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

Representations and Warranties of Each Party. Each party represents and warrants to the other party that: (a) it is a corporation duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation; (b) it has full corporate power and authority to execute, deliver, and perform under this Agreement, and has taken all corporate action required by applicable law and its organizational documents to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement; (c) this Agreement constitutes a valid and binding agreement enforceable against it in accordance with its terms; (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 execution and delivery of this Agreement have been obtained; (e) the execution and delivery of this Agreement and all other instruments and documents required to be executed pursuant to this Agreement, and the consummation of the transactions contemplated hereby, do not and shall not: (i) conflict with or result in a breach of any provision of its organizational documents, (ii) result in a breach of any agreement to which it is a party that would impair the performance of its obligations hereunder; or (iii) violate any applicable law; and (f) it shall comply with all applicable laws in connection with this Agreement.

Representations and Warranties of Each Party. Each party Party represents and warrants to the other party Party as of the Effective Date that: (a) 7.1.1 it is a corporation duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation; (b) 7.1.2 it has full corporate power and authority to execute, deliver, and perform under this Agreement, and has taken all corporate action required by applicable law and its organizational documents to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement; (c) 7.1.3 to such Party’s knowledge, this Agreement constitutes a valid and binding agreement enforceable against it in accordance with its terms; (d) 7.1.4 all consents, approvals and authorizations from all governmental authorities or other Third Parties required to be obtained by such party Party in connection with the execution and delivery of this Agreement have been obtained;; and (e) 7.1.5 the execution and delivery of this Agreement and all other instruments and documents required to be executed pursuant to this Agreement, and the consummation of the transactions contemplated hereby, hereby do not and shall not: (i) conflict with or result in a breach of any provision of its organizational documents, (ii) result in a breach of any agreement to which it is a party that would impair the performance of its obligations hereunder; or (iii) violate any applicable law; and (f) it shall comply with all applicable laws in connection with this Agreement.

Representations and Warranties of Each Party. Each party Party represents and warrants to the other party Party as of the Effective Date that: (a) it is a company or corporation duly organized, validly existing, and in good standing under the laws of its the jurisdiction of formation; (b) in which it is incorporated, and has full corporate power and authority and the legal right to execute, deliver, own and perform under 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; (i) it has the corporate power and authority and the legal right to enter into this Agreement and perform its obligations hereunder; (ii) it has taken all necessary corporate action on its part required by applicable law and its organizational documents to authorize the execution and delivery of this Agreement and the consummation performance of the transactions contemplated by this Agreement; its obligations hereunder; and (ciii) this Agreement has been duly executed and delivered on behalf of such Party, and constitutes a valid legal, valid, and binding agreement obligation of such Party that is enforceable against it in accordance with its terms; (c) it is not a party to any agreement or bound by any order or other legal obligation that would prevent it from granting the rights granted to the other Party under this Agreement, conflict with the rights granted, or prevent it from performing its obligations under this Agreement; and (d) all consents, approvals and authorizations authorization from all governmental authorities Governmental Authorities or other Third Parties required to be obtained by such party Party in connection with the execution and delivery of this Agreement have been obtained; (e) the execution and delivery of this Agreement and all other instruments and documents required to be executed pursuant to this Agreement, and the consummation of the transactions contemplated hereby, do not and shall not: (i) conflict with or result in a breach of any provision of its organizational documents, (ii) result in a breach of any agreement to which it is a party that would impair the performance of its obligations hereunder; or (iii) violate any applicable law; and (f) it shall comply with all applicable laws in connection with this Agreement.

Representations and Warranties of Each Party. Each party Party represents and warrants to the other party Party as of the Effective Date that: (a) it is a company or corporation duly organized, validly existing, and in good standing under the laws of its the jurisdiction of formation; (b) in which it is incorporated, and has full corporate power and authority and the legal right to execute, deliver, own and perform under 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; (i) it has the corporate power and authority and the legal right to enter into this Agreement and perform its obligations hereunder; (ii) it has taken all necessary corporate action on its part required by applicable law and its organizational documents to authorize the execution and delivery of this the Agreement and the consummation performance of its obligations hereunder; and (iii) the transactions contemplated by this Agreement; (c) this Agreement has been duly executed and delivered on behalf of such Party, and constitutes a valid legal, valid, and binding agreement obligation of such Party that is enforceable against it in accordance with its terms; (c) it is not a party to any agreement that would prevent it from granting the rights granted to the other Party under this Agreement or performing its obligations under the Agreement; and (d) all All consents, approvals and authorizations authorization from all governmental authorities Governmental Authorities or other Third Parties required to be obtained by such party Party in connection with the execution and delivery of this Agreement have been obtained; (e) the execution and delivery of this Agreement and all other instruments and documents required to be executed pursuant to this Agreement, and the consummation of the transactions contemplated hereby, do not and shall not: (i) conflict with or result in a breach of any provision of its organizational documents, (ii) result in a breach of any agreement to which it is a party that would impair the performance of its obligations hereunder; or (iii) violate any applicable law; and (f) it shall comply with all applicable laws in connection with this Agreement.

