Common use of Representations and Warranties of the Company and the Selling Stockholders Clause in Contracts

Representations and Warranties of the Company and the Selling Stockholders. A. The Company hereby represents, warrants and covenants to each Underwriter as follows: (a) The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-128629), which contains a form of prospectus to be used in connection with the public offering and sale of the Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it was declared effective by the Commission under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including any required information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A under the Securities Act, is called the “Registration Statement”. Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the “Rule 462(b) Registration Statement”, and from and after the date and time of filing of the Rule 462(b) Registration Statement, the term “Registration Statement” shall include the Rule 462(b) Registration Statement. Any preliminary prospectus included in the Registration Statement is hereinafter called a “preliminary prospectus”. The term “Prospectus” shall mean the final prospectus relating to the Shares that is first filed pursuant to Rule 424(b) after the effective date of the Registration Statement (the “Effective Date”) or, if no filing pursuant to Rule 424(b) is required, shall mean the form of final prospectus relating to the Shares included in the Registration Statement at the Effective Date. All references in this Agreement to the Registration Statement, the Rule 462(b) Registration Statement, a preliminary prospectus, the Prospectus, or any amendments or supplements to any of the foregoing, shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EXXXX”).

Representations and Warranties of the Company and the Selling Stockholders. A. (a) The Company hereby represents, represents and warrants and covenants to each Underwriter of the Underwriters as follows: (ai) The A registration statement on Form S-1 (File No. 333-180044) with respect to the Shares has been prepared by the Company has prepared in conformity in all material respects with the requirements of the Securities Act of 1933, as amended (the “Act”), and filed with the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-128629), which contains a form of prospectus to be used in connection thereunder and has been filed with the public offering and sale Commission. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting in all material respects, at the time of filing thereof, the requirements of the SharesRules and Regulations) contained therein and the exhibits and financial statements thereto, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it was declared effective by the Commission under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including together with any required information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A under the Securities Act, is called the “Registration Statement”. Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act Act, is called herein referred to as the “Rule 462(b) Registration Statement”, and from and after the date and time of filing of the Rule 462(b) Registration Statement, the term “Registration Statement,” which shall be deemed to include all information omitted therefrom in reliance upon any of Rules 430A, 430B and 430C under the Act and contained in the Prospectus referred to below, has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this Agreement. “Prospectus” means the form of prospectus first filed with the Commission pursuant to and within the time limits described in Rule 462(b424(b) Registration Statementunder the Act. Any Each preliminary prospectus included in the Registration Statement prior to the time it becomes effective is hereinafter called herein referred to as a “preliminary prospectus”. The term “Preliminary Prospectus.” shall mean the final prospectus relating to the Shares that is first filed pursuant to Rule 424(b) after the effective date of the Registration Statement (the “Effective Date”) or, if no filing pursuant to Rule 424(b) is required, shall mean the form of final prospectus relating to the Shares included in the Registration Statement at the Effective Date. All references in this Agreement Any reference herein to the Registration Statement, any Preliminary Prospectus or to the Rule 462(b) Registration Statement, a preliminary prospectus, the Prospectus, Prospectus or to any amendments amendment or supplements supplement to any of the foregoing, foregoing documents shall be deemed to refer to and include any copy thereof documents incorporated by reference therein, and, in the case of any reference herein to the Prospectus, also shall be deemed to include any documents incorporated by reference therein, and any supplements or amendments thereto, filed with the Commission pursuant after the date of filing of the Prospectus under Rule 424(b) under the Act, and prior to its Electronic Data Gathering, Analysis and Retrieval System (“EXXXX”)the termination of the offering of the Shares by the Underwriters.

