Common use of Capitalization and Other Share Capital Matters Clause in Contracts

Capitalization and Other Share Capital Matters. The authorized, issued and outstanding share capital of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the captions “Description of Share Capital” and “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans described in the Prospectus, or upon the exercise of outstanding options described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Ordinary Shares of the Company, including the Offered Shares, conform in all material respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding Ordinary Shares have been duly authorized and validly issued, are fully paid and non-assessable and have been issued in compliance with federal and state securities laws, except with respect to the unpaid paid-in capital of Dalian Wanchunbulin Pharmaceuticals Ltd., the unpaid paid-in capital of Wanchun Biotechnology (Shenzhen) Ltd. and the unpaid paid-in capital of Beijing Wanchun Pharmaceuticals Technology Ltd. and, except as otherwise set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus. None of the issued and outstanding Ordinary Shares were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any share capital of the Company or capital stock of any of its subsidiaries other than those accurately described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The description of the Company’s share option, share bonus and other share plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Share Capital Matters. The authorized, issued and outstanding share capital of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus under the captions “Description of Share Capital” and caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans described in the Prospectus, Disclosure Package and the Prospectus or upon the exercise of outstanding options described in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus, as the case may be). The Ordinary Shares of the Company, (including the Offered Shares, ) conform in all material respects to the description thereof contained in the Time of Sale Disclosure Package and the Prospectus. All of the issued and outstanding Ordinary Shares (including the Ordinary Shares owned by Selling Shareholder) have been duly authorized and validly issued, are fully paid and non-assessable nonassessable and have been issued in compliance with the laws of the state of Israel and the sale of which did not violate or breach any U.S. federal and or state securities laws, except with respect to the unpaid paid-in capital of Dalian Wanchunbulin Pharmaceuticals Ltd., the unpaid paid-in capital of Wanchun Biotechnology (Shenzhen) Ltd. and the unpaid paid-in capital of Beijing Wanchun Pharmaceuticals Technology Ltd. and, except as otherwise set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus. None of the issued and outstanding Ordinary Shares were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any share capital stock of the Company or capital stock of any of its subsidiaries other than those accurately described in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus. The description of the Company’s share option, share bonus and other share option plans or arrangements, and the options or other rights granted thereunder, set forth or incorporated by reference in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Share Capital Matters. The authorized, issued and outstanding share capital of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus under the captions “Description of Share Capital” and caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans described in the Prospectus, Prospectus or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus). The Ordinary Shares of the Company, (including the Offered Shares, ) conform in all material respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding Ordinary Shares have been duly authorized and validly issued, are fully paid and non-assessable nonassessable, are free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim and have been issued in compliance with federal all federal, state and state local securities laws, except with respect to the unpaid paid-in capital of Dalian Wanchunbulin Pharmaceuticals Ltd., the unpaid paid-in capital of Wanchun Biotechnology (Shenzhen) Ltd. and the unpaid paid-in capital of Beijing Wanchun Pharmaceuticals Technology Ltd. and, except as otherwise set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus. None of the issued and outstanding Ordinary Shares were was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities or other rights convertible into or exchangeable or exercisable for, any share capital of the Company or capital stock of any of its subsidiaries other than those accurately described in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus. The description descriptions of the Company’s share equity compensation, stock option, share stock bonus and other share stock plans or similar arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus accurately and fairly presents presents, in all material respects, the information required to be shown with respect to such plans, arrangements, options and rights. With respect to the options or other equity awards or rights to acquire Ordinary Shares (together, the “Share Options”) granted pursuant to the share-based compensation plans of the Company and its subsidiaries (each, a “Company Plan” and, together, the “Company Plans”), (i) the Company has taken commercially reasonable steps in order to ensure that each Share Option purported to be issued under Section 102 of the Israel Income Tax Ordinance (New Version), 5721-1961 qualifies for treatment under that section and for treatment under either the capital gains track or the employment income track, as was indicated with respect to each such Share Option at the date that such Share Option was granted and (ii) all Share Options granted to service providers who are U.S. taxpayers have an exercise price that is not, and has never been, less than the fair market value of the Company Common Stock on the date the option was granted (within the meaning of United States Treasury Regulation §1.409A-1(b)(5)(vi)(B)), and the exercise price of no Share Option was retroactively determined.

