Common use of REPRESENTATIONS, WARRANTIES AND CERTAIN COVENANTS Clause in Contracts

REPRESENTATIONS, WARRANTIES AND CERTAIN COVENANTS. 8.1 Each Party represents, warrants and covenants to the other that: (i) It is a company or corporation duly organized, validly existing, and in good standing under the Laws of the jurisdiction in which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including, without limitation, the right to grant the licenses granted by it hereunder; (ii) As of the Effective Date, (i) it has the corporate power and authority and the legal right to enter into this Agreement and perform its obligations hereunder; (ii) it has taken all necessary corporate action on its part required to authorize the execution and delivery of the Agreement and the performance of its obligations hereunder; and (iii) the Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid, and binding obligation of such Party that is enforceable against it in accordance with its terms. The execution, delivery and performance of this Agreement by it does not conflict with any agreement or instrument, oral or written, to which it is a party or by which it may be bound; (iii) It has not granted, and shall not grant, any right to any Third Party which would conflict with the rights granted to the other Party hereunder; and (iv) It is not a party to any agreement that would prevent it from granting the rights granted to the other Party under this Agreement or performing its obligations under this Agreement. The execution, delivery and performance of this Agreement shall not violate, conflict with or constitute a default under any agreement (including its corporate charter or other organizational documents) to which it is a party or to which it may be bound, or to its best knowledge, any applicable Laws or order of any court or other tribunal. 8.2 Rhizen represents and warrants and covenants to TGTX that as of the Effective Date: (i) All rights pertaining to the Rhizen Patents are owned by Rhizen; (ii) The Rhizen Patents are not subject to any encumbrance, lien or claim or ownership by any Third Party that is inconsistent with the rights and licenses granted to TGTX hereunder; (iii) Rhizen owns or possesses adequate right, title and interest in the Rhizen Intellectual Property Rights to grant the license thereto to TGTX as provided in this Agreement; (iv) No claim or litigation has been brought, or is threatened to be brought, by any person or entity (A) alleging that any of the Rhizen Patents in the Territory is invalid or unenforceable, (B) relating to the Rhizen Intellectual Property, or (C) alleging that use of the Rhizen Intellectual Property in the Territory infringes or otherwise conflicts or interferes with any intellectual property or proprietary right of any Third Party; (v) No Third Party has infringed or misappropriated any Rhizen Intellectual Property by making, using, importing, offering for sale or selling the Product and, as of the Effective Date, there is no actual or threatened infringement or misappropriation of the Rhizen Technology by any Third Party by making, using, importing, offering for sale or selling the Product; (vi) Neither A) TGTX’s exercise of its rights hereunder with respect to the Rhizen Intellectual Property, nor (B) TGTX’s Development or Commercialization of the Product in the Territory, shall infringe any valid and enforceable Patent of any Third Party; (vii) This Agreement is consistent with all Third Party license agreements in all respects and does not conflict with, violate, breach or otherwise give rise to a default by Rhizen under, any term of any Third Party license agreement; (viii) Rhizen has obtained any and all consents, if any, required from Third Parties for Rhizen to enter into this Agreement and to grant to TGTX the licenses and other rights provided herein and has provided a copy of such consents to TGTX; (ix) Rhizen has not received any written notice from any Third Party claiming that the manufacture, use, sale, or importation of the Compound or Product by Rhizen prior to the Effective Date infringed any patent owned or controlled by any Third Party; (x) Rhizen has not granted any license or other right to any Third Party regarding the Product and/or the Rhizen Intellectual Property Rights; (xi) Rhizen has not received any grant from or entered into any agreement with any government and/or any of its subdivisions or federal governmental bodies, or any other governmental bodies, regarding the Compound and/or the Rhizen Intellectual Property Rights; and (xii) All products and materials supplied by Rhizen to TGTX pursuant to this Agreement shall be manufactured, handled and stored by Rhizen or its Third Party contract manufacture(s): (i) in accordance with the agreed upon specification and (ii) in compliance with applicable Laws and regulations, including without limitation, the GMP requirements.

