrument contemplated hereby, nor the consummation of any of the transactions contemplated hereby or thereby, nor compliance with or fulfillment of the terms terms, conditions, and provisions hereof does not and or thereof, in each case by Warrantor (or its applicable Affiliate, as the case may be) will not conflict with or with, result in a breach of the terms, conditions, or provisions of, or constitute a default, an event of default, or an event creating rights of acceleration, termination, or cancellation, or a loss of rights under, or, in the case of Licensor only, result in the creation or imposition of any encumbrance upon any of the terms Licensed Marks (except for the rights thereto granted to Licensee herein and provisions therein), under the organizational or governing documents of Warrantor (or constitute a default its applicable Affiliate, as the case may be), or under (i) a loan any note, instrument, agreement, guarantymortgage, financing agreementlease, agreement affecting a product license, franchise, permit, judgment, order, award, or other agreement or instrument binding or affecting it decree to which Warrantor (or its property; (iiapplicable Affiliate, as the case may be) the provisions of its charter documents is a party or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound; (e) Except for the governmental and regulatory approvals required to market the Product in the Territory, the execution, delivery and performance of this Agreement by such Party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority and the execution, delivery or performance of this Agreement will not violate any law, rule or regulation applicable to such Party; (f) This Agreement has been duly authorized, executed and delivered and constitutes such Party's legal, valid and binding obligation enforceable against it in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to the availability of particular remedies under general equity principles; and (g) It shall comply with all applicable material laws and regulations relating to its activities under this Agreement.

Representations and Warranties of Each Party. Each of ICN CIMA and Schering hereby represents, represents and warrants and covenants to the other Party party hereto as follows: (a) It it is a corporation or entity duly organized and validly existing under the laws of the state or other jurisdiction of its incorporation or formation; (b) The the execution, delivery and performance of this Agreement by such Party party has been duly authorized by all requisite corporate action, subject only to receipt of requisite boards of directors' approvals; (c) It it has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (d) The the execution, delivery and performance by such Party party of this Agreement and its compliance with the terms and provisions hereof does not and will not conflict with or result in a breach of any of the terms and provisions of or constitute a default under (i) a loan agreement, guaranty, financing agreement, agreement affecting a product or other agreement or instrument binding or affecting it or its property; (ii) the provisions of its charter or operative documents or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound; (e) Except except for the governmental and regulatory approvals Health Registrations required to market the Licensed Product in the Territory, the execution, delivery and performance of this Agreement by such Party party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority and the execution, delivery or performance of this Agreement will not violate any law, rule or regulation Law applicable to such Party;party; and (f) This this Agreement has been duly authorized, executed and delivered and constitutes such Partyparty's legal, valid and binding obligation enforceable against it in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to the availability of particular remedies under general equity principles; and (g) It shall comply with all applicable material laws and regulations relating to its activities under this Agreement.

Representations and Warranties of Each Party. Each of ICN Party hereby represents and Schering hereby represents, warrants and covenants to the other Party hereto Party, as followsof the Effective Date, that: (a) It such Party is a corporation duly organized organized, validly existing, and validly existing in good standing under the laws Applicable Law of the state or other jurisdiction of incorporation its formation and has full requisite power and authority, corporate or formationotherwise, to enter into this Agreement and to carry out the provisions hereof; (b) The execution, such Party has taken all necessary corporate action on its part to authorize the execution and delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate action, subject only to receipt and the performance of requisite boards of directors' approvals; (c) It has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (dc) The execution, delivery this Agreement has been duly executed and performance by delivered on behalf of such Party of this Agreement and constitutes a legal, valid, and binding obligation, enforceable against it in accordance with its compliance with terms, except to the terms and provisions hereof does not and will not conflict with or result in a breach of any extent that enforcement of the terms rights and provisions of or constitute a default under remedies created hereby is subject to: (i) a loan agreementbankruptcy, guarantyinsolvency, financing agreementreorganization, agreement moratorium, and other similar laws of general application affecting a product the rights and remedies of creditors; or other agreement or instrument binding or affecting it or its property; (ii) the provisions of its charter documents or bylaws; or (iii) any orderlaws governing specific performance, writinjunctive relief, injunction or decree of any court or governmental authority entered against it or by which any of its property is boundand other equitable remedies; (ed) Except for the governmental and regulatory approvals required to market the Product in the Territory, the execution, delivery delivery, and performance of this Agreement by such Party does not require the and will not breach, violate or conflict with such Party’s charter documents, bylaws or other organizational documents, any agreement 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 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 approval, license, exemption of or authorization of, or notice, declaration, 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 shall be necessary for, or in connection with, any governmental the transaction contemplated by this Agreement, or regulatory authority and for the executionperformance by it of its obligations under this Agreement, delivery except: as may be required to conduct Clinical Trials or performance of this Agreement will not violate any law, rule to seek or regulation obtain Regulatory Approvals or applicable to such PartyRegulatory Materials; (f) This Agreement it has been duly authorizedobtained all necessary authorizations, executed consents, and delivered and constitutes such Party's legalapprovals of any Third Party that is required to be obtained by it for, valid and binding obligation enforceable against or in connection with, the transactions contemplated by this Agreement, or for the performance by it in accordance with of its terms subjectobligations under this Agreement, except: (i) as may be required to enforcement, to bankruptcy, insolvency, reorganization and other laws seek or obtain Regulatory Approvals or applicable Regulatory Materials; (ii) as may be required for the assignment by Plexxikon of general applicability relating to or affecting creditors' rights and to the availability of particular remedies under general equity principlesAssigned Agreements; and (g) It shall comply it has not been debarred or is subject to debarment and it will not use in any capacity, in connection with all applicable material laws and regulations relating the services to its activities be performed under this Agreement, any Person who has been debarred pursuant to Section 306 of the FFDCA or who is the subject of a conviction described in such section. It will inform the other Party in writing promptly if it or any such Person who is performing services hereunder is debarred or is the subject of a conviction described in Section 306 or if any action, suit, claim, investigation or legal or administrative proceeding is pending, relating to the debarment or conviction of it or any such Person performing services hereunder.

Representations and Warranties of Each Party. Each of ICN Party hereby represents and Schering hereby represents, warrants and covenants to the other Party hereto as follows: (a) It Such Party (i) is a corporation duly organized formed and validly existing in good standing under the laws of the state or other jurisdiction of incorporation or its formation; , (bii) The execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate action, subject only to receipt of requisite boards of directors' approvals; (c) It has the power and authority and the legal right to execute and deliver enter into this Agreement and to perform its obligations hereunder; , and (diii) The execution, has taken all necessary action on its part required to authorize the execution and delivery and performance by such Party of this Agreement and the performance of its compliance obligations hereunder. This Agreement has been duly executed and delivered on behalf of such Party and constitutes a legal, valid, and binding obligation of such Party and is enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, or other similar 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 is considered a proceeding at law or equity. (b) From FDA Approval Date, all necessary consents, approvals, and authorizations of all Regulatory Authorities, other governmental authorities, and other Persons required to be obtained by such Party in connection with the terms execution and provisions hereof does delivery of this Agreement and the performance of its obligations hereunder have been obtained. (c) The execution and delivery of this Agreement and the performance of such Party’s obligations hereunder (i) do not and will not conflict with or result in a breach violate any requirement of Applicable Law or any provision of the terms articles of incorporation, bylaws limited partnership agreement, or other constituent document of such Party and provisions of (ii) do not and will not conflict with, violate, or breach, or constitute a default under (i) a loan agreementor require any consent under, guaranty, financing agreement, agreement affecting a product any contractual obligation or other agreement or instrument binding or affecting it or its property; (ii) the provisions of its charter documents or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or administrative order by which any of its property such Party is bound; (e) Except for the governmental and regulatory approvals required to market the Product in the Territory, the execution, delivery and performance of this Agreement by such Party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority and the execution, delivery or performance of this Agreement will not violate any law, rule or regulation applicable to such Party; (f) This Agreement has been duly authorized, executed and delivered and constitutes such Party's legal, valid and binding obligation enforceable against it in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to the availability of particular remedies under general equity principles; and (g) It shall comply with all applicable material laws and regulations relating to its activities under this Agreement.

Representations and Warranties of Each Party. Each of ICN Zonagen and Schering -------------------------------------------- SP Ltd. hereby represents, warrants and covenants to the other Party hereto as follows: (a) It it is a corporation or entity duly organized and validly existing under the laws of the state or other jurisdiction of incorporation or formation; (b) The the execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate action, subject only to receipt of requisite boards of directors' approvals;, (c) It it has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (d) The the execution, delivery and performance by such Party of this Agreement agreement and its compliance with the terms and provisions hereof does not and will not conflict with or result in a breach of any of the terms and provisions of or constitute a default under (i) a loan agreement, guaranty, financing agreement, agreement affecting a product or other agreement or instrument binding or affecting it or its property; (ii) the provisions of its charter or operative documents or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound; (e) Except except for the governmental and regulatory approvals Regulatory Approvals required to market the Licensed Product in the TerritoryTerritory and any approvals required under the HSR Act, the execution, delivery and performance of this Agreement by such Party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority and the execution, delivery or performance of this Agreement will not violate any law, rule or regulation applicable to such Party; (f) This this Agreement has been duly authorized, executed and delivered and constitutes such Party's legal, valid and binding obligation enforceable against it in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to the availability of particular remedies under affectingcreditors'rightsandtotheavailabilityofparticularremediesunder general equity principles; and (g) It it shall comply with all applicable material laws and regulations relating to its activities under this Agreement.

