Common use of Authorization of the Offered Securities Clause in Contracts

Authorization of the Offered Securities. The Offered Securities and the Warrant Shares have been duly authorized for issuance and sale pursuant to this Agreement or the Pre-Funded Warrants or the Warrants or the Warrant Agent Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement or the Pre-Funded Warrants or the Warrants or the Warrant Agent Agreement, the Offered Securities and, the Warrant Shares will be, upon their exercise (according to their terms, including the payment of the exercise price), validly issued, fully paid and nonassessable, and the issuance and sale of the Offered Securities, and the exercise of Pre-Funded Warrants or the Warrants, is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Offered Securities or the Warrant Shares which have not been duly withdrawn waived or satisfied. Upon the sale and delivery to the Representative of the Offered Securities, and payment therefor, the Representative will acquire good, marketable and valid title to such Offered Securities, free and clear of all pledges, liens, security interests, charges, claims or encumbrances. Upon issuance of Warrant Shares pursuant to the Pre-Funded Warrants or the Warrants or the Warrant Agent Agreement, the holders thereof will acquire good, marketable and valid title to the applicable Warrant Shares, free and clear of all pledges, liens, security interests, charges, claims or encumbrances. So long as Pre-Funded Warrants, Warrants or Option Warrants remain exercisable under the terms of the Pre-Funded Warrants, the Warrants or the Option Warrants, respectively, the Board of Directors of the Company (the “Board”) will ensure that the Company has authorized and reserved a sufficient number of Shares issuable or deliverable for purposes of the Pre-Funded Warrants, the Warrants and Option Warrants.

Authorization of the Offered Securities. The Offered Securities and the Warrant Shares have been duly authorized for issuance and sale pursuant to this Agreement or the Pre-Funded Warrants or the Warrants or the Warrant Agent Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement or the Pre-Funded Warrants or the Warrants or the Warrant Agent AgreementWarrants, the Offered Securities and, the Warrant Shares will be, upon their exercise (according to their terms, including the payment of the exercise price), validly issued, fully paid and nonassessable, and the issuance and sale of the Offered Securities, and the exercise of Pre-Funded Warrants or the Warrants, is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Offered Securities or the Warrant Shares which have not been duly withdrawn waived or satisfied. Upon the sale and delivery to the Representative of the Offered Securities, and payment therefor, the Representative will acquire good, marketable and valid title to such Offered Securities, free and clear of all pledges, liens, security interests, charges, claims or encumbrances. Upon issuance of Warrant Shares pursuant to the Pre-Funded Warrants or the Warrants or the Warrant Agent AgreementWarrants, the holders thereof will acquire good, marketable and valid title to the applicable Warrant Shares, free and clear of all pledges, liens, security interests, charges, claims or encumbrances. So long as Pre-Funded Warrants, Warrants or Option Warrants remain exercisable under the terms of the Pre-Funded Warrants, the Warrants or the Option Warrants, respectively, the Board of Directors of the Company (the “Board”) will ensure that the Company has authorized and reserved a sufficient number of Shares issuable or deliverable for purposes of the Pre-Funded Warrants, the Warrants and Option Warrants.

Authorization of the Offered Securities. The Offered Securities and in the Warrant form of Ordinary Shares have been duly authorized for issuance and sale (including pursuant to this Agreement or section 551 of the Pre-Funded Warrants or the Warrants or the Warrant Agent Agreement United Kingdom Companies Act 2006) and, when allotted and issued and delivered by the Company against payment therefor pursuant to this Agreement or the Pre-Funded Warrants or the Warrants or the Warrant Agent Agreement, the Offered Securities and, the Warrant Shares will be, upon their exercise (according to their terms, including the payment of the exercise price), be validly allotted and issued, fully paid and nonassessable, and the issuance and sale of the Offered Securities, and the exercise of Pre-Funded Warrants or the Warrants, is not subject to any call for the payment of further capital and will be free of any liens, encumbrances, preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Offered Securities in the form of Ordinary Shares and the Ordinary Shares represented by the ADSs, will rank equally in all respects with the existing Ordinary Shares. The Ordinary Shares represented by the ADSs may be freely deposited by the Company with the Depositary or its nominee against issuance of ADRs evidencing such Offered Securities, as contemplated by the Warrant Shares which Deposit Agreement. The Offered Securities in the form of ADSs have not been duly withdrawn waived authorized for issuance and sale pursuant to this Agreement (including, in respect of Ordinary Shares represented by the ADSs, pursuant to section 551 of the United Kingdom Companies Act 2006) and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be validly issued, fully paid and nonassessable, and the issuance and sale of the Offered Securities in the form of ADSs is not subject to any liens, encumbrances, preemptive rights, rights of first refusal or satisfiedother similar rights to subscribe for or purchase such Offered Securities (including those provided by section 561 (1) of the United Kingdom Companies Xxx 0000 in respect of the Ordinary Shares represented by ADSs). Upon the sale and delivery to the Representative Underwriters of the Offered Securities, and payment therefor, the Representative Underwriters will acquire good, marketable and valid title to such Offered Securities, free and clear of all pledges, liens, security interests, charges, claims or encumbrances. Upon issuance of Warrant Shares pursuant to the Pre-Funded Warrants or the Warrants or the Warrant Agent Agreement, the holders thereof will acquire good, marketable and valid title to the applicable Warrant Shares, free and clear of all pledges, liens, security interests, charges, claims or encumbrances. So long as Pre-Funded Warrants, Warrants or Option Warrants remain exercisable under the terms of the Pre-Funded Warrants, the Warrants or the Option Warrants, respectively, the Board of Directors of the Company (the “Board”) will ensure that the Company has authorized and reserved a sufficient number of Shares issuable or deliverable for purposes of the Pre-Funded Warrants, the Warrants and Option Warrants.