Representations and Warranties of the Company and the Selling Stockholders. A. (a) The Company hereby represents, represents and warrants and covenants to each Underwriter of the Underwriters as follows: (ai) The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a A registration statement on Form S-1 (File No. 333-128629), which contains a form of prospectus 11017) with respect to be used the Shares has been carefully prepared by the Company in connection conformity with the public offering and sale requirements of the Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it was declared effective by the Commission under the Securities Act of 1933, as amendedamended (the "Act"), and the rules Rules and regulations promulgated Regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") thereunder (collectively, and has been filed with the “Securities Act”)Commission. Copies of such registration statement, including any required information deemed amendments thereto, the preliminary prospectuses (meeting the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to be a part thereof at the time of effectiveness pursuant to Rule 430A under the Securities Actyou. Such registration statement, is called the “Registration Statement”. Any together with any registration statement filed by the Company pursuant to Rule 462(b462 (b) of the Act, herein referred to as the "Registration Statement," which shall be deemed to include all information omitted therefrom in reliance upon Rule 430A and contained in the Prospectus referred to below, has become effective under the Securities Act is called and no post-effective amendment to the “Rule 462(b) Registration Statement”, and from and after Statement has been filed as of the date and time of filing this Agreement. "Prospectus" means (a) the form of prospectus first filed with the Commission pursuant to Rule 462(b424(b) Registration Statement, or (b) the term “Registration Statement” shall include the Rule 462(b) Registration Statement. Any last preliminary prospectus included in the Registration Statement is hereinafter called a “preliminary prospectus”. The term “Prospectus” shall mean the final prospectus relating filed prior to the Shares that is first time it becomes effective or filed pursuant to Rule 424(b424(a) after under the effective date Act that is delivered by the Company to the Underwriters for delivery to purchasers of the Registration Statement (Shares, together with the “Effective Date”) or, if no filing pursuant to Rule 424(b) is required, shall mean the form of final prospectus relating to the Shares included in the Registration Statement at the Effective Date. All references in this Agreement to the Registration Statement, the Rule 462(b) Registration Statement, a preliminary prospectus, the Prospectus, term sheet or any amendments or supplements to any of the foregoing, shall include any copy thereof abbreviated term sheet filed with the Commission pursuant to its Electronic Data GatheringRule 424(b)(7) under the Act. Each preliminary prospectus included in the Registration Statement prior to the time it becomes effective is herein referred to as a "Preliminary Prospectus." Any reference herein to the Registration Statement, Analysis any Preliminary Prospectus or to the Prospectus shall be deemed to refer to and Retrieval System (“EXXXX”)include any documents incorporated by reference therein, and, in the case of any reference herein to any Prospectus, also shall be deemed to include any documents incorporated by reference therein, and any supplements or amendments thereto, filed with the Commission after the date of filing of the Prospectus under Rules 424(b) or 430A, and prior to the termination of the offering of the Shares by the Underwriters.

Representations and Warranties of the Company and the Selling Stockholders. A. The Company hereby represents, warrants and covenants to each Underwriter as follows: (a) The Company represents and warrants to, and agrees with, the several Underwriters that: (i) A registration statement on Form S-3 (No. 333-86914), including a prospectus, relating to the Offered Securities has prepared and been filed with the Securities and Exchange Commission (the “Commission”"COMMISSION") a and has become effective. "REGISTRATION STATEMENT" as of any time means such registration statement on Form S-1 (File No. 333-128629), which contains a form of prospectus to be used in connection with the public offering and sale of the Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it was declared effective by then filed with the Commission under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”)Commission, including any required amendment thereto, any document incorporated by reference therein and any information in a prospectus or prospectus supplement deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A under the Securities Act("RULE 430A"), is called the “Registration Statement”. Any registration statement filed by the Company pursuant to Rule 462(b430B ("RULE 430B") or 430C ("RULE 430C") under the Securities Act is called of 1933 ("ACT") that has not been superseded or modified. "REGISTRATION STATEMENT" without reference to a time means the “Rule 462(b) Registration Statement”, and from and after Statement as of the date and time of filing the first contract of sale for the Offered Securities, which time shall be considered the "EFFECTIVE DATE" of the Rule 462(b) Registration Statement, the term “Registration Statement” shall include the Rule 462(b) Registration Statement. Any preliminary "STATUTORY PROSPECTUS" as of any time means the prospectus relating to the Offered Securities included in the Registration Statement is hereinafter called immediately prior to that time, including any document incorporated by reference therein and any basic prospectus or prospectus supplement deemed to be a “preliminary prospectus”part