Representations and Warranties of Each Party. Each of ICN NeoGenesis and Schering hereby represents, warrants and covenants to the other Party party hereto as follows: (a) It it is a corporation or entity duly organized and validly existing under the laws of the state or other jurisdiction of its incorporation or formation; (b) The the execution, delivery and performance of this Agreement by such Party party has been duly authorized by all requisite corporate action, subject only to receipt of requisite boards of directors' approvals;; * = CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. (c) It it has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (d) The the execution, delivery and performance by such Party party of this Agreement and its compliance with the terms and provisions hereof does not and will not conflict with or result in a breach of any of the terms and provisions of or constitute a default under (i) a loan agreement, guaranty, financing agreement, agreement affecting a product or other agreement or instrument binding or affecting it or its property; (ii) the provisions of its charter or operative documents or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound; (e) Except except for the governmental and regulatory approvals required to market the Product in the TerritoryLicensed Product(s), the execution, delivery and performance of this Agreement by such Party party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority and the execution, delivery or performance of this Agreement will not violate any law, rule or regulation applicable to such Partyparty; (f) This this Agreement has been duly authorized, executed and delivered and constitutes such Partyparty's legal, valid and binding obligation enforceable against it in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to the availability of particular remedies under general equity principles; and (g) It it shall comply with all applicable material laws and regulations relating to its activities under this Agreement.

Representations and Warranties of Each Party. Each of ICN and Schering party hereby represents, warrants and covenants to the other Party hereto party as follows: (a) It Such party (i) is a corporation duly organized incorporated and validly existing in good standing under the laws of the state or other jurisdiction of incorporation or formation; its incorporation, (bii) The executionhas full power and authority to own its property and assets and to carry on its business as it is now being conducted and as it is contemplated to be conducted by this Agreement, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate action, subject only to receipt of requisite boards of directors' approvals; (ciii) It has the power and authority and the legal right to execute and deliver enter into this Agreement and to perform its obligations hereunder; , and (div) The execution, has taken all necessary action on its part required to authorize the execution and delivery and performance by such Party of this Agreement and its compliance with the terms and provisions hereof does not and will not conflict with or result in a breach of any of the terms and provisions of or constitute a default under (i) a loan agreement, guaranty, financing agreement, agreement affecting a product or other agreement or instrument binding or affecting it or its property; (ii) the provisions performance of its charter documents or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound; (e) Except for the governmental and regulatory approvals required to market the Product in the Territory, the execution, delivery and performance of this Agreement by such Party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority and the execution, delivery or performance of this Agreement will not violate any law, rule or regulation applicable to such Party; (f) obligations hereunder. This Agreement has been duly authorized, executed and delivered on behalf of such party and constitutes such Party's a legal, valid and binding obligation of such party and is enforceable against it in accordance with its terms subject, as subject to enforcement, to the effects of bankruptcy, insolvency, reorganization and insolvency or other laws of general applicability relating to or application affecting creditors' the enforcement of creditor rights and to judicial principles affecting the availability of particular remedies under specific performance and general equity principles; andprinciples of equity, whether enforceability is considered a proceeding at law or equity. (gb) It shall comply Such party is not aware of any pending or threatened litigation (and has not received any communication) that alleges that such party's activities related to this Agreement have violated, or that by conducting the activities contemplated herein such party would violate, any of the intellectual property rights of any other Person. (c) All necessary consents, approvals and authorizations of all regulatory and governmental authorities and other Persons required to be obtained by such party in connection with all the execution and delivery of this Agreement and the performance of its obligations hereunder have been obtained. (d) The execution and delivery of this Agreement and the performance of such party's obligations hereunder (i) do not and will not conflict with or violate any requirement of applicable law or regulation or any provision of the articles of incorporation or bylaws of such party and (ii) do not and will not conflict with, violate, or breach, or constitute a default or require any consent under, any contractual obligation or court or administrative order by which such party is bound. **Material has been omitted pursuant to a request for confidential treatment and such material laws and regulations relating to its activities under this Agreement.has been filed separately with the SEC

Representations and Warranties of Each Party. Each of ICN Party hereby represents and Schering hereby represents, warrants and covenants to the other Party hereto Party, as followsof the Effective Date, that: (a) It such Party is a corporation duly organized organized, validly existing, and validly existing in good standing under the laws Applicable Law of the state or other jurisdiction of incorporation its formation and has full requisite power and authority, corporate or formationotherwise, to enter into this Agreement and to carry out the provisions hereof; (b) The execution, such Party has taken all necessary corporate action on its part to authorize the execution and delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate action, subject only to receipt and the performance of requisite boards of directors' approvals; (c) It has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (dc) The execution, delivery this Agreement has been duly executed and performance by delivered on behalf of such Party of this Agreement and constitutes a legal, valid, and binding obligation, enforceable against it in accordance with its compliance with terms, except to the terms and provisions hereof does not and will not conflict with or result in a breach of any extent that enforcement of the terms rights and provisions of or constitute a default under remedies created hereby is subject to (i) a loan agreementbankruptcy, guarantyinsolvency, financing agreementreorganization, agreement moratorium, and other similar laws of general application affecting a product the rights and remedies of creditors, or other agreement or instrument binding or affecting it or its property; (ii) the provisions of its charter documents or bylaws; or (iii) any orderlaws governing specific performance, writinjunctive relief, injunction or decree of any court or governmental authority entered against it or by which any of its property is boundand other equitable remedies; (ed) Except for the governmental and regulatory approvals required to market the Product in the Territory, the execution, delivery delivery, and performance of this Agreement by such Party does not require the and will not breach, violate or conflict with such Party’s charter documents, bylaws or other organizational documents, any agreement 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 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 approval, license, exemption of or authorization of, or notice, declaration, 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 shall be necessary for, or in connection with, any governmental the transaction contemplated by this Agreement, or regulatory authority and for the executionperformance by it of its obligations under this Agreement, delivery except: as may be required to conduct Clinical Trials or performance of this Agreement will not violate any law, rule to seek or regulation obtain Regulatory Approvals or applicable to such PartyRegulatory Materials; (f) This Agreement it has been duly authorizedobtained all necessary authorizations, executed consents, and delivered and constitutes such Party's legalapprovals of any Third Party that is required to be obtained by it for, valid and binding obligation enforceable against or in connection with, the transactions contemplated by this Agreement, or for the performance by it in accordance with of its terms subjectobligations under this Agreement, except as may be required to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to seek or affecting creditors' rights and to the availability of particular remedies under general equity principlesobtain Regulatory Approvals or applicable Regulatory Materials; and (g) It shall comply it has not been debarred or is subject to debarment and it will not use in any capacity, in connection with all applicable material laws and regulations relating the services to its activities be performed under this Agreement, any Person who has been debarred pursuant to Section 306 of the FD&C Act or who is the subject of a conviction described in such section. It will inform the other Party in writing promptly if it or any such Person who is performing services hereunder is debarred or is the subject of a conviction described in Section 306 or if any action, suit, claim, investigation or legal or administrative proceeding is pending, relating to the debarment or conviction of it or any such Person performing services hereunder.

Representations and Warranties of Each Party. Each As of ICN each of the Effective Date and Schering the Amendment Date, each of AstraZeneca and Ironwood hereby represents, represents and warrants and covenants to the other Party hereto as follows: (a) It it is a corporation or entity duly organized and validly existing under the laws of the state or other jurisdiction of its incorporation or formation; (b) The the execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate action, subject only to receipt of requisite boards of directors' approvalsaction and does not require any shareholder action or approval; (c) It it has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (d) The the execution, delivery and performance by such Party of this Agreement and its compliance with the terms and provisions hereof does do not and will not conflict with or result in a breach of any of the terms and provisions of or constitute a default under (i) a loan agreement, guaranty, financing agreement, any agreement affecting a product or other agreement or instrument binding or affecting to which it or its property; Affiliates is a party, (ii) the provisions of its charter or operative documents or bylaws; bylaws or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound; (e) Except for it has the governmental full right, power and regulatory approvals required authority to market grant all of the Product right, title and interest in the Territory, licenses granted to the execution, delivery and performance of other Party under this Agreement by such Party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority and the execution, delivery or performance of this Agreement will not violate any law, rule or regulation applicable to such Party;Agreement; and (f) This Agreement has been duly authorizedit and its Affiliates have not violated in any manner that is reasonably likely to affect the rights of the other Party hereunder or adversely affect the Development, executed or Commercialization of any Product hereunder, any laws, rules, regulations, or any order of any applicable supranational, national, federal, state, provincial, and delivered and constitutes such Party's legallocal governmental entities, valid and binding obligation enforceable against it in accordance with its terms subjecteach case, concerning the confidentiality or protection of patient identifiable information or patients’ protected health information, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to the availability of particular remedies under general equity principles; and (g) It shall comply with all defined by any applicable material laws and regulations relating to its activities under this Agreementlegislation.

