Common use of REPRESENTATIONS AND WARRANTIES OF MEDTRONIC Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF MEDTRONIC. Medtronic represents and warrants to the Company as follows: 5.1 PURCHASE OF SHARES. Medtronic is an "accredited investor" within the meaning of Rule 501 under the Securities Act and was not organized for the specific purpose of acquiring the Purchased Shares. Medtronic has sufficient knowledge and experience in investing in companies similar to the Company in terms of the Company's stage of development so as to be able to evaluate the risks and merits of Medtronic's investment in the Company, and Medtronic is able financially to bear the risks thereof. Medtronic has had an opportunity to discuss the Company's business, management, and financial affairs with the Company's management. The Purchased Shares are being acquired for Medtronic's own account for the purpose of investment and not with a view to or for sale in connection with any distribution thereof. Medtronic understands that (i) the Purchased Shares have not been registered under the Securities Act by reason of their issuance in a transaction exempt from the registration requirements of the Securities Act pursuant to Section 4(2) thereof or Rule 505 or 506 promulgated under the Securities Act, (ii) the Purchased Shares must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration, (iii) the Purchased Shares will bear a legend to such effect, and (iv) the Company will make a notation on its transfer books to such effect.

REPRESENTATIONS AND WARRANTIES OF MEDTRONIC. Medtronic represents and warrants to the Company as follows: 5.1 PURCHASE OF SHARES. Medtronic is an "accredited investor" within the meaning of Rule 501 under the Securities Act and was not organized for the specific purpose of acquiring the Purchased Shares. Medtronic has sufficient knowledge and experience in investing in companies similar to the Company in terms of the Company's stage of development so as to be able to evaluate the risks and merits of Medtronic's investment in the Company, Company and Medtronic is able financially to bear the risks thereof. Medtronic has had an opportunity to discuss the Company's business, management, management and financial affairs with the Company's management. The Purchased Shares are being acquired for Medtronic's own account for the purpose of investment and not with a view to or for sale in connection with any distribution thereof. Medtronic understands that (i) the Purchased Shares have not been registered under the Securities Act by reason of their issuance in a transaction exempt from the registration requirements of the Securities Act pursuant to Section 4(2) thereof or Rule 505 or 506 promulgated under the Securities Act, (ii) the Purchased Shares must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration, (iii) the Purchased Shares will bear a legend to such effect, effect and (iv) the Company will make a notation on its transfer books to such effect.