thereof that has not been superseded or modified. The term “Prospectus” shall mean "PROSPECTUS" means the Statutory Prospectus that discloses the public offering price and other final terms of the Offered Securities and otherwise satisfies Section 10(a) of the Act. For purposes of the preceding two sentences, information contained in a form of prospectus relating to the Shares (including a prospectus supplement) that is first filed pursuant deemed retroactively to Rule 424(b) after the effective date be a part of the Registration Statement (the “Effective Date”) or, if no filing pursuant to Rule 424(b) is required430A, 430B or 430C shall mean the form of final prospectus relating be considered to the Shares be included in the Registration Statement at Statutory Prospectus or the Effective Date. All references in this Agreement to the Registration Statement, the Rule 462(b) Registration Statement, a preliminary prospectus, the Prospectus, or any amendments or supplements to any Prospectus as of the foregoing, shall include any copy thereof actual time that form of prospectus is filed with the Commission pursuant to its Electronic Data GatheringRule 424(b) under the Act. "ISSUER FREE WRITING PROSPECTUS" means any "issuer free writing prospectus," as defined in Rule 433, Analysis and Retrieval System relating to the Offered Securities in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company's records pursuant to Rule 433(g), in each case as specified in Schedule C to this Agreement. "APPLICABLE TIME" means 6:00 p.m. (“EXXXX”)Eastern time) on the date of this Agreement. No document has been or will be prepared or distributed in reliance on Rule 434 of the Act.

Representations and Warranties of the Company and the Selling Stockholders. A. The Company hereby representsrepresents and warrants to, warrants and covenants to with, each Underwriter as follows: (a) The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 F-1 (File No. 333-128629333- ), which contains a form of prospectus to be used in connection with the public offering and sale of the Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it was declared effective by the Commission under the Securities Act of 1933, as amended, 1933 and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including any required information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A or 430C under the Securities Act, Act is called the “Registration Statement”. Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the “Rule 462(b) Registration Statement”, and from and after the date and time of filing of the Rule 462(b) Registration Statement, the term “Registration Statement” shall include the Rule 462(b) Registration Statement. Any preliminary prospectus included in the Registration Statement is hereinafter called a “preliminary prospectus”. .” The term “Prospectus” shall mean the final prospectus relating to the Shares that is first filed pursuant to Rule 424(b) after the effective date of and time that this Agreement is executed and delivered by the Registration Statement parties hereto (the “Effective DateExecution Time”) or, if no filing pursuant to Rule 424(b) is required, shall mean the form of final prospectus relating to the Shares included in the Registration Statement at the Effective Dateeffective date. All references in this Agreement to the Registration Statement, the Rule 462(b) Registration Statement, a preliminary prospectus, the Prospectus, or any amendments or supplements to any of the foregoing, shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EXXXXXXXXX”).

Representations and Warranties of the Company and the Selling Stockholders. A. The Company hereby representsrepresents and warrants to, warrants and covenants to with, each Underwriter as follows: (a) The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 F-3 (File No. 333-128629162183), which contains a form of prospectus to be used in connection with the public offering and sale of the Shares. Such registration statement, as amended, including all material then incorporated by reference therein, the financial statements, exhibits and schedules thereto, in the form in which it was declared effective by the Commission under the Securities Act of 1933, as amended, 1933 and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including any required information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A or 430C under the Securities Act, Act is called the “Registration Statement”. Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the “Rule 462(b) Registration Statement”, and from and after the date and time of filing of the Rule 462(b) Registration Statement, the term “Registration Statement” shall include the Rule 462(b) Registration Statement. Any preliminary prospectus prospectus, including all material then incorporated by reference therein, included in the Registration Statement is hereinafter called a “preliminary prospectus”. .” The term “Prospectus” shall mean the final prospectus relating to the Shares that is first filed pursuant to Rule 424(b) after the effective date of and time that this Agreement is executed and delivered by the Registration Statement parties hereto (the “Effective DateExecution Time”) or, if no filing pursuant to Rule 424(b) is required, shall mean the form of final prospectus relating to the Shares included in the Registration Statement at the Effective Dateeffective date, in each case, including all material then incorporated by reference therein. All references in this Agreement to the Registration Statement, the Rule 462(b) Registration Statement, a preliminary prospectus, the Prospectus, or any amendments or supplements to any of the foregoing, shall include any copy thereof filed with the Commission pursuant to its Interactive Data Electronic Applications/Electronic Data Gathering, Analysis and Retrieval System (“EXXXXIDEA/XXXXX”).

