Common use of Representations and Warranties of GSK Clause in Contracts

Representations and Warranties of GSK. GSK hereby represents and warrants to Amicus, as of the Second Restated Effective Date, as follows: 12.2.1 It has the full right, power and authority to enter into this Agreement and to grant the licenses to Amicus as purported to be granted pursuant to this Agreement. No rights from JCR (including any GSK In-Licensed Background ERT IP) are necessary to grant to Amicus the rights and licenses as purported to be granted pursuant to this Agreement. 12.2.2 It has not previously granted any right, license or interest in or to the Co-Formulation Product IP that is in conflict with the rights or licenses granted to Amicus under this Agreement. Except as otherwise may have been disclosed by GSK to Amicus prior the Second Restated Effective Date, GSK has not received written notice from any Third Party that (a) the manufacture, sale, importation or use of JR051, as JR051 exists as of the Second Restated Effective Date, as incorporated into a Co-Formulation Product as contemplated immediately prior to the Second Restated Effective Date, infringes or misappropriates any Third Party rights. 12.2.3 As of the Second Restated Effective Date, GSK has a license from JCR to provide to Amicus the supply of JR051 or JR051 as incorporated into a Co-Formulation Product as set forth herein. 12.2.4 To GSK’s knowledge, there are no investigations, inquiries, actions or other proceedings pending before any Regulatory Authority in the Territory with respect to the Co-Formulation Product(s), including JR051, as JR051 exists as of the Second Restated Effective Date, and GSK has not received written notice threatening any such investigation, inquiry, action or other proceeding. 12.2.5 The Development of the Co-Formulation Product(s), including JR051, as JR051 exists as of the Second Restated Effective Date, by or on behalf of GSK (and excluding any such Development by or on behalf of Amicus) has been, to the knowledge of GSK, conducted in compliance in all material respects with all applicable Laws; and GSK has no knowledge that any of ****** - Material has been omitted and filed separately with the Commission. its Affiliates or Third Party collaborators or contractors has developed the Co-Formulation Product(s), including JR051, as JR051 exists as of the Second Restated Effective Date, in a manner that does not comply in all material respects with all applicable Laws. 12.2.6 There are no agreements to which GSK or its Affiliate is a party, to GSK’s knowledge, that would prevent GSK from materially performing its obligations under this Agreement, and there are no agreements to which GSK or its Affiliate is a party that would prevent Amicus from exercising the rights under and in accordance with the licenses granted by GSK to Amicus herein. 12.2.7 None of the information disclosed or statements made by GSK in connection with the First Restated Agreement or this Agreement relating to JR051, as JR051 exists as of the First Restated Effective Date or Second Restated Effective Date, respectively, and/or to GSK’s relationship with JCR as it relates to GSK’s right to supply to Amicus JR051 or JR051 as incorporated into a Co-Formulation Product as set forth herein, contain any untrue statement of a material fact or omitted to state any material fact that would adversely affect Amicus’ rights and licenses under this Agreement or, to GSK’s knowledge, would be material to Amicus’ decision to enter into this Agreement and to undertake the commitments and obligations set forth herein. 12.2.8 To GSK’s knowledge as of the Second Restated Effective Date, no material data or other material information exists concerning JR051, as JR051 exists as of the Second Restated Effective Date, that has not been disclosed by GSK to Amicus and that would adversely affect Amicus’ rights and licenses under this Agreement or, to GSK’s knowledge, would be material to Amicus’ decision to enter into this Agreement and to undertake the commitments and obligations set forth herein.