Capitalization and Other Share Capital Matters. The authorized, issued and outstanding share capital of the Company is as of the Applicable Time, and will be as of the First Closing Date and each Option Closing Date, as set forth in the Registration Statement, the Time of Sale Prospectus and the each Applicable Prospectus under the captions caption “Description of Share Capital” and “Capitalization[]” (other than for subsequent issuances, if any, pursuant to employee benefit plans described in the Prospectus, each Applicable Prospectus or upon the exercise of outstanding options or warrants described in the Registration Statement, the Time of Sale Prospectus and the each Applicable Prospectus). The Ordinary Common Shares of the Company, (including the Offered Shares, ) conform in all material respects to the description thereof contained in the Time of Sale each Applicable Prospectus. All of the issued and outstanding Ordinary Common Shares have been duly authorized and validly issued, are fully paid and non-assessable nonassessable and have been issued in compliance with federal all applicable U.S. and state Canadian securities laws, except with respect to the unpaid paid-in capital of Dalian Wanchunbulin Pharmaceuticals Ltd., the unpaid paid-in capital of Wanchun Biotechnology (Shenzhen) Ltd. and the unpaid paid-in capital of Beijing Wanchun Pharmaceuticals Technology Ltd. and, except as otherwise set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus. None of the issued and outstanding Ordinary Common Shares were was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company created by law or the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any share capital shares of the Company or capital stock of any of its subsidiaries Subsidiaries other than those accurately described in the Registration Statement, the Time of Sale Prospectus and the each Applicable Prospectus. The description of the Company’s share stock option, share stock bonus and other share stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the each Applicable Prospectus accurately and fairly presents presents, in all material respects, the information required by all applicable U.S. and Canadian securities laws to be shown with respect to such plans, arrangements, options and rights. All of the issued and outstanding shares in the capital of the Subsidiaries have been duly authorized and validly issued and are fully paid and non-assessable and are owned by the Company, as indicated in Schedule C hereto, directly, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares in the capital of the Subsidiaries was issued in violation of the preemptive or other similar rights of any securityholder of the subsidiary or any other person.

Capitalization and Other Share Capital Matters. The authorized, issued and outstanding share capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the captions “Description of Share Capital” and caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans described in the Prospectusplans, or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Ordinary Shares of the Company, (including the Offered Shares, ) conform in all material respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding Ordinary Shares have been duly authorized and validly issued, are fully paid and non-assessable nonassessable and have been issued in compliance with all federal and state securities laws, except with respect to the unpaid paid-in capital of Dalian Wanchunbulin Pharmaceuticals Ltd., the unpaid paid-in capital of Wanchun Biotechnology (Shenzhen) Ltd. and the unpaid paid-in capital of Beijing Wanchun Pharmaceuticals Technology Ltd. and, except as otherwise set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus. None of the issued and outstanding Ordinary Shares were was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any share capital stock of the Company or capital stock of any of its subsidiaries other than those accurately described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The description descriptions of the Company’s share stock option, share stock bonus and other share stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Share Capital Matters. The authorized, issued and outstanding share capital of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the captions “Description of Share Capital” and caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans described in the Prospectusplans, or upon the exercise of outstanding options or warrants, in each case, as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Ordinary Shares of the Company, (including the Offered Shares, ) conform in all material respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding Ordinary Shares have been duly authorized and validly issued, are fully paid and non-assessable nonassessable and have been issued in compliance with all federal and state securities laws, except with respect to the unpaid paid-in capital of Dalian Wanchunbulin Pharmaceuticals Ltd., the unpaid paid-in capital of Wanchun Biotechnology (Shenzhen) Ltd. and the unpaid paid-in capital of Beijing Wanchun Pharmaceuticals Technology Ltd. and, except as otherwise set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus. None of the issued and outstanding Ordinary Shares were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any share capital of the Company or capital stock of any of its subsidiaries other than those accurately described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The description descriptions of the Company’s share stock option, share stock bonus and other share stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly presents presents, in all material respects, the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Share Capital Matters. The authorized, issued and outstanding share capital of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the captions “Description of Share Capital” and caption “Capitalization” and in the French Listing Prospectus (in each case, other than for subsequent issuances, if any, pursuant to employee or non-employee director or management benefit plans, stock-option and free share plans described in the Prospectus, or upon the exercise of outstanding founders’ warrants (BSPCE), stock options (OSA) and warrants (BSA), or the vesting of free shares in each case described in the Registration Statement, the Time of Sale Prospectus, the Prospectus and the French Listing Prospectus). The Ordinary Shares share