REPRESENTATIONS, WARRANTIES AND CERTAIN COVENANTS. 8.1 Each Party represents, warrants and covenants to the other that: (i) It is a company or corporation duly organized, organized and validly existing, and in good standing existing under the Laws laws of the jurisdiction in which it is incorporatedits state or country of incorporation, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including, without limitation, the right to grant the licenses granted by it hereunder; (ii) As of the Effective Date, (i) it has the corporate power and authority and the legal right to enter into this Agreement and perform its obligations hereunder; to carry out the provisions hereof; (ii) it has taken all necessary corporate action on its part required to authorize the execution and delivery of the Agreement and the performance of its obligations hereunder; and (iii) the Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid, and binding obligation of such Party that is enforceable against it in accordance with its terms. The execution, delivery and performance of this Agreement by it does not conflict with any agreement or instrument, oral or written, to which it is a party or by which it may be bound;; and (iii) It has not granted, and shall not grant, any right to any Third Party which would conflict with the rights granted to the other Party hereunder; and (iv) It is not a party to any agreement that would prevent it from granting the rights granted to the other Party under this Agreement or performing its obligations under this Agreement. The execution, delivery and performance of this Agreement shall not violate, conflict with or constitute a default under any agreement (including its corporate charter or other organizational documents) to which it is a party or to which it may be bound, or to its best knowledge, any applicable Laws or order of any court or other tribunal. 8.2 Rhizen Curis represents and warrants and covenants to TGTX that as of the Effective Date: (i) All rights pertaining to the Rhizen Curis Patents are owned by RhizenCuris; (ii) The Rhizen Patents are not subject to any encumbrance, lien or claim or ownership by any Third Party that is inconsistent with the rights and licenses granted to TGTX hereunder; (iii) Rhizen owns or possesses adequate right, title and interest in the Rhizen Intellectual Property Rights to grant the license thereto to TGTX as provided in this Agreement; (iv) No claim or litigation has been brought, or is threatened to be brought, by any person or entity (A) alleging that any of the Rhizen Patents in the Territory is invalid or unenforceable, (B) relating to the Rhizen Intellectual Property, or (C) alleging that use of the Rhizen Intellectual Property in the Territory infringes or otherwise conflicts or interferes with any intellectual property or proprietary right of any Third Party; (v) No Third Party has infringed or misappropriated any Rhizen Intellectual Property by making, using, importing, offering for sale or selling the Product and, as of the Effective Date, there is no actual or threatened infringement or misappropriation of the Rhizen Technology by any Third Party by making, using, importing, offering for sale or selling the Product; (vi) Neither A) TGTX’s exercise of its rights hereunder with respect to the Rhizen Intellectual Property, nor (B) TGTX’s Development or Commercialization of the Product in the Territory, shall infringe any valid and enforceable Patent of any Third Party; (vii) This Agreement is consistent with all Third Party license agreements in all respects and does not conflict with, violate, breach or otherwise give rise to a default by Rhizen under, any term of any Third Party license agreement; (viii) Rhizen has obtained any and all consents, if any, required from Third Parties for Rhizen to enter into this Agreement and to grant to TGTX the licenses and other rights provided herein and has provided a copy of such consents to TGTX; (ix) Rhizen It has not received any written notice from any Third Party claiming that the manufacture, use, sale, or importation of the Compound or Product by Rhizen Curis prior to the Effective Date infringed any patent owned or controlled by any Third Party; and (iii) Curis is not a party to any legal action, suit or proceeding relating to the Curis Intellectual Property Rights, and Curis has not received any written communication from any Third Party threatening such action, suit or proceeding; and (iv) Curis has the right to grant