Common use of Corporate Authority; Approval and Fairness Clause in Contracts

Corporate Authority; Approval and Fairness. (a) The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and, subject only to adoption of this Agreement by its stockholders by the Company Requisite Vote, and to consummate the Merger. The affirmative vote of a majority of the outstanding shares of Common Stock (such affirmative vote, the “Company Requisite Vote”) is the only vote of the holders of any class or series of capital stock of the Company necessary to adopt, approve or authorize this Agreement and the Merger. This Agreement has been duly and validly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by Novartis and Merger Sub, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to affecting creditors’ rights and to general equity principles.

Corporate Authority; Approval and Fairness. (ai) The Assuming the accuracy of the representation set forth in Section 5.2(k) of this Agreement, the Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement andto consummate the Merger, subject only to adoption of this Agreement by its stockholders by the Company Requisite Vote, and to consummate the Merger. The affirmative vote holders of a majority of the outstanding shares of Common Stock Company Shares entitled to vote on such matter at a stockholders’ meeting duly called and held for such purpose (such affirmative vote, the “Company Requisite Vote”) is the only vote of the ). The holders of any class or series of capital stock of the Company necessary Warrants have consented to adopt, approve or authorize the treatment of the Company Warrants contemplated by this Agreement and the MergerAgreement. This Agreement has been duly and validly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by Novartis and Merger Sub, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws Laws of general applicability relating to or affecting creditors’ rights and to general equity principlesprinciples (the “Bankruptcy and Equity Exception”).

Corporate Authority; Approval and Fairness. (ai) The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement andand to consummate the Transactions, subject only only, with respect to the consummation of the Merger, if required by the DGCL, to the adoption of this Agreement by its stockholders by the Company Requisite Vote, and to consummate the Merger. The affirmative vote of the holders of a majority of the outstanding shares of Common Stock Shares entitled to vote on such matter at a stockholders’ meeting duly called and held for such purpose (such affirmative vote, the “Company Requisite Vote”) is the only vote of the holders of any class or series of capital stock of the Company necessary to adopt, approve or authorize this Agreement and the Merger). This Agreement has been duly and validly executed and delivered by the Company and, assuming due authorization, execution this Agreement constitutes the valid and delivery hereof by Novartis binding agreement of Parent and Merger Sub, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws Laws of general applicability relating to or affecting creditors’ rights and to general equity principlesprinciples (the “Bankruptcy and Equity Exception”).

Corporate Authority; Approval and Fairness. (ai) The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and, subject only to adoption of this Agreement by its stockholders by the Company Requisite Vote, and to consummate the Merger. The , subject only to, with respect to the Merger, the affirmative vote of at least a majority of the outstanding shares of Common Stock Shares entitled to vote to approve and adopt this Agreement and the Merger (such affirmative vote, the “Company Requisite VoteStockholder Approval”) ). The Company Stockholder Approval is the only vote action of the holders of any class or series of capital stock of the Company necessary to adoptapprove and adopt this Agreement, approve or authorize this Agreement the Merger and the Mergerother transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by Novartis and Merger Sub, constitutes is a valid and binding agreement obligation of the Company Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principlesprinciples (the “Bankruptcy and Equity Exception”).

Corporate Authority; Approval and Fairness. (ai) The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, execute and deliver and perform its obligations under this Agreement and, subject only to adoption approval of this Agreement by its stockholders by the Company Requisite Vote, and to consummate the Merger. The affirmative vote holders of a majority at least two-thirds of the outstanding shares of Common Stock Shares entitled to vote on such matter at a shareholders’ meeting duly called and held for such purpose (such affirmative vote, the “Company Requisite Vote”) is and the only vote filing and recordation of appropriate merger documents as required by the holders of any class or series of capital stock of the Company necessary NYBCL, to adopt, approve or authorize perform its obligations under this Agreement and to consummate the Merger. This Agreement has been duly and validly executed and delivered by the Company and, assuming due authorization, execution this Agreement constitutes the valid and delivery hereof by Novartis binding agreement of Parent and Merger Sub, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws Laws of general applicability relating to or affecting creditors’ rights and to general equity principlesprinciples regardless of whether enforcement is considered in a proceeding in equity or at law (the “Bankruptcy and Equity Exception”).