capital of the Company, including the Offered SharesSecurities, conform conforms in all material respects to the each description thereof contained in the Time of Sale Prospectus and the French Listing Prospectus, provided that with respect to the French Listing Prospectus such representation shall be deemed given after French Listing Prospectus including the Note d’Opération have been approved by the AMF. All of the issued and outstanding Ordinary Shares have been duly authorized and validly issued, are fully paid and non-assessable nonassessable, freely negotiable and have been issued in compliance with federal French law and, to the extent applicable, all United States federal, state and state local securities laws, except with respect to the unpaid paid-in capital of Dalian Wanchunbulin Pharmaceuticals Ltd., the unpaid paid-in capital of Wanchun Biotechnology (Shenzhen) Ltd. and the unpaid paid-in capital of Beijing Wanchun Pharmaceuticals Technology Ltd. and, except as otherwise set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus. None of the issued and outstanding Ordinary Shares were was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the CompanyCompany that have not been duly excluded, waived or satisfied. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any share capital of the Company or capital stock of any of its subsidiaries other than those accurately described in the Registration Statement, the Time of Sale Prospectus, the Prospectus and the French Listing Prospectus. The description descriptions of the Company’s share (i) free shares, stock option, share stock bonus and other share stock plans or arrangements, and the options or other rights granted thereunder, and (ii) founders’ warrants (BSPCE) and warrants (BSA), and the rights set forth in the Registration Statement, the Time of Sale Prospectus, the Prospectus and the French Listing Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options options, warrants and rights. The ADRs evidencing the Offered ADSs are in due and proper form. With respect to the outstanding founder’s share warrants (BSPCE), stock options, share warrants (BSA) and free shares (actions gratuites), in each case referred to in the Registration Statement, the Time of Sale Prospectus, the Prospectus and the French Listing Prospectus, (i) each grant was duly authorized no later than the date on which such grant was by its terms to be effective by all necessary corporate action, including, as applicable, approval by the management board and supervisory board of the Company and any required shareholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (ii) each such grant was made in accordance with the terms of the relevant plan adopted by the Company, as the case may be amended, and all other applicable laws and regulatory rules or requirements, including the rules of the AMF and Euronext, and (iii) each such grant was properly accounted for in accordance with IFRS in the financial statements (including the related notes) of the Company.

Capitalization and Other Share Capital Matters. The authorized, issued and outstanding share capital of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the captions “Description of Share Capital” and “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans described in the Prospectus, or upon the exercise of outstanding options described in the Registration Statement, the Time of Sale Prospectus General Disclosure Package and the Prospectus). The Ordinary Shares share capital of the Company, including the Offered Shares, conform Company conforms in all material respects to the description thereof contained in the Time of Sale Registration Statement, the General Disclosure Package and the Prospectus. All of the issued and outstanding Ordinary Shares shares of the Company and each of its subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable nonassessable, and have been were not issued in compliance with federal violation of, and state securities lawsare not subject to, except with respect any preemptive or similar rights. All of the outstanding shares or other equity interests of each of the Company’s subsidiaries are owned, directly or indirectly, by the Company, free and clear of all liens, security interests, mortgages, pledges, charges, equities, claims or restrictions on transferability or encumbrances of any kind (collectively, “Liens”), other than (i) pursuant to the unpaid paid-in capital Company’s Credit Agreement dated as of Dalian Wanchunbulin Pharmaceuticals Ltd.June 21, 2012, among the Company, the unpaid paid-in capital subsidiary guarantors party thereto, and Royal Bank of Wanchun Biotechnology Canada, as lender and collateral agent, as amended (Shenzhenthe “Credit Agreement”), (ii) Ltd. pursuant to the Company’s Indenture dated as of July 30, 2010 by and among the Company, the guarantors named therein, and Xxxxx Fargo Bank, National Association, as amended and supplemented (the “Secured Indenture”) and (iii) those imposed by the Securities Act and the unpaid paid-in capital securities or “Blue Sky” laws of Beijing Wanchun Pharmaceuticals Technology Ltd. and, except certain domestic or foreign jurisdictions. Except as otherwise set forth disclosed in the Registration Statement, the Time of Sale Prospectus General Disclosure Package and the Prospectus. None of , and except as contemplated by the issued Agency and outstanding Ordinary Shares were issued in violation of any preemptive rightsBrokerage Agreement between Hpetroconsult Consultoria S/C and the Company dated January 27, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There 2009, there are no authorized or outstanding (A) options, warrants, preemptive rights, rights of first refusal warrants or other rights to purchasepurchase from the Company or any of its subsidiaries, (B) agreements, contracts, arrangements or equity or debt securities convertible into or exchangeable or exercisable for, any share capital other obligations of the Company or capital stock of any of its subsidiaries to issue or (C) other than those accurately described rights to convert any obligation into or exchange any securities for, in the Registration Statementcase of each of clauses (A) through (C), shares in the share capital of, or other ownership or equity interests in, the Time Company or any of Sale Prospectus and the Prospectus. The description of the Company’s share option, share bonus and other share plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rightsits subsidiaries.