Representations and Warranties of GSK. GSK hereby represents and warrants to Amicus, as of the Second Restated Effective Date, as follows: 12.2.1 It 12.1. 1It has the full right, power and authority to enter into this Agreement and to grant the licenses to Amicus as purported to be granted pursuant to this Agreement. No rights from JCR (including any GSK In-Licensed Background ERT IP) are necessary to grant to Amicus the rights and licenses as purported to be granted pursuant to this Agreement. 12.2.2 It 12.1. 2It has not previously granted any right, license or interest in or to the Co-Co- Formulation Product IP that is in conflict with the rights or licenses granted to Amicus under this Agreement. Except as otherwise may have been disclosed by GSK to Amicus prior the Second Restated Effective Date, GSK has not received written notice from any Third Party that (a) the manufacture, sale, importation or use of JR051, as JR051 exists as of the Second Restated Effective Date, as incorporated into a Co-Formulation Product as contemplated immediately prior to the Second Restated Effective Date, infringes or misappropriates any Third Party rights. 12.2.3 As 12.1. 3As of the Second Restated Effective Date, GSK has a license from JCR to provide to Amicus the supply of JR051 or JR051 as incorporated into a Co-Formulation Product as set forth herein. 12.2.4 To 12.1. 4To GSK’s knowledge, there are no investigations, inquiries, actions or other proceedings pending before any Regulatory Authority in the Territory with respect to the Co-Co- Formulation Product(s), including JR051, as JR051 exists as of the Second Restated Effective Date, and GSK has not received written notice threatening any such investigation, inquiry, action or other proceeding. 12.2.5 The 12.1. 5The Development of the Co-Formulation Product(s), including JR051, as JR051 exists as of the Second Restated Effective Date, by or on behalf of GSK (and excluding any such Development by or on behalf of Amicus) has been, to the knowledge of GSK, conducted in compliance in all material respects with all applicable Laws; and GSK has no knowledge that any of ****** - Material has been omitted and filed separately with the Commission. its Affiliates or Third Party collaborators or contractors has developed the Co-Formulation Product(s), including JR051, as JR051 exists as of the Second Restated Effective Date, in a manner that does not comply in all material respects with all applicable Laws. 12.2.6 There 12.1. 6There are no agreements to which GSK or its Affiliate is a party, to GSK’s knowledge, that would prevent GSK from materially performing its obligations under this Agreement, and there are no agreements to which GSK or its Affiliate is a party that would prevent Amicus from exercising the rights under and in accordance with the licenses granted by GSK to Amicus herein. 12.2.7 None 12.1. 7None of the information disclosed or statements made by GSK in connection with the First Restated Agreement or this Agreement relating to JR051, as JR051 exists as of the First Restated Effective Date or Second Restated Effective Date, respectively, and/or to GSK’s relationship with JCR as it relates to GSK’s right to supply to Amicus JR051 or JR051 as incorporated into a Co-Formulation Product as set forth herein, contain any untrue statement of a material fact or omitted to state any material fact that would adversely affect Amicus’ rights and licenses under this Agreement or, to GSK’s knowledge, would be material to AmicusXxxxxx’ decision to enter into this Agreement and to undertake the commitments and obligations set forth herein. 12.2.8 To 12.1. 8To GSK’s knowledge as of the Second Restated Effective Date, no material data or other material information exists concerning JR051, as JR051 exists as of the Second Restated Effective Date, that has not been disclosed by GSK to Amicus and that would adversely affect Amicus’ rights and licenses under this Agreement or, to GSK’s knowledge, would be material to Amicus’ decision to enter into this Agreement and to undertake the commitments and obligations set forth herein.

Representations and Warranties of GSK. GSK hereby represents and warrants to Amicus, as of the Second Restated Restatement Effective Date, as follows: 12.2.1 9.3.1 It has the full right, power and authority to enter into this Agreement and to grant the licenses to Amicus as purported to be granted pursuant to this Agreement. No . 9.3.2 It has all necessary rights from JCR (including any and sufficient legal or beneficial title in the Co-Formulation Product IP and the GSK In-Licensed Background ERT IP) are necessary IP to grant to Amicus the rights and licenses as purported to be granted pursuant to this Agreement. 12.2.2 9.3.3 It has not previously granted any right, license or interest in or to the Co-Formulation Product IP or GSK In-Licensed Background ERT IP that is in conflict with the rights or licenses granted to Amicus under this Agreement. ****** - Material has been omitted and filed separately with the Commission. 9.3.4 Except as otherwise may have been disclosed by GSK to Amicus prior the Second Restated Restatement Effective Date, ******. 9.3.5 To GSK’s knowledge, ******. 