Common use of Representations and Warranties of Licensee Clause in Contracts

Representations and Warranties of Licensee. Licensee hereby represents and warrants to each Shareholder as follows: Licensee has the requisite corporate power and authority to execute and deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by Licensee and constitutes a legal, valid and binding agreement of Licensee, enforceable in accordance with their terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws affecting enforcement of creditors’ rights or by general equitable principles. The execution, delivery and performance by Licensee of this Agreement and the consummation of the transactions contemplated hereby will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under any Contract to which Licensee is a party or by which Licensee is bound or to which any of the property or assets of Licensee is subject, (ii) violate any provision of the organizational documents of Licensee or (iii) violate any Law or Order applicable to Licensee or any of its properties, except, in the case of clauses (i) and (iii), as would not reasonably be expected to impair in any material respect the ability of Licensee to perform its obligations under this Agreement or prevent or materially impede, interfere with, hinder or delay the consummation of any of the transactions contemplated hereby; and no filing with or Consent, approval, authorization, Order, registration or qualification of or with any Governmental Entity, is required for the execution, delivery and performance by Licensor of its obligations under this Agreement, except for the filing of a notification and report under the HSR Act and where the failure to obtain or make any such filing, Consent, approval, authorization, Order, registration or qualification would not reasonably be expected to impair in any material respect the ability of Licensee to perform its obligations under this Agreement or prevent or materially impede, interfere with, hinder or delay the consummation of any of the transactions contemplated hereby.

Representations and Warranties of Licensee. Licensee hereby represents and warrants to each Shareholder Orion as follows: of the Effective Date: 11.2.1 Licensee has is a corporation duly incorporated, validly existing and in good standing under the requisite laws of the jurisdiction of its organization, with the corporate power and authority to execute and deliver and perform its obligations under enter into this Agreement and to consummate perform its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated herebyhereby have been duly authorized by all requisite corporate action on the part of Licensee. This Agreement has been duly authorized, executed and delivered by Licensee constitutes the valid, binding and constitutes a legalenforceable obligation of each of them, valid subject to applicable bankruptcy, reorganization, insolvency, moratorium and binding agreement other laws affecting creditors’ rights generally from time to time in effect and to general principles of Licenseeequity. 11.2.2 Licensee and its Affiliates, enforceable licensees and partners will conduct or cause their respective contractors or consultants to conduct their Development and manufacturing of Recro Products in accordance with their terms(i) applicable laws or regulations, except (ii) the standards of the relevant Regulatory Authorities, and (iii) scientific standards applicable to the conduct of such studies and activities; in each case of the country in which such studies are conducted, and to the extent that enforcement thereof may not inconsistent therewith, such laws, regulations and standards of the United States and any ICH guidelines. During the term of this Agreement, Licensee shall not, and shall cause its officers, employees and subcontractors not to, make any untrue statement of material fact to any Regulatory Authority with respect to the Recro Products, or knowingly fail to disclose a material fact required to be limited by bankruptcydisclosed to any Regulatory Authority with respect to the Recro Product. 11.2.3 Licensee is not subject to, insolvencyor bound by, fraudulent conveyanceany provision of: (a) any articles or certificates of incorporation or by-laws; (b) any mortgage, reorganizationdeed of trust, moratorium lease, note, shareholders’ agreement, bond, indenture, license, permit, trust, custodianship, or other Laws affecting enforcement instrument, agreement or restriction, or (c) any judgment, order, writ, injunction or decree or any court, governmental body, administrative agency or arbitrator, that would prevent, or be violated by, or under which there would be a default as a result of, nor is the consent of creditors’ rights or by general equitable principles. The any Third Party required for, the execution, delivery and performance by Licensee of this Agreement and the consummation of the transactions contemplated hereby will not (i) conflict with or result in a breach or violation of any of the terms or provisions ofobligations contained herein. 11.2.4 To its knowledge, or constitute a default under any Contract to which neither Licensee is a party or by which Licensee is bound or to which any of the property or assets of Licensee is subject, (ii) violate any provision of the organizational documents of Licensee or (iii) violate any Law or Order applicable to Licensee or nor any of its propertiesAffiliates has employed, exceptand Licensee and its Affiliates or Sublicensees will not knowingly employ, any personnel, and has not knowingly used and will not knowingly use in connection with a Recro Product a contractor or consultant, debarred by the case FDA (or subject to a similar sanction of clauses (i) and (iiia Regulatory Authority outside the United States), as or who is subject of an FDA debarment investigation or proceeding (or similar proceeding of a Regulatory Authority outside the United States). 11.2.5 Licensee has not entered into, and will not enter into, any agreement nor granted any third party any rights with respect to the Recro Clinical Data, Recro Grant-Back Patents, or Recro Know-How and that are inconsistent with or would not reasonably be expected to impair in any material respect limit the ability of Licensee to perform its obligations under this Agreement or prevent or materially impede, interfere with, hinder or delay the consummation of any scope of the transactions contemplated hereby; and no filing with or Consent, approval, authorization, Order, registration or qualification rights granted to Orion under Section 8.6 of or with any Governmental Entity, is required for the execution, delivery and performance by Licensor of its obligations under this Agreement, except for the filing of a notification and report under the HSR Act and where the failure to obtain or make any such filing, Consent, approval, authorization, Order, registration or qualification which would not reasonably be expected to impair in any material respect the limit Licensee’s ability of Licensee to perform its obligations under this Agreement or prevent or materially impede, interfere with, hinder or delay the consummation of any all of the transactions contemplated herebyobligations undertaken by Licensee hereunder. 11.2.6 No other warranties, express or implied, including without limitation, merchantability or fitness for any particular purpose, are made or shall be deemed to have been made by Licensee regarding Dexmedetomidine, Dexmedetomidine Products, Recro Patent Rights, Recro Clinical Data or Recro Know-How, except to the extent expressly stated in this Section 11.2 or elsewhere in writing.

