Common use of Corporate Existence and Power Clause in Contracts

Corporate Existence and Power. It is a company or corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction in which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including the right to grant the licenses granted by it hereunder.

Corporate Existence and Power. It is a company or corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction in which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including including, without limitation, the right to grant the licenses granted by it hereunder.

Corporate Existence and Power. It is a company or corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction state in which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including including, without limitation, the right to grant the licenses granted by it hereunder.

Corporate Existence and Power. It is a company or corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction in which it is incorporatedof its incorporation, and is duly qualified to do business and in good standing in each additional jurisdiction where failure to so qualify would have a Material Adverse Effect. It has full all requisite corporate power and authority and the legal right to own and operate its property and assets properties and to carry on its business as it is now being conducted and as contemplated in proposed to be conducted, and to execute and deliver this Agreement, including the right Notes and the Security Documents and to grant engage in the licenses granted transactions contemplated by it hereunderthis Agreement, the Notes and the Security Documents.

Corporate Existence and Power. It The Company is a company or corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction in which it is incorporated, its state of incorporation and has full all corporate power and authority all governmental licenses, authorizations, consents and the legal right to own and operate its property and assets and approvals required to carry on its business as it in each jurisdiction in which its business is now being conducted conducted, except where failure to obtain such licenses, authorizations, consents and as contemplated in this Agreement, including approvals would not have (i) a material adverse effect on its ability to perform its obligations hereunder or (ii) a material adverse effect on the right to grant the licenses granted by it hereunderenforceability hereof.

Corporate Existence and Power. It is a company or corporation duly organizedincorporated, validly existing, existing and in good standing under the laws of the its jurisdiction in which it is incorporated, of incorporation and has full all corporate power powers and authority all material governmental licenses, authorizations, consents and the legal right to own and operate its property and assets and approvals required to carry on its business as it is now being conducted and as contemplated in this Agreement, including the right to grant the licenses granted by it hereunderthen conducted.

Corporate Existence and Power. It is a company or corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction in which it is incorporated, and has full corporate all requisite power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including the right to grant the licenses granted by it hereunder.

Corporate Existence and Power. It The Company is a company or corporation duly organizedincorporated, validly existing, existing and in good standing under the laws of the its jurisdiction in which it is incorporated, of incorporation and has full all corporate power and authority and the legal right to own and operate its property and assets and powers required to carry on its business as it is now being conducted and as contemplated in this Agreement, including the right to grant the licenses granted by it hereunderconducted.

Corporate Existence and Power. It The Company is a company or corporation duly organized, incorporated and validly existing, and in good standing existing under the laws of the jurisdiction in which it is incorporatedof its incorporation, and has full all corporate power powers and authority all governmental licenses, authorizations, consents and the legal right to own and operate its property and assets and approvals required to carry on its business as it is now being conducted and as contemplated in conducted, the absence of which would have a material adverse effect on the ability of the Company to perform its obligations under this Agreement, including the right to grant the licenses granted by it hereunder.

Corporate Existence and Power. It is a company or corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction in which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including the right to grant the licenses granted by it hereunder.

Corporate Existence and Power. It is a company or corporation duly organized, validly existing, existing and in good standing under the laws of the its jurisdiction in which it of organization and is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including the right to grant the licenses granted by it hereundera Wholly-Owned Consolidated Subsidiary.

Corporate Existence and Power. It The Company is a company or corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction in which it is incorporatedof its incorporation, and is duly qualified to do business, and is in good standing, in all additional jurisdictions where such qualification is necessary under applicable law. The Company has full all requisite corporate power and authority and the legal right to own and operate or lease the properties used in its property and assets business and to carry on its business as it is now being conducted and as proposed to be conducted, and to execute and deliver this Agreement and the other Loan Documents to be executed and to engage in the transactions contemplated in this Agreement, including the right to grant the licenses granted by it hereunderhereby and thereby.

Corporate Existence and Power. It is a company or corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction its state of organization, and is duly qualified to do business and is in which it is incorporatedgood standing as a foreign entity, and has full and holds all corporate power power, and authority all governmental licenses, authorizations, consents and the legal right to own and operate its property and assets and approvals required to carry on its business as it in each jurisdiction in which its business is now being conducted and as contemplated in this Agreement, including except where the right failure to grant the licenses granted by it hereunderso qualify or so hold could not reasonably be expected to have a Material Adverse Effect.

Corporate Existence and Power. It is a company or corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction in which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including including, without limitation, the right to grant the licenses granted by it hereunder.