Capitalization and Other Share Capital Matters. The authorized, issued and outstanding share capital of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the captions “Description of Share Capital” and “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans described in the Prospectus, or upon the exercise of outstanding options described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Ordinary Shares of the Company, including the Offered Shares, conform in all material respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding Ordinary Shares have been duly authorized and validly issued, are fully paid and non-assessable and have been issued in compliance with federal and state securities laws, except with respect to the unpaid paid-in capital of Dalian Wanchunbulin Pharmaceuticals Ltd., the unpaid paid-in capital of Wanchun Biotechnology (Shenzhen) Ltd. and the unpaid paid-in capital of Beijing Wanchun Pharmaceuticals Technology Ltd. and, except as otherwise set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus. None of the issued and outstanding Ordinary Shares were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any share capital of the Company or capital stock of any of its subsidiaries other than those accurately described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The description of the Company’s share option, share bonus and other share plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Share Capital Matters. The authorized, issued and outstanding share capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the captions “Description of Share Capital” and caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans described in the Prospectusplans, or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Ordinary Shares of the Company, (including the Offered Shares, ) conform in all material respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding Ordinary Shares (including the Ordinary Shares owned by Selling Stockholders) have been duly authorized and validly issued, are fully paid and non-assessable nonassessable and have been issued in compliance with all federal and state securities laws, except with respect to the unpaid paid-in capital of Dalian Wanchunbulin Pharmaceuticals Ltd., the unpaid paid-in capital of Wanchun Biotechnology (Shenzhen) Ltd. and the unpaid paid-in capital of Beijing Wanchun Pharmaceuticals Technology Ltd. and, except as otherwise set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus. None of the issued and outstanding Ordinary Shares were was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any share capital stock of the Company or capital stock of any of its subsidiaries other than those accurately described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The description descriptions of the Company’s share stock option, share stock bonus and other share stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Share Capital Matters. The authorized, issued and outstanding share capital of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the captions “Description of Our Securities—Share Capital” and “CapitalizationShares Eligible for Future Sale” (other than for subsequent issuances, if any, pursuant to employee benefit plans described in the Prospectusplans, or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Ordinary Shares share capital of the Company, including the Offered Shares, conform conforms in all material respects to the each description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding Ordinary Shares have been duly authorized and validly issued, are fully paid and non-assessable and have been issued in compliance with federal and state securities lawsnonassessable (meaning that the holder of an Ordinary Share shall not, except with respect by reason of merely being such a holder, be subject to assessment or calls by the unpaid paid-in capital of Dalian Wanchunbulin Pharmaceuticals Ltd., the unpaid paid-in capital of Wanchun Biotechnology (ShenzhenCompany or its creditors for further payment on such Ordinary Share) Ltd. and the unpaid paid-in capital of Beijing Wanchun Pharmaceuticals Technology Ltd. and, except as otherwise set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus. None of the issued and outstanding Ordinary Shares were was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any share capital of the Company or capital stock of any of its subsidiaries other than those accurately described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The description descriptions of the Company’s share option, share bonus and other share plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly presents in all material respects the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Share Capital Matters. The authorized, issued and outstanding share shares in the capital of the Company is are as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus in the column entitled “Actual” under the captions “Description