9.3.6 As of the Restatement Effective Date, GSK has not received written notice acquired, by assignment or license, from any Third Party JCR and included in the licenses granted to Amicus under Article II herein all JCR intellectual property that (a) is necessary for Amicus to conduct the manufacture, sale, importation or use Development activities allocated to Amicus under the Co-Formulation Development Plan for the Development of JR051, as JR051 exists as of the Second Restated Effective Date, as incorporated into a Co-Formulation Product as contemplated immediately prior and/or to the Second Restated Effective Date, infringes or misappropriates any Third Party rights. 12.2.3 As of the Second Restated Effective Date, GSK has a license from JCR exercise Amicus’ rights to provide to Amicus the supply of JR051 or JR051 as incorporated into Commercialize a Co-Formulation Product as set forth herein. 12.2.4 9.3.7 To GSK’s knowledge, there are no investigations, inquiries, actions or other proceedings pending before any Regulatory Authority in the Amicus Territory with respect to the Co-Formulation Product(s), including JR051, as JR051 exists as of the Second Restated Restatement Effective Date, and GSK has not received written notice threatening any such investigation, inquiry, action or other proceeding. 12.2.5 9.3.8 The Development of the Co-Formulation Product(s), including JR051, as JR051 exists as of the Second Restated Restatement Effective Date, by or on behalf of GSK (and excluding any such Development by or on behalf of Amicus) has been, to the knowledge of GSK, conducted in compliance in all material respects with all applicable Laws; and GSK has no knowledge that any of ****** - Material has been omitted and filed separately with the Commission. its Affiliates or Third Party collaborators or contractors has developed the Co-Formulation Product(s), including JR051, as JR051 exists as of the Second Restated Restatement Effective Date, in a manner that does not comply in all material respects with all applicable Laws. 12.2.6 9.3.9 There are no other agreements to which GSK or its Affiliate is a partyparty or, to GSK’s knowledge, that would prevent GSK from materially performing its obligations under this Agreement, and there are no agreements to which GSK Agreement or its Affiliate is a party that would prevent Amicus from exercising the rights under and in accordance with the licenses granted by GSK to Amicus herein. 12.2.7 None of the information disclosed or statements made by GSK in connection with the First Restated Agreement or this Agreement relating to JR051, as JR051 exists as of the First Restated Effective Date or Second Restated Effective Date, respectively, and/or to GSK’s relationship with JCR as it relates to GSK’s right to supply to Amicus JR051 or JR051 as incorporated into a Co-Formulation Product as set forth herein, contain any untrue statement of a material fact or omitted to state any material fact that would adversely affect Amicus’ rights and licenses under this Agreement or, to GSK’s knowledge, would be material to Amicus’ decision to enter into this Agreement and to undertake the commitments and obligations set forth herein. 12.2.8 To GSK’s knowledge as of the Second Restated Effective Date, no material data or other material information exists concerning JR051, as JR051 exists as of the Second Restated Effective Date, that has not been disclosed by GSK to Amicus and that would adversely affect Amicus’ rights and licenses under this Agreement or, to GSK’s knowledge, would be material to Amicus’ decision to enter into this Agreement and to undertake the commitments and obligations set forth herein.

Representations and Warranties of GSK. 3.1 GSK hereby represents and warrants to Amicus, the Company that: (i) it is an “accredited investor” as defined in Rule 501(a) promulgated under the 1933 Act; (ii) it has sufficient knowledge and experience in investing in companies similar to the Company in terms of the Second Restated Effective DateCompany’s stage of development, so as follows: 12.2.1 It has the full right, power and authority to enter into this Agreement and to grant the licenses to Amicus as purported to be granted pursuant able to this Agreement. No rights from JCR evaluate the risks and merits of its investment in the Company and it is able financially to bear the risks thereof; (including any GSK In-Licensed Background ERT IPiii) are necessary it has had an opportunity to grant discuss the Company’s business, management and financial affairs with the Company’s management; and (iv) its financial condition is such that it is able to Amicus bear the rights risk of holding the Common Shares for an indefinite period of time and licenses as purported to be granted pursuant to this Agreementcan bear the loss of the entire investment in such securities. 12.2.2 It has 3.2 This Agreement is made in reliance upon GSK’s express representations that (i) the Common Shares are being acquired for GSK’s own account (and not previously granted on behalf of any rightother person or entity) for the purpose of investment and not with a view to, license or interest for sale in connection with, the distribution thereof, nor with any present intention of distributing or selling the Common Shares or any portion thereof, (ii) GSK was not organized for the specific purpose of acquiring the Common Shares, (iii) the Common Shares will not be sold by GSK without registration under the 1933 Act or applicable state securities laws, or an exemption therefrom; (iv) GSK became interested in acquiring the Common Shares through its substantive pre-existing relationship with the Company; and (v) GSK was not solicited by the Registration Statement (it being understood that representations (iv) and (v) in this Section 3.2 shall not have any effect on GSK’s ability to rely on the representations and warranties of the Company in Section 2.16). 