Authorization; Due Execution, Delivery and Performance of this Agreement. Each of Ipsen and Suraypharm has full legal right, corporate power and authority to enter into this Agreement and perform the transactions contemplated hereunder. This Agreement upon delivery will be duly authorized, executed and delivered by Ipsen and Suraypharm. The making, issuing and performance of this Agreement by Ipsen and Suraypharm, and the consummation of the transactions herein contemplated will not: (i) violate any provision of the organizational documents of either Ipsen or Suraypharm, (ii) violate any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other Governmental Entity applicable to Ipsen or Suraypharm, or (iii) violate any material contract, agreement, or instrument to which Ipsen is a party or by which it is bound, that would reasonably be expected to have a material adverse effect on Xxxxx’x ability to perform its obligations under this Agreement. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required for the execution and delivery by either Ipsen or Suraypharm of this Agreement or the consummation by either Ipsen or Suraypharm of the transactions contemplated hereby, other than such as have been made or obtained. Upon its execution and delivery, and assuming the valid execution thereof by Tercica, this Agreement will constitute the valid and binding obligations of each of Ipsen and Suraypharm enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
Authorization; Due Execution, Delivery and Performance of this Agreement. Genentech has full legal right, corporate power and authority to enter into the Purchase Documents and perform the transactions contemplated thereunder. Each of the Purchase Documents upon delivery will be duly authorized, executed and delivered by Genentech. The making, issuing and performance of the Purchase Documents by Genentech and the consummation of the transactions therein contemplated will not: (i) violate any provision of the organizational documents of Genentech, (ii) violate any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other Governmental Entity applicable to Genentech, or (iii) violate any material contract, agreement, or instrument to which Genentech is a party or by which it is bound, that would reasonably be expected to have a material adverse effect on Genentech’s ability to perform its obligations under the Purchase Documents. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required for the execution and delivery by Genentech of the Purchase Documents or the consummation by Genentech of the transactions contemplated thereby, other than such as have been made or obtained. Upon their execution and delivery, and assuming the valid execution thereof by Tercica and the other parties thereto, the Purchase Documents will constitute the valid and binding obligations of Genentech enforceable in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
