Common use of Representations, Warranties and Covenants of Affiliate Clause in Contracts

Representations, Warranties and Covenants of Affiliate. Affiliate represents, warrants and covenants as follows: (a) Affiliate has full power and authority to execute this Agreement, to make the representations, warranties and covenants herein contained and to perform Affiliate's obligations hereunder. (b) Set forth below the signatures below is the number of Company Shares owned by Affiliate, including all Company Shares as to which Affiliate has sole or shared voting or investment power and all rights, options and warrants to acquire the shares of capital stock of the Company owned or held by Affiliate. (c) Affiliate will not sell, transfer, exchange, pledge or otherwise dispose of, or make any offer or agreement relating to any of the foregoing with respect to, any Parent Shares that Affiliate may acquire in connection with the Merger, or any securities that may be paid as a dividend or otherwise distributed thereon or with respect thereto or issued or delivered in exchange or substitution therefor (all such shares and other securities of Parent are sometimes collectively referred to as "Restricted Securities"), or any option, right or other interest with respect to any Restricted Securities, unless: (i) such transactions is permitted pursuant to Rule 145(c) and 145(d) under the Securities Act; (ii) counsel representing Affiliate, which counsel is reasonably satisfactory to Parent, shall have advised Parent in a written opinion letter satisfactory to Parent and Parent's legal counsel, and upon which Parent and its legal counsel may rely, that no registration under the Securities Act would be required in connection with the proposed sale, transfer or other disposition; (iii) a registration statement under the Securities Act covering the Parent Shares proposed to be sold, transferred or otherwise disposed of, describing the manner and terms of the proposed sale, transfer or other dispositions, and containing a current prospectus, shall have been filed with the SEC and made effective under the Securities Act; or (iv) an authorized representative of the SEC shall have rendered written advice to Affiliate (sought by Affiliate or counsel to Affiliate, with a copy thereof and all other related communications delivered to Parent) to the effect that the SEC would take no action, or that the staff of the SEC would not recommend that the SEC take any action, with respect to the proposed disposition if consummated. (d) Affiliate is not aware of, or participating in, any present plan or intention (a "Plan") on the part of the Company's stockholders to sell, transfer, exchange, pledge or otherwise dispose of, including a distribution by a partnership to its partners, or a corporation to its stockholders, or any other transaction which results in a reduction in the risk of ownership (any of the foregoing, a "Sale") of Parent Shares to be issued in the Merger such that the aggregate fair market value, as of the Effective Time of the Merger, of the Parent Shares subject to such Sales would exceed fifty percent (50%) of the aggregate fair market value of all shares of outstanding shares of the Company immediately prior to the Merger. For purposes of the preceding sentence, Parent Shares (i) which are exchanged for cash in lieu of fractional Parent Shares or (ii) with respect to which a pre-Merger Sale occurs in a Related Transaction (as defined below), shall be considered to be Company

Representations, Warranties and Covenants of Affiliate. Affiliate represents, warrants and covenants as follows: (a) Affiliate has full power and authority to execute this Agreement, to make the representations, warranties and covenants herein contained and to perform Affiliate's obligations hereunder. (b) Set forth below the signatures below is the number of Company Shares shares of BioStar capital stock owned by Affiliate, including all Company Shares BioStar capital stock as to which Affiliate has sole or shared voting or investment power and all rights, options and warrants to acquire the shares of BioStar capital stock of the Company owned or held by Affiliate. (c) Except as may be specifically required by court order, Affiliate will not sell, transfer, exchange, pledge or otherwise dispose of, or make any offer or agreement relating to any of the foregoing with respect to, any Parent Shares shares of Cortech Common Stock that Affiliate may acquire in connection with the Merger, or any securities that may be paid as a dividend or otherwise distributed thereon or with respect thereto or issued or delivered in exchange or substitution therefor (all such shares and other securities of Parent Cortech are sometimes collectively referred to as "Restricted Securities"), or any option, right or other interest with respect to any Restricted Securities, unless: (i) such transactions transaction is permitted pursuant to Rule 145(c) and 145(d) under the Securities Act; (ii) counsel representing Affiliate, which counsel is reasonably satisfactory to ParentCortech, shall have advised Parent Cortech in a written opinion letter satisfactory to Parent Cortech and ParentCortech's legal counsel, and upon which Parent Cortech and its legal counsel may rely, that no registration statement under the Securities Act would be required in connection with the proposed sale, transfer or other disposition; (iii) a registration statement under the Securities Act covering the Parent Shares Cortech Common Stock proposed to be sold, transferred or otherwise disposed of, describing the manner and terms of the proposed sale, transfer or other dispositionsdisposition, and containing a current prospectus, shall have been filed with the SEC and made effective under the Securities Act; or (iv) an authorized representative of the SEC shall have rendered written advice to Affiliate (sought by Affiliate or counsel to Affiliate, with a copy thereof and all other related communications delivered to ParentCortech) to the effect that the SEC would take no action, or that the staff of the SEC would not recommend that the SEC take any action, with respect to the proposed disposition if consummated. (d) Affiliate has, and as of the Effective Time of the Merger will have, no present plan or intent to engage in a sale, exchange, transfer, pledge, disposition or any other transaction that results in a reduction in the risk of ownership (collectively, a "Sale") with respect to more than ___% of the shares of Cortech Common Stock to be acquired by the undersigned Affiliate upon consummation of the Merger. Affiliate is not aware of, or participating in, any present plan or intention (a "Plan") on the part of the Company's BioStar stockholders to sell, transfer, exchange, pledge or otherwise dispose of, including a distribution by a partnership to its partners, or a corporation to its stockholders, or any other transaction which results engage in a reduction in the risk Sales of ownership (any shares of the foregoing, a "Sale") of Parent Shares Cortech Common Stock to be issued in the Merger such that the aggregate fair market value, as of the Effective Time of the Merger, of the Parent Shares shares subject to such Sales would exceed fifty percent (50%) ___% of the aggregate fair market value of all shares of outstanding shares of the Company BioStar capital stock immediately prior to the Merger. For purposes of the preceding sentence, Parent Shares shares of BioStar capital stock (i) which that are exchanged for cash in lieu of fractional Parent Shares shares of Cortech capital stock, or (ii) with respect to which a pre-Merger Sale sale occurs in a Related Transaction (as defined below), shall be considered to be Companyshares of BioStar capital stock that are exchanged for Cortech Common Stock in the Merger and then disposed of pursuant to a Plan. A Sale of Cortech Common Stock shall be considered to have occurred pursuant to a Plan if, among other things, such Sale occurs in a Related Transaction. For purposes of this Section 4(d), a "Related Transaction" shall mean a transaction that is in contemplation of, or related or pursuant to, the Merger or the Merger Agreements. If any of Affiliate's representations in this subsection (d) cease to be true at any time prior to the Effective Time of the Merger, Affiliate will deliver to each of BioStar and Cortech, prior to the Effective Time of the Merger, a written statement to that effect, signed by Affiliate.

Representations, Warranties and Covenants of Affiliate. Affiliate represents, warrants and covenants as follows: (a) Affiliate has full power and authority to execute this Agreement, to make the representations, warranties and covenants herein contained and to perform Affiliate's obligations hereunder. (b) Set forth below the signatures Affiliate's signature below is the number of Company Shares owned by Affiliate, including all Company Shares as to which Affiliate has sole or shared voting or investment power and all rights, options and warrants to acquire the shares of capital stock of the Company owned or held by Affiliate. (c) Affiliate will not sell, transfer, exchange, pledge or otherwise dispose of, or make any offer or agreement relating to any of the foregoing with respect to, any Parent Shares that Affiliate may acquire in connection with the Merger, or any securities that may be paid as a dividend or otherwise distributed thereon or with respect thereto or issued or delivered in exchange or substitution therefor (all such shares and other securities of Parent are sometimes collectively referred to as "Restricted Securities"), or any option, right or other interest with respect to any Restricted Securities, unless: (i) such transactions transaction is permitted pursuant to Rule 145(c) and 145(d) under the Securities Act; (ii) if reasonably requested by Parent, counsel representing Affiliate, which counsel is reasonably satisfactory to Parent, shall have advised Parent in a written opinion letter satisfactory to Parent and Parent's legal counsel, and upon which Parent and its legal counsel may rely, that no registration under the Securities Act would be required in connection with the proposed sale, transfer or other disposition; (iii) a registration statement under the Securities Act covering the Parent Shares proposed to be sold, transferred or otherwise disposed of, describing the manner and terms of the proposed sale, transfer or other dispositions, and containing a current prospectus, shall have been filed with the SEC and made effective under the Securities Act; or (iv) an authorized representative of the SEC shall have rendered written advice to Affiliate (sought by Affiliate or counsel to Affiliate, with a copy thereof and all other related communications delivered to Parent) to the effect that the SEC would take no action, or that the staff of the SEC would not recommend that the SEC take any action, with respect to the proposed disposition if consummated. (d) Affiliate is not aware of, or participating in, any present plan or intention (a "Plan") on the part of the Company's stockholders to sell, transfer, exchange, pledge or otherwise dispose of, including a distribution by a partnership to its partners, or a corporation to its stockholders, or any other transaction which results in a reduction in the risk of ownership (any of the foregoing, a "Sale") of Parent Shares to be issued in the Merger such that the aggregate fair market value, as of the Effective Time of the Merger, of the Parent Shares subject to such Sales would exceed fifty percent (50%) of the aggregate fair market value of all shares of outstanding shares of the Company immediately prior to the Merger. For purposes of the preceding sentence, Parent Shares (i) which are exchanged for cash in lieu of fractional Parent Shares or (ii) with respect to which a pre-Merger Sale occurs in a Related Transaction (as defined below), shall be considered to be Company