the license to the Compound under the Curis Patents and Curis Know-How provided to Debiopharm in Section 2.1; and (v) To the best of Curis’s knowledge, the use of the Compound in the Field of Use [**]; (xvi) Rhizen Curis has not granted any license or other right to any Third Party regarding the Product Compound and/or the Rhizen Curis Intellectual Property Rights;; and (xivii) Rhizen Curis has not received any grant from or entered into any agreement with any the United States government and/or any of its subdivisions or federal governmental bodies, or any other governmental bodiesbodies outside the United States of America, regarding the Compound and/or the Rhizen Curis Intellectual Property Rights; and. (xii) All products 8.3 Debiopharm agrees that all of its activities, and materials supplied by Rhizen the activities of its Affiliates and Sublicensees related to TGTX its use of the Curis Patents and Curis Know-How and all development and commercialization of the Product pursuant to this Agreement shall be manufacturedcomply with all applicable legal and regulatory requirements. Debiopharm, handled its Affiliates, and stored by Rhizen or its Third Party contract manufacture(s): (i) Sublicensees shall not knowingly engage in accordance with any activities that use the agreed upon specification and (ii) Curis Patents and/or Curis Know-How in compliance with applicable Laws and regulationsa manner that is outside the scope of the license rights granted to Debiopharm hereunder. 8.4 Except as expressly set forth in this Agreement, including without limitationEACH PARTY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND, the GMP requirementsEXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICES.

REPRESENTATIONS, WARRANTIES AND CERTAIN COVENANTS. 8.1 Each Party representsa. MERIDIAN'S REPRESENTATIONS, warrants WARRANTIES AND CERTAIN COVENANTS. Meridian makes the following representations, warranties and covenants to the other thatcovenants: (i) It it is a company authorized to enter into this Agreement and this Agreement constitutes the legal, valid and binding obligation of Meridian enforceable in accordance with its terms; (ii) it is aware of no legal or corporation duly organizedother restriction, validly existing, limitation or condition which might materially and adversely affect its ability to perform hereunder; (iii) it is in good standing under the Laws laws of the jurisdiction state in which it is incorporated, and has with full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it now conducted, and is now being conducted duly authorized to do business in any state of the United States or foreign jurisdictions where its ownership or leasing of property or the conduct of its business requires such qualification and as contemplated in this Agreementwhere the failure to so qualify would have a material adverse effect on its assets, includingproperties, without limitationfinancial condition, the right to grant the licenses granted by it hereunderresults of operations or business; (ii) As of the Effective Date, (i) it has the corporate power and authority and the legal right to enter into this Agreement and perform its obligations hereunder; (ii) it has taken all necessary corporate action on its part required to authorize the execution and delivery of the Agreement and the performance of its obligations hereunder; and (iiiiv) the Agreement has been duly executed Products supplied to Dey xxxeunder will be manufactured, packaged, stored and delivered on behalf of such Party, and constitutes a legal, valid, and binding obligation of such Party that is enforceable against it tested in accordance with the requirements of Section 3a; (v) the Products manufactured and shipped to Dey xxxeunder will not be adulterated or misbranded within the meaning of the Act and will not be articles which may not be introduced into interstate commerce under the provisions of the Act; (vi) the information it provides to any regulatory authority pursuant to its terms. The obligations under this Agreement will be true and correct in all material respects and will comply in all material respects with applicable laws and regulations in the United States and applicable laws and regulations elsewhere in the Territory of which it is notified; (vii) good title to all Products sold and delivered to Dey under this Agreement shall pass to Dey, xxee from any security interest or other lien or encumbrance created by Meridian; (viii) the execution, delivery