Representations and Warranties of Each Party. Each of ICN party represents and Schering hereby represents, warrants and covenants to the other Party hereto as followsparty that: (a) It is a corporation duly organized it has full power and validly existing authority to execute, deliver, and perform under this Agreement, and has taken all action required by Applicable Law and its organizational documents to authorize the laws execution and delivery of this Agreement and the consummation of the state or other jurisdiction of incorporation or formationtransactions contemplated by this Agreement; (b) The execution, delivery and performance of this Agreement by such Party has been duly authorized authorized, executed and delivered by all requisite corporate actionsuch party and constitutes a legal, subject only to receipt valid and binding obligation of requisite boards such party enforceable against such party in accordance with its terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent transfer, or other similar laws affecting the rights and remedies of directors' approvalscreditors generally and by general principles of equity; (c) It has all consents, approvals and authorizations from all governmental authorities or other Third Parties required to be obtained by such party in connection with the power execution and authority to execute and deliver delivery of this Agreement and to perform its obligations hereunderhave been obtained; (d) The execution, the execution and delivery and performance by such Party of this Agreement and all other instruments and documents required to be executed pursuant to this Agreement do not, and the consummation of the transactions contemplated hereby and the party’s due performance of its compliance with the terms and provisions hereof does not and will not obligations hereunder would not, (i) conflict with or result in a breach of any provision of the terms and provisions of or constitute a default under (i) a loan agreementits organizational documents, guaranty, financing agreement, agreement affecting a product or other agreement or instrument binding or affecting it or its property; (ii) result in a breach of any agreement to which it is a party that would impair the provisions performance of its charter documents or bylaws; obligations hereunder, or (iii) violate any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound;Applicable Law; and (e) Except no Person has or will have, because of the transactions contemplated by this Agreement, any right, interest, or valid claim against or upon the other party hereto (or ULRF) for the governmental and regulatory approvals required to market the Product in the Territoryany commission, the execution, delivery and performance fee or other compensation as a finder or broker because of this Agreement any act by such Party does not require the consent, approval party or authorization of, its Affiliates or notice, declaration, filing or registration with, any governmental or regulatory authority and the execution, delivery or performance of this Agreement will not violate any law, rule or regulation applicable to such Party; (f) This Agreement has been duly authorized, executed and delivered and constitutes such Party's legal, valid and binding obligation enforceable against it in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to the availability of particular remedies under general equity principles; and (g) It shall comply with all applicable material laws and regulations relating to its activities under this Agreementagents.

Representations and Warranties of Each Party. Each of ICN Party hereby represents and Schering hereby represents, warrants and covenants to the other Party hereto as of the Effective Date, and covenants with the other Party, as follows: (a) It Such Party (i) is a corporation duly organized formed and validly existing in good standing under the laws of the state jurisdiction of its formation, (ii) has the power and authority and the legal right to enter into this Agreement and perform its obligations hereunder, and (iii) has taken all necessary action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder. This Agreement has been duly executed and delivered on behalf of such Party and constitutes a legal, valid and binding obligation of such Party and is enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency or other jurisdiction similar laws of incorporation general application affecting the enforcement of creditor rights and judicial principles affecting the availability of specific performance and general principles of equity, whether enforceability is considered in a proceeding at law or formationequity; (b) The executionAll necessary consents, approvals and authorizations of all Regulatory Authorities and other Persons required to be obtained by such Party in connection with the execution and delivery and performance of this Agreement by such Party has and the performance of its obligations hereunder have been duly authorized by all requisite corporate action, subject only to receipt of requisite boards of directors' approvals;obtained; and (c) It has the power The execution and authority to execute and deliver this Agreement and to perform its obligations hereunder; (d) The execution, delivery and performance by such Party of this Agreement and its compliance with the terms and provisions hereof does performance of such Party’s obligations hereunder (i) do not and will not conflict with or result in a breach violate any requirement of Applicable Law or any provision of the terms articles of incorporation, bylaws, limited partnership agreement or other similar documents of such Party and provisions of (ii) do not and will not conflict with, violate, or breach, or constitute a default under (i) a loan agreementor require any consent under, guaranty, financing agreement, agreement affecting a product any contractual obligation or other agreement or instrument binding or affecting it or its property; (ii) the provisions of its charter documents or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or administrative order by which any of its property such Party is bound; (e) Except for the governmental and regulatory approvals required to market the Product in the Territory, the execution, delivery and performance of this Agreement by such Party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority and the execution, delivery or performance of this Agreement will not violate any law, rule or regulation applicable to such Party; (f) This Agreement has been duly authorized, executed and delivered and constitutes such Party's legal, valid and binding obligation enforceable against it in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to the availability of particular remedies under general equity principles; and (g) It shall comply with all applicable material laws and regulations relating to its activities under this Agreement.

Representations and Warranties of Each Party. Each of ICN and Schering hereby representsOn each Representation Date, warrants and covenants each party represents to the other Party hereto as followsparty that: (a) It it (i) is a corporation duly organized or formed and validly existing under the laws of the state or other jurisdiction of incorporation its organization or formationformation and, if relevant under such laws, in good standing, (ii) is qualified to do business in each jurisdiction in which the nature of its business so requires, except where the failure to be so qualified could not reasonably be expected to result in a Material Adverse Effect, and (iii) has not filed any certificates of dissolution or liquidation, or any certificates of domestication, transfer or continuance in any jurisdiction; (b) The it has the power to execute and deliver each Transaction Document to which it is a party and to perform its obligations under each Transaction Document to which it is a party; and it has taken all necessary action to authorize such execution, delivery and performance; (c) such execution, delivery and performance do not violate or conflict with any law applicable to it, any provision of this Agreement by such Party has been duly authorized by all requisite corporate actionits constitutional documents, subject only any order or judgment of any court or other Governmental Authority applicable to receipt it or any of requisite boards its assets or any contractual restriction binding on or affecting it or any of directors' approvals; (c) It has the power and authority to execute and deliver this Agreement and to perform its obligations hereunderassets; (d) The executionall consents, delivery approvals, actions, authorizations, exceptions, notices, filings and performance registrations that are required to have been obtained by such Party of this Agreement it with respect to the Transaction Documents to which it is a party have been obtained and its compliance with the terms are in full force and provisions hereof does not effect, and will not conflict with or result in a breach all conditions of any of the terms such consents, approvals, actions, authorizations, exceptions, notices, filings and provisions of or constitute a default under (i) a loan agreement, guaranty, financing agreement, agreement affecting a product or other agreement or instrument binding or affecting it or its property; (ii) the provisions of its charter documents or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is boundregistrations have been complied with; (e) Except for the governmental and regulatory approvals required Transaction Documents to market the Product in the Territory, the execution, delivery and performance of this Agreement by such Party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority and the execution, delivery or performance of this Agreement will not violate any law, rule or regulation applicable to such Party; (f) This Agreement has been duly authorized, executed and delivered and constitutes such Party's which it is a party constitute its legal, valid and binding obligation obligations of such party, enforceable against it in accordance with its their respective terms subject, as (subject to enforcement, to applicable bankruptcy, insolvency, reorganization and other or similar laws of general applicability relating to or affecting creditors' rights and to the availability of particular remedies under general equity equitable principles); and (gi) It it is acting for its own account and has made its own independent decision based on advice from its advisers in entering into the Transaction Documents to which it is a party; (ii) no communication received from any other party shall comply with all applicable material laws be deemed an assurance as to the expected results of the transactions contemplated hereby; (iii) explanations related to the terms and regulations relating to conditions of the Transaction Documents and the transactions contemplated hereby shall not be considered legal advice or a recommendation; and (iv) it has assessed (on its activities under this own behalf or through independent professional legal advice), understands and accepts the terms, conditions and risks of the Transaction Documents. TRACON - Investment Agreement.

Representations and Warranties of Each Party. Each of ICN Merck and Schering Licensee hereby represents, warrants and covenants to the other Party hereto as follows: (a) It it is a corporation duly organized and validly existing under the laws of the state or other jurisdiction of incorporation or formationits incorporation; (b) The the execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate action, subject only to receipt of requisite boards of directors' approvals; (c) It it has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (d) The the execution, delivery and performance by such Party of this Agreement and its compliance with the terms and provisions hereof herein does not and will not conflict with or result in a breach of any of the terms and provisions of or constitute a default under (i) a loan agreement, guaranty, financing agreement, agreement affecting a product or other agreement or instrument binding or affecting it or its property; (ii) the provisions of its corporate charter or other operative documents or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound; (e) Except except for the governmental and regulatory approvals Marketing Authorizations required to market the Licensed Product in the Territory, the execution, delivery and performance of this Agreement by such Party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority Regulatory Authority and the execution, delivery or performance of this Agreement will not violate any law, rule or regulation applicable to such Party; (f) This this Agreement has been duly authorized, executed and delivered and constitutes such Party's ’s legal, valid and binding obligation enforceable against it in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' ’ rights and to the availability of particular remedies under general equity principles; and (g) It it shall comply with all applicable material laws and regulations relating to its activities under this Agreementagreement.