Representations and Warranties of the Company and the Selling Stockholders. A. The Company hereby represents, warrants and covenants to each Underwriter as follows: (a) The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-128629140232), which contains a form of prospectus to be used in connection with the public offering and sale of the Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it was declared effective by the Commission under the Securities Act of 1933, as amended, 1933 and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including any required information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A under the Securities Act, is called the “Registration Statement”. Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the “Rule 462(b) Registration Statement”, and from and after the date and time of filing of the Rule 462(b) Registration Statement, Statement the term “Registration Statement” shall include the Rule 462(b) Registration Statement. Any preliminary prospectus included in the Registration Statement is hereinafter called a “preliminary prospectus”. .” The term “Prospectus” shall mean the final prospectus relating to the Shares that is first filed pursuant to Rule 424(b) after the effective date of and time that this Agreement is executed and delivered by the Registration Statement parties hereto (the “Effective DateExecution Time”) or, if no filing pursuant to Rule 424(b) is required, shall mean the form of final prospectus relating to the Shares included in the Registration Statement at the Effective Dateeffective date. All references in this Agreement to the Registration Statement, the Rule 462(b) Registration Statement, a preliminary prospectus, the Prospectus, or any amendments or supplements to any of the foregoing, shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EXXXXXXXXX”).

Representations and Warranties of the Company and the Selling Stockholders. A. (a) The Company hereby representsrepresents and warrants to, warrants and covenants to agrees with, each Underwriter of the several Underwriters as followsof the date hereof and as of each Closing Date that: (ai) The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 S-3 (File No. 333-128629170169), which contains a form of base prospectus (the “Base Prospectus”), to be used in connection with the public offering and sale from time to time by the Company of certain debt and equity securities of the Company and the public offering and sale from time to time by certain stockholders of the Company, including the Selling Stockholders, of shares of Common Stock, including the Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it was declared effective by the Commission at each time of effectiveness under the Securities Act of 1933, as amended, amended and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including any required information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A 430B under the Securities Act or the Securities Exchange Act of 1934, as amended and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”), is called the “Registration Statement”. .” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the “Rule 462(b) Registration Statement”, ,” and from and after the date and time of filing of the Rule 462(b) Registration Statement, Statement the term “Registration Statement” shall include the Rule 462(b) Registration Statement. Any preliminary prospectus included in the Registration Statement is hereinafter called a The term “preliminary prospectus” shall mean any preliminary prospectus supplement relating to the offering of the Shares, together with the Base Prospectus, that is filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) prior the filing of the Prospectus. The term “Prospectus” shall mean the final prospectus relating to the Shares that is first filed pursuant to Rule 424(b) after the date and time that this Agreement is executed and delivered by the parties hereto (the “Execution Time”). Any reference herein to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act; any reference to any amendment or supplement to any preliminary prospectus or the Prospectus shall be deemed to refer to and include any documents filed after the date of such preliminary prospectus or Prospectus, as the case may be, under the Exchange Act and incorporated by reference in such preliminary prospectus or Prospectus, as the case may be; and any reference to any amendment to the Registration Statement shall be deemed to refer to and include any annual report of the Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the effective date of the Registration Statement (the “Effective Date”) or, if no filing pursuant to Rule 424(b) that is required, shall mean the form of final prospectus relating to the Shares included incorporated by reference in the Registration Statement at the Effective DateStatement. All For purposes of this Agreement, all references in this Agreement to the Registration Statement, the Rule 462(b) Registration Statement, a any preliminary prospectus, the Prospectus, Prospectus or any amendments amendment or supplements supplement to any of the foregoing, foregoing shall be deemed to include any the copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System system (“EXXXXor any successor system)(“XXXXX”).