and performance of this Agreement by it does not conflict Meridian will not, with or without notice, the passage of time or both, result in any agreement or instrumentviolation of, oral or written, to which it is a party or by which it may be bound; (iii) It has not granted, and shall not grant, any right to any Third Party which would conflict with the rights granted to the other Party hereunder; and (iv) It is not a party to any agreement that would prevent it from granting the rights granted to the other Party under this Agreement or performing its obligations under this Agreement. The execution, delivery and performance of this Agreement shall not violate, in conflict with or constitute a default under any agreement (including its corporate charter material contract, obligation or other organizational documents) commitment to which it Meridian is a party or to by which it may be is bound; and 18 CONFIDENTIAL TREATMENT REQUESTED ["..."indicates that material has been omitted pursuant to Confidential Treatment Request, or to its best knowledge, any applicable Laws or order of any court or other tribunal.which the Company has filed separately with the Securities and Exchange Commission] 8.2 Rhizen represents and warrants and covenants to TGTX that (ix) as of the Effective Date: (i) All rights pertaining Date of this Agreement, to the Rhizen Patents knowledge of Meridian, there are owned by Rhizen; (ii) The Rhizen Patents are not subject to any encumbranceno adverse actions, lien suits or claim claims pending or ownership by any Third Party that is inconsistent with the rights and licenses granted to TGTX hereunder; (iii) Rhizen owns threatened against Meridian or possesses adequate right, title and interest in the Rhizen Intellectual Property Rights to grant the license thereto to TGTX as provided in this Agreement; (iv) No claim or litigation has been brought, or is threatened to be brought, by any person or entity (A) alleging that any of the Rhizen Patents its Affiliates in any court or before any governmental body or agency in the Territory is invalid or unenforceable, (B) relating to the Rhizen Intellectual Property, or (C) alleging that use of the Rhizen Intellectual Property in the Territory infringes or otherwise conflicts or interferes with any intellectual property or proprietary right of any Third Party; (v) No Third Party has infringed or misappropriated any Rhizen Intellectual Property by making, using, importing, offering for sale or selling the Product and, as of the Effective Date, there is no actual or threatened infringement or misappropriation of the Rhizen Technology by any Third Party by making, using, importing, offering for sale or selling the Product; (vi) Neither A) TGTX’s exercise of its rights hereunder with respect to the Rhizen Intellectual Property, nor (B) TGTX’s Development or Commercialization of the Product Products other than those set forth in the Territory, shall infringe any valid and enforceable Patent of any Third Party; (vii) This Agreement is consistent with all Third Party license agreements in all respects and does not conflict with, violate, breach or otherwise give rise to a default by Rhizen under, any term of any Third Party license agreement; (viii) Rhizen has obtained any and all consents, if any, required from Third Parties for Rhizen to enter into this Agreement and to grant to TGTX the licenses and other rights provided herein and has provided a copy of such consents to TGTX; (ix) Rhizen has not received any written notice from any Third Party claiming that the manufacture, use, sale, or importation of the Compound or Product by Rhizen prior to the Effective Date infringed any patent owned or controlled by any Third Party; (x) Rhizen has not granted any license or other right to any Third Party regarding the Product and/or the Rhizen Intellectual Property Rights; (xi) Rhizen has not received any grant from or entered into any agreement with any government and/or any of its subdivisions or federal governmental bodies, or any other governmental bodies, regarding the Compound and/or the Rhizen Intellectual Property Rights; and (xii) All products and materials supplied by Rhizen to TGTX pursuant to this Agreement shall be manufactured, handled and stored by Rhizen or its Third Party contract manufacture(s): (i) in accordance with the agreed upon specification and (ii) in compliance with applicable Laws and regulations, including without limitation, the GMP requirements.Exhibit E.