of Share Capital” and heading “Capitalization” (other than except for subsequent issuances, if any, (A) pursuant to this Agreement, (B) pursuant to reservations, agreements or employee benefit plans described referred to in the ProspectusRegistration Statement, the Time of Sale Prospectus and the Prospectus or upon (C) pursuant to the conversion of convertible securities or exercise of outstanding options described referred to in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Ordinary Shares of the Company, ADSs (including the Offered Shares, ) conform in all material respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding Ordinary Shares and all outstanding ADSs have been duly authorized and are validly issued, are fully paid and non-assessable and have been issued in compliance with federal and state securities laws, except with respect to the unpaid paid-in capital of Dalian Wanchunbulin Pharmaceuticals Ltd., the unpaid paid-in capital of Wanchun Biotechnology (Shenzhen) Ltd. and the unpaid paid-in capital of Beijing Wanchun Pharmaceuticals Technology Ltd. and, except as otherwise set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectusnonassessable. None of the issued and outstanding Ordinary Shares were or ADSs was issued in violation of any the preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of any securityholder of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any share capital of the Company or capital stock of any of its subsidiaries other than those accurately Except as described in the Registration Statement, the Time of Sale Prospectus and in the Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company or any subsidiary of the Company any shares of the capital stock of the Company or any subsidiary of the Company. The description of the Company’s share stock option, share stock bonus and other share stock plans or arrangementsarrangements (the “Company Stock Plans”), and the options (the “Options”) or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights. Each grant of an Option (A) was duly authorized no later than the date on which the grant of such Option was by its terms to be effective by all necessary corporate action, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required stockholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto and (B) was made in accordance with the terms of the applicable Company Stock Plan, and all applicable laws and regulatory rules or requirements, including all applicable federal securities laws.

Capitalization and Other Share Capital Matters. The authorized, issued and outstanding share capital of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus under the captions “Description of Share Capital” and caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans described in the Prospectusplans, free shares or upon the exercise of outstanding options described or warrants (including founder’s share warrants (BSPCE) and share warrants (BSA)), in each case referred to in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus). The Ordinary Shares share capital of the Company, including the Offered Placement Shares, conform conforms in all material respects to the each description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding Ordinary Shares and any outstanding ADSs have been duly authorized and validly issuedissued (by the Depositary in the case of ADRs), are fully paid and non-assessable and freely negotiable and have been issued in compliance with federal French law and, to the extent applicable, all United States federal, state and state local securities laws, except with respect to the unpaid paid-in capital of Dalian Wanchunbulin Pharmaceuticals Ltd., the unpaid paid-in capital of Wanchun Biotechnology (Shenzhen) Ltd. and the unpaid paid-in capital of Beijing Wanchun Pharmaceuticals Technology Ltd. and, except as otherwise set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus. None of the issued and outstanding Ordinary Shares or ADSs were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the CompanyCompany that have not been duly excluded, waived or satisfied. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any share capital of the Company or capital stock of any of its subsidiaries other than those accurately described or disclosed in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus. The description descriptions of the Company’s share (i) stock option, share stock bonus and other share stock plans or arrangements, and the options or other rights granted thereunder, and (ii) founder’s share warrants (BSPCE), share warrants (BSA) and free shares, and the rights granted thereunder set forth in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus accurately and fairly presents present, in all material respects, the information required to be shown under applicable laws and regulations with respect to such plans, arrangements, options and rights. The ADRs evidencing the ADSs are in due and proper form.