Representations and Warranties of Each Party. Each of ICN ATI and Schering BioChem hereby represents, warrants and covenants to the other Party hereto as follows: (a) It it is a corporation duly organized and validly existing under the laws of the state or other jurisdiction of incorporation or formation; (b) The the execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate action, subject only to receipt of requisite boards of directors' approvals; (c) It it has the right, power and authority to execute and deliver this Agreement and to perform its obligations hereunder, including, without limitation, the right, power and authority to grant the rights granted hereunder and the licenses granted under Article II of the License Agreement; (d) The the execution, delivery and performance by such Party of this Agreement and its compliance with the terms and provisions hereof does not and will not conflict with or result in a breach of any of the terms and provisions of or constitute a default under (i) a loan agreement, guaranty, financing agreement, agreement affecting a product or other agreement or instrument binding or affecting it or its property; (ii) the provisions of its charter documents or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound; (e) Except except for the governmental and regulatory approvals required to market the Commercialized Product in the Territory, the execution, delivery and performance of this Agreement by such Party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority and the execution, delivery or performance of this Agreement will not violate any law, rule or regulation applicable to such Party; (f) This this Agreement has been duly authorized, executed and delivered and constitutes such Party's legal, valid and binding obligation enforceable against it in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to the availability of particular remedies under general equity principles; andterms; (g) It it shall comply with all applicable material laws and regulations relating to its activities under this Agreement; (h) neither Party has in effect and after the Effective Date neither Party shall enter into any oral or written agreement or arrangement that would be inconsistent with its obligations under this Agreement; (i) in respect of ATI only, to the best of ATI's knowledge after due inquiry, on the Effective Date, there is no outstanding claim or allegation that the ATI Screens, ATI Patent Rights and/or ATI Technology infringe upon any rights of a third Person nor any threatened claim or allegation that the ATI Screens, ATI Patent Rights and/or ATI Technology infringe upon the rights of a third Person; and Schedule 1.4 hereto is a true and complete list of all patents and patent applications existing on the date of execution hereof with respect to the ATI Screens, ATI Patent Rights and/or ATI Technology; (j) in respect of BioChem only, to the best of BioChem's knowledge after due inquiry, on the Effective Date, there is no outstanding claim or allegation that the BioChem Technology infringes upon any rights of a third Person nor any threatened claim or allegation that the BioChem Technology infringes upon the rights of a third Person; (k) in respect of ATI only, without limiting the generality of Subsections 6.1(c) or (d), on the Effective Date, except as otherwise specifically provided for herein, (i) ATI holds valid rights to the ATI Screens, ATI Patent Rights and ATI Technology and has the full right, power and authority to grant the rights granted to BioChem hereunder, free and clear of any mortgage, lien, encumbrance or other third Person interest of any kind (subject to Section 9.1 hereof and to Section 10.1 of the License Agreement) and (ii) neither the ATI Screens, ATI Patent Rights nor ATI Technology is subject to any restrictions, covenants, licenses, judicial or administrative orders of any kind which detract in any material respect from the value of either or which would interfere with the use thereof by BioChem as contemplated in this Agreement. With respect to the ownership and licensing of any intellectual property rights arising out of (i) the Research Agreement between Thomxx Xxxxxxxxx Xxxversity ("TJU") and ATI dated December 14, 1994; (ii) the Option Agreement between TJU and ATI dated May 1, 1997; and (iii) the Option Agreement between St. Louis Medical Center ("SLMC") and ATI dated March 1, 1994, ATI has disclosed to BioChem that ATI does not have the exclusive rights to such inventions or intellectual property rights and that ATI has an exclusive option to negotiate a royalty-bearing, exclusive license of each Invention under those Agreements. [*]. (l) in respect of BioChem only, without limiting the generality of Subsection 6.1(c) or (d), on the Effective Date, BioChem holds valid rights to the BioChem Technology and has the full right, power and authority to grant the rights granted to ATI hereunder, free and clear of any mortgage, lien, encumbrance or other third Person interest of any kind, and except as specifically provided for herein, the BioChem Technology is not subject to any restrictions, covenants, licenses, judicial or administrative orders of any kind which detract in any material respect from the value thereof or which would interfere with the use thereof by ATI as contemplated in this Agreement.

Representations and Warranties of Each Party. Each party, severally and not jointly, represents and warrants to each of ICN and Schering hereby represents, warrants and covenants to the other Party hereto parties as follows: (a) It If such party is a corporation or partnership, such party has all requisite corporate power and authority or partnership power and authority (as the case may be) to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by such party of, and the consummation of the transactions contemplated by, this Agreement have been duly organized and validly existing under authorized by all necessary corporate action or partnership action (as the laws case may be) on the part of the state or other jurisdiction of incorporation or formation;such party. (b) If such party is a natural person (whether acting individually or in a fiduciary capacity), such party has full legal capacity, right, power and authority to execute, deliver and perform his or her obligations under this Agreement and to consummate the transactions contemplated hereby. (c) This Agreement has been duly executed and delivered by such party. This Agreement constitutes a legal, valid and binding obligation of such party enforceable in accordance with its terms, except that (i) such enforceability may be subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights and (ii) such enforceability may be subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). (d) The execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate actionparty do not, subject only to receipt either with or without the giving of requisite boards notice or the passage of directors' approvals; time or both, (ci) It has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (d) The execution, delivery and performance by such Party of this Agreement and its assuming compliance with the terms and provisions hereof does not and will not requirements referred to in clause (ii) of this sentence, violate or conflict with any Requirement of Law or Judgment applicable to such party, (ii) except for (A) requirements, if any, arising out of any required pre-merger notification and related filings with the FTC and the Antitrust Division of the Department of Justice pursuant to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, (B) requirements, if any, arising out of the rules and regulations adopted by the Federal Communications Commission, and (C) requirements, if any, arising out of the FTC Consent Decree, require the consent or authorization of or waiver by or filing with any Governmental Authority or (iii) conflict with, result in the breach of any provision of, result in the modification or termination of, require the consent or authorization of or waiver by or filing with any other parties to, or result in a breach the creation or imposition of any of the terms and provisions of Encumbrance pursuant to, or constitute a default under under, any material agreement, permit, indenture, note, lease, license or franchise or any other material instrument to which such party is a party or by which such party's properties or assets are bound or from which such party derives benefit. For purposes of this Section 7.3(d), the word "party" includes (i) a loan agreementin the case of Holdco, guarantyHoldco and its Affiliates, financing agreement, agreement affecting a product or other agreement or instrument binding or affecting it or its property; and (ii) in the provisions of its charter documents or bylaws; or (iii) any order, writ, injunction or decree case of any court Xxxxxx Stockholder, such Xxxxxx Stockholder and his or governmental authority entered against it or by which any of its property is bound; (e) Except for the governmental and regulatory approvals required to market the Product in the Territory, the execution, delivery and performance of this Agreement by such Party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority and the execution, delivery or performance of this Agreement will not violate any law, rule or regulation applicable to such Party; (f) This Agreement has been duly authorized, executed and delivered and constitutes such Party's legal, valid and binding obligation enforceable against it in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to the availability of particular remedies under general equity principles; and (g) It shall comply with all applicable material laws and regulations relating to its activities under this AgreementRelated Parties.

Representations and Warranties of Each Party. Each As an inducement to enter into this Agreement, and to carry out their respective agreements set forth herein and therein, each party hereby represents and warrants, as of ICN the date hereof, to, and Schering hereby representsagrees with, warrants and covenants the other party, as follows, in each case subject to the other Party hereto as followsspecific limitations contained herein: A. Such warranting party (athe "Warrantor") It is a corporation duly organized organized, validly existing, and validly existing in good standing under the laws Laws of the state or other its respective jurisdiction of incorporation or formation;organization. (b) B. The execution, delivery and performance of this Agreement by such Party Warrantor has been duly authorized by all requisite full corporate action, subject only to receipt of requisite boards of directors' approvals; (c) It has the power and authority to execute and deliver this Agreement Agreement, and all of the other agreements and instruments contemplated hereby, to consummate the transactions contemplated hereby and thereby, and to perform its obligations hereunder;comply with the terms, conditions, and provisions hereof and thereof. (d) C. The execution, delivery delivery, and performance of this Agreement, by the Warrantor have been duly authorized and approved by the board of directors or equivalent body of Warrantor and do not require any further authorization or consent of Warrantor or the stockholders thereof. This Agreement constitutes the legal, valid, and binding agreement of the Warrantor, enforceable in accordance with its respective terms, except as such Party enforceability may be limited by: (i) applicable bankruptcy, insolvency, reorganization, moratorium, equitable principles, or similar Laws affecting legal or equitable rights generally; or, (ii) the possibility that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the tribunal before which any proceeding therefor may be brought. Neither the execution and delivery of this Agreement and its or any other agreement or instrument contemplated hereby, or the consummation of any of the transactions contemplated hereby or thereby, or compliance with or fulfillment of the terms terms, conditions, and provisions hereof does not and or thereof, in each case by Warrantor will not conflict with or with, result in a breach of the terms, conditions, or provisions of, or constitute a default, an event of default, or an event creating rights of acceleration, termination, or cancellation, or a loss of rights under, or, in the case of Licensor only, result in the creation or imposition of any encumbrance upon any of the terms and provisions of or constitute a default under Licensed Rights (i) a loan agreement, guaranty, financing agreement, agreement affecting a product or other agreement or instrument binding or affecting it or its property; (ii) the provisions of its charter documents or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound; (e) Except except for the governmental rights thereto granted to Licensee herein and regulatory approvals required to market the Product in the Territory, the execution, delivery and performance of this Agreement by such Party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority and the execution, delivery or performance of this Agreement will not violate any law, rule or regulation applicable to such Party; (f) This Agreement has been duly authorized, executed and delivered and constitutes such Party's legal, valid and binding obligation enforceable against it in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to the availability of particular remedies under general equity principles; and (g) It shall comply with all applicable material laws and regulations relating to its activities under this Agreementtherein).