REPRESENTATIONS, WARRANTIES AND CERTAIN COVENANTS. 8.1 Each Party represents, warrants 4.1 Representations and covenants Warranties of Vendor Vendor hereby makes the following representations and warranties to the other thatPurchaser: (ia) It Vendor is a company or corporation duly organized, organized and validly existing, and in good standing existing under the Laws laws of the jurisdiction in which it of incorporation of Vendor, is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and authorized to carry on its business as it in the Province in which the Property is located, and now being conducted has good right, full power and as contemplated absolute authority to sell, assign, transfer, convey and set over the interest of Vendor in and to the Property according to the true intent and meaning of this Agreement, including, without limitation, the right to grant the licenses granted by it hereunder; (ii) As of the Effective Date, (i) it has the corporate power and authority and the legal right to enter into this Agreement and perform its obligations hereunder; (ii) it has taken all necessary corporate action on its part required to authorize the execution and delivery of the Agreement and the performance of its obligations hereunder; and (iiib) the Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid, and binding obligation of such Party that is enforceable against it in accordance with its terms. The execution, delivery and performance of this Agreement has been duly and validly authorized by it does any and all requisite corporate, shareholders' and directors' actions and will not result in any violation of, be in conflict with or constitute a default under any agreement articles, charter, bylaw or instrument, oral or written, other governing document to which it Vendor is a party or by which it may be bound; (iiic) It has not granted, and shall not grant, any right to any Third Party which would conflict with the rights granted to the other Party hereunder; and (iv) It is not a party to any agreement that would prevent it from granting the rights granted to the other Party under this Agreement or performing its obligations under this Agreement. The execution, delivery and performance of this Agreement shall will not violateresult in any violation of, be in conflict with or constitute a default under any term or provision of any agreement or document to which Vendor is party or by which Vendor is bound, nor under any judgment, decree, order, statute, regulation, rule or license applicable to Vendor; (including its corporate charter d) this Agreement and any other agreements delivered in connection herewith constitute valid and binding obligations of Vendor enforceable against Vendor in accordance with their terms; (e) no authorization or approval or other organizational documents) action by, and no notice to which it is a party or to which it may be bound, or to its best knowledgefiling with, any applicable Laws governmental authority or order regulatory body exercising jurisdiction over the Property is required for the due execution, delivery and performance by Vendor of this Agreement, other than authorizations, approvals or exemptions from requirement therefor, previously obtained and currently in force; (f) Vendor is not a non-resident within the meaning of section 116 of the Income Tax Act (Canada); (g) Vendor has good, valid and marketable legal and beneficial title to the Property, free and clear of all liens, encumbrances, security interests and claims of third parties; (h) no suit, action or other proceeding before any court or other tribunal. 8.2 Rhizen represents governmental agency has been commenced against Vendor or, to the knowledge, information and warrants and covenants to TGTX that as belief of Vendor, has been threatened against Vendor or any third party, which might result in impairment or loss of the Effective Dateinterest of Vendor in and to the Property or which might otherwise adversely affect the Property or any rights to, and rights to enter upon, use or occupy the surface of any lands which are or may be used to gain access to or otherwise use the Property; (i) all amounts due and payable to third parties prior to the date hereof and pertaining to the Property have been fully paid; (j) Vendor is not aware of, has not received and has no reason to believe that cause exists for: (i) All rights pertaining any orders or directives which relate to environmental matters and which require any work, repairs, construction or capital expenditures with respect to the Rhizen Patents are owned by RhizenProperty, where such orders or directives have not been complied with in all material respects; (ii) The Rhizen Patents are not subject to any encumbrance, lien demand or claim or ownership by any Third Party that is inconsistent with the rights and licenses granted to TGTX hereunder; (iii) Rhizen owns or possesses adequate right, title and interest in the Rhizen Intellectual Property Rights to grant the license thereto to TGTX as