Representations and Warranties of Each Party. Each party Party hereby represents and warrants to the other party that: (a) it is a corporation or entity duly organized, organized and validly existing, and in good standing existing under the laws of its the state or other jurisdiction of its incorporation or formation; (b) it has full corporate power the execution, delivery and authority to execute, deliver, and perform under this Agreement, and has taken all corporate action required by applicable law and its organizational documents to authorize the execution and delivery performance of this Agreement by such Party has been duly authorized by all requisite corporate action and the consummation of the transactions contemplated by this Agreementdoes not require any shareholder action or approval; (c) it has the power and authority to execute and deliver this Agreement constitutes a valid and binding agreement enforceable against it in accordance with to perform its termsobligations hereunder; (d) all consentsthe execution, approvals delivery and authorizations from all governmental authorities or other Third Parties required to be obtained performance by such party in connection with the execution and delivery of this Agreement have been obtained; (e) the execution and delivery Party of this Agreement and all other instruments its compliance with the terms and documents required to be executed pursuant to this Agreement, and the consummation of the transactions contemplated hereby, do provisions hereof does not and shall not: (i) will not conflict with or result in a breach of any provision of the terms and provisions of or constitute a default under (a) a loan agreement, guaranty, financing agreement, agreement affecting a product or other agreement or instrument binding or affecting it or its property; (b) the provisions of its organizational documentscharter or operative documents or bylaws; or ( c) any order, (ii) result in a breach writ, injunction or decree of any agreement to court or governmental authority entered against it or by which it is a party that would impair the performance any of its obligations hereunder; or (iii) violate any applicable lawproperty is bound; and (fe) it shall at all times comply with all applicable material laws in connection with and regulations relating to its activities under this Agreement.

Representations and Warranties of Each Party. Each party represents As of the Effective Date, each of Horizon and AHP hereby represents, warrants and covenants to the other party thatParty hereto a follows: (a) it is a corporation or entity duly organized, organized and validly existing, and in good standing existing under the laws of its the state or other jurisdiction of incorporation or formation; (b) it has full corporate power the execution, delivery and authority to execute, deliver, and perform under this Agreement, and has taken all corporate action required by applicable law and its organizational documents to authorize the execution and delivery performance of this Agreement by such Party has been duly authorized by all requisite corporate action and the consummation of the transactions contemplated by this Agreementdo not require any shareholder action or approval; (c) it has the power and authority to execute and deliver this Agreement constitutes a valid and binding agreement enforceable against it in accordance with to perform its termsobligations hereunder; (d) all consentsthe execution, approvals delivery and authorizations from all governmental authorities or other Third Parties required to be obtained performance by such party in connection with the execution and delivery of this Agreement have been obtained; (e) the execution and delivery Party of this Agreement and all other instruments its compliance with the terms and documents required to be executed pursuant to this Agreement, and the consummation of the transactions contemplated hereby, do provisions hereof does not and shall not: (i) will not conflict with or result in a breach of any provision 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 organizational documents, property; (ii) result in a breach of any agreement to which it is a party that would impair the performance provisions of its obligations hereundercharter or operative documents or bylaws; or (iii) violate any applicable laworder, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound; and (fe) it shall at all times comply with all applicable material laws in connection with and regulations relating to its activities under this Agreement.

Representations and Warranties of Each Party. Each party As of the Effective Date, each of Forest and Microbia hereby represents and warrants to the other party thatParty hereto as follows: (a) it is a corporation or entity duly organized, organized and validly existing, and in good standing existing under the laws of its the state or other jurisdiction of its incorporation or formation; (b) it has full corporate power the execution, delivery and authority to execute, deliver, and perform under this Agreement, and has taken all corporate action required by applicable law and its organizational documents to authorize the execution and delivery performance of this Agreement by such Party has been duly authorized by all requisite corporate action and the consummation of the transactions contemplated by this Agreementdoes not require any shareholder action or approval; (c) it has the power and authority to execute and deliver this Agreement constitutes a valid and binding agreement enforceable against it in accordance with to perform its termsobligations hereunder; (d) all consentsthe execution, approvals delivery and authorizations from all governmental authorities or other Third Parties required to be obtained performance by such party in connection with the execution and delivery of this Agreement have been obtained; (e) the execution and delivery Party of this Agreement and all other instruments its compliance with the terms and documents required to be executed pursuant to this Agreement, and the consummation of the transactions contemplated hereby, do provisions does not and shall not: (i) not conflict with or result in a breach of any provision 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 organizational documents, property; (ii) result in a breach of any agreement to which it is a party that would impair the performance provisions of its obligations hereundercharter or operative documents or bylaws; or (iii) violate any applicable laworder, writ, injunction or decree of any court or [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. governmental authority entered against it or by which any of its property is bound; and (fe) it shall comply with has the full right, power and authority to grant all applicable laws of the right, title and interest in connection with the licenses granted to the other Party under this Agreement.