Representations and Warranties of the Company and the Selling Stockholders. A. (a) The Company hereby representsrepresents and warrants to, warrants and covenants to agrees with, each Underwriter of the several Underwriters as followsof the date hereof and as of each Closing Date that: (ai) The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 S-3 (File No. 333-128629179771), which contains a form of base prospectus (the “Base Prospectus”), to be used in connection with the public offering and sale from time to time by the Company of certain debt and equity securities of the Company and the public offering and sale from time to time by certain stockholders of the Company, including the Selling Stockholders, of shares of Common Stock, including the Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it was declared effective by the Commission at each time of effectiveness under the Securities Act of 1933, as amended, amended and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including any required information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A 430B under the Securities Act or the Securities Exchange Act of 1934, as amended and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”), is called the “Registration Statement”. .” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the “Rule 462(b) Registration Statement”, ,” and from and after the date and time of filing of the Rule 462(b) Registration Statement, Statement the term “Registration Statement” shall include the Rule 462(b) Registration Statement. Any preliminary prospectus included in the Registration Statement is hereinafter called a The term “preliminary prospectus” shall mean any preliminary prospectus supplement relating to the offering of the Shares, together with the Base Prospectus, that is filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) prior the filing of the Prospectus. The term “Prospectus” shall mean the final prospectus relating to the Shares that is first filed pursuant to Rule 424(b) after the date and time that this Agreement is executed and delivered by the parties hereto (the “Execution Time”). Any reference herein to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act; any reference to any amendment or supplement to any preliminary prospectus or the Prospectus shall be deemed to refer to and include any documents filed after the date of such preliminary prospectus or Prospectus, as the case may be, under the Exchange Act and incorporated by reference in such preliminary prospectus or Prospectus, as the case may be; and any reference to any amendment to the Registration Statement shall be deemed to refer to and include any annual report of the Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the effective date of the Registration Statement (the “Effective Date”) or, if no filing pursuant to Rule 424(b) that is required, shall mean the form of final prospectus relating to the Shares included incorporated by reference in the Registration Statement at the Effective DateStatement. All For purposes of this Agreement, all references in this Agreement to the Registration Statement, the Rule 462(b) Registration Statement, a any preliminary prospectus, the Prospectus, Prospectus or any amendments amendment or supplements supplement to any of the foregoing, foregoing shall be deemed to include any the copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System system (“EXXXXor any successor system)(“XXXXX”).