provided in this Agreement; (iv) No claim or litigation has been brought, or is threatened to be brought, by any person or entity (A) alleging that any of the Rhizen Patents in the Territory is invalid or unenforceable, (B) relating to the Rhizen Intellectual Property, or (C) alleging that use of the Rhizen Intellectual Property in the Territory infringes or otherwise conflicts or interferes with any intellectual property or proprietary right of any Third Party; (v) No Third Party has infringed or misappropriated any Rhizen Intellectual Property by making, using, importing, offering for sale or selling the Product and, as of the Effective Date, there is no actual or threatened infringement or misappropriation of the Rhizen Technology by any Third Party by making, using, importing, offering for sale or selling the Product; (vi) Neither A) TGTX’s exercise of its rights hereunder notice issued with respect to the Rhizen Intellectual Property, nor (B) TGTX’s Development or Commercialization of the Product in the Territory, shall infringe any valid and enforceable Patent breach of any Third Party; (vii) This Agreement is consistent with all Third Party license agreements in all respects and does not conflict withenvironmental, violate, breach health or otherwise give rise to a default by Rhizen under, any term of any Third Party license agreement; (viii) Rhizen has obtained any and all consents, if any, required from Third Parties for Rhizen to enter into this Agreement and to grant to TGTX the licenses and other rights provided herein and has provided a copy of such consents to TGTX; (ix) Rhizen has not received any written notice from any Third Party claiming that the manufacture, use, sale, or importation of the Compound or Product by Rhizen prior safety law applicable to the Effective Date infringed any patent owned or controlled by any Third Party; (x) Rhizen has not granted any license or other right to any Third Party regarding the Product and/or the Rhizen Intellectual Property Rights; (xi) Rhizen has not received any grant from or entered into any agreement with any government and/or any of its subdivisions or federal governmental bodies, or any other governmental bodies, regarding the Compound and/or the Rhizen Intellectual Property Rights; and (xii) All products and materials supplied by Rhizen to TGTX pursuant to this Agreement shall be manufactured, handled and stored by Rhizen or its Third Party contract manufacture(s): (i) in accordance with the agreed upon specification and (ii) in compliance with applicable Laws and regulationsProperty, including without limitation, respecting the GMP requirements.use, storage, treatment, transportation or disposition of environmental contaminants, which demand or notice remains outstanding on the date hereof; (k) all data and other information relating to the Property that is known to Vendor and that either concerns a matter that has had or could reasonably be expected to have a material adverse effect on the Property or prospective operations on the Property or that could otherwise be material to a purchaser of the Property has been disclosed in writing to Purchaser and none of which contains any untrue statement of material fact or omits to state any material fact necessary, in light of the circumstances under which it was made, to make the statements therein not misleading; (l) Vendor understands that the offer and the sale of the Purchase Price Shares has not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or any U.S. state securities law by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of Vendor and of the other representations made by Vendor in this Agreement. Vendor understands that Purchaser is relying upon the representations, covenants and agreements contained in this Agreement (and any supplemental information) for the purposes of determining whether this transaction meets the requirements for such exemptions; (m) Vendor agrees to furnish any additional information requested to assure compliance with applicable U.S. securities laws in connection with the purchase and sale of the Purchase Price Shares; (n) This Agreement is being executed by Vendor outside the United States (as defined in Rule 902(l) of Regulation S under the Securities Act) and Vendor is acquiring the Purchase Price Shares in an Offshore Transaction (as defined in Rule 902(h) of Regulation S). The Purchase Price Shares were not offered to Vendor in the United States, and at the time of execution of this Agreement by Vendor and at the time of any offer to Vendor to purchase the Purchase Price Shares hereunder, Vendor was outside of the United States. Vendor is not a U.S. Person (as defined in Rule 902(k) of Regulation S); (o) Vendor is acquiring the Purchase Price Shares for its own account for investment, for investment purposes and not with a view to or for resale in connection with any distribution of the Purchase Price Shares. Vendor has not offered or sold any portion of the Purchase Price Shares and has no present