Representations and Warranties of Each Party. Each party of Trubion and Wyeth hereby represents and warrants to the other party thatParty hereto as follows: (aA) it is a corporation or entity duly organized, organized and validly existing, and in good standing existing under the laws of its the state or other jurisdiction of its incorporation or formation; (bB) the execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate action and does not require any shareholder action or approval; (C) it has full corporate the power and authority to execute, deliver, execute and perform under this Agreement, and has taken all corporate action required by applicable law and its organizational documents to authorize the execution and delivery of deliver this Agreement and to perform its obligations and to grant the consummation of licenses granted by it to the transactions contemplated by other Party pursuant to this Agreement; (cD) this Agreement constitutes a valid the execution, delivery and binding agreement enforceable against it in accordance with its terms; (d) all consents, approvals and authorizations from all governmental authorities or other Third Parties required to be obtained performance by such party in connection with the execution and delivery of this Agreement have been obtained; (e) the execution and delivery Party of this Agreement and all other instruments its compliance with the terms and documents required to be executed pursuant to this Agreement, and the consummation of the transactions contemplated hereby, do provisions hereof does not and shall not: (i) will not conflict with or result in a breach of any provision of its organizational documents, the terms and provisions of or constitute a default under (i) any agreement or instrument binding or affecting it or the subject matter of this Agreement; (ii) result in a breach of any agreement to which it is a party that would impair the performance provisions of its obligations hereundercharter or operative documents or bylaws; or (iii) violate any applicable laworder, 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 (fE) it shall comply has not granted to any Third Party any right or license which would conflict in any material respect with all applicable laws in connection with this Agreementthe rights granted by it to the other Party hereunder.

Representations and Warranties of Each Party. Each party of Trubion and Wyeth hereby represents and warrants to the other party thatParty hereto as follows: (a) it is a corporation or entity duly organized, organized and validly existing, and in good standing existing under the laws of its 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 action and does not require any shareholder action or approval; (c) it has full corporate the power and authority to execute, deliver, execute and perform under this Agreement, and has taken all corporate action required by applicable law and its organizational documents to authorize the execution and delivery of deliver this Agreement and to perform its obligations and to grant the consummation of licenses granted by it to the transactions contemplated by other Party pursuant to this Agreement; (c) this Agreement constitutes a valid and binding agreement enforceable against it in accordance with its terms; (d) all consentsthe execution, approvals delivery and authorizations from all governmental authorities or other Third Parties required to be obtained performance by such party in connection with the execution and delivery of this Agreement have been obtained; (e) the execution and delivery Party of this Agreement and all other instruments its compliance with the terms and documents required to be executed pursuant to this Agreement, and the consummation of the transactions contemplated hereby, do provisions hereof does not and shall not: (i) will not conflict with or result in a breach of any provision of its organizational documents, the terms and provisions of or constitute a default under (i) any agreement or instrument binding or affecting it or the subject matter of this Agreement; (ii) result in a breach of any agreement to which it is a party that would impair the performance provisions of its obligations hereundercharter or operative documents or bylaws; or (iii) violate any applicable laworder, 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 (fe) it shall comply has not granted to any Third Party any right or license which would conflict in any material respect with all applicable laws in connection with this Agreementthe rights granted by it to the other Party hereunder.

Representations and Warranties of Each Party. Each party Party represents and warrants to the other party Party as of the Effective Date that: (a) it is a company or corporation duly organized, validly existing, and in good standing under the laws of its the jurisdiction of formation; (b) in which it is incorporated, and has full corporate power and authority and the legal right to execute, deliver, own and perform under 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; (i) it has the corporate power and authority and the legal right to enter into this Agreement and perform its obligations hereunder; (ii) it has taken all necessary corporate action on its part required by applicable law and its organizational documents to authorize the execution and delivery of this Agreement and the consummation performance of the transactions contemplated by this Agreement; its obligations hereunder; and (ciii) this Agreement has been duly executed and delivered on behalf of such Party, and constitutes a valid legal, valid, and binding agreement obligation of such Party that is enforceable against it in accordance with its terms; (c) it is not a party to any agreement that would prevent it from granting the rights granted to the other Party under this Agreement or performing its obligations under this Agreement; and (d) all consents, approvals and authorizations authorization from all governmental authorities Governmental Authorities or other Third Parties required to be obtained by such party Party in connection with the execution and delivery of this Agreement have been obtained; (e) the execution and delivery of this Agreement and all other instruments and documents required to be executed pursuant to this Agreement, and the consummation of the transactions contemplated hereby, do not and shall not: (i) conflict with or result in a breach of any provision of its organizational documents, (ii) result in a breach of any agreement to which it is a party that would impair the performance of its obligations hereunder; or (iii) violate any applicable law; and (f) it shall comply with all applicable laws in connection with this Agreement.