Corporate Existence and Power. It The Company is a company or corporation duly organizedincorporated, validly existing, existing and in good standing under the laws of the its jurisdiction in which it is incorporatedof incorporation, and has with full corporate power and authority and the legal right to own and operate its property and assets and to carry on conduct its business as it is now being conducted and as contemplated to own or use the properties and assets that it purports to own or use. The shares of Common Stock to be issued by the Company in this Agreementthe Mergers will be duly authorized, including the right to grant the licenses granted by it hereundervalidly issued, fully paid and non-assessable.

Corporate Existence and Power. It is a company corporation or corporation limited partnership, as applicable, duly organized, validly existing, and in good standing under the laws of the jurisdiction in which it is incorporatedincorporated or formed, and has full corporate all requisite power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including the right to grant the licenses granted by it hereunder.

Corporate Existence and Power. It is a company or corporation duly organized, validly existing, and in good standing under the laws Laws of the jurisdiction in which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including including, without limitation, the right to grant the licenses granted by it hereunder.

Corporate Existence and Power. It is a company or corporation legal entity duly organized, validly existing, existing and in good standing under the laws of its jurisdiction of organization and is a Substantially-Owned Consolidated Subsidiary of the jurisdiction in which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including the right to grant the licenses granted by it hereunderCompany.

Corporate Existence and Power. It is a company or corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction in which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business or other activities as it is they are now being conducted and as contemplated in this Agreement, including the right to grant the licenses granted by it hereunder.

Corporate Existence and Power. It is a company or corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction in which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in by this Agreement, including the right to grant the licenses rights granted by it hereunder.

Corporate Existence and Power. It is a company or corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction in which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including including, without limitation, the right to grant the licenses licenses, rights of reference and other similar rights granted by it hereunder.

Corporate Existence and Power. It is a company or corporation duly organized, validly existing, and in good standing under the laws Laws of the jurisdiction in which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including the right to grant or receive, as the case may be, the licenses granted by it and received hereunder.

Corporate Existence and Power. It is is, respectively, a company banking association or corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction in which it is incorporated, of its organization and has full all corporate power powers and authority all material governmental licenses, authorizations and the legal right approvals required to own and operate perform its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including the right to grant the licenses granted by it obligations hereunder.

Corporate Existence and Power. It is a company or corporation corporation, duly organized, validly existing, and in good standing under the laws of the jurisdiction in which it is incorporatedincorporated or formed, and has full corporate all requisite power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including the right to grant the licenses granted by it hereunder.

Corporate Existence and Power. It is a company or corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction in which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in by this Agreement, including without limitation, the right to grant the licenses rights granted by it hereunder.

Corporate Existence and Power. It is a company or corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction in which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including including, without limitation, the right to grant transfer the licenses rights granted by it hereunder.

Corporate Existence and Power. It is a company or corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction in which it is was incorporated, and has full corporate power all powers and authority all material governmental licenses, authorizations, consents and the legal right approvals required to own enter into, and operate perform its property and assets and to carry on its business as it is now being conducted and as contemplated in obligations under, this Collateral Agreement, including the right to grant the licenses granted by it hereunder.

Corporate Existence and Power. It is a company or corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction in which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including the right to grant the licenses granted by it hereunder.

Corporate Existence and Power. It is a company or corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction in which it is incorporatedexists, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in by this Agreement, including the right to grant the licenses rights granted by it hereunder.

Corporate Existence and Power. It is a company or corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction in which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including including, without limitation, the right to grant transfer and license the licenses rights granted by it hereunder.

Corporate Existence and Power. It is a company corporation or corporation limited partnership duly organized, validly existing, existing and in good standing under the laws of the jurisdiction its state of organization, and is duly qualified to do business and is in which it is incorporatedgood standing as a foreign entity, and has full and holds all power, corporate power or otherwise, and authority all governmental licenses, authorizations, consents and the legal right to own and operate its property and assets and approvals required to carry on its business as it in each jurisdiction in which its business is now being conducted and as contemplated in this Agreement, including the right to grant the licenses granted by it hereunderconducted.

Corporate Existence and Power. It is a company or corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction in which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including the right to grant the licenses granted by it hereunder.

Corporate Existence and Power. It is a company or corporation duly organized, validly existing, and in good standing under the laws Laws of the jurisdiction in which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including the right to grant the licenses granted by it hereunder.

Corporate Existence and Power. It is a company or corporation duly organized, validly existing, existing and in good standing under the laws Laws of the jurisdiction in which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including including, without limitation, in the case of JT, the right to assign the Assigned Assets, and in the case both Parties, to grant the licenses granted by it hereunder.

Corporate Existence and Power. It is a company or corporation duly organizedincorporated, validly existing, existing and in good standing under the laws of the its jurisdiction in which it is incorporated, of incorporation and has full all corporate power powers and authority all material governmental licenses, authorizations, permits, consents and the legal right to own and operate its property and assets and approvals required to carry on its business as it is now being conducted and as contemplated in this Agreement, including the right to grant the licenses granted by it hereunderconducted.