intention of dividing the Purchase Price Shares with others or of selling, distributing or otherwise disposing of any portion of the Purchase Price Shares either currently or after the passage of a fixed or determinable period of time or upon the occurrence or non-occurrence of any predetermined event or circumstance. Vendor is not a “distributor” (as defined in Rule 902(d) of Regulation S); (p) Vendor is not acquiring the Purchase Price Shares pursuant to an arrangement with a purchaser in the United States who is a U.S. person, nor is Vendor’s purchase of the Purchase Price Shares part of a plan or scheme to evade the registration provision of the Securities Act; (q) Vendor understands that the Purchase Price Shares are “restricted securities” under applicable federal securities laws and that the Securities Act and the rules of the Securities and Exchange Commission (the “Commission”) provide in substance that Vendor may dispose of the Purchase Price Shares only pursuant to an effective registration statement under the Securities Act or an exemption therefrom, and Vendor understands that Purchaser has no obligation or intention to register any of the Purchase Price Shares purchased by Vendor hereunder or to take action so as to permit sales pursuant to the Securities Act (including Rule 144 thereunder). As a consequence, Vendor understands that there is no public market for the Purchase Price Shares and Vendor therefore must bear the economic risks of the investment in the Purchase Price Shares for an indefinite period of time. Vendor understands that Vendor may not at any time demand the purchase by Purchaser of Vendor’s Shares; (r) Vendor understands that the sale of the Purchase Price Shares has not been registered under the Securities Act in reliance upon an exemption therefrom for non-public or limited offerings or in accordance with the provisions of Regulation S. Vendor covenants that it will not make any resale, transfer or other disposition of the Purchase Price Shares except in accordance with the provisions of Regulation S (Rule 901 through 905 and Preliminary Notes), pursuant to registration under the Securities Act, or pursuant to an available exemption from registration (accompanied by an opinion of counsel acceptable to Purchaser that such resale, transfer or other disposition is exempt from the registration provisions of all applicable federal and state laws). Vendor agrees not to engage in any hedging transactions with regard to the Purchase Price Shares (or any securities issued upon conversion thereof) unless the same are in compliance with the Securities Act. Vendor understands and agrees that Purchaser makes no representation as to the compliance with applicable local laws of any territory or jurisdiction outside the Unties States in connection with the purchase of the Purchase Price Shares; (s) Vendor is not subscribing for Shares as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio, or presented at any seminar or meeting;

REPRESENTATIONS, WARRANTIES AND CERTAIN COVENANTS. 8.1 6.1 Each Party represents, warrants and covenants to the other that: (i) It is a company or corporation duly organized, validly existing, and in good standing under the Laws of the jurisdiction in which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including, without limitation, the right to grant the licenses granted by it hereunder; (ii) As of the Effective Date, (i) it has the corporate power and authority and the legal right to enter into this Agreement and perform its obligations hereunder; (ii) it has taken all necessary corporate action on its part required to authorize the execution and delivery of the Agreement and the performance of its obligations hereunder; and (iii) the Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid, and binding obligation of such Party that is enforceable against it in accordance with its terms. The execution, delivery and performance of this Agreement by it does not conflict with any agreement or instrument, oral or written, to which it is a party or by which it may be bound; (iii) It has not granted, and shall not grant, any right to any Third Party which would conflict with the rights granted to the other Party hereunder; and (iv) It is not a party to any agreement that would prevent it from granting the rights granted to the other Party under this Agreement or performing its obligations under this Agreement. The execution, delivery and performance of this Agreement shall not violate, conflict with or constitute a default under any agreement (including its corporate charter or other organizational documents) to which it is a party or to which it may be bound, or to its best knowledge, any applicable Laws or order of any court or other tribunal. 