Representations and Warranties of Each Party. Each party represents and warrants to the other party that: : (a) it is a corporation duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation; ; (b) it has full corporate power and authority to execute, deliver, and perform under this Agreement, and has taken all corporate action required by applicable law and its organizational documents to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement; ; (c) this Agreement constitutes a valid and binding agreement enforceable against it in accordance with its terms; ; (d) all consents, approvals and authorizations from all governmental authorities or other Third Parties third parties required to be obtained by such party in connection with the execution and delivery of this Agreement have been obtained; ; (e) the execution and delivery of this Agreement and all other instruments and documents required to be executed pursuant to this Agreement, and the consummation of the transactions contemplated hereby, do not and shall not: (i) conflict with or result in a breach of any provision of its organizational documents, (ii) result in a breach of any agreement to which it is a party that would impair the performance of its obligations hereunder; or (iii) violate any applicable law; and and (f) it shall comply with all applicable laws in connection with this Agreement.

Representations and Warranties of Each Party. Each party As of the Effective Date, each of Partner and Ironwood hereby represents and warrants to the other party thatParty hereto as follows: (a) it is a corporation or entity duly organized, organized and validly existing, and in good standing existing under the laws of its the state or other jurisdiction of its incorporation or formation;; [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. (b) it has full corporate power the execution, delivery and authority to execute, deliver, and perform under this Agreement, and has taken all corporate action required by applicable law and its organizational documents to authorize the execution and delivery performance of this Agreement by such Party has been duly authorized by all requisite corporate action and the consummation of the transactions contemplated by this Agreementdoes not require any shareholder action or approval; (c) it has the power and authority to execute and deliver this Agreement constitutes a valid and binding agreement enforceable against it in accordance with to perform its termsobligations hereunder; (d) all consentsthe execution, approvals delivery and authorizations from all governmental authorities or other Third Parties required to be obtained performance by such party in connection with the execution and delivery of this Agreement have been obtained; (e) the execution and delivery Party of this Agreement and all other instruments its compliance with the terms and documents required to be executed pursuant to this Agreement, and the consummation of the transactions contemplated hereby, do provisions does not and shall not: (i) may not conflict with or result in a breach of any provision 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 organizational documents, property; (ii) result in a breach of any agreement to which it is a party that would impair the performance provisions of its obligations hereundercharter or operative documents or bylaws; or (iii) violate any applicable laworder, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound; and (fe) it shall comply with has the full right, power and authority to grant all applicable laws of the right, title and interest in connection with the licenses granted to the other Party under this Agreement.

Representations and Warranties of Each Party. Each party Party represents and warrants to the other party Party as of the Effective Date that: (a) it is a company or corporation duly organized, validly existing, and in good standing under the laws of its the jurisdiction of formation; (b) in which it is incorporated, and has full corporate power and authority and the legal right to execute, deliver, own and perform under 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; (i) it has the corporate power and authority and the legal right to enter into this Agreement and perform its obligations hereunder, (ii) it has taken all necessary corporate action on its part required by applicable law and its organizational documents to authorize the execution and delivery of this the Agreement and the consummation performance of its obligations hereunder and (iii) the transactions contemplated by this Agreement; (c) this Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid and binding agreement obligation of such Party that is enforceable against it in accordance with its terms; (c) it is not a party to any agreement that would prevent it from granting the rights granted to the other Party under this Agreement or performing its obligations under the Agreement; and (d) all All consents, approvals and authorizations authorization from all governmental authorities Governmental Authorities or other Third Parties required to be obtained by such party Party in connection with the execution and delivery of this Agreement have been obtained; (e) the execution and delivery of this Agreement and all other instruments and documents required to be executed pursuant to this Agreement, and the consummation of the transactions contemplated hereby, do not and shall not: (i) conflict with or result in a breach of any provision of its organizational documents, (ii) result in a breach of any agreement to which it is a party that would impair the performance of its obligations hereunder; or (iii) violate any applicable law; and (f) it shall comply with all applicable laws in connection with this Agreement.