Authorization of the Offered Securities. The Offered Securities and the Warrant Shares have been duly authorized for issuance and sale pursuant to this Agreement or the Pre-Funded Warrants or the Warrants or the Warrant Agent Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement or the Pre-Funded Warrants or the Warrants or the Warrant Agent Agreement, the Offered Securities and, the Warrant Shares will be, upon their exercise (according to their terms, including the payment of the exercise price), be duly and validly issued, fully paid and nonassessable, free and the issuance and sale clear of the Offered Securitiesany pledge, and the exercise of Pre-Funded Warrants lien, encumbrance, security interest or the Warrantsother claim, is not subject to including any statutory or contractual preemptive rights, resale rights, rights of first refusal or other similar rights. The Shares are registered pursuant to Section 12 of the Exchange Act. The Offered Shares, when issued, will conform to the description thereof set forth in or incorporated into the Registration Statement, the Time of Sale Prospectus and the Prospectus. The Warrants have been duly authorized for issuance and sale pursuant to this Agreement and, when executed and delivered by the Company against payment therefor pursuant to this Agreement, will constitute valid and binding obligations of the Company enforceable in accordance with their terms, except that such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors’ rights to subscribe for or purchase the Offered Securities or the generally. The Warrant Shares which have not been duly withdrawn waived or satisfied. Upon the sale authorized and delivery to the Representative of the Offered Securities, and payment therefor, the Representative will acquire good, marketable and valid title to such Offered Securities, free and clear of all pledges, liens, security interests, charges, claims or encumbrances. Upon reserved for issuance of Warrant Shares pursuant to the Pre-Funded Warrants or the Warrants or the Warrant Agent Agreement, the holders thereof will acquire good, marketable and valid title to the applicable Warrant Shares, free and clear of all pledges, liens, security interests, charges, claims or encumbrances. So long as Pre-Funded Warrants, Warrants or Option Warrants remain exercisable under the terms of the Pre-Funded Warrants, and when issued by the Company upon valid exercise of the Warrants and payment of the exercise price, will be duly and validly issued, fully paid and nonassessable; and the issuance of the Warrant Shares will not be subject to any preemptive or the Option Warrants, respectively, the Board other similar rights of Directors any securityholder of the Company (other than such rights that have been duly waived or otherwise satisfied. The Warrants conform in all material respects to all statements relating thereto contained in the “Board”) will ensure that the Company has authorized and reserved a sufficient number of Shares issuable or deliverable for purposes of the Pre-Funded WarrantsRegistration Statement, the Warrants Time of Sale Prospectus and Option Warrantsthe Prospectus and such description conforms in all material respects to the rights set forth in the instruments defining the same.