Representations and Warranties of the Company and the Selling Stockholders. A. The Company hereby represents, warrants and covenants to each Underwriter as follows: (a) The Company represents and warrants to, and agrees with, each Underwriter as set forth below in this Section 1. (i) The Company meets the requirements for use of Form S-3 under the Act and has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (the file number of which is set forth in Schedule I hereto) on Form S-1 (File No. 333-128629)S-3, which contains including a form related basic prospectus, for registration under the Act of prospectus to be used in connection with the public offering and sale of the SharesSecurities. Such The Company may have filed one or more amendments thereto, including a Preliminary Final Prospectus, each of which has previously been furnished to you. The Company will next file with the Commission one of the following: (1) after the Effective Date of such registration statement, a final prospectus supplement relating to the Securities in accordance with Rules 430A and 424(b), (2) prior to the Effective Date of such registration statement, an amendment to such registration statement (including the form of final prospectus supplement) or (3) a final prospectus in accordance with Rules 415 and 424(b). In the case of clause (1), the Company has included in such registration statement, as amendedamended at the Effective Date, including all information (other than Rule 430A Information) required by the financial statementsAct and the rules thereunder to be included in such registration statement and the Final Prospectus. As filed, exhibits such final prospectus supplement or such amendment and schedules theretoform of final prospectus supplement shall contain all Rule 430A Information, together with all other such required information, and, except to the extent the Representatives shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond that contained in the Basic Prospectus and any Preliminary Final Prospectus) as the Company has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x). (ii) On the Effective Date, the Registration Statement did or will, and when the Final Prospectus is first filed (if required) in accordance with Rule 424(b) and on the Closing Date (as defined herein) and on any date on which it was declared effective by Option Securities are purchased, if such date is not the Commission under Closing Date (a “settlement date”), the Securities Final Prospectus (and any supplement thereto) will, comply in all material respects with the applicable requirements of the Act of 1933, as amended, and the rules thereunder; the Incorporated Documents, when they were filed, complied in all material respects with the applicable requirements of the Exchange Act and regulations promulgated thereunder (collectively, the “Securities Act”), including any required information deemed to be a part thereof rules thereunder; on the Effective Date and at the time of effectiveness pursuant to Rule 430A under the Securities ActExecution Time, is called the “Registration Statement”. Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the “Rule 462(b) Registration Statement”, and from and after the date and time of filing of the Rule 462(b) Registration Statement, the term “Registration Statement” shall include the Rule 462(b) Registration Statement. Any preliminary prospectus included in the Registration Statement is hereinafter called did not or will not contain any untrue statement of a “preliminary prospectus”. The term “material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; and, on the Effective Date, the Final Prospectus” shall mean the final prospectus relating to the Shares that is first , if not filed pursuant to Rule 424(b) after ), will not, and on the effective date of the Registration Statement (the “Effective Date”) or, if no any filing pursuant to Rule 424(b) is requiredand on the Closing Date and any settlement date, shall mean the form Final Prospectus (together with any supplement thereto) will not, include any untrue statement of final prospectus relating a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representations or warranties as to the Shares included information contained in or omitted from the Registration Statement or the Final Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion in the Registration Statement at or the Effective DateFinal Prospectus (or any supplement thereto). (iii) Except as otherwise disclosed in the Preliminary Final Prospectus and the Final Prospectus, subsequent to the respective dates as of which information is given in the Preliminary Final Prospectus and the Final Prospectus: (a) there has been no material adverse change, or any development that would reasonably be expected to result in a material adverse change, in the condition, financial or otherwise, or in the earnings, business or operations, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries, considered as one entity (any such change or development is called a “Material Adverse Change”); and (b) the Company and its subsidiaries, considered as one entity, have not incurred any material liability or obligation, indirect, direct or contingent, not in the ordinary course of business nor entered into any material transaction or agreement not in the ordinary course of business. (iv) The Company is not, and after giving effect to the offering and sale of the Securities as described in the Final Prospectus will not be, an “investment company” within the meaning of the Investment Company Act. (v) The Company and its affiliates have not taken and will not take, directly or indirectly, any action designed to cause or which has constituted or which might reasonably be expected to cause or result, under the Exchange Act or otherwise, in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities. (vi) Each of the Company and its Significant Subsidiaries (as defined in Rule 1-02 of Regulation S-X under the Act) (hereinafter, a “Significant Subsidiary”) has been duly incorporated or organized, as the case may be, and is validly