Representations and Warranties of Each Party. Each party Notwithstanding the first sentence of Section 9.1, each Party hereby represents and warrants to the other party thatParty as follows: (ai) it is a corporation or entity duly organized, organized and validly existing, and in good standing existing under the laws of its the state or other jurisdiction of its incorporation or formation; (bii) the execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate action and does not require any shareholder action or approval; (iii) it has full corporate the power and authority to executeexecute and deliver this Agreement and to perform its obligations hereunder; and, (iv) the execution, deliver, delivery and perform under this Agreement, and has taken all corporate action required performance by applicable law and its organizational documents to authorize the execution and delivery such Party of this Agreement and the consummation of the transactions contemplated by this Agreement; (c) this Agreement constitutes a valid and binding agreement enforceable against it in accordance with its terms; (d) all consents, approvals and authorizations from all governmental authorities or other Third Parties required to be obtained by such party in connection compliance with the execution terms and delivery of this Agreement have been obtained; (e) the execution and delivery of this Agreement and all other instruments and documents required to be executed pursuant to this Agreement, and the consummation of the transactions contemplated hereby, do provisions hereof does not and shall not: (i) will not conflict with or result in a breach of any provision of the terms and provisions of or constitute a default under (i) the provisions of its organizational documents, charter or operative documents or bylaws; (ii) result in a breach any order, writ, injunction or decree of any agreement to court or governmental authority entered against it or by which it is a party that would impair the performance any of its obligations hereunderproperty is bound; or (iii) violate violate, breach, cause a default under, or otherwise give rise to a right of termination, cancellation or acceleration with respect to (presently with the giving of nonce, or the passage or time) any applicable law; and (f) it shall comply with all applicable laws in connection with this Agreementagreement to which such Party or any of its Affiliates is a party, or by which any of us assets are bound.

Representations and Warranties of Each Party. Each party Party represents and warrants to the other party Party as of the Effective Date that: (a) 9.1.1 it is a company or corporation duly organized, validly existing, and in good standing under the laws of its the jurisdiction of formation; (b) in which it is incorporated, and has full corporate power and authority and the legal right to execute, deliver, own and perform under 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; 9.1.2 (i) it has the corporate power and authority and the legal right to enter into this Agreement and perform its obligations hereunder; (ii) it has taken all necessary corporate action on its part required by applicable law and its organizational documents to authorize the execution and delivery of this Agreement and the consummation performance of the transactions contemplated by this Agreement; its obligations hereunder; and (ciii) this Agreement has been duly executed and delivered on behalf of such Party, and constitutes a valid legal, valid, and binding agreement obligation of such Party that is enforceable against it in accordance with its terms, subject to the general principles of equity and subject to bankruptcy, insolvency, moratorium, judicial principles affecting the availability of specific performance and other similar laws affecting the enforcement of creditors’ rights generally; (d) 9.1.3 it is not a party to any agreement that would prevent it from granting the rights granted to the other Party under this Agreement or performing its obligations under this Agreement; and 9.1.4 all consents, approvals and authorizations authorization from all governmental authorities or other Third Parties required to be obtained by such party Party in connection with the execution and delivery of this Agreement have been obtained; (e) the execution and delivery of this Agreement and all other instruments and documents required to be executed pursuant to this Agreement, and the consummation of the transactions contemplated hereby, do not and shall not: (i) conflict with or result in a breach of any provision of its organizational documents, (ii) result in a breach of any agreement to which it is a party that would impair the performance of its obligations hereunder; or (iii) violate any applicable law; and (f) it shall comply with all applicable laws in connection with this Agreement.

Representations and Warranties of Each Party. Each party Party represents and warrants to the other party Party as of the Effective Date that: (a) i. it is a company or corporation duly organized, validly existing, and in good standing under the laws of its the jurisdiction of formation; (b) in which it is incorporated, and has full corporate power and authority and the legal right to execute, deliver, own and perform under 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; ii. it has the corporate power and authority and the legal right to enter into this Agreement and perform its obligations hereunder, (ii) it has taken all necessary corporate action on its part required by applicable law and its organizational documents to authorize the execution and delivery of this the Agreement and the consummation performance of its obligations hereunder, and (iii) the transactions contemplated by this Agreement; (c) this Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid and binding agreement obligation of such Party that is enforceable against it in accordance with its terms; (d) iii. it is not a party to any agreement that would prevent it from granting the rights granted to the other Party under this Agreement or performing its obligations under the Agreement; and iv. all consents, approvals and authorizations authorization from all governmental authorities Governmental Authorities or other Third Parties required to be obtained by such party Party in connection with the execution and delivery of this Agreement have been obtained; (e) the execution and delivery of this Agreement and all other instruments and documents required to be executed pursuant to this Agreement, and the consummation of the transactions contemplated hereby, do not and shall not: (i) conflict with or result in a breach of any provision of its organizational documents, (ii) result in a breach of any agreement to which it is a party that would impair the performance of its obligations hereunder; or (iii) violate any applicable law; and (f) it shall comply with all applicable laws in connection with this Agreement.