8.2 Rhizen 6.2 Novimmune represents and warrants and covenants to TGTX that as of the Effective Date: (i) All rights pertaining to the Rhizen Novimmune Product Patents and Novimmune Platform Patents are owned by RhizenNovimmune; (ii) The Rhizen Novimmune Product Patents and Novimmune Platform Patents are not subject to any encumbrance, lien or claim or ownership by any Third Party that is inconsistent with the rights and licenses granted to TGTX hereunder; (iii) Rhizen Novimmune owns or possesses adequate right, title and interest in the Rhizen Intellectual Property Rights Novimmune Product Patents and Novimmune Platform Patents to grant the license thereto to TGTX as provided in this Agreement; (iv) No claim or litigation has been brought, or is threatened to be brought, by any person or entity (A) alleging that any of the Rhizen Novimmune Product Patents or Novimmune Platform Patents in the Territory is invalid or unenforceable, or (B) relating to the Rhizen Intellectual Property, or (C) alleging that use of the Rhizen Intellectual Property Novimmune Product Patents or Novimmune Platform Patents in the Territory infringes or otherwise conflicts or interferes with any intellectual property or proprietary right of any Third Party; (v) No Third Party has infringed or misappropriated any Rhizen Intellectual Property Novimmune Product Patents by making, using, importing, offering for sale or selling the Compound or the Product and, as of the Effective Date, there is no actual or threatened infringement or misappropriation of the Rhizen Technology Novimmune Know How by any Third Party by making, using, importing, offering for sale or selling the Compound or the Product; (vi) Neither To Novimmune’s knowledge, neither A) TGTX’s exercise of its rights hereunder with respect to the Rhizen Intellectual PropertyNovimmune Product Patents or Novimmune Platform Patents, nor (B) TGTX’s Development or Commercialization of the Product in the Territory, shall infringe any valid and enforceable Patent of any Third Party; (vii) This Agreement is consistent with all Novimmune’s Third Party license agreements in all respects and does not conflict with, violate, breach or otherwise give rise to a default by Rhizen Novimmune under, any term of any Novimmune Third Party license agreement; (viii) Rhizen Novimmune has obtained any and all consents, if any, required from Third Parties for Rhizen Novimmune to enter into this Agreement and to grant to TGTX the licenses and other rights provided herein and has provided a copy of such consents to TGTX; (ix) Rhizen Novimmune has not received any written notice from any Third Party claiming that the manufacture, use, sale, or importation of the Compound or Product by Rhizen Novimmune prior to the Effective Date infringed any patent owned or controlled by any Third Party; (x) Rhizen Novimmune has not granted any license or other right to any Third Party regarding the Compound or the Product and/or the Rhizen Intellectual Property Rights;Novimmune Product Patents; and (xi) Rhizen Novimmune has not received any grant from or entered into any agreement with any government and/or any of its subdivisions or federal governmental bodies, or any other governmental bodies, regarding the Compound or the Product and/or the Rhizen Intellectual Property Rights; andNovimmune Product Patents. (xii) All products Novimmune has ended its CD47/CD19 bispecific antibody program and materials supplied by Rhizen will not engage in a future program that will produce bispecific antibodies that target CD47/CD19. 6.3 Representations, Warranties, and Covenants of TGTX. 6.3.1 TGTX agrees that all of its activities, and the activities of its Affiliates related to TGTX its use of the Novimmune Product and Platform Patents and Novimmune Know-How and all Development and Commercialization of the Product including the transport, storage, sale and promotion thereof, pursuant to this Agreement shall be manufacturedcomply with all applicable legal and regulatory requirements. TGTX and its Affiliates shall not engage in any activities that use the Novimmune Product and Platform Patents and/or Novimmune Know-How in a manner that is outside the scope of the license rights granted to TGTX hereunder. TGTX represents and warrants that it will comply with the U.K. Bribery Act, handled the United States Foreign Corrupt Practices Act and stored by Rhizen any and all other applicable Laws prohibiting corruption or its Third Party contract manufacture(s): bribery (collectively referred to as the “Anti-Corruption Laws”). 6.3.2 TGTX represents, warrants, and covenants that (i) the issuance of the Shares has been duly authorized by all necessary corporate action; (ii) upon issuance, the Shares will be validly issued, fully paid and nonassessable, free and clear of all liens, encumbrances, restrictions (including under the Securities Act), charges, security interests, rights of first refusal and preemptive rights; and (iii) TGTX shall reserve from its authorized and unissued shares of Common Stock, a sufficient number of shares of Common Stock to issue Novimmune the shares in accordance with the agreed upon specification and (ii) in compliance with applicable Laws and regulations, including without limitation, the GMP requirementsArticle 6 hereof.