Authorization of the Offered Securities. The Offered Securities Securities, the Warrant Shares, the Underwriter's Purchase Option and the Warrant Shares Purchase Option Securities have been duly authorized for issuance and sale pursuant to this Agreement or the Pre-Funded Warrants or the Warrants or the Warrant Agent Agreement andauthorized. The Securities, when issued sold and delivered by paid for in accordance with the Company against payment therefor pursuant to terms of this Agreement or the Pre-Funded Warrants or the Warrants or the Warrant Agent Agreement, the Offered Securities and, the Warrant Shares will be, upon their exercise (according to their terms, including the payment of the exercise price), be validly issued, fully paid and nonassessablenon-assessable and free of preemptive and, and with the issuance and sale exception of the Offered Securities, and the exercise of Pre-Funded Warrants or the Warrants, is not subject to any preemptive redemption rights, rights of first refusal or other similar rights to subscribe for or purchase the Offered Securities or the Warrant Shares which have not been duly withdrawn waived or satisfied. Upon the sale and delivery to the Representative of the Offered Securities, and payment therefor, the Representative will acquire good, marketable and valid title to such Offered Securities, free and clear of all pledges, liens, security interests, charges, claims or encumbrances. Upon issuance of Warrant Shares pursuant to the Pre-Funded Warrants or the Warrants or the Warrant Agent Agreement, the holders thereof will acquire good, marketable and valid title not be subject to the applicable personal liability solely by reason of being such holders. The Warrant Shares, free and clear of all pledges, liens, security interests, charges, claims or encumbrances. So long as Pre-Funded Warrants, Warrants or Option Warrants remain exercisable under when paid for in accordance with the terms of the Pre-Funded Warrants, the Warrants or the will be validly issued, fully paid and non-assessable and free of preemptive and redemption rights. The Underwriter's Purchase Option Warrantsand Purchase Option Securities, respectivelywhen sold to and paid for by you, the Board of Directors will be validly issued, and, when issued upon exercise of the Company (Underwriter's Purchase Option and the “Board”) Underwriter's Warrant in accordance with the terms at the price therein provided, will ensure that be validly issued, fully paid and non-assessable and free of preemptive and redemption rights. The Securities and the Underwriter's Purchase Option and the Purchase Option Securities conform to the descriptions thereof contained in the Registration Statement and in the Prospectus. The Company has authorized and reserved a sufficient for issuance the number of Shares shares of Common Stock issuable or deliverable for purposes upon exercise of the Pre-Funded Warrants, the Warrants and the Underwriter's Purchase Option Warrantsand the Purchase Option Securities issuable upon exercise of the Underwriter's Purchase Option and the Underwriter's Warrant.

Authorization of the Offered Securities. The Offered Securities and the Warrant Shares have been duly authorized for issuance and sale pursuant to this Agreement or the Pre-Funded Warrants or the Warrants or the Warrant Agent Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of any pledge, lien, encumbrance, security interest or other claim, including any statutory or contractual preemptive rights, resale rights, rights of first refusal or other similar rights, and will be registered pursuant to Section 12 of the Exchange Act. The Pre-Funded Warrants have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be duly and validly issued, free and clear of any pledge, lien, encumbrance, security interest or other claim, including any statutory or contractual preemptive rights, resale rights, rights of first refusal or other similar rights, and will be registered pursuant to Section 12 of the Exchange Act. The Warrant Shares have been duly authorized and validly reserved for issuance upon exercise of the Pre-Funded Warrants or in a number sufficient to meet the Warrants or the current exercise requirements. The Warrant Agent AgreementShares, the Offered Securities and, the Warrant Shares will be, when issued and delivered upon their exercise (according to their terms, including the payment of the exercise price)Pre-Funded Warrants in accordance therewith, will be validly issued, fully paid and nonassessable, and the issuance and sale of the Offered Securities, and the exercise of Pre-Funded Warrants or the Warrants, Warrant Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Offered Securities or the Warrant Shares which have not been duly withdrawn waived or satisfiedShares. Upon the sale and delivery to the Representative of the The Offered Securities, and payment thereforwhen issued, will conform to the description thereof set forth in or incorporated into the Registration Statement, the Representative will acquire good, marketable Time of Sale Prospectus and valid title to such Offered Securities, free and clear of all pledges, liens, security interests, charges, claims or encumbrances. Upon issuance of Warrant Shares pursuant to the Pre-Funded Warrants or the Warrants or the Warrant Agent Agreement, the holders thereof will acquire good, marketable and valid title to the applicable Warrant Shares, free and clear of all pledges, liens, security interests, charges, claims or encumbrances. So long as Pre-Funded Warrants, Warrants or Option Warrants remain exercisable under the terms of the Pre-Funded Warrants, the Warrants or the Option Warrants, respectively, the Board of Directors of the Company (the “Board”) will ensure that the Company has authorized and reserved a sufficient number of Shares issuable or deliverable for purposes of the Pre-Funded Warrants, the Warrants and Option WarrantsProspectus.