Representations and Warranties of Each Party. Each party As of the Effective Date, each of Partner and Ironwood hereby represents and warrants to the other party thatParty hereto as follows: (a) it is a corporation or entity duly organized, organized and validly existing, and in good standing existing under the laws of its the state or other jurisdiction of its incorporation or formation; (b) it has full corporate power the execution, delivery and authority to execute, deliver, and perform under this Agreement, and has taken all corporate action required by applicable law and its organizational documents to authorize the execution and delivery performance of this Agreement by such Party has been duly authorized by all requisite corporate action and the consummation of the transactions contemplated by this Agreementdoes not require any shareholder action or approval; (c) it has the power and authority to execute and deliver this Agreement constitutes a valid and binding agreement enforceable against it in accordance with to perform its termsobligations hereunder; (d) all consentsthe execution, approvals delivery and authorizations from all governmental authorities or other Third Parties required to be obtained performance by such party in connection with the execution and delivery of this Agreement have been obtained; (e) the execution and delivery Party of this Agreement and all other instruments its compliance with the terms and documents required to be executed pursuant to this Agreement, and the consummation of the transactions contemplated hereby, do provisions does not and shall not: (i) may not conflict with or result in a breach of any provision of the terms and provisions of or constitute a default under (i) a loan agreement, guaranty, [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. financing agreement, agreement affecting a product or other agreement or instrument binding or affecting it or its organizational documents, property; (ii) result in a breach of any agreement to which it is a party that would impair the performance provisions of its obligations hereundercharter or operative documents or bylaws; or (iii) violate any applicable laworder, writ, injunction or decree of any court or governmental authority entered against it or by which any of its property is bound; and (fe) it shall comply with has the full right, power and authority to grant all applicable laws of the right, title and interest in connection with the licenses granted to the other Party under this Agreement.

Representations and Warranties of Each Party. Each party of Seller and Buyer severally represents at execution of this Agreement, and warrants with respect to the other party each Delivery, that: (a) it is a corporation duly organizedformed, validly existing, and in good standing under the laws of its the jurisdiction of formationits organization; (b) it has full corporate power and authority to executepower, deliverauthority, and legal right to enter into and perform under this AgreementAgreement and the transactions herein described; (c) its execution, delivery, and has taken all corporate action required by applicable law and its organizational documents to authorize the execution and delivery performance of this Agreement and the consummation of the transactions contemplated herein described have been duly authorized by this Agreement; (c) this Agreement constitutes a valid all necessary action on its part, and binding agreement enforceable against it in accordance with its termsdo not require any approvals or consents except such approvals and consents as have heretofore been duly obtained; (d) all consentsits execution, approvals delivery, and authorizations from all governmental authorities or other Third Parties required to be obtained by such party in connection with the execution and delivery of this Agreement have been obtained; (e) the execution and delivery performance of this Agreement and all other instruments and documents required to be executed pursuant to this Agreement, and the consummation of the transactions contemplated hereby, herein described do not and shall not: (i) conflict with contravene any law binding on it or result in a breach of any provision of its organizational documents, (ii) result in a breach of contravene any agreement to which it is a party that would impair the performance of or by which it is bound; (e) it is not a party to any agreement or instrument or subject to any charter or other restriction which will materially adversely affect its ability to perform its obligations hereunder; or (iii) violate any applicable lawunder this Agreement and the agreements herein described; and (f) this Agreement constitutes its legal, valid, and binding obligation, enforceable against it shall comply in accordance with all applicable laws in connection with this Agreementthe terms hereof.

Representations and Warranties of Each Party. Each party As of the Effective Date, each of Astellas and Ironwood hereby represents and warrants to the other party thatParty hereto as follows: (a) it is a corporation or entity duly organized, organized and validly existing, and in good standing existing under the laws of its the state or other jurisdiction of its incorporation or formation; (b) it has full corporate power the execution, delivery and authority to execute, deliver, and perform under this Agreement, and has taken all corporate action required by applicable law and its organizational documents to authorize the execution and delivery performance of this Agreement by such Party has been duly authorized by all requisite corporate action and the consummation of the transactions contemplated by this Agreementdoes not require any shareholder action or approval; (c) it has the power and authority to execute and deliver this Agreement constitutes a valid and binding agreement enforceable against it in accordance with to perform its termsobligations hereunder; (d) all consentsthe execution, approvals delivery and authorizations from all governmental authorities or other Third Parties required to be obtained performance by such party in connection with the execution and delivery of this Agreement have been obtained; (e) the execution and delivery Party of this Agreement and all other instruments its compliance with the terms and documents required to be executed pursuant to this Agreement, and the consummation of the transactions contemplated hereby, do provisions does not and shall not: (i) may not conflict with or result in a breach of any provision 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 organizational documents, property; (ii) result in a breach the provisions of its charter or operative documents or bylaws; (iii) any order, writ, injunction or decree of any agreement to court or governmental authority entered against it or by which it is a party that would impair the performance any of its obligations hereunderproperty is bound; or (iiiiv) violate any applicable lawother agreement with any Third Party; and (fe) it shall comply with has the full right, power and authority to grant all applicable laws of the right, title and interest in connection with the licenses granted to the other Party under this Agreement. [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission.