existing, in good standing under the laws of the jurisdiction of its incorporation or organization, as the case may be, and has corporate or other organizational power and authority to own, lease and operate its properties and to conduct its business as described in the Final Prospectus and perform its obligations under each of this Agreement except in the case of a Significant Subsidiary where the failure to be so incorporated or organized, or to possess such power or authority would not, individually or in the aggregate, result in a Material Adverse Change. Each of the Company and its Significant Subsidiaries is duly qualified as a foreign entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, result in a Material Adverse Change. (vii) All references of the issued and outstanding capital stock of each Significant Subsidiary has been duly authorized and validly issued, is fully paid and nonassessable (other than directors’ qualifying shares) and, except as disclosed in the Final Prospectus and except for AVIR S.p.A as to which the Company indirectly owns approximately 99% of its outstanding shares, is owned by the Company, directly or through subsidiaries, free and clear of any security interest, pledge, lien, encumbrance or claim, except for security interests, pledges and liens securing the Credit Agreement and security interests, pledges and liens in favor of the Collateral Agent (as defined in the Credit Agreement) and liens permitted by the Credit Agreement. (viii) This Agreement has been duly authorized, executed and delivered by, and is a valid and legally binding obligation of, the Company, enforceable in accordance with its terms, except as rights to indemnification hereunder may be limited by applicable law and (subject, as to the enforcement of remedies, to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally from time to time in effect and to general principles of equity). (ix) No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s (a) execution, delivery and performance of this Agreement or (b) consummation of the transactions contemplated hereby and by the Final Prospectus except such as have been obtained or made by the Company and are in full force and effect under the Act, applicable state securities or blue sky laws. (x) Neither the Company nor any of its subsidiaries is in violation of its charter or by-laws or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound (including, without limitation, the Credit Agreement), or to which any of the property or assets of the Company or any of the Company’s subsidiaries is subject (each, an “Existing Instrument”) except for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change; and the Company is not, and will not be following the consummation of the offering contemplated hereby, in Default under any debt instrument to which it is a party, except as disclosed in the Final Prospectus and except for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change. Neither the Company nor any subsidiary is in violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of the Company’s subsidiaries, except for such violations as would not, individually or in the aggregate, result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and thereby that directly relate to the offering of the Securities and the Final Prospectus (i) have been duly authorized by the Company by all necessary corporate action and will not result in any violation of the provisions of the charter or by-laws (or other organizational documents, as applicable) of the Company, (ii) will not as of the Closing Date conflict with or constitute a breach of, or Default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, pursuant to, or require the consent of any other party to, any Existing Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as are described in the Final Prospectus or would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of the Company’s subsidiaries, except for such violations as would not, individually or in the aggregate, result in a Material Adverse Change. (xi) There is no action, suit, investigation or proceeding before or by any government, governmental instrumentality or court, domestic or foreign, now pending or, to the best knowledge of the Company, threatened, against or affecting the Company or its subsidiaries or any of their respective properties or assets that (A) except as disclosed in the Final Prospectus, could reasonably be expected to result in a Material Adverse Change, (B) seeks to restrain, enjoin, prevent the consummation of or otherwise challenge the sale of the Securities or (C) questions the legality or validity of any such transaction or seeks to recover damages or obtain other relief in connection with any such transaction; the aggregate of all pending legal or governmental proceedings to which the Company or any other subsidiaries is a party or that affect any of their properties and assets that are not described in the Final Prospectus, including ordinary routine litigation incidental to their respective businesses, could not reasonably be expected to result in a Material Adverse Change. (xii) The audited and unaudited consolidated financial statements, together with the related notes and any related financial statement schedules (which are collectively referred to in this Agreement as the “consolidated financial statements”) incorporated by reference in the Final Prospectus present fairly, in all material respects, the consolidated financial position of the Company and its subsidiaries, considered as one enterprise, as of and at the dates indicated and the consolidated results of operations, share owners’ equity and cash flows, considered as one enterprise, for the periods specified. Such financial statements and related notes have been prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. The financial data set forth in the Final Prospectus under the captions “Summary Selected Consolidated Financial Data” fairly present, in all material respects, the information set forth therein on a basis consistent with that of the audited financial