Authorization of the Offered Securities. The Offered Securities have been and the Warrant Shares have been upon registration of the resolutions of the shareholders' meeting dated June 28, 2018 in the Commercial Register of the Canton of Zug, will be, duly authorized for issuance and sale pursuant to this Agreement or the Pre-Funded Warrants or the Warrants or the Warrant Agent Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement or the Pre-Funded Warrants or the Warrants or the Warrant Agent AgreementWarrants, the Offered Securities and, the Warrant Shares will be, upon their exercise (according to their terms, including the payment of the exercise price)) and, with respect to the Firm Pre-Funded Warrants and Series B Warrants to be issued out of the Company’s authorized share capital, following execution, filing and registration of the respective capital increase documentation by the board of directors of the Company and the Commercial Register of the Canton of Zug, respectively, in accordance with Swiss law, validly issued, fully paid and nonassessable, and the issuance and sale of the Offered Securities, and the exercise of Pre-Funded Warrants or the Warrants, is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Offered Securities or the Warrant Shares which have not been duly withdrawn waived or satisfied. Upon the sale and delivery to the Representative of the Offered Securities, and payment therefor, the Representative will acquire good, marketable and valid title to such Offered Securities, free and clear of all pledges, liens, security interests, charges, claims or encumbrances. Upon issuance of Warrant Shares pursuant to the Pre-Funded Warrants or the Warrants or the Warrant Agent AgreementWarrants, the holders thereof will acquire good, marketable and valid title to the applicable Warrant Shares, free and clear of all pledges, liens, security interests, charges, claims or encumbrances. So long as Pre-Funded Warrants, Warrants or Option Warrants remain exercisable under the terms of the Pre-Funded Warrants, the Warrants or the Option Warrants, respectively, or — if and to the extent that the Option Shares have not been sourced from the ordinary capital increase — not all Option Shares have been delivered, the Board of Directors of the Company (the “Board”) will (i) ensure that the Company has authorized and reserved a sufficient number of Shares as authorized share capital issuable or deliverable for purposes of the Pre-Funded Warrants, the Series B Warrants and Option Warrants (if and to the extent that the common shares to be delivered upon the exercise of the Option Warrants are sourced from authorized share capital) as well as the delivery of the Option Shares (if and to the extent that the Option Shares have not been sourced from the ordinary capital increase) and, should the expiration of the relevant authorized share capital approach, the Board will take all reasonable actions in their power (including, without limitation, the actions set forth in Section 5(y)) to ensure that the Company will continue to have, without interruption, authorized and reserved a sufficient number of Shares as new authorized share capital issuable or deliverable for purposes of the Pre-Funded Warrants, Series B Warrants and Option Warrants (if and to the extent that the common shares to be delivered upon the exercise of the Option Warrants are sourced from authorized share capital) as well as the delivery of the Option Shares (if and to the extent that the Option Shares have not been sourced from the ordinary capital increase) after such expiration and (ii) ensure that the Company has authorized and reserved a sufficient number of Warrant Shares as conditional share capital issuable or deliverable for purposes of the Series A Warrants.

Authorization of the Offered Securities. The Offered Securities have been and the Warrant Shares have been upon registration of the resolutions of the shareholders' meeting dated June 28, 2018 in the Commercial Register of the Canton of Zug, will be, duly authorized for issuance and sale pursuant to this Agreement or the Pre-Funded Warrants or the Warrants or the Warrant Agent Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement or the Pre-Funded Warrants or the Warrants or the Warrant Agent AgreementWarrants, the Offered Securities and, the Warrant Shares will be, upon their exercise (according to their terms, including the payment of the exercise price)) and, with respect to the Firm Pre-Funded Warrants to be issued out of the Company’s authorized share capital, following execution, filing and registration of the respective capital increase documentation by the board of directors of the Company and the Commercial Register of the Canton of Zug, respectively, in accordance with Swiss law, validly issued, fully paid and nonassessable, and the issuance and sale of the Offered Securities, and the exercise of Pre-Funded Warrants or the Warrants, is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Offered Securities or the Warrant Shares which have not been duly withdrawn waived or satisfied. Upon the sale and delivery to the Representative of the Offered Securities, and payment therefor, the Representative will acquire good, marketable and valid title to such Offered Securities, free and clear of all pledges, liens, security interests, charges, claims or encumbrances. Upon issuance of Warrant Shares Share pursuant to the Pre-Funded Warrants or the Warrants or the Warrant Agent AgreementWarrants, the holders thereof will acquire good, marketable and valid title to the applicable Warrant Shares, free and clear of all pledges, liens, security interests, charges, claims or encumbrances. So long as Pre-Funded Warrants, Warrants or Option Warrants remain exercisable under the terms of the Pre-Funded Warrants, the Warrants or the Option Warrants, respectively, the Board of Directors of the Company (the “Board”) will (i) ensure that the Company has authorized and reserved a sufficient number of Shares as authorized share capital issuable or deliverable for purposes of the Pre-Funded WarrantsWarrants and, should the expiration of the relevant authorized share capital approach, the Board will take all reasonable actions in their power (including, without limitation, the actions set forth in Section 5(w)) to ensure that the Company will continue to have, without interruption, authorized and reserved a sufficient number of Shares as new authorized share capital issuable or deliverable for purposes of the Pre-Funded Warrants after such expiration and Option (ii) ensure that the Company has authorized and reserved a sufficient number of Warrant Shares as conditional share capital issuable or deliverable for purposes of the Warrants.