Representations and Warranties of Each Party. Each party Party hereby represents and warrants to the other party that: that (a) it is a corporation duly organized, validly existing, and in good standing under has the laws of its jurisdiction of formation; (b) it has full corporate power and authority to execute, deliver, and perform under this Agreement, and has taken all corporate action required by applicable law and its organizational documents to authorize the execution and delivery of enter into this Agreement and the consummation of the transactions contemplated by this Agreement; to perform its obligations hereunder, (cb) this Agreement constitutes has been duly executed and delivered and represents a legal and valid obligation, binding upon and binding agreement enforceable against it in accordance with its terms; , except as such enforceability may be limited by (di) all consentsapplicable bankruptcy, approvals insolvency, reorganization, moratorium or similar law affecting creditor’s rights generally, or (ii) general principles of equity, whether considered in a proceeding in equity or at law, (c) the execution, delivery and authorizations from all governmental authorities or other Third Parties required to be obtained by such party in connection with the execution and delivery performance of this Agreement have been obtained; (e) the execution and delivery of this Agreement and all other instruments and documents required to be executed pursuant to this Agreement, and the consummation of the transactions contemplated hereby, do by it does not and shall not: (i) conflict with any agreement, instrument or result in a breach of any provision of its organizational documentsunderstanding, (ii) result in a breach of any agreement oral or written, to which it is a party that or by which it is bound, (d) the execution of this Agreement by each Party, and its performance by such Party in accordance with its terms, does not and would impair the performance of its obligations hereunder; or (iii) not violate any applicable law; and law or regulation of any court, governmental body or administrative or other agency within the jurisdiction to which such Party is currently subject as of the date hereof, and (fe) all necessary consent, approvals and authorizations of any governmental authorities and third parties required to be obtained by it shall comply with all applicable laws in connection with this AgreementAgreement have been obtained. These are in addition to the various warranties set forth on Exhibit A hereto.

Representations and Warranties of Each Party. Each party Party represents and warrants to the other party Party as of the Effective Date that: (a) it is a company or corporation duly organized, validly existing, and in good standing under the laws of its the jurisdiction of formation; (b) in which it is incorporated, and has full corporate power and authority and the legal right to execute, deliver, own and perform under 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; 231245765 v3 (b) (i) it has the corporate power and authority and the legal right to enter into this Agreement and perform its obligations hereunder; (ii) it has taken all necessary corporate action on its part required by applicable law and its organizational documents to authorize the execution and delivery of this Agreement and the consummation performance of the transactions contemplated by this Agreement; its obligations hereunder; and (ciii) this Agreement has been duly executed and delivered on behalf of such Party, and constitutes a valid legal, valid, and binding agreement obligation of such Party that is enforceable against it in accordance with its terms; (c) it is not a party to any agreement that would prevent it from granting the rights granted to the other Party under this Agreement or performing its obligations under this Agreement; and (d) all consents, approvals and authorizations authorization from all governmental authorities Governmental Authorities or other Third Parties required to be obtained by such party Party in connection with the execution and delivery of this Agreement have been obtained; (e) the execution and delivery of this Agreement and all other instruments and documents required to be executed pursuant to this Agreement, and the consummation of the transactions contemplated hereby, do not and shall not: (i) conflict with or result in a breach of any provision of its organizational documents, (ii) result in a breach of any agreement to which it is a party that would impair the performance of its obligations hereunder; or (iii) violate any applicable law; and (f) it shall comply with all applicable laws in connection with this Agreement.

Representations and Warranties of Each Party. Each party Party represents and warrants to the other party Party as of the Effective Date that: (a) it is a company or corporation duly organized, validly existing, and in good standing under the laws of its the jurisdiction of formation; (b) in which it is incorporated, and has full corporate power and authority and the legal right to execute, deliver, own and perform under 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; [***] = CERTAIN CONFIDENTIAL INFORMATION OMITTED (b) (i) it has the corporate power and authority and the legal right to enter into this Agreement and perform its obligations hereunder; (ii) it has taken all necessary corporate action on its part required by applicable law and its organizational documents to authorize the execution and delivery of this Agreement and the consummation performance of the transactions contemplated by this Agreement; its obligations hereunder; and (ciii) this Agreement has been duly executed and delivered on behalf of such Party, and constitutes a valid legal, valid, and binding agreement obligation of such Party that is enforceable against it in accordance with its terms; (c) it is not a party to any agreement that would prevent it from granting the rights granted to the other Party under this Agreement or performing its obligations under this Agreement; and (d) all consents, approvals and authorizations authorization from all governmental authorities Governmental Authorities or other Third Parties required to be obtained by such party Party in connection with the execution and delivery of this Agreement have been obtained; (e) the execution and delivery of this Agreement and all other instruments and documents required to be executed pursuant to this Agreement, and the consummation of the transactions contemplated hereby, do not and shall not: (i) conflict with or result in a breach of any provision of its organizational documents, (ii) result in a breach of any agreement to which it is a party that would impair the performance of its obligations hereunder; or (iii) violate any applicable law; and (f) it shall comply with all applicable laws in connection with this Agreement.