Corporate Existence and Power. It has been duly organized and is a company or corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction in which it is incorporated, of its formation and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in by this Agreement, including the right to grant the licenses granted by it hereunder.

Corporate Existence and Power. It is a company or corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction in which it is incorporated, and has full corporate power and authority and the legal right to own and A request for confidential treatment has been made with respect to portions of the following document that are marked with [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC. operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including the right to grant the licenses granted by it hereunder.

Corporate Existence and Power. It is a company or corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction in which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including the right to grant the licenses granted by it hereunder.

Corporate Existence and Power. It is a company or corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction in which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including the right to grant transfer the licenses rights granted by it hereunderunder this Agreement.

Corporate Existence and Power. It is a company or corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction state in which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act. assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including including, without limitation, the right to grant the licenses granted by it hereunder.

Corporate Existence and Power. It is is, respectively, a company banking association or corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction in of its organization and has all corporate powers and all material governmental licenses, authorizations and approvals required to perform its obligations hereunder and under the other Operative Documents to which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including the right to grant the licenses granted by it hereundera party.

Corporate Existence and Power. It is a company or corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction state in which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and * CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSION to carry on its business as it is now being conducted and as contemplated in this Agreement, including including, without limitation, the right to grant the licenses granted by it hereunder.

Corporate Existence and Power. It is a company or corporation duly organized, validly existing, and in good standing under the laws Laws of the jurisdiction in which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including the right to grant the licenses granted by it hereunder.

Corporate Existence and Power. It The Company is a company or corporation duly organizedincorporated, validly existing, existing and in good standing under the laws of the its jurisdiction in which it is incorporatedof organization, and has full all corporate power powers and authority all material governmental licenses, authorizations, consents and the legal right to own and operate its property and assets and approvals required to carry on its business as it is now being conducted and as contemplated in this Agreement, including the right to grant the licenses granted by it hereunderconducted.

Corporate Existence and Power. It Xxxxx Xxxxxx is a company or corporation duly organizedincorporated, validly existing, existing and in good standing under the laws of the its jurisdiction in which it is incorporated, of incorporation and has full all corporate power powers and authority all governmental licenses, authorizations, permits, consents and the legal right to own and operate its property and assets and approvals required to carry on its business as it is now being conducted conducted, except for those licenses, authorizations, permits, consents and as contemplated in this Agreement, including approvals the right to grant the licenses granted by it hereunderabsence of which would not have a Xxxxx Xxxxxx Material Adverse Effect.

Corporate Existence and Power. It is a company or corporation duly organized, validly existing, and in good standing under the laws Laws of the jurisdiction in which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including the right to grant the licenses granted by it hereunder. [***] CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND SEPARATELY FILED WITH THE COMMISSION.

Corporate Existence and Power. It The Company is a company or corporation duly organizedincorporated, validly existing, existing and in good standing under the laws of the jurisdiction in which it is incorporatedstate of its incorporation, and has full all corporate power powers and authority all material governmental licenses, authorizations, qualifications, consents and the legal right to own and operate its property and assets and approvals required to carry on its business as it is now being conducted and as contemplated in this Agreement, including the right to grant the licenses granted by it hereunderconducted.

Corporate Existence and Power. It The Company and each of its Subsidiaries is a company or corporation duly organizedincorporated, validly existing, existing and in good standing under the laws of the its respective jurisdiction in which it is incorporatedof incorporation, and has full all corporate power powers and authority all material governmental licenses, authorizations, consents and the legal right to own and operate its property and assets and approvals required to carry on its business as it is now being conducted and as contemplated in this Agreement, including the right proposed to grant the licenses granted by it hereunderbe conducted.

Corporate Existence and Power. It is a company or corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction in which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including the right to grant the licenses granted by it hereunder.

Corporate Existence and Power. It is a company company, corporation or corporation other entity duly organized, validly existing, existing and in good standing under the laws of the jurisdiction in which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including the right to grant the licenses granted by it hereunder.

Corporate Existence and Power. It is a company or corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction in which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including including, without limitation, the right to grant the licenses granted by it hereunder.. (b)

Corporate Existence and Power. It The Company is a company or corporation duly organizedincorporated, validly existing, existing and in good standing under the laws of the jurisdiction in which it is incorporatedof its incorporation, and has full all corporate power powers and authority all material governmental licenses, authorizations, consents and the legal right to own and operate its property and assets and approvals required to carry on its business as it is now being conducted and as contemplated in this Agreement, including the right to grant the licenses granted by it hereunderconducted.

Corporate Existence and Power. It is a company or corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction in which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including including, without limitation, the right to grant and transfer the licenses rights granted by it and transferred hereunder.

Corporate Existence and Power. It is a company or corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction state in which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including the right to grant the licenses granted by it hereunder.