Representations, Warranties and Covenants of Affiliate. Affiliate representsI represent, warrants warrant and covenants covenant to Draxis that in the event I receive Draxis Common Stock as follows: (a) Affiliate has full power and authority to execute this Agreement, to make a result of the representations, warranties and covenants herein contained and to perform Affiliate's obligations hereunderMandatory Share Exchange. (b) Set forth below the signatures below is the number of Company Shares owned by Affiliate, including all Company Shares as to which Affiliate has sole or shared voting or investment power and all rights, options and warrants to acquire the shares of capital stock of the Company owned or held by Affiliate. (c) Affiliate will A. I shall not sell, transfer, exchange, pledge or otherwise dispose of, or make any offer or agreement relating to any of the foregoing with respect to, any Parent Shares that Affiliate may acquire in connection with the Merger, or any securities that may be paid as a dividend or otherwise distributed thereon or with respect thereto or issued or delivered in exchange or substitution therefor (all such shares and other securities of Parent are sometimes collectively referred to as "Restricted Securities"), or any option, right or other interest with respect to any Restricted Securities, unless: (i) such transactions is permitted pursuant to Rule 145(c) and 145(d) under the Securities Act; (ii) counsel representing Affiliate, which counsel is reasonably satisfactory to Parent, shall have advised Parent in a written opinion letter satisfactory to Parent and Parent's legal counsel, and upon which Parent and its legal counsel may rely, that no registration under the Securities Act would be required in connection with the proposed sale, transfer or other disposition; disposition of Draxis Common Stock in violation of the Act or the Rules and Regulations. B. I have been advised that the issuance of Draxis Common Stock to me pursuant to the Mandatory Share Exchange has been registered with the Commission under the Act on a Registration Statement Form F-4. However, I have also been advised that, because at the time the Mandatory Share Exchange is submitted for a vote of stockholders of DAHI, (a) I may be deemed to be an affiliate of DAHI and (b) the resale by me of Draxis Common Stock has not been registered under the Act, I may not sell, transfer or otherwise dispose of Draxis Common Stock issued to me in the Mandatory Share Exchange unless (i) such sale, transfer or other disposition is made in conformity with the volume and other limitations of Rule 145 promulgated by the Commission under the Act, (ii) such resale, transfer or other disposition has been registered under the Act or (iii) in the opinion of counsel reasonably acceptable to Draxis, such sale, transfer or other disposition is otherwise exempt from registration under the Act. C. I also understand that there will be placed on the certificates for Draxis Common Stock issued to me, or any substitutions therefor, a legend stating in substance: "THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE SECURITIES ACT OF 1993 APPLIES. THE SHARES REPRESENTED BY THIS CERTIFICATE MAY ONLY BE TRANSFERRED IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT DATED - , 1996 BETWEEN THE REGISTERED HOLDER HEREOF AND DRAXIS HEALTH INC., A COPY OF WHICH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICES OF DRAXIS HEALTH INC." D. I also understand that unless a sale or transfer is made in conformity with the provisions of Rule 145, or pursuant to a registration statement, Draxis reserves the right to put the following legend on the certificates issued to any transferee: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND WERE ACQUIRED FROM A PERSON WHO RECEIVED SUCH SHARES IN A TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE SECURITIES ACT OF 1933 APPLIES. THE SHARES HAVE BEEN ACQUIRED BY THE HOLDER NOT WITH A VIEW TO, OR FOR RESALE IN CONNECTION WITH, ANY DISTRIBUTION THEREOF WITHIN THE MEANING OF THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933." It is understood and agreed that the legends set forth in paragraphs C and D above shall be removed by delivery of substitute certificates without such legend upon (i) the transfer of the Draxis Common Stock represented by such certificate pursuant to a registration statement under the Securities Act covering or in accordance with the Parent Shares proposed to be soldapplicable provisions of Rule 145 under the Act (including, transferred or otherwise disposed ofwithout limitation, describing paragraph (d) thereof, (ii) the manner and terms expiration of the proposed salerestrictive period set forth in Rule 145(d), transfer or other dispositions, and containing a current prospectus, shall have been filed with the SEC and made effective under the Securities Act; or (iviii) an authorized representative the delivery by Affiliate to Draxis of a copy of a letter from the staff of the SEC shall have rendered written advice Commission, or an opinion of counsel reasonably satisfactory to Affiliate (sought by Affiliate or counsel Draxis in form and substance reasonably satisfactory to AffiliateDraxis, with a copy thereof and all other related communications delivered to Parent) to the effect that the SEC would take no action, or that the staff of the SEC would not recommend that the SEC take any action, with respect to the proposed disposition if consummated. (d) Affiliate such legend is not aware of, or participating in, any present plan or intention (a "Plan") on the part of the Company's stockholders to sell, transfer, exchange, pledge or otherwise dispose of, including a distribution by a partnership to its partners, or a corporation to its stockholders, or any other transaction which results in a reduction in the risk of ownership (any of the foregoing, a "Sale") of Parent Shares to be issued in the Merger such that the aggregate fair market value, as of the Effective Time of the Merger, of the Parent Shares subject to such Sales would exceed fifty percent (50%) of the aggregate fair market value of all shares of outstanding shares of the Company immediately prior to the Merger. For required for purposes of the preceding sentence, Parent Shares (i) which are exchanged for cash in lieu of fractional Parent Shares or (ii) with respect to which a pre-Merger Sale occurs in a Related Transaction (as defined below), shall be considered to be CompanyAct.

Representations, Warranties and Covenants of Affiliate. Affiliate represents, warrants and covenants as follows: (a) Affiliate has full power and authority to execute this Agreement, to make the representations, warranties and covenants herein contained and to perform Affiliate's obligations hereunder. (b) Set forth below the signatures signature below is the number of shares of Common Stock of the Company Shares ("Company Stock") owned by Affiliate, including all Company Shares Stock as to which Affiliate has sole or shared voting or investment power and all rights, options and warrants to acquire the shares of capital stock of the Company Stock owned or held by Affiliate. (c) Affiliate will not sell, transfer, exchange, pledge or otherwise dispose of, or make any offer or agreement relating to any of the foregoing with respect to, any Parent Shares shares of Common Stock of Alamar ("Alamar Stock") that Affiliate may acquire in connection with the Merger, or any securities that may be paid as a dividend or otherwise distributed thereon or with respect thereto or issued or delivered in exchange or substitution therefor (all such shares and other securities of Parent Alamar are sometimes collectively referred to as "Restricted Securities"), or any option, right or other interest with respect to any Restricted Securities, unless: (i) such transactions transaction is permitted pursuant to Rule 145(c) and 145(d) under the Securities Act; (ii) counsel representing Affiliate, which counsel is reasonably satisfactory to ParentAlamar, shall have advised Parent Alamar in a written opinion letter satisfactory to Parent Alamar and ParentAlamar's legal counsel, and upon which Parent Alamar and its legal counsel may rely, that no registration under the Securities Act would be required in connection with the proposed sale, transfer or other disposition; (iii) a registration statement under the Securities Act covering the Parent Shares Alamar Stock proposed to be sold, transferred or otherwise disposed of, describing the manner and terms of the proposed sale, transfer or other dispositionsdisposition, and containing a current prospectus, shall have been filed with the SEC Securities and Exchange Commission (the "SEC") and made effective under the Securities Act; or (iv) an authorized representative of the SEC shall have rendered written advice to Affiliate (sought by Affiliate or counsel to Affiliate, with a copy thereof and all other related communications delivered to ParentAlamar) to the effect that the SEC would take no action, or that the staff of the SEC would not recommend that the SEC take any action, with respect to the proposed disposition if consummated. (d) Affiliate is not aware ofhas, or participating inand as of the Effective Time will have, any no present plan or intention (a "Plan") on the part of the Company's stockholders to sell, transfer, exchange, pledge or otherwise dispose of, including a distribution by a partnership to its partners, or a corporation to its stockholdersshareholders, or any other transaction which results in a reduction in the risk of ownership (any of the foregoing, a "Sale") of Parent Shares the shares of Alamar Stock that Affiliate may acquire in connection with the Merger, or any securities that may be paid as a dividend or otherwise distributed thereon with respect thereto or issued or delivered in exchange or substitution therefor. Affiliate is not aware of, or participating in, any Plan on the part of the Company's shareholders to engage in Sales of the shares of Alamar Stock to be issued in the Merger such that the aggregate fair market value, as Merger. If any of Affiliate's representations in this Section 4(d) cease to be true at any time prior to the Effective Time of the MergerTime, of the Parent Shares subject Affiliate will deliver to such Sales would exceed fifty percent (50%) of the aggregate fair market value of all shares of outstanding shares each of the Company immediately and Alamar, prior to the Merger. For purposes of the preceding sentenceEffective Time, Parent Shares (i) which are exchanged for cash in lieu of fractional Parent Shares or (ii) with respect a written statement to which a pre-Merger Sale occurs in a Related Transaction (as defined below)that effect, shall be considered to be Companysigned by Affiliate.