Representations and Warranties of Each Party. Each party As of the Effective Date, each of Astellas and Ironwood hereby represents and warrants to the other party thatParty hereto as follows: (a) it is a corporation or entity duly organized, organized and validly existing, and in good standing existing under the laws of its the state or other jurisdiction of formation;its incorporation or formation; (b) the execution, delivery and performance of this Agreement by such Party has been duly authorized by all requisite corporate action and does not require any shareholder action or approval; (c) it has full corporate the power and authority to executeexecute and deliver this Agreement and to perform its obligations hereunder; (d) the execution, deliver, delivery and perform under this Agreement, and has taken all corporate action required performance by applicable law and its organizational documents to authorize the execution and delivery such Party of this Agreement and the consummation of the transactions contemplated by this Agreement; (c) this Agreement constitutes a valid and binding agreement enforceable against it in accordance with its terms; (d) all consents, approvals and authorizations from all governmental authorities or other Third Parties required to be obtained by such party in connection compliance with the execution terms and delivery of this Agreement have been obtained; (e) the execution and delivery of this Agreement and all other instruments and documents required to be executed pursuant to this Agreement, and the consummation of the transactions contemplated hereby, do provisions does not and shall not: (i) may not conflict with or result in a breach of any provision 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 organizational documents, property; (ii) result in a breach of any agreement to which it is a party that would impair the performance provisions of its obligations hereunder; charter or operative documents or bylaws; (iii) violate any applicable law; 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 other agreement with any Third Party; and (fe) it shall comply with has the full right, power and authority to grant all applicable laws of the right, title and interest in connection with the licenses granted to the other Party under this Agreement. [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission.

Representations and Warranties of Each Party. Each party Party represents and warrants to the other party Party as of the Effective Date that: (a) it is a company or corporation duly organized, validly existing, and in good standing under the laws of its the jurisdiction of formation; (b) in which it is incorporated, and has full corporate power and authority and the legal right to execute, deliver, own and perform under 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; (b) (i) it has the corporate power and authority and the legal right to enter into this Agreement and perform its obligations hereunder; (ii) it has taken all necessary corporate action on its part required by applicable law and its organizational documents to authorize the execution and delivery of this Agreement and the consummation performance of the transactions contemplated by this Agreement; its obligations hereunder; and (ciii) this Agreement has been duly executed and delivered on behalf of such Party, and constitutes a valid legal, valid, and binding agreement obligation of such Party that is enforceable against it in accordance with its terms; (c) it is not a party to any agreement that would prevent it from granting the rights granted to the other Party under this Agreement or performing its obligations under this Agreement; and (d) all consents, approvals and authorizations authorization from all governmental authorities Governmental Authorities or other Third Parties required to be obtained by such party Party in connection with the execution and delivery of this Agreement have been obtained; (e) the execution and delivery of this Agreement and all other instruments and documents required to be executed pursuant to this Agreement, and the consummation of the transactions contemplated hereby, do not and shall not: (i) conflict with or result in a breach of any provision of its organizational documents, (ii) result in a breach of any agreement to which it is a party that would impair the performance of its obligations hereunder; or (iii) violate any applicable law; and (f) it shall comply with all applicable laws in connection with this Agreement.

Representations and Warranties of Each Party. Each party of Syntro and Nanogen hereby represents and warrants to the other party that, as of the Effective Date,: (a) it is a corporation duly organized, organized and validly existing, and in good standing existing under the laws of its the state or other jurisdiction of incorporation or formation; (b) it has full corporate power except for the governmental and authority regulatory approvals required to executemarket Licensed Product(s) in the Territory, deliverthe execution, delivery and perform under this Agreement, and has taken all corporate action required by applicable law and its organizational documents to authorize the execution and delivery 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 consummation execution, delivery or performance of the transactions contemplated by this AgreementAgreement will not violate any law, rule or regulation applicable to such Party; (c) this Agreement constitutes a valid and binding agreement enforceable against it in accordance with its terms; (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 execution and delivery of this Agreement have been obtained; (e) the execution and delivery of this Agreement and all other instruments and documents required to be executed pursuant to this Agreement, and the consummation of the transactions contemplated hereby, do not and shall not: (i) conflict with or result in a breach of any provision of its organizational documents, (ii) result in a breach of any agreement to which it is a party that would impair the performance of its obligations hereunder; or (iii) violate any applicable law; and (f) it shall comply with all applicable material laws and regulations relating to its activities under this Agreement; (d) the individual executing this Agreement is its duly authorized representative with full power and authority to sign, bind and otherwise commit such Party to the terms and obligations of this Agreement; (e) it has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and (f) as of the date of this Agreement it is not a party to any oral or written contract or understanding with any third party that is inconsistent with this Agreement and/or its performance hereunder or that will in connection any way limit or conflict with it's ability to fulfill the terms of this Agreement and that it will not enter into any such agreement during the term of this Agreement.