Common use of REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS Clause in Contracts

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. (a) Each Purchaser acknowledges that the offering and sale of the Shares and Warrants have not been registered under the Securities Act or any state securities law and that neither the Shares nor Warrants may be offered, sold, pledged or otherwise transferred (i) in the absence of such registration, (ii) unless the Company receives an opinion of counsel reasonably acceptable to it that such offer, sale, pledge or transfer is exempt from any registration and prospectus delivery requirements of the Securities Act and any applicable state securities laws or (iii) unless the Shares or the Warrant Shares, as the case may be, are sold pursuant to Rule 144 promulgated under the Securities Act ("Rule 144") in accordance with the terms of such rule. Except as otherwise permitted by Section 7.3, each certificate for the Shares issued at the Closing, or the Warrant Shares, as the case may be, or upon direct or indirect transfer of or in substitution thereof, shall be stamped or otherwise imprinted with a legend in substantially the following form: The Shares represented by this certificate have not been registered under the Securities Act of 1933, as amended, or under any applicable state securities laws and may not be offered, sold, pledged or transferred in the absence of such registration unless the Company receives an opinion of counsel, in form, substance and scope reasonably acceptable to the Company, that such offer, sale,

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. (a) Each Purchaser acknowledges that the offering and sale of the Shares and Warrants have not been been, and that the Warrant Shares will not be, registered under the Securities Act or any state securities law and that neither the Shares nor Warrants may not be offered, sold, pledged or otherwise transferred (i) in the absence of such registration, (ii) unless the Company receives an opinion of counsel reasonably acceptable to it that such offer, sale, pledge or transfer is exempt from any registration and prospectus delivery requirements of the Securities Act and any applicable state securities laws or (iii) unless the Shares or the Warrant Shares, as the case may be, Shares are sold pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended (the "Securities Act") ("Rule 144") in accordance with the terms of such rule. Except as otherwise permitted by Section 7.3, each certificate for the Shares issued at the Closing, or Closing and the Warrant Shares, as the case may be, or upon direct or indirect transfer of or in substitution thereof, shall be stamped or otherwise imprinted with a legend in substantially the following form: The Shares represented by this certificate have not been registered under the Securities Act of 1933, as amended, or under any applicable state securities laws and may not be offered, sold, pledged or transferred in the absence of such registration unless the Company receives an opinion of counsel, in form, substance and scope reasonably acceptable to the Company, that such offer, sale,, pledge or transfer is exempt from any registration and prospectus delivery requirements of the Securities Act and such applicable state securities laws. Each Purchaser acknowledges and agrees that the Warrants will contain a similar legend, as set forth on the top of the form of Warrant attached as Exhibit A hereto. (b) Each Purchaser represents and warrants, as of the date hereof and as of the Closing Date, to, and covenants with, the Company that: (i) the Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the Units contemplated hereby, is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in equity securities presenting an investment decision like that involved in the purchase of the Units, including investments in equity securities issued by development-state biotechnology companies; (ii) the Purchaser or its counsel, accountants or other investment advisers have requested, received, reviewed and considered all information deemed relevant by them in making an informed decision to purchase the Units, (iii) the Purchaser is acquiring the Units in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of the Securities, nor is there any arrangement or understanding with any other persons regarding the distribution of the Securities; provided however, that such representation and warranty will not limit the Purchaser's right to sell Shares and the Warrant Shares pursuant to the Registration Statement or pursuant to an exemption from the Securities Act; (iv) the Purchaser will not, directly or indirectly, offer, sell (including sell short), pledge, transfer or otherwise dispose of (or

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. (a) Each Purchaser acknowledges that the offering and sale of the Shares and Warrants have not been been, and that the Warrant Shares will not be, registered under the Securities Act or any state securities law and that neither the Shares nor Warrants may not be offered, sold, pledged or otherwise transferred (i) in the absence of such registration, (ii) unless the Company receives an opinion of counsel reasonably acceptable to it that such offer, sale, pledge or transfer is exempt from any registration and prospectus delivery requirements of the Securities Act and any applicable state securities laws or (iii) unless the Shares or the Warrant Shares, as the case may be, Shares are sold pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended (the "Securities Act") ("Rule 144") in accordance with the terms of such rule. Except as otherwise permitted by Section 7.3, each certificate for the Shares issued at the Closing, or Closing and the Warrant Shares, as the case may be, or upon direct or indirect transfer of or in substitution thereof, shall be stamped or otherwise imprinted with a legend in substantially the following form: The Shares represented by this certificate have not been registered under the Securities Act of 1933, as amended, or under any applicable state securities laws and may not be offered, sold, pledged or transferred in the absence of such registration unless the Company receives an opinion of counsel, in form, substance and scope reasonably acceptable to the Company, that such offer, sale,, pledge or transfer is exempt from any registration and prospectus delivery requirements of the Securities Act and such applicable state securities laws. Each Purchaser acknowledges and agrees that the Warrants will contain a similar legend, as set forth on the top of the form of Warrant attached as Exhibit A hereto.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. (a) Each Purchaser acknowledges that the offering and sale of the Shares and Warrants have not been registered under the Securities Act or any state securities law and that neither the Shares nor Warrants may not be offered, sold, pledged or otherwise transferred (i) in the absence of such registration, unless (iii) unless the Company receives an opinion of counsel reasonably acceptable to it that such offer, sale, pledge or transfer is exempt from any registration and prospectus delivery requirements of the Securities Act and any applicable state securities laws or (iiiii) unless the Shares or the Warrant Shares, as the case may be, are sold pursuant to Rule 144 promulgated under the Securities Act ("Rule 144") in accordance with the terms of such rule. Except as otherwise permitted by Section 7.37.2, each certificate for the Shares issued at the Closing, or the Warrant Shares, as the case may be, or upon direct or indirect transfer of or in substitution thereof, shall be stamped or otherwise imprinted with a legend in substantially the following form: The Shares represented by this certificate have not been registered under the Securities Act of 1933, as amended, or under any applicable state securities laws and may not be offered, sold, pledged or transferred in the absence of such registration unless the Company receives an opinion of counsel, in form, substance and scope reasonably acceptable to the Company, that such offer, sale,, pledge or transfer is exempt from any registration and prospectus delivery requirements of the Securities Act and such applicable state securities laws. (b) Each Purchaser represents and warrants, as of the date hereof and as of the Closing Date, to, and covenants with, the Company that: (i) the Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the Shares contemplated hereby, is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in equity securities presenting an investment decision like that involved in the purchase of the Shares, including investments in equity securities issued by Internet companies; (ii) the Purchaser or its counsel, accountants or other investment advisers have requested, received, reviewed and considered all information deemed relevant by them in making an informed decision to purchase the Shares, (iii) the Purchaser is acquiring the Shares in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of the Shares, nor is there any arrangement or understanding with any other persons regarding the distribution of the Shares; provided however, that such representation and warranty will not limit the Purchaser's right to sell Shares pursuant to the Registration Statement (as defined in Section 7 below) or pursuant to an exemption from the Securities Act; (iv) the Purchaser will not, directly or indirectly, offer, sell (including sell short), pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act, and the rules and regulations promulgated thereunder; (v) the Purchaser has completed or caused to be completed the Registration Statement Questionnaire and the Stock Certificate Questionnaire, both attached hereto as Appendix I, and the answers thereto are true, correct and complete as of the date hereof and will be true, correct and complete as of the effective date of the Registration Statement; (vi) the Purchaser has, in connection with its decision to purchase the Shares, relied solely upon the PPM, the SEC Documents and the representations and warranties contained herein, as well as any investigation completed by the Purchaser or its counsel, accountants or other investment advisers; (vii) the Purchaser is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act or is not a "U.S. Person" as defined in Regulation S promulgated under the Securities Act; (viii) the Purchaser will supply the Company with such other facts as from time to time are deemed necessary or desirable in order to ascertain that no violation has occurred of any securities laws of the United States or any other relevant jurisdiction, including the Securities Act; and (ix) the Purchaser shall provide promptly such information and execute and deliver such documents as may be necessary to comply with any and all laws and ordinances to which the Company may be subject. (c) Each Purchaser agrees not to make any sale of the Shares under the Registration Statement without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied, and each Purchaser acknowledges and agrees that such Shares are not transferable on the books of the Company unless the certificate submitted to the transfer agent evidencing the Shares is accompanied by a separate officer's certificate: (i) in the form of Appendix II hereto, (ii) executed by an officer of, or other authorized person designated by, the Purchaser, and (iii) to the effect that (A) such Shares have been sold pursuant to and in accordance with the Registration Statement and (B) the requirement of delivering a current prospectus has been satisfied, unless exempt from registration and prospectus delivery requirements. Each Purchaser acknowledges that there may occasionally be times when the Company must suspend the use of the prospectus forming a part of the Registration Statement until such time as an amendment to the Registration Statement has been filed by the Company and declared effective by the Commission, or until such time as the Company has filed an appropriate report with the Commission pursuant to the Exchange Act. Each Purchaser agrees that it will not sell any Shares during the period commencing at the time at which the Company gives the Purchaser notice of the suspension of the use of said prospectus and ending at the time the Company gives the Purchaser notice that the Purchaser may thereafter effect sales pursuant to said prospectus. The Company shall only be able to suspend the use of said prospectus for periods aggregating no more than sixty (60) business days in any twelve-month period. Each Purchaser further agrees to notify promptly the Company of the sale of all of such Purchaser's Shares, and to notify promptly the Company in writing of any material changes in the information set forth in the Registration Statement relating to such Purchaser or its plan of distribution, or of any supplemental information required to be included in the Registration Statement relating to its plan of distribution. (d) Each Purchaser further represents and warrants, as of the date hereof and as of the Closing Date, to, and covenants with, the Company that: (i) the Purchaser has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and (ii) upon the execution and delivery of this Agreement, this Agreement shall constitute a valid and binding obligation of the Purchaser enforceable in accordance with its terms. (e) Each Purchaser acknowledges that it understands that the acquisition of the Shares is a high risk investment, that such risks include the information contained in "Risk Factors" and elsewhere in the PPM and that such Purchaser can bear the economic risks of such investment. Such Purchaser was not formed for the specific purpose of acquiring the Shares.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. (a) Each Purchaser acknowledges that the offering and sale of the Shares and Warrants have not been registered under the Securities Act or any state securities law and that neither the Shares nor Warrants may be offered, sold, pledged or otherwise transferred (i) in the absence of such registration, (ii) unless the Company receives an opinion of counsel reasonably acceptable to it that such offer, sale, pledge or transfer is exempt from any registration and prospectus delivery requirements of the Securities Act and any applicable state securities laws or (iii) unless the Shares or the Warrant Shares, as the case may be, are sold pursuant to Rule 144 promulgated under the Securities Act ("Rule 144") in accordance with the terms of such rule. Except as otherwise permitted by Section 7.3, each certificate for the Shares issued at the Closing, or the Warrant Shares, as the case may be, or upon direct or indirect transfer of or in substitution thereof, shall be stamped or otherwise imprinted with a legend in substantially the following form: The Shares represented by this certificate have not been registered under the Securities Act of 1933, as amended, or under any applicable state securities laws and may not be offered, sold, pledged or transferred in the absence of such registration unless the Company receives an opinion of counsel, in form, substance and scope reasonably acceptable to the Company, that such offer, sale,, pledge or transfer is exempt from any registration and prospectus delivery requirements of the Securities Act and such applicable state securities laws.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. (a) Each Purchaser acknowledges that the offering and sale of the Shares and Warrants have not been registered under the Securities Act or any state securities law and that neither the Shares nor Warrants may be offered, sold, pledged or otherwise transferred (i) in the absence of such registration, (ii) unless the Company receives an opinion of counsel reasonably acceptable to it that such offer, sale, pledge or transfer is exempt from any registration and prospectus delivery requirements of the Securities Act and any applicable state securities laws or (iii) unless the Shares or the Warrant Shares, as the case may be, are sold pursuant to Rule 144 promulgated under the Securities Act ("Rule 144") in accordance with the terms of such rule. Except as otherwise permitted by Section 7.3, each certificate for the Shares issued at the Closing, or the Warrant Shares, as the case may be, or upon direct or indirect transfer of or in substitution thereof, shall be stamped or otherwise imprinted with a legend in substantially the following form: The Shares represented by this certificate have not been registered under the Securities Act of 1933, as amended, or under any applicable state securities laws and may not be offered, sold, pledged or transferred in the absence of such registration unless the Company receives an opinion of counsel, in form, substance and scope reasonably acceptable to the Company, that such offer, sale,, Each Purchaser acknowledges and agrees that the Warrants will contain a similar legend, as set forth on the top of the form of Warrant set forth in Exhibit A. (b) Each Purchaser represents and warrants, as of the date hereof and as of the Closing Date, to, and covenants with, the Company that: (i) the Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in equity securities presenting an investment decision like that involved in the purchase of the Units, including investments in equity securities issued by development-stage biopharmaceutical companies; (ii) the Purchaser or its counsel, accountants or other investment advisers have requested, received, reviewed and considered all information deemed relevant by them in making an informed decision to purchase the Units, (iii) the Purchaser is acquiring the Units for its own account for investment only and with no present intention of distributing any of the Units, and there is no arrangement or understanding with any other persons regarding the distribution of the Units; provided however, that such representation and warranty will not limit the Purchaser's right to sell Shares or Warrant Shares pursuant to the Registration Statement or pursuant to an exemption from the Securities Act; (iv) the Purchaser will not, directly or indirectly, offer, sell (including sell short), pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares or Warrant Shares except in compliance with the Securities Act and the rules and regulations promulgated thereunder; (v) the Purchaser has completed or caused to be completed the Registration Statement Questionnaire and the Stock Certificate and Warrant Questionnaire, both set forth on Appendix I attached hereto, for use in preparation of the Registration Statement, and the answers thereto are true, correct and complete in all material respects as of the date hereof and will be true, correct and complete in all material respects as of the effective date of the Registration Statement; (vi) the Purchaser has, in connection with its decision to purchase the Units, relied solely upon the SEC Documents and the representations and warranties contained herein, as well as any investigation completed by the Purchaser or its counsel, accountants or other investment advisers; and (vii) the Purchaser is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act. (c) Each Purchaser agrees not to make any sale of the Shares or the Warrant Shares under the Registration Statement without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied, and each Purchaser acknowledges and agrees that such Shares and Warrant Shares are not transferable on the books of the Company unless the certificate submitted to the transfer agent evidencing the Shares or the Warrant Shares is accompanied by a separate officer's certificate: (i) in the form set forth on Appendix II attached hereto, (ii) executed by an officer of, or other authorized person designated by, the Purchaser, and (iii) to the effect that (A) such Shares or Warrant Shares have been sold pursuant to and in accordance with the Registration Statement and the "Plan of Distribution" section of the prospectus included therein and (B) the requirement of delivering a current prospectus has been