3.3 GSK understands that until such time as the Common Shares shall have been registered under the 1933 Act and applicable state securities laws or shall have been transferred in accordance with an opinion of counsel reasonably satisfactory to the Co-Formulation Product IP Company that such registration is not required, stop transfer instructions shall be issued to the Company’s transfer agent, if any, or, if the Company transfers its own securities, a notation shall be made in conflict the appropriate records of the Company with respect to such securities, and the rights certificate or licenses granted certificates representing such securities shall bear a restrictive legend stating that such securities have not been registered under the 1933 Act and applicable state securities laws and referring to Amicus restrictions on the transferability and sale thereof. 3.4 GSK further understands that its representations and warranties hereunder will not preclude disposition of the Common Shares without registration thereof, in compliance with Rule 144 promulgated under this Agreementthe 1933 Act (“Rule 144”). Except as otherwise may have been disclosed by GSK to Amicus prior the Second Restated Effective Dateunderstands and acknowledges, GSK has not received written notice from any Third Party however, that (ai) there is not now available, and may not be available when it wishes to sell the manufactureCommon Shares, saleor any portion thereof, importation or use of JR051, as JR051 exists as of the Second Restated Effective Date, as incorporated into a Co-Formulation Product as contemplated immediately prior to the Second Restated Effective Date, infringes or misappropriates any Third Party rights. 12.2.3 As of the Second Restated Effective Date, GSK has a license from JCR to provide to Amicus the supply of JR051 or JR051 as incorporated into a Co-Formulation Product as set forth herein. 12.2.4 To GSK’s knowledge, there are no investigations, inquiries, actions or other proceedings pending before any Regulatory Authority in the Territory adequate current public information with respect to the Co-Formulation Product(s), including JR051, as JR051 exists as Company which would permit offers or sales of such securities pursuant to Rule 144 and therefore compliance with the 1933 Act or some other exemption from the registration and prospectus delivery requirements of the Second Restated Effective Date, and GSK has not received written notice threatening 1933 Act will be required for any such investigation, inquiry, action offer or other proceeding. 12.2.5 The Development of the Co-Formulation Product(s), including JR051, as JR051 exists as of the Second Restated Effective Date, by or on behalf of GSK sale and (and excluding any such Development by or on behalf of Amicusii) has been, to the knowledge of GSK, conducted in compliance in all material respects with all applicable Laws; and GSK has no knowledge that any of ****** - Material has been omitted and filed separately with the Commission. its Affiliates or Third Party collaborators or contractors has developed the Co-Formulation Product(s), including JR051, as JR051 exists as of the Second Restated Effective Date, in a manner that does not comply in all material respects with all applicable Laws. 12.2.6 There are no agreements to which GSK or its Affiliate is a party, to GSK’s knowledge, that would prevent GSK from materially performing its obligations under this Agreement, and there are no agreements to which GSK or its Affiliate is a party that would prevent Amicus from exercising the rights under and in accordance with the licenses granted by GSK to Amicus herein. 12.2.7 None of the information disclosed or statements made by GSK in connection with the First Restated Agreement or this Agreement relating to JR051, as JR051 exists as of the First Restated Effective Date or Second Restated Effective Date, respectively, and/or to GSK’s relationship with JCR as it relates to GSK’s right to supply to Amicus JR051 or JR051 as incorporated into a Co-Formulation Product except as set forth hereinin the Investors Rights Agreement, contain any untrue statement of a material fact the Company is under no obligation to register such securities or omitted to state any material fact that would adversely affect Amicus’ rights make and licenses under this Agreement or, to GSK’s knowledge, would be material to Amicus’ decision to enter into this Agreement and to undertake the commitments and obligations set forth hereinkeep public information available. 12.2.8 To GSK’s knowledge as of the Second Restated Effective Date, no material data or other material information exists concerning JR051, as JR051 exists as of the Second Restated Effective Date, that has not been disclosed by GSK to Amicus and that would adversely affect Amicus’ rights and licenses under this Agreement or, to GSK’s knowledge, would be material to Amicus’ decision to enter into this Agreement and to undertake the commitments and obligations set forth herein.