Corporate Existence and Power. It The Company (a) is a company or corporation duly organizedincorporated, validly existing, existing and in good standing under the laws of the jurisdiction of its incorporation, (b) is duly qualified under the laws of each jurisdiction in which it qualification is incorporatedrequired to own, lease or license its properties or to carry on the Business, except where the failure to have such status would not have a Material Adverse Effect and (c) has full all necessary corporate power and authority and the legal right required to own and operate its property and assets and the Assets, to carry on its business as it is now being conducted the Business and as to execute and deliver each of the Sale Documents and to consummate the transactions contemplated in this Agreement, including the right to grant the licenses granted by it hereunderthereby.

Corporate Existence and Power. It is a company or corporation duly organizedincorporated, validly existing, existing and in good standing under the laws of the state or jurisdiction in which it is incorporated, of its incorporation and has full all corporate power and authority required to carry on its businesses as now conducted. Where applicable, it is duly qualified to do business as a foreign corporation or other entity and is in good standing in each jurisdiction where the legal right to own and operate nature of its property and assets and business, activities or properties makes such qualification necessary to carry on its business as it is now being conducted conducted, except where the failure to be so qualified or in good standing has not been, and as contemplated in this Agreementwould not reasonably be expected to be, including material to the right to grant the licenses granted by it hereunderMxxxxx Business.

Corporate Existence and Power. It is a company corporation or corporation other entity duly organized, validly existing, and in good standing under the laws of the jurisdiction in which it is incorporatedincorporated or established, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including . [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the right to grant the licenses granted by it hereunderSEC.

Corporate Existence and Power. It is a company or corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction in which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including the right to grant the licenses granted by it hereunder.. ​ ​ ​

Corporate Existence and Power. It is a company or corporation duly organized, validly existing, and (but only as to Brickell) in good standing under the laws of the jurisdiction in which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including the right to grant the licenses granted by it hereunder.

Corporate Existence and Power. It is a company or corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction in which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including the right to grant the licenses granted by it hereunder.as

Corporate Existence and Power. It is a corporation or limited liability company or corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction in which it is incorporated, its state of incorporation or formation and has full all corporate power or limited liability company power and authority and the legal right to own all governmental licenses, authorizations, consents and operate its property and assets and approvals required to carry on its business as it in each jurisdiction in which its business is now being conducted and as contemplated in this Agreementconducted, including the right except where failure to grant the licenses granted by it hereunderobtain such license, authorization, consent or approval would not reasonably be expected to have a Material Adverse Effect.

Corporate Existence and Power. It The Company is a company or corporation duly organizedincorporated, validly existing, existing and in good standing under the laws of the its jurisdiction in which it is incorporatedof incorporation, and has with full corporate power and authority and the legal right to own and operate its property and assets and to carry on conduct its business as it is now being conducted and as contemplated in this Agreement, including to own or use the right properties and assets that it purports to grant the licenses granted by it hereunderown or use.

Corporate Existence and Power. It is a company or corporation duly organized, validly existing, and in good standing (where such concept is recognized) under the laws of the jurisdiction in which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including the right to grant the licenses granted by it hereunder.. BioLineRx - Novartis Pharma AG Collaboration Agreement

Corporate Existence and Power. It (a) The Company is a company or corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction in which it is incorporated, of its formation and has full corporate power all requisite powers and authority and the legal right to own and operate its property and assets and all Permits required to carry on its Business as now conducted, to own or use the properties and assets that it purports to own or use and to perform all its obligations under all Material Contracts (as defined in the Merger Agreement). The Company is duly qualified to do business as it a foreign corporation or other entity and is now being conducted and as contemplated in this Agreement, including the right to grant the licenses granted by it hereundergood standing in each jurisdiction where such qualification is necessary.

Corporate Existence and Power. It is a company or corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction in which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including including, without limitation, the right to grant the licenses granted by it hereunder.

Corporate Existence and Power. It is a company or corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction in which it is incorporated, and has full corporate power and authority and the legal right to own and operate EXECUTION VERSION its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including the right to grant the licenses granted by it hereunder.

Corporate Existence and Power. It (a) The Company is a company or corporation duly organizedincorporated, validly existing, existing and in good standing under the laws of the jurisdiction in which it is incorporated, of its incorporation and has full corporate all requisite power and authority and the legal right to own and operate its property and assets and to carry on its business as now conducted. The Company is, in all material respects, duly licensed and qualified to do business as a foreign corporation and in good standing in each jurisdiction in which the ownership or operation of its assets or the character of its activities is such as to require it is now being conducted and as contemplated in this Agreement, including the right to grant the licenses granted by it hereunderbe so licensed or qualified.

Corporate Existence and Power. It (a) The Company is a company or corporation duