Common use of Xxxxxxxx-Xxxxx Act; Internal Accounting Controls Clause in Contracts

Xxxxxxxx-Xxxxx Act; Internal Accounting Controls. Rexahn is in compliance with any and all applicable requirements of the Xxxxxxxx-Xxxxx Act of 2002, as amended, that are effective as of the of completion of the Merger, and any and all applicable rules and regulations promulgated by the SEC thereunder that are effective as of the date of completion of the Merger. As of (i) the date of this Agreement and (ii) except as would not have or reasonably be expected to result in a Rexahn Material Adverse Effect, the date of completion of the Merger, Rexahn and each of the Rexahn Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and applicable law, and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. As of (i) the date of this Agreement and (ii) except as would not have or reasonably be expected to result in a Rexahn Material Adverse Effect, the date of completion of the Merger, Rexahn maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the 0000 Xxx) that are effective in ensuring that information required to be disclosed by Rexahn in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by Rexahn in the reports that it files or submits under the 1934 Act is accumulated and communicated to Rexahn’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. As of (i) the date of this Agreement and (ii) except as would not have or reasonably be expected to result in a Rexahn Material Adverse Effect, the date of completion of the Merger, during the twelve months prior to the date of this Agreement and the date of completion of the Merger, as applicable, neither Rexahn nor any of the Rexahn Subsidiaries has received any notice or correspondence from any accountant relating to any material weakness in any part of the system of internal accounting controls of Rexahn or any of the Rexahn Subsidiaries.

Xxxxxxxx-Xxxxx Act; Internal Accounting Controls. Rexahn The Company is in material compliance with any and all applicable requirements provisions of the Xxxxxxxx-Xxxxx Act of 2002, as amended, that are effective as of 2002 (the of completion of the Merger, “Xxxxxxxx-Xxxxx Act”) and any and all applicable related rules and regulations promulgated by the SEC thereunder that SEC, which are effective applicable to it as of the date of completion of the MergerClosing Date. As of (i) the date of this Agreement and (ii) except as would not have or reasonably be expected to result in a Rexahn Material Adverse Effect, the date of completion of the Merger, Rexahn and each of the Rexahn Subsidiaries maintain The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and applicable law, United States generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization authorizations, and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any differencedifferences. As of (i) the date of this Agreement The Company and (ii) except as would not its Subsidiaries have or reasonably be expected to result in a Rexahn Material Adverse Effect, the date of completion of the Merger, Rexahn maintains established and maintained disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-14 and Rule l5d-14 under the 0000 Xxx) that are effective in ensuring that information required to be disclosed by Rexahn in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, Exchange Act); such disclosure controls and procedures are designed to ensure that material information required relating to be disclosed by Rexahn in the reports that it files or submits under Company and its Subsidiaries is made known to the 1934 Act is accumulated and communicated to RexahnCompany’s management, including its principal executive officer or officers and its principal financial officer or officersby others within those entities, as appropriateand such disclosure controls and procedures are effective to perform the functions for which they were established; since September 30, to allow timely decisions regarding required disclosure. As 2005, the Company’s auditors and the audit committee of the board of directors of the Company have been advised of: (i) any significant deficiencies in the date design or operation of this Agreement internal controls which could adversely affect the Company’s or its Subsidiaries’ ability to record, process, summarize, and report financial data; and (ii) except as would any fraud, whether or not material, that involves management or other employees who have a role in the Company’s or reasonably be expected to result its Subsidiaries’ internal controls; since September 30, 2005, any material weaknesses in a Rexahn Material Adverse Effect, internal controls have been identified for the Company’s auditors; since the date of completion the most recent evaluation of such disclosure controls and procedures, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses; since September 30, 2005, the principal executive officer and principal financial officer of the MergerCompany have made all certifications required by the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC, during the twelve months prior to the date of this Agreement and the date of completion statements contained in any such certification are complete and correct; and the Company and its Subsidiaries are otherwise in compliance with all applicable provisions of the Merger, as applicable, neither Rexahn nor any of the Rexahn Subsidiaries has received any notice or correspondence from any accountant relating to any material weakness in any part of the system of internal accounting controls of Rexahn or any of the Rexahn SubsidiariesXxxxxxxx-Xxxxx Act that are effective.

Xxxxxxxx-Xxxxx Act; Internal Accounting Controls. Rexahn is in compliance with any and all applicable requirements of the Xxxxxxxx-Xxxxx Act of 2002, as amended, that are effective as of the of completion of the Merger, and any and all applicable rules and regulations promulgated by the SEC thereunder that are effective as of the date of completion of the Merger. As of (i) the date of this Agreement Initial Subscription Date and (ii) except as would not have or reasonably be expected to result in a Rexahn Material Adverse Effect, the date of completion of the Merger, Rexahn and each of the Rexahn Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s 's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and applicable law, and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s 's general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. As of (i) the date of this Agreement Initial Subscription Date and (ii) except as would not have or reasonably be expected to result in a Rexahn Material Adverse Effect, the date of completion of the Merger, Rexahn maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the 0000 Xxx) that are effective in ensuring that information required to be disclosed by Rexahn in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by Rexahn in the reports that it files or submits under the 1934 Act is accumulated and communicated to Rexahn’s 's management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. As of (i) the date of this Agreement Initial Subscription Date and (ii) except as would not have or reasonably be expected to result in a Rexahn Material Adverse Effect, the date of completion of the Merger, during the twelve months prior to the date of this Agreement Initial Subscription Date and the date of completion of the Merger, as applicable, neither Rexahn nor any of the Rexahn Subsidiaries has received any notice or correspondence from any accountant relating to any material weakness in any part of the system of internal accounting controls of Rexahn or any of the Rexahn Subsidiaries.

Xxxxxxxx-Xxxxx Act; Internal Accounting Controls. Rexahn BioPharmX is in compliance with any and all applicable requirements of the Xxxxxxxx-Xxxxx Act of 2002, as amended, that are effective as of the date of completion of the Merger, and any and all applicable rules and regulations promulgated by the SEC thereunder that are effective as of the date of completion of the Merger. As of (i) the date of this Agreement and (ii) except as would not have or reasonably be expected to result in a Rexahn Material Adverse Effect, the date of completion of the Merger, Rexahn BioPharmX and each of the Rexahn BioPharmX Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP GAAP, consistently applied during the periods involved and applicable law, and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. As of (i) the date of this Agreement and (ii) except as would not have or reasonably be expected to result in a Rexahn Material Adverse Effect, the date of completion of the Merger, Rexahn BioPharmX maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the 0000 Xxx) that are effective in ensuring that information required to be disclosed by Rexahn BioPharmX in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by Rexahn BioPharmX in the reports that it files or submits under the 1934 Act is accumulated and communicated to RexahnBioPharmX’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. As of (i) the date of this Agreement and (ii) except Except as would not have or reasonably be expected to result set forth in a Rexahn Material Adverse Effect, the date of completion of the MergerSchedule A1(g), during the twelve months prior to the date of this Agreement and the date of completion of the Merger, as applicable, hereof neither Rexahn BioPharmX nor any of the Rexahn BioPharmX Subsidiaries has received any notice or correspondence from any accountant relating to any material weakness in any part of the system of internal accounting controls of Rexahn BioPharmX or any of the Rexahn BioPharmX Subsidiaries.