Representations and Warranties of Each Party. Each of ICN Party hereby represents and Schering hereby represents, warrants and covenants to the other Party hereto as of the Effective Date, and covenants with the other Party, as follows:: ​ (a) It Such Party (i) is a corporation duly organized formed and validly existing in good standing under the laws of the state or other jurisdiction of incorporation or its formation; , (bii) The execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate action, subject only to receipt of requisite boards of directors' approvals; (c) It has the power and authority and the legal right to execute and deliver enter into this Agreement and to perform its obligations hereunder; , and (diii) The execution, has taken all necessary action on its part required to authorize the execution and delivery and performance by such Party of this Agreement and the performance of its compliance obligations hereunder. This Agreement has been duly executed and delivered on behalf of such Party and constitutes a legal, valid and binding obligation of such Party and is enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency or other similar 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 is considered in a proceeding at law or equity; ​ (b) All necessary consents, approvals and authorizations of all Regulatory Authorities and other Persons required to be obtained by such Party in connection with the terms execution and provisions hereof does delivery of this Agreement and the performance of its obligations hereunder have been obtained; and ​ (c) The execution and delivery of this Agreement and the performance of such Party’s obligations hereunder (i) do not and will not conflict with or result in a breach violate any requirement of Applicable Law or any provision of the terms articles of incorporation, bylaws, limited partnership agreement or other similar documents of such Party and provisions of (ii) do not and will not conflict with, violate, or breach, or constitute a default under (i) a loan agreementor require any consent under, guaranty, financing agreement, agreement affecting a product any contractual obligation or other agreement or instrument binding or affecting it or its property; (ii) the provisions of its charter documents or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or administrative order by which any of its property such Party is bound; (e) Except for the governmental and regulatory approvals required to market the Product in the Territory, the execution, delivery and performance of this Agreement by such Party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority and the execution, delivery or performance of this Agreement will not violate any law, rule or regulation applicable to such Party; (f) This Agreement has been duly authorized, executed and delivered and constitutes such Party's legal, valid and binding obligation enforceable against it in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to the availability of particular remedies under general equity principles; and (g) It shall comply with all applicable material laws and regulations relating to its activities under this Agreement.. ​

Representations and Warranties of Each Party. Each Except as may be disclosed in Schedule 15.1, which may be updated within five (5) days following the HSR Clearance Date, each of ICN AGTC and Schering Biogen hereby represents, warrants and covenants to the other Party hereto as of the Execution Date and the Effective Date as follows: (a) It 15.1.1. it is a corporation duly organized and organized, validly existing and in good standing under the laws of the state or other jurisdiction of incorporation or formationits incorporation; 15.1.2. it (bi) The execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate action, subject only to receipt of requisite boards of directors' approvals; (c) It has the requisite power and authority and the legal right to execute and deliver enter into this Agreement and to perform its obligations hereunder, (ii) has the requisite resources and expertise to perform its obligations hereunder and (iii) has taken all requisite action on its part to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder; (d) The 15.1.3. this Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid, binding obligation, enforceable against such Party in accordance with its terms; 15.1.4. it has obtained all necessary consents, approvals and authorizations of all Governmental Authorities and other persons or entities required to be obtained by such Party in connection with the execution and delivery of this Agreement; 15.1.5. the execution, delivery and performance by such Party of this Agreement and its compliance with the terms and provisions hereof does not and will not conflict with or result in a breach of any of the terms and provisions of or constitute a default under (i) a loan agreement, guaranty, financing agreement, agreement affecting a product relating to one or more Patent Rights or other agreement or instrument binding or affecting it or its property; (ii) the provisions of its charter or operative documents or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority Governmental Authority entered against it or by which any of its property is bound; (e) Except for 15.1.6. it has not, and will not, after the governmental Execution Date and regulatory approvals required during the Term, grant any right to market any Third Party that would conflict with the Product rights granted to the other Party or would be inconsistent with its obligations hereunder; 15.1.7. neither it nor any of its Affiliates has been debarred by the FDA or is the subject of a conviction described in Section 306 of the FD&C Act or is subject to any similar sanction of other Governmental Authorities in the Territory. Neither AGTC nor any of its Affiliates has used, in any capacity, any Person who either has been debarred by the executionFDA, delivery and performance is the subject of a conviction described in Section 306 of the FD&C Act or is subject to any such similar sanction in their development programs for the Licensed Products. Neither Party shall engage, in any capacity in connection with this Agreement or any ancillary agreements, any Person who either has been debarred by the FDA, is the subject of a conviction described in Section 306 of the FD&C Act or is subject to any such similar sanction. Each Party shall inform the other Party in writing promptly upon learning that it or any Person engaged by such Party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority and the execution, delivery or performance of its Affiliates who is performing services under this Agreement will not violate or any lawancillary agreements is debarred or is the subject of a conviction described in Section 306 of the FD&C Act, rule or regulation applicable or, to such Party’s knowledge, if any action, suit, claim, investigation or legal or administrative proceeding is pending or is threatened, relating to the debarment or conviction of such Party, any of its Affiliates or any such Person performing services hereunder or thereunder; (f) This Agreement has been duly authorized, executed and delivered and constitutes such Party's legal, valid and binding obligation enforceable against 15.1.8. it in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to the availability of particular remedies under general equity principles; and (g) It shall at all times comply with all material Laws applicable material laws and regulations relating to its activities under this Agreement; and 15.1.9. each Party hereby agrees that until the expiration of six (6) months after the expiration or termination of this Agreement, neither it nor any of its controlled Affiliates will solicit to employ any of the officers or employees of the other Party without obtaining the prior written consent of the other Party; provided, however, that the foregoing shall not prohibit such Party from: (i) publishing general job advertisements or similar notices that are not targeted specifically at such Party’s employees or (ii) soliciting employees whose employment with such Party has terminated not less than six (6) months prior to such solicitation.

Representations and Warranties of Each Party. Each of ICN Myriad and -------------------------------------------- Schering hereby represents, warrants and covenants to the other Party party hereto as follows: (a) It it is a corporation duly organized and validly existing under the laws of the state or other jurisdiction of incorporation or formation; (b) The the execution, delivery and performance of this Agreement by such Party party has been duly authorized by all requisite corporate action, subject only to receipt of requisite boards of directors' approvals; (c) It it has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder, including, without limitation, the right, power and authority to grant the licenses under Article III; (d) The the execution, delivery and performance by such Party party of this Agreement and its compliance with the terms and provisions hereof does not and will not conflict with or result in a breach of any of the terms and provisions of or constitute a default under (i) a loan agreement, guaranty, financing agreement, agreement affecting a product or other agreement or instrument binding or affecting it or its property; (ii) the provisions of its charter documents or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound; (e) Except except for the governmental and regulatory approvals required to market the Licensed Product in the Territory, the execution, delivery and performance of this Agreement by such Party party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority and the execution, delivery or performance of this Agreement will not violate any law, rule or regulation applicable to such Partyparty; (f) This this Agreement has been duly authorized, executed and delivered and constitutes such Partyparty's legal, valid and binding obligation enforceable against it in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to the availability of particular remedies under general equity principles; and (g) It it shall comply with all applicable material laws and regulations relating to its activities under this Agreement.