Representations and Warranties of Licensee. Licensee hereby represents makes the following representations and warrants warranties to each Shareholder as follows: OMRF, which representations and warranties, together with all other representations and warranties of Licensee in this Agreement, are true and correct on the date hereof: (a) Licensee is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the all requisite corporate power and authority to execute and deliver enter into this Agreement and perform its obligations under hereunder. (b) Neither the execution or delivery of this Agreement and to consummate Agreement, nor the consummation of the transactions contemplated hereby. This Agreement has been duly authorizedherein, executed and delivered by Licensee and constitutes a legal, valid and binding agreement will (a) violate or conflict with any provision of the Certificate of Incorporation or By-laws of Licensee, enforceable as each may have been amended, (b) with or without the giving of notice or the lapse of time or both (i) result in accordance a breach of, or violate, or be in conflict with their termsor constitute a default under, except or result in the termination or cancellation of, or accelerate the performance required under, any security instrument, mortgage, note, debenture, indenture, loan, lease, contract, agreement or other instrument, to the extent that enforcement thereof which Licensee is a party or by which it or any of its properties or assets may be limited by bankruptcybound or affected, insolvencyor (ii) result in the loss or adverse modification of any lease, fraudulent conveyancefranchise, reorganization, moratorium license or other Laws affecting enforcement contractual right or other authorization granted to or otherwise held by Licensee, (c) require the consent of creditors’ rights any party to any such agreement or commitment to which Licensee is a party or by general equitable principles. The executionwhich any of its properties or assets are bound, (d) result in the creation or imposition of any lien, claim or encumbrance upon any property or assets of Licensee, (e) require any consent, approval, authorization, order, filing, registration or qualification of or with any court or governmental authority or arbitrator to which Licensee is subject or by which any of its properties or assets may be bound or affected. (c) All action to authorize the execution and delivery and performance by Licensee of this Agreement and the consummation of the transactions contemplated hereby will not herein have been duly taken, and this Agreement constitutes the valid and binding obligation of Licensee enforceable in accordance with its terms. (id) conflict with There are no claims (relating to patent infringement or result in a breach any other matters), actions, suits, proceedings, arbitrations or violation investigations pending or, to the best of any of Licensee's knowledge, threatened, against Licensee which if adversely determined would adversely affect the terms Licensed Technology (or provisions ofthe patentability thereof) or other technology practiced by Licensee, or constitute a default under any Contract Licensee's ability to which Licensee is a party enter into or by which Licensee is bound or to which any of the property or assets of Licensee is subject, (ii) violate any provision of the organizational documents of Licensee or (iii) violate any Law or Order applicable to Licensee or any of its properties, except, in the case of clauses (i) and (iii), as would not reasonably be expected to impair in any material respect the ability of Licensee to perform its obligations under carry out this Agreement or prevent use or materially impede, interfere with, hinder or delay the consummation of any of the transactions contemplated hereby; and no filing with or Consent, approval, authorization, Order, registration or qualification of or with any Governmental Entity, is required for the execution, delivery and performance by Licensor of its obligations under this Agreement, except for the filing of a notification and report under the HSR Act and where the failure to obtain or make any such filing, Consent, approval, authorization, Order, registration or qualification would not reasonably be expected to impair in any material respect the ability of Licensee to perform its obligations under this Agreement or prevent or materially impede, interfere with, hinder or delay the consummation of any of the transactions contemplated herebylicense Licensed Technology.