statements included in the Final Prospectus. (xiii) Ernst & Young LLP, who have expressed their opinion with respect to the Registration Statementconsolidated financial statements of the Company, incorporated by reference in the Rule 462(bFinal Prospectus are an independent registered public accounting firm within the meaning of Regulation S-X under the Act and the Exchange Act. (xiv) Registration StatementNo material labor dispute with the employees of the Company or any of its subsidiaries exists or, to the best knowledge of the Company, is threatened or imminent. (xv) The Company and its subsidiaries, taken as a preliminary prospectuswhole, possess such valid and current certificates, authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not, individually or in the aggregate, result in a Material Adverse Change, and neither the Company nor any of its subsidiaries has received any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such certificate, authorization or permit which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, could reasonably be expected to result in a Material Adverse Change. (xvi) Except as disclosed in the Final Prospectus, each of the Company and its subsidiaries is in material compliance with all applicable existing federal, state, local and foreign laws and regulations relating to protection of human health, safety and the environment or imposing liability or standards of conduct concerning any Hazardous Material (as hereinafter defined) (“Environmental Laws”), and, to the best of the Company’s knowledge, there are no claims, liabilities, or obligations under any applicable Environmental Laws, or with respect to any Hazardous Material, concerning the Company or any of its subsidiaries, except, in each case, where such noncompliance, claims, liabilities or obligations would not, individually or in the aggregate, result in a Material Adverse Change. The term “Hazardous Material” means (A) any “hazardous substance” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (B) any “hazardous waste” as defined by the Resource Conservation and Recovery Act, as amended, (C) any petroleum or petroleum product, (D) any polychlorinated biphenyl and (E) any pollutant or contaminant or hazardous dangerous or toxic chemical material, or waste, or any amendments other substance regulated to protect human health, safety, or supplements to any of the foregoing, shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EXXXX”)environment.

Representations and Warranties of the Company and the Selling Stockholders. A. (a) The Company hereby represents, represents and warrants and covenants to each Underwriter of the Underwriters as follows: (ai) The A registration statement on Form S-3 (File No. 333-138002) with respect to the Shares has been prepared by the Company has prepared in conformity with the requirements of the Securities Act of 1933, as amended (the "Act"), and filed with the rules and regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the “"Commission”") a registration statement on Form S-1 (File No. 333-128629), which contains a form of prospectus to be used in connection thereunder and has been filed with the public offering Commission. The Company and sale the transactions contemplated by this Agreement meet the requirements and comply with the conditions for the use of Form S-3. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements of the SharesRules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it was declared effective by the Commission under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including together with any required information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A under the Securities Act, is called the “Registration Statement”. Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act Act, is called herein referred to as the “Rule 462(b) "Registration Statement”," which shall be deemed to include all information omitted therefrom in reliance upon Rules 430A, 430B or 430C under the Act and from contained in the Prospectus referred to below, has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this Agreement. "Prospectus" means the final form of prospectus filed with the Commission after the date hereof pursuant to and within the time of filing of limits described in Rule 424(b) under the Rule 462(b) Registration Statement, the term “Registration Statement” shall include the Rule 462(b) Registration StatementAct. Any Each preliminary prospectus included in the Registration Statement is hereinafter called a “preliminary prospectus”. The term “Prospectus” shall mean the final prospectus relating prior to the Shares time it becomes effective and each form of prospectus that is first filed pursuant to Rule 424(b) after not the effective date of the Registration Statement (the “Effective Date”) or, if no filing pursuant to Rule 424(b) Prospectus and that is required, shall mean the form of final prospectus relating to the Shares included in the Registration Statement at the Effective Date. All references in this Agreement to the Registration Statement, the Rule 462(b) Registration Statement, a preliminary prospectus, the Prospectus, or any amendments or supplements to any of the foregoing, shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gatheringand within the time limits described in Rule 424(b) under the Act is herein referred to as a "Preliminary Prospectus." Any reference herein to the Registration Statement, Analysis any Preliminary Prospectus or to the Prospectus or to any amendment or supplement to any of the foregoing documents shall be deemed to refer to and Retrieval System (“EXXXX”)include any documents incorporated by reference therein, and, in the case of any reference herein to any Preliminary Prospectus or to the Prospectus, also shall be deemed to include any documents incorporated by reference therein, and any supplements or amendments thereto, filed by the Company with the Commission after the date of filing of the Prospectus under Rule 424(b) under the Act, and prior to the termination of the offering of the Shares by the Underwriters.