Representations and Warranties of Each Party. Each of ICN Party hereby represents and Schering hereby represents, warrants and covenants to the other Party hereto Party, as followsof the Effective Date, that: (a) It such Party is a corporation duly organized organized, validly existing, and validly existing in good standing under the laws Applicable Law of the state or other jurisdiction of incorporation or formationits formation and has full corporate power and authority to enter into this Agreement and to carry out the provisions hereof; (b) The execution, such Party has taken all necessary corporate action on its part to authorize the execution and delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate action, subject only to receipt and the performance of requisite boards of directors' approvals; (c) It has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (dc) The execution, delivery this Agreement has been duly executed and performance by delivered on behalf of such Party of this Agreement and constitutes a legal, valid, and binding obligation, enforceable against it in accordance with its compliance with terms, except to the terms and provisions hereof does not and will not conflict with or result in a breach of any extent that enforcement of the terms rights and provisions of or constitute a default under remedies created hereby is subject to: (i) a loan agreementbankruptcy, guarantyinsolvency, financing agreementreorganization, agreement moratorium, and other similar laws of general application affecting a product the rights and remedies of creditors; or other agreement or instrument binding or affecting it or its property; (ii) the provisions of its charter documents or bylaws; or (iii) any orderlaws governing specific performance, writinjunctive relief, injunction or decree of any court or governmental authority entered against it or by which any of its property is boundand other equitable remedies; (ed) Except for the governmental and regulatory approvals required to market the Product in the Territory, the execution, delivery delivery, and performance of this Agreement by such Party does not require the breach or conflict with any agreement 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 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 approval, license, exemption of or authorization of, or notice, declaration, 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 shall be necessary for, or in connection with, any governmental the transaction contemplated by this Agreement, or regulatory authority and for the executionperformance by it of its obligations under this Agreement, delivery except: (i) as may be required to conduct Clinical Trials or performance of this Agreement will not violate any law, rule to seek or regulation obtain Regulatory Approvals or applicable to such Party;Regulatory Materials; or (ii) as set forth in Article 10; and (f) This Agreement it has been duly authorizedobtained all necessary authorizations, executed consents, and delivered and constitutes such Party's legalapprovals of any Third Party that is required to be obtained by it for, valid and binding obligation enforceable against or in connection with, the transactions contemplated by this Agreement, or for the performance by it in accordance with of its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to the availability of particular remedies under general equity principles; and (g) It shall comply with all applicable material laws and regulations relating to its activities obligations under this Agreement, except: (i) as may be required to conduct Clinical Trials or to seek or obtain Regulatory Approvals or applicable Regulatory Materials; or (ii) as may be required for the assignment by Jounce of the Jounce JTX-8064-Only Development and Manufacturing Agreements pursuant to Section 6.4.

Representations and Warranties of Each Party. Each of ICN and Schering hereby represents, warrants and covenants to the other Party hereto as follows: (a) It PREPA hereby represents and warrants to SELLER: (i) the execution and delivery by PREPA of this Amendment, and the Amendment itself, have been duly authorized by PREPA's Governing Board and any other applicable PREPA governing body in accordance with applicable law, and (A) do not and will not require any additional internal or external consent or approval, (B) do not and will not violate any provision of Act No. 83 of May 2, 1941, as or its regulations, or any material indenture, contract or agreement to which it is a corporation duly organized party or by which its properties may be bound; and validly existing under (ii) this Amendment is a legal, valid, and binding obligation of PREPA, enforceable against PREPA in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency or similar laws affecting the laws enforcement of the state or other jurisdiction of incorporation or formation;rights generally. (b) The SELLER hereby represents and warrants to PREPA: (i) the execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate actiondelivery, subject only to receipt of requisite boards of directors' approvals; (c) It has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (d) The execution, delivery and performance by such Party SELLER of this Agreement Amendment have been duly authorized, and its compliance with the terms and provisions hereof does do not and will not conflict with (A) require any additional internal consent or result in a breach approval of SELLER, or (B) violate any provision of the terms and provisions SELLER'S certificate of formation or constitute a default under (i) a loan operating agreement, guarantyor any material indenture, financing agreement, contract or agreement affecting to which it is a product party or other agreement or instrument binding or affecting by which it or its property; (ii) the provisions of its charter documents properties may be bound, or bylaws; or (iii) any law, ordinance, Second Amendment Contract 2012-P00045 - Renewable Energy Authority, LLC Page rule, regulation, order, writ, injunction judgment, injunction, decree, determination or decree of any court or governmental authority entered against it or by which any of its property award presently in effect; and (ii) this Amendment is bound; (e) Except for the governmental and regulatory approvals required to market the Product in the Territory, the execution, delivery and performance of this Agreement by such Party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority and the execution, delivery or performance of this Agreement will not violate any law, rule or regulation applicable to such Party; (f) This Agreement has been duly authorized, executed and delivered and constitutes such Party's a legal, valid and binding obligation of SELLER, enforceable against it SELLER in accordance with its terms subjectterms, except as to enforcement, to may be limited by applicable bankruptcy, insolvency, reorganization and other insolvency or similar laws affecting the enforcement of general applicability relating to or affecting creditors' rights and to the availability of particular remedies under general equity principles; and (g) It shall comply with all applicable material laws and regulations relating to its activities under this Agreementgenerally.

Representations and Warranties of Each Party. Each of ICN Party hereby represents and Schering hereby represents, warrants and covenants to the other Party hereto Party, as followsof the Effective Date and each License Option Effective Date, that: (a) It 14.1.1 such Party is a corporation duly organized and organized, validly existing and in good standing under the laws Applicable Law of the state or other jurisdiction of incorporation or formation; (b) The execution, delivery its formation and performance of this Agreement by such Party has been duly authorized by all requisite full corporate action, subject only to receipt of requisite boards of directors' approvals; (c) It has the power and authority to execute and deliver enter into this Agreement and to perform carry out the provisions hereof; 14.1.2 such Party has taken all necessary corporate action on its part to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder; (d) The execution, delivery 14.1.3 this Agreement has been duly executed and performance by delivered on behalf of such Party of this Agreement and constitutes a legal, valid and binding obligation, enforceable against it in accordance with its compliance with terms, except to the terms and provisions hereof does not and will not conflict with or result in a breach of any extent that enforcement of the terms rights and provisions remedies created hereby is subject to: (a) bankruptcy, insolvency, reorganization, moratorium and other similar laws of or constitute a default under (i) a loan agreement, guaranty, financing agreement, agreement general application affecting a product or other agreement or instrument binding or affecting it or its property; (ii) the provisions rights and remedies of its charter documents or bylawscreditors; or (iiib) any orderlaws governing specific performance, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is boundinjunctive relief and other equitable remedies; (e) Except for the governmental and regulatory approvals required to market the Product in the Territory, 14.1.4 the execution, delivery and performance of this Agreement by such Party does not require the breach or conflict with any agreement 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 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); 14.1.5 no government authorization, consent, approval approval, license, exemption of or authorization of, or notice, declaration, 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 transactions contemplated by this Agreement, or for the performance by it of its obligations under this Agreement, except: (a) as may be required to conduct Clinical Trials or to seek or obtain Regulatory Approvals or applicable Regulatory Materials, or to Manufacture or Commercialize any governmental Licensed Product(s); or regulatory authority and the execution, delivery or performance of this Agreement will not violate any law, rule or regulation applicable to such Party; (fb) This Agreement has been duly authorized, executed and delivered and constitutes such Party's legal, valid and binding obligation enforceable against it as set forth in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to the availability of particular remedies under general equity principlesSection 3.3 (Antitrust Filings); and (g) It shall comply with 14.1.6 it has obtained all applicable material laws necessary authorizations, consents and regulations relating approvals of any Third Party that is required to be obtained by it for, or in connection with, the transactions contemplated by this Agreement, or for the performance by it of its activities obligations under this Agreement, except: (a) as may be required to conduct Clinical Trials or to seek or obtain Regulatory Approvals or applicable Regulatory Materials, or to Manufacture or Commercialize any Licensed Product(s); or (b) as set forth in Section 3.3 (Antitrust Filings).