Representations and Warranties of Licensee. Licensee hereby represents makes the following representations and warrants warranties to each Shareholder as follows: Licensors, which representations and warranties, together with all other representations and warranties of Licensee in this Agreement, are true and correct on the date hereof; (a) Licensee is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the all requisite corporate power and authority to execute and deliver enter into this Agreement and perform its obligations under hereunder. (b) Neither the execution or delivery of this Agreement and to consummate Agreement, nor the consummation of the transactions contemplated hereby. This Agreement has been duly authorizedherein, executed and delivered by Licensee and constitutes a legal, valid and binding agreement will (a) violate or conflict with any provision of the Certificate of Incorporation or By-laws of Licensee, enforceable as each may have been amended; (b) with or without the giving of notice or the lapse of time or both (i) result in accordance a breach of, or violate, or be in conflict with their termsor constitute a default under or result in the termination or cancellation of, except or accelerate the performance required under, any security instrument, mortgage, note, debenture, indenture, loan, lease, contract, agreement or other instrument, to the extent that enforcement thereof which Licensee is a party or by which it or any of its properties or assets may be limited by bankruptcybound or affected, insolvencyor (ii) result in the loss or adverse modification of any lease, fraudulent conveyancefranchise, reorganization, moratorium license or other Laws affecting enforcement contractual right or other authorization granted to or otherwise held by Licensee; (c) require the consent of creditors’ rights any party to any such agreement or commitment to which Licensee is a party or by general equitable principles. The executionwhich any of its properties or assets are bound; (d) result in the creation or imposition of any lien, claim or encumbrance upon any property or assets of Licensee; or (e) require any consent, approval, authorization, order, filing, registration or qualification of or with any court or governmental authority or arbitrator to which Licensee is subject or by which any of its properties or assets may be bound or affected. (c) All actions to authorize the execution and delivery and performance by Licensee of this Agreement and the consummation of the transactions contemplated hereby will not herein have been duly taken, and this Agreement constitutes the valid and binding obligation of Licensee enforceable in accordance with its terms. (id) conflict with There are no claims (relating to patent infringement or result in a breach any other matters), actions, suits, proceedings, arbitrations or violation investigations pending or, to the best of any of Licensee’s knowledge, threatened, against Licensee which if adversely determined would adversely affect the terms Licensed Technology (or provisions ofthe patentability thereof) or other technology practiced by Licensee, or constitute a default under any Contract Licensee’s ability to which Licensee is a party enter into or by which Licensee is bound or to which any of the property or assets of Licensee is subject, (ii) violate any provision of the organizational documents of Licensee or (iii) violate any Law or Order applicable to Licensee or any of its properties, except, in the case of clauses (i) and (iii), as would not reasonably be expected to impair in any material respect the ability of Licensee to perform its obligations under carry out this Agreement or prevent use or materially impede, interfere with, hinder or delay the consummation of any of the transactions contemplated hereby; and no filing with or Consent, approval, authorization, Order, registration or qualification of or with any Governmental Entity, is required for the execution, delivery and performance by Licensor of its obligations under this Agreement, except for the filing of a notification and report under the HSR Act and where the failure to obtain or make any such filing, Consent, approval, authorization, Order, registration or qualification would not reasonably be expected to impair in any material respect the ability of Licensee to perform its obligations under this Agreement or prevent or materially impede, interfere with, hinder or delay the consummation of any of the transactions contemplated herebylicense Licensed Technology.

Representations and Warranties of Licensee. Licensee LICENSEE hereby represents and warrants to each Shareholder MSK that: (a) All corporate action on the part of LICENSEE, its officers, directors and shareholders necessary for the authorization of this Agreement, the performance of all obligations of LICENSEE hereunder has been taken. This Agreement, when executed and delivered, will be valid and binding obligation of LICENSEE enforceable in accordance with its terms, except (a) as follows: Licensee limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights, and (b) general principles of equity that restrict the availability of equitable remedies. (b) LICENSEE is not a party to any actions, suits, or proceedings pending or, to Licensee's knowledge, threatened against or affecting LICENSEE, its officers or directors in their capacity as such or its properties in any court or before any governmental or administrative agency, which would reasonably be expected to have a material adverse effect on the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, LICENSEE hereby represents and warrants to MSK that as of the Restatement Effective Date, the execution and performance of LICENSEE’s obligations under this Agreement does not conflict with, cause a default under, or violate any existing contractual obligation that may be owed by LICENSEE to any third party. (c) LICENSEE hereby represents, warrants and covenants to MSK that Licensed Products shall be manufactured in all material respects in accordance with applicable federal, state and local laws, rules and regulations, including, without limitation, in all material respects in accordance with all applicable rules and regulations of the FDA (d) LICENSEE hereby represents and warrants to MSK that it is a corporation duly organized, validly existing and in good standing and has the all requisite corporate power and authority to own and operate its properties and assets, to execute and deliver and perform its obligations under this Agreement, to carry out the provisions of this Agreement and to consummate carry on its business as presently conducted. Licensee is duly qualified to do business and is in good standing as a foreign corporation in all jurisdictions in which the transactions contemplated hereby. This Agreement has been duly authorized, executed nature of its activities and delivered by Licensee of its properties (both owned and constitutes a legal, valid and binding agreement of Licensee, enforceable in accordance with their termsleased) makes such qualification necessary, except for those jurisdictions in which failure to the extent that enforcement thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium do so would not have a material adverse effect on Licensee or other Laws affecting enforcement of creditors’ rights or by general equitable principles. its business. (e) The execution, delivery and performance by Licensee of Consideration Shares issued to MSK pursuant to this Agreement have been, or will be, fully authorized and validly issued, fully paid and non-assessable, and assuming the consummation accuracy of the transactions contemplated hereby will not (i) conflict with or result representations and warranties being made by MSK in a breach or violation of any of the terms or provisions of, or constitute a default under any Contract to which Licensee is a party or by which Licensee is bound or to which any of the property or assets of Licensee is subject, (ii) violate any provision of the organizational documents of Licensee or (iii) violate any Law or Order applicable to Licensee or any of its properties, except, in the case of clauses (i) and (iii), as would not reasonably be expected to impair in any material respect the ability of Licensee to perform its obligations under this Agreement or prevent or materially impede, interfere with, hinder or delay the consummation of any of the transactions contemplated hereby; and no filing with or Consent, approval, authorization, Order, registration or qualification of or with any Governmental Entity, is required for the execution, delivery and performance by Licensor of its obligations under this Agreement, except for the filing of a notification issued in compliance with all applicable federal and report under the HSR Act and where the failure to obtain or make any such filing, Consent, approval, authorization, Order, registration or qualification would not reasonably be expected to impair in any material respect the ability of Licensee to perform its obligations under this Agreement or prevent or materially impede, interfere with, hinder or delay the consummation of any of the transactions contemplated herebystate securities laws.

Representations and Warranties of Licensee. Licensee hereby represents and warrants to each Shareholder Kosan as follows: of the Effective Date that: (a) Licensee has is a corporation duly incorporated, validly existing and in good standing under the requisite laws of the jurisdiction of its organization, with the corporate power and authority to execute and deliver and perform its obligations under enter into this Agreement and to consummate perform its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated herebyhereby have been duly authorized by all requisite corporate action on the part of Licensee. This Agreement has been duly authorized, executed and delivered by Licensee constitutes the valid, binding and constitutes a legalenforceable obligation of each of them, valid and binding agreement of Licenseesubject to applicable bankruptcy, enforceable in accordance with their terms, except to the extent that enforcement thereof may be limited by bankruptcyreorganization, insolvency, fraudulent conveyance, reorganization, moratorium or and other Laws laws affecting enforcement of creditors’ rights generally from time to time in effect and to general principles of equity. (b) Licensee is not subject to, or by general equitable principles. The bound by, any provision of: (i) any articles or certificates of incorporation or by-laws; CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (ii) any mortgage, deed of trust, lease, note, shareholders’ agreement, bond, indenture, license, permit, trust, custodianship, or other instrument, agreement or restriction, or (iii) any judgment, order, writ, injunction or decree or any court, governmental body, administrative agency or arbitrator, that would prevent, or be violated by, or under which there would be a default as a result of, nor is the consent of any Third Party required for, the execution, delivery and performance by Licensee of this Agreement and the consummation of the transactions contemplated hereby will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under any Contract to which Licensee is a party or by which Licensee is bound or to which any of the property or assets of Licensee is subject, (ii) violate any provision of the organizational documents of Licensee or (iii) violate any Law or Order applicable to Licensee or any of its properties, except, in the case of clauses (i) and (iii), as would not reasonably be expected to impair in any material respect the ability of Licensee to perform its obligations under this Agreement or prevent or materially impede, interfere with, hinder or delay the consummation of any of the transactions contemplated hereby; and no filing with or Consent, approval, authorization, Order, registration or qualification of or with any Governmental Entity, is required for the execution, delivery and performance by Licensor of its obligations under this Agreement, except for the filing of a notification and report under the HSR Act and where the failure to obtain or make any such filing, Consent, approval, authorization, Order, registration or qualification would not reasonably be expected to impair in any material respect the ability of Licensee to perform its obligations under this Agreement or prevent or materially impede, interfere with, hinder or delay the consummation of any of the transactions contemplated herebycontained herein.