Capitalization and Other Share Capital Matters. The authorized, issued and outstanding share capital of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the captions “Description of Share Capital” and caption “Capitalization” and in the Information Documents (in each case, other than for subsequent issuances, if any, pursuant to employee or non-employee director or management benefit plans, stock-option and free share plans described in the Prospectus, or upon the exercise of outstanding founders’ warrants (BSPCE), stock options (OSA) and warrants (BSA), or the vesting of free shares in each case described in the Registration Statement, the Time of Sale Prospectus, the Prospectus and the French Listing Prospectus). The Ordinary Shares share capital of the Company, including the Offered SharesSecurities, conform conforms in all material respects to the each description thereof contained in the Time of Sale ProspectusProspectus and the Information Documents as of their respective dates. All of the issued and outstanding Ordinary Shares have been duly authorized and validly issued, are fully paid and non-assessable nonassessable, freely negotiable and have been issued in compliance with federal French law and, to the extent applicable, all United States federal, state and state local securities laws, except with respect to the unpaid paid-in capital of Dalian Wanchunbulin Pharmaceuticals Ltd., the unpaid paid-in capital of Wanchun Biotechnology (Shenzhen) Ltd. and the unpaid paid-in capital of Beijing Wanchun Pharmaceuticals Technology Ltd. and, except as otherwise set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus. None of the issued and outstanding Ordinary Shares were was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the CompanyCompany that have not been duly excluded, waived or satisfied. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any share capital of the Company or capital stock of any of its subsidiaries other than those accurately described in the Registration Statement, the Time of Sale Prospectus, the Prospectus and the French Listing Prospectus. The description descriptions of the Company’s share (i) free shares, stock option, share stock bonus and other share stock plans or arrangements, and the options or other rights granted thereunder, and (ii) founders’ warrants (BSPCE) and warrants (BSA), and the rights set forth in the Registration Statement, the Time of Sale Prospectus, the Prospectus and the French Listing Prospectus accurately and fairly presents present the information required to be shown with respect to such plans, arrangements, options options, warrants and rights. The ADRs evidencing the Offered ADSs are in due and proper form. With respect to the outstanding founder’s share warrants (BSPCE), stock options, share warrants (BSA) and free shares (actions gratuites), in each case referred to in the Registration Statement, the Time of Sale Prospectus, the Prospectus and the French Listing Prospectus, (i) each grant was duly authorized no later than the date on which such grant was by its terms to be effective by all necessary corporate action, including, as applicable, approval by the management board and supervisory board of the Company and any required shareholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (ii) each such grant was made in accordance with the terms of the relevant plan adopted by the Company, as the case may be amended, and all other applicable laws and regulatory rules or requirements, including the rules of the AMF and Euronext, and (iii) each such grant was properly accounted for in accordance with IFRS in the financial statements (including the related notes) of the Company.

Capitalization and Other Share Capital Matters. The authorized, issued and outstanding share capital of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the captions caption “Description of Share Capital” and “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans described in the Prospectus, or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Ordinary Shares of the Company, ADSs (including the Offered Shares, ) conform in all material respects to the description thereof contained in the Time of Sale ProspectusProspectus and such description conforms to the rights set forth in the Constitution of the Company. All of the issued and outstanding Ordinary Shares and all outstanding ADSs have been duly authorized and validly issued, are fully paid and non-assessable not subject to any calls for additional payments (nonassessable) and have been issued in compliance with all U.S. federal and state securities laws, except with respect to the unpaid paid-in capital of Dalian Wanchunbulin Pharmaceuticals Ltd., the unpaid paid-in capital of Wanchun Biotechnology (Shenzhen) Ltd. and the unpaid paid-in capital of Beijing Wanchun Pharmaceuticals Technology Ltd. and, except as otherwise set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus. None of the issued and outstanding Ordinary Shares were or ADSs was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any share capital of the Company or capital stock of any of its subsidiaries other than those accurately described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The description descriptions of the Company’s share stock option, share stock bonus and other share stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Share Capital Matters. The authorized, issued and outstanding share capital of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the captions “Description of Share Capital” and caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans described in the Prospectusplans, or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Ordinary Shares share capital of the Company, including the Offered SharesSecurities, conform conforms in all material respects to the each description thereof contained in the Time of Sale Prospectus. All of the issued Ordinary Shares and issued and outstanding Ordinary Shares ADSs have been duly authorized and validly issued, are fully paid and non-assessable will not be subject to any call for the payment of further capital and have been issued in compliance with federal and state all applicable securities laws, except with respect to the unpaid paid-in capital of Dalian Wanchunbulin Pharmaceuticals Ltd., the unpaid paid-in capital of Wanchun Biotechnology (Shenzhen) Ltd. and the unpaid paid-in capital of Beijing Wanchun Pharmaceuticals Technology Ltd. and, except as otherwise set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus. None of the issued Ordinary Shares or issued and outstanding Ordinary Shares ADSs were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. The form of certificates for the Ordinary Shares conform to the corporate law of the jurisdiction of England and Wales and to any requirements of the Company’s articles of association. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any share capital of the Company or capital stock of any of its subsidiaries other than those accurately described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The description descriptions of the Company’s share stock option, share stock bonus and other share stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly presents presents, in all material respects, the information required to be shown with respect to such plans, arrangements, options and rights. The ADRs evidencing the Offered Securities in the form of ADSs are in due and proper form.