Representations and Warranties of Each Party. Each of ICN Party represents and Schering hereby represents, warrants and covenants to the other Party hereto as of the Contract Date (and such representations and warranties as of the Contract Date shall survive the termination or expiration of this Agreement), as follows: (aA) It Each Party is a corporation duly organized and validly existing under in good standing and each is duly qualified and authorized to enter into and perform the laws of the state or other jurisdiction of incorporation or formation;obligations set forth in this Agreement. (bB) The execution, delivery execution and performance of this Agreement by such Party has Agreement: (1) have been duly authorized by all requisite required corporate actionor other action of such Party, subject only (2) do not require any consent or approval no otherwise previously obtained, (3) will not violate any judgment, order, law or regulation applicable to receipt such Party or any provisions of requisite boards of directors' approvals;such Party’s charter, ordinances, bylaws, or resolutions. (cC) It has the power and authority to execute and deliver The execution of this Agreement and the performance of all obligations set forth herein do not conflict with, and will not, with the passage of time or the giving of notice, constitute a breach of or event of default under any charter, ordinances (with respect to the RECEIVER/TRUSTEE) or resolutions of the Party, or any contract, indenture, mortgage, bond, instrument or Applicable Laws to which the Party is subject or by which such party is bound. This Agreement has been duly executed and constitutes a legal valid and binding obligation of each Party and is enforceable in accordance with its terms, except to the extent that the enforcement thereof is limited by any applicable bankruptcy, insolvency, reorganization, moratorium or other laws relating to or limiting creditors’ rights generally and the application of principles of equity. (D) There is no action, suit or proceeding, at law or in equity, before or by any court or governmental authority, pending or threatened against the Party, wherein an unfavorable decision, ruling or finding would materially adversely affect the performance by the Party of its obligations hereunder or the other transactions contemplated hereby, or which, in any way, would adversely affect the validity or enforceability of this Agreement, or any other contract or instrument entered into by the Party in connection with the transactions contemplated hereby. (E) Operator is fully capable, financially and otherwise, to perform its obligations hereunder; (d) The execution, delivery and performance by such Party of this Agreement and its compliance with the terms and provisions hereof does not and will not conflict with or result in a breach of any of the terms and provisions of or constitute a default under (i) a loan agreement, guaranty, financing agreement, agreement affecting a product or other agreement or instrument binding or affecting it or its property; (ii) the provisions of its charter documents or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound; (e) Except for the governmental and regulatory approvals required to market the Product in the Territory, the execution, delivery and performance of this Agreement by such Party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority and the execution, delivery or performance of this Agreement will not violate any law, rule or regulation applicable to such Party; (f) This Agreement has been duly authorized, executed and delivered and constitutes such Party's legal, valid and binding obligation enforceable against it in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to the availability of particular remedies under general equity principles; and (g) It shall comply with all applicable material laws and regulations relating to its activities under this Agreement.

Representations and Warranties of Each Party. Each of ICN Sparta and Schering SP Ltd. hereby represents, warrants and covenants to the other Party party hereto as follows: (a) It it is a corporation or entity duly organized and validly existing under the laws of the state or other jurisdiction of incorporation or formation; (b) The the execution, delivery and performance of this Agreement by such Party party has been duly authorized by all requisite corporate action, subject only to receipt of requisite boards approval of its board of directors' approvals; (c) It it has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (d) The the execution, delivery and performance by such Party party of this Agreement and its compliance with the terms and provisions hereof does not and will not conflict with or result in a breach of any of the terms and provisions of or constitute a default under (i) a loan agreement, guaranty, financing agreement, agreement affecting a product or other agreement or instrument binding or affecting it or its property; (ii) the provisions of its charter or operative documents or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound; (e) Except except for the governmental and regulatory approvals Regulatory Approvals required to market the Licensed Product in the Territory, the execution, delivery and performance of this Agreement by such Party party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority and the execution, delivery or performance of this Agreement will not violate any law, rule or regulation applicable to such Partyparty; (f) This this Agreement has been duly authorized, executed and delivered and constitutes such Partyparty's legal, valid and binding obligation enforceable against it in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to the availability of particular remedies under general equity principles; and (g) It it shall comply with all applicable material laws and regulations relating to its activities under this Agreement.

Representations and Warranties of Each Party. Each of ICN Zonagen and -------------------------------------------- Schering hereby represents, warrants and covenants to the other Party hereto as follows: (a) It it is a corporation or entity duly organized and validly existing under the laws of the state or other jurisdiction of incorporation or formation; (b) The the execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate action, subject only to receipt of requisite boards of directors' approvals; (c) It it has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (d) The the execution, delivery and performance by such Party of this Agreement and its compliance with the terms and provisions hereof does not and will not conflict with or result in a breach of any of the terms and provisions of or constitute a default under (i) a loan agreement, guaranty, financing agreement, agreement affecting a product or other agreement or instrument binding or affecting it or its property; (ii) the provisions of its charter or operative documents or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound; (e) Except except for the governmental and regulatory approvals Regulatory Approvals required to market the Licensed Product in the TerritoryTerritory and any approvals required under the HSR Act, the execution, delivery and performance of this Agreement by such Party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority and the execution, delivery or performance of this Agreement will not violate any law, rule or regulation applicable to such Party; (f) This this Agreement has been duly authorized, executed and delivered and constitutes such Party's legal, valid and binding obligation enforceable against it in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to the availability of particular remedies under general equity principles; and (g) It it shall comply with all applicable material laws and regulations relating to its activities under this Agreement.

Representations and Warranties of Each Party. Each of ICN Party hereby represents and Schering hereby represents, warrants and covenants to the other Party hereto as of the Effective Date, and covenants with the other Party, as follows: (a) It Such Party (i) is a corporation duly organized formed and validly existing in good standing under the laws of the state or other jurisdiction of incorporation or its formation; , (bii) The execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate action, subject only to receipt of requisite boards of directors' approvals; (c) It has the power and authority and the legal right to execute and deliver enter into this Agreement and to perform its obligations hereunder; , and (diii) The execution, has taken all necessary action on its part required to authorize the execution and delivery and performance by such Party of this Agreement and the performance of its compliance obligations hereunder. This Agreement has been duly executed and delivered on behalf of such Party and constitutes a legal, valid and binding obligation of such Party and is enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency or other similar 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 is considered in a proceeding at law or equity. (b) All necessary consents, approvals and authorizations of all regulatory and governmental authorities and other Persons required to be obtained by such Party in connection with the terms execution and provisions hereof does delivery of this Agreement and the performance of its obligations hereunder have been obtained; provided that Salix makes no representation, warranty or covenant with respect to any consents, approvals or authorizations required to be obtained in connection with any contract, license, agreement, arrangement, claim or understanding (whether written or oral) existing as of the Effective Date to which Cosmo, Salix, or any of their respective Affiliates is a party and in any way relating to any Product or the Exploitation thereof. (c) The execution and delivery of this Agreement and the performance of such Party’s obligations hereunder (i) do not and will not conflict with or result in a breach violate any requirement of applicable law or any provision of the terms articles of incorporation, bylaws, limited partnership agreement or other similar documents of such Party and provisions of (ii) do not and will not conflict with, violate, or breach, or constitute a default under (i) a loan or require any consent under, any contractual obligation or court or administrative order by which such Party is bound; provided that Salix makes no representation, warranty or covenant with respect to any contractual obligation arising out of or relating to any contract, license, agreement, guarantyarrangement, financing agreement, agreement affecting a product claim or other agreement understanding (whether written or instrument binding oral) or affecting it or its property; (ii) the provisions of its charter documents or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it administrative order existing as of the Effective Date to which Cosmo, Salix, or any of their respective Affiliates is a party or by which it is bound and in any of its property is bound; (e) Except for the governmental and regulatory approvals required to market the Product in the Territory, the execution, delivery and performance of this Agreement by such Party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority and the execution, delivery or performance of this Agreement will not violate any law, rule or regulation applicable to such Party; (f) This Agreement has been duly authorized, executed and delivered and constitutes such Party's legal, valid and binding obligation enforceable against it in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability way relating to any Product or affecting creditors' rights and to the availability of particular remedies under general equity principles; and (g) It shall comply with all applicable material laws and regulations relating to its activities under this AgreementExploitation thereof.

Representations and Warranties of Each Party. Each Party represents and warrants, as of ICN and Schering hereby representsthe Effective Date, warrants and covenants (with respect to Section 7.2(d) below) to the other Party hereto as followsthat: (a) It it is a company or corporation duly organized organized, validly existing, and validly existing in good standing under the laws of the state or other jurisdiction of incorporation or formationin which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement; (b) The executionit has the corporate power and authority and the legal right to enter into this Agreement and perform its obligations hereunder, it has taken all necessary corporate action on its part required to authorize the execution and delivery of the Agreement and the performance of its obligations hereunder, and this Agreement by such Party has been duly authorized by all requisite corporate actionexecuted and delivered on behalf of such Party, and constitutes a legal, valid, and binding obligation of such Party that is enforceable against it in accordance with its terms, subject only to receipt of requisite boards of directors' approvalsapplicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally; (c) It has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (d) The execution, delivery and performance by such Party of this Agreement and its compliance with the terms and provisions hereof does not and will not conflict with or result in a breach of any of the terms and provisions of or constitute a default under (i) a loan agreement, guaranty, financing agreement, agreement affecting a product or other agreement or instrument binding or affecting it or its property; (ii) the provisions of its charter documents or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound; (e) Except for the governmental and regulatory approvals required to market the Product in the Territory, the execution, delivery delivery, and performance of this Agreement by such Party does not require the any authorization, consent, approval approval, license, exemption of or authorization of, or notice, declaration, filing or registration with any Third Party (including any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign) or under any Applicable Law currently in effect, and none of the foregoing is or will be necessary for, or in connection with, any governmental or regulatory authority and the execution, delivery or performance of transactions contemplated by this Agreement will not violate or any lawother agreement or instrument executed in connection herewith, rule or regulation applicable to for the performance by it of its obligations under this Agreement and such Partyother agreements; (fd) This it is not a party to, and will not enter into during the Term, any agreement that is inconsistent with this Agreement has been duly authorized, executed and delivered and constitutes such Party's legal, valid and binding obligation enforceable against or otherwise would prevent it in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' from granting the rights and granted to the availability of particular remedies other Party under general equity principlesthis Agreement or performing its obligations under the Agreement; and (ge) It shall comply it has established and maintains reasonable internal policies and controls, including codes of conduct and ethics and reasonable reporting requirements, intended to ensure compliance with all Anti-Corruption Laws and other Applicable Law, to the extent applicable material to it under the laws of the jurisdiction of its incorporation, including healthcare compliance, privacy laws and regulations relating to its activities under this Agreementdata protection laws.