Capitalization and Other Share Capital Matters. The authorized, issued and outstanding share capital of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the captions “Description of Share Capital” and caption “Capitalization” and in the French Listing Prospectus (other than for subsequent issuances, if any, pursuant to employee benefit plans described in the Prospectusplans, free shares or upon the exercise of outstanding options described or warrants (including founder’s share warrants (BSPCE) and share warrants (BSA)), in each case referred to in the Registration Statement, the Time of Sale Prospectus, the Prospectus and the French Listing Prospectus). The Ordinary Shares share capital of the Company, including the Offered SharesSecurities, conform conforms in all material respects to the each description thereof contained in the Time of Sale Prospectus and the French Listing Prospectus; provided that, with respect to the Offered Securities, such representation shall be deemed given after the French Listing Prospectus has received the visa from the AMF. All of the issued and outstanding Ordinary Shares and any outstanding ADSs have been duly authorized and validly issuedissued (by the Depositary in the case of ADRs), are fully paid and non-assessable and freely negotiable and have been issued in compliance with federal French law and, to the extent applicable, all United States federal, state and state local securities laws, except with respect to the unpaid paid-in capital of Dalian Wanchunbulin Pharmaceuticals Ltd., the unpaid paid-in capital of Wanchun Biotechnology (Shenzhen) Ltd. and the unpaid paid-in capital of Beijing Wanchun Pharmaceuticals Technology Ltd. and, except as otherwise set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus. None of the issued and outstanding Ordinary Shares or ADSs were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the CompanyCompany that have not been duly excluded, waived or satisfied. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any share capital of the Company or capital stock of any of its subsidiaries other than those accurately described or disclosed in the Registration Statement, the Time of Sale Prospectus, the Prospectus and the French Listing Prospectus. The description descriptions of the Company’s share (i) stock option, share stock bonus and other share stock plans or arrangements, and the options or other rights granted thereunder, and (ii) founder’s share warrants (BSPCE), share warrants (BSA) and free shares, and the rights granted thereunder set forth in the Registration Statement, the Time of Sale Prospectus, the Prospectus and the French Listing Prospectus accurately and fairly presents present, in all material respects, the information required to be shown under applicable laws and regulations with respect to such plans, arrangements, options and rights. The ADRs evidencing the ADSs are in due and proper form.

Capitalization and Other Share Capital Matters. The authorized, issued and outstanding share capital of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the captions “Description of Share Capital” and caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans described in the Prospectusplans, or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Ordinary Shares share capital of the Company, including the Shares and the Offered SharesADSs, conform conforms in all material respects to the each description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding Ordinary Shares and all issued and outstanding ADSs have been duly authorized and validly issued, are fully paid and non-assessable nonassessable, will not be subject to any call for further capital and have been issued in compliance with federal all federal, state and state local securities laws, except with respect to the unpaid paid-in capital of Dalian Wanchunbulin Pharmaceuticals Ltd., the unpaid paid-in capital of Wanchun Biotechnology (Shenzhen) Ltd. and the unpaid paid-in capital of Beijing Wanchun Pharmaceuticals Technology Ltd. and, except as otherwise set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus. None of the issued and outstanding Ordinary Shares were or ADSs was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. The form of certificates for the Ordinary Shares conform to the corporate law of the jurisdiction of the Company’s incorporation and to any requirements of the Company’s organizational documents. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any share capital of the Company or capital stock of any of its subsidiaries other than those accurately described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The description descriptions of the Company’s share stock option, share stock bonus and other share stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly presents presents, in all material respects, the information required to be shown with respect to such plans, arrangements, options and rights. The ADRs evidencing the Offered ADSs are in due and proper form.