Representations and Warranties of Each Party. Each of ICN and Schering hereby Party represents, warrants warrants, and covenants (as applicable) to the other Party hereto as followsof the Effective Date that: (a) It it is a company or corporation duly organized organized, validly existing, and validly existing in good standing under the laws of the state or other jurisdiction of incorporation or formationin which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement; (b) The execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate action, subject only to receipt of requisite boards of directors' approvals; (c) It it has the corporate power and authority and the legal right to execute and deliver enter into this Agreement and to perform its obligations hereunder; (d) The execution, it has taken all necessary corporate action on its part required to authorize the execution and delivery and performance by such Party of this the Agreement and its compliance with the terms and provisions hereof does not and will not conflict with or result in a breach of any of the terms and provisions of or constitute a default under (i) a loan agreement, guaranty, financing agreement, agreement affecting a product or other agreement or instrument binding or affecting it or its property; (ii) the provisions performance of its charter documents or bylaws; or (iii) any orderobligations hereunder, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound; (e) Except for the governmental and regulatory approvals required to market the Product in the Territory, the execution, delivery and performance of this Agreement by such Party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority and the execution, delivery or performance of this Agreement will not violate any law, rule or regulation applicable to such Party; (f) This Agreement has been duly authorized, executed and delivered on behalf of such Party, and constitutes such Party's a legal, valid valid, and binding obligation of such Party that is enforceable against it in accordance with its terms subjectterms, as subject to enforcement, to applicable bankruptcy, insolvency, moratorium, reorganization and other similar laws of general applicability relating to or affecting creditors' ’ rights generally and to general equitable principles; (c) it is not a party to, and will not enter into during the availability Term, any agreement that would prevent it from granting the licenses and other rights granted to the other Party under this Agreement or performing its obligations under the Agreement, and its grant of particular remedies the licenses and other rights to the other Party under general equity principlesthis Agreement, and the exercise thereof by the other Party, are not and will not breach or conflict or be inconsistent with the terms and conditions of any other agreement by which it is bound (including without limitation, in the case of ADCT, any Upstream Agreement); (d) in the course of performing its obligations or exercising its rights under this Agreement, it shall comply with all Applicable Laws, including as applicable, cGMP, GCP, and GLP standards, and shall not employ or engage any person or entity who has been debarred by any Regulatory Authority or otherwise excluded by any Governmental Authority from participating in any program sponsored or administered by a Governmental Authority, or, to such Party’s knowledge, is the subject of debarment or exclusion proceedings or investigation by a Regulatory Authority or other Governmental Authority; and (ge) It shall comply it is not debarred or disqualified under the U.S. Food, Drug and Cosmetic Act or comparable Applicable Laws in any country or jurisdiction other than the U.S. and, to its knowledge, does not, and will not during the Term knowingly, employ or use, directly or indirectly, including through Affiliates or (sub)licensees or subcontractors, the services of any person who is debarred or disqualified, in connection with all applicable material laws and regulations activities relating to its any Product. In the event that either Party becomes aware of the debarment or disqualification or threatened debarment or disqualification of any person providing services to such Party, directly or indirectly, including through Affiliates or (sub)licensees or subcontractors, which directly or indirectly relate to activities under contemplated by this Agreement, such Party shall promptly notify the other Party in writing and such Party shall cease employing, contracting with, or retaining any such person to perform any such services.

Representations and Warranties of Each Party. Each of ICN Lilly and Schering Licensee hereby represents, warrants and covenants to the other Party hereto as follows: (a) It it is a corporation duly organized and validly existing under the laws of the state or other jurisdiction of incorporation or formationits incorporation; (b) The the execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate action, subject only to receipt of requisite boards of directors' approvals; (c) It it has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (d) The the execution, delivery and performance by such Party of this Agreement and its compliance with the terms and provisions hereof herein does not and will not conflict with or result in a breach of any of the terms and provisions of or constitute a default under (i) a loan agreement, guaranty, financing agreement, agreement affecting a product or other agreement or instrument binding or affecting it or its property; (ii) the provisions of its corporate charter or other operative documents or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound; (e) Except except for the governmental and regulatory approvals Marketing Authorizations required to market the Licensed Product in the Territory, the execution, delivery and performance of this Agreement by such Party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority Regulatory Authority and the execution, delivery or performance of this Agreement will not violate any law, rule or regulation applicable to such Party; (f) This this Agreement has been duly authorized, executed and delivered and constitutes such Party's legal, valid and binding obligation enforceable against it in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to the availability of particular remedies under general equity principles; and* * * * CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. (g) It it shall comply with all applicable material laws and regulations relating to its activities under this Agreement.

Representations and Warranties of Each Party. Each of ICN Party hereby represents and Schering hereby represents, warrants and covenants to the other Party hereto as followsthat: (a) It is a corporation duly organized and validly existing under the laws of the state or other jurisdiction of incorporation or formation; (b) The execution, delivery and performance of this Agreement by such Party has been duly authorized taken all necessary actions and has received all necessary approvals and consents (including the approval by the fiscal body of each Party) and adopted all requisite corporate action, subject only to receipt of requisite boards of directors' approvals; (c) It has the power and authority necessary ordinances and/or resolutions in order to execute and deliver this Interlocal Agreement and to perform its obligations hereunder; (db) The execution, delivery and performance by such Party of this Agreement and its compliance with the terms and provisions hereof does not and will not conflict with or result in a breach of any of the terms and provisions of or constitute a default under (i) a loan agreement, guaranty, financing agreement, agreement affecting a product or other agreement or instrument binding or affecting it or its property; (ii) the provisions of its charter documents or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound; (e) Except for the governmental and regulatory approvals required to market the Product in the Territory, the execution, delivery and performance of this Interlocal Agreement by such the Party is within the power and authority of the Party and does not require violate the consentlaws of the State (or any other federal or local law) applicable to the Party or any other applicable federal, approval State or authorization oflocal ordinance, resolution, rule or notice, declaration, filing or registration with, any governmental or regulatory authority and regulation; (c) the execution, delivery or and performance of this Agreement will not violate any law, rule or regulation applicable to such Party; (f) This Interlocal Agreement has been duly authorized, executed authorized and delivered and constitutes such Party's this Interlocal Agreement is the legal, valid and binding obligation of the Party enforceable against it the Party in accordance with its terms subjectterms, as subject to enforcement, to applicable bankruptcy, insolvency, moratorium, fraudulent conveyance, reorganization and other similar laws of general applicability now or hereafter in effect relating to creditors’ rights generally, and subject to general principles of equity (whether applied in a proceeding at law or affecting creditors' rights in equity); (d) the certificates delivered heretofore or hereafter by the Party in connection with this Interlocal Agreement, as of the date specified therein, are true and to the availability complete and contain no material misstatements of particular remedies under general equity principlesfact or omissions that render them misleading; and, (ge) It shall comply the execution, delivery and performance of this Interlocal Agreement do not conflict with all applicable material laws and regulations relating or result in the breach or termination of, or otherwise give any other person the right to terminate, or constitute a default, event of default or an event, which, with notice or lapse of time, or both, would constitute a default or an event of default under the terms of any contract or permit to which the Party is a party or by which the Party or its activities under this Agreementproperties are bound.

Representations and Warranties of Each Party. Each of ICN Merck and Schering Licensee hereby represents, warrants and covenants to the other Party hereto as follows: (a) It it is a corporation duly organized and validly existing under the laws of the state or other jurisdiction of incorporation or formationits incorporation; (b) The the execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate action, subject only to receipt of requisite boards of directors' approvals; (c) It it has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (d) The the execution, delivery and performance by such Party of this Agreement and its compliance with the terms and provisions hereof herein does not and will not conflict with or result in a breach of any of the terms and provisions of or constitute a default under (i) a loan agreement, guaranty, financing agreement, agreement affecting a product or other agreement or instrument binding or affecting it or its property; (ii) the provisions of its corporate charter or other operative documents or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound; (e) Except except for the governmental and regulatory approvals Marketing Authorizations required to market the Licensed Product in the Territory, the execution, delivery and performance of this Agreement by such Party does not require the consent, approval or authorization of, or notice, declaration, filing or registration with, any governmental or regulatory authority Regulatory Authority and the execution, delivery or performance of this Agreement will not violate any law, rule or regulation applicable to such Party;; *** 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. CONFIDENTIAL TREATMENT REQUESTED (f) This this Agreement has been duly authorized, executed and delivered and constitutes such Party's ’s legal, valid and binding obligation enforceable against it in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' ” rights and to the availability of particular remedies under general equity principles; and (g) It it shall comply with all applicable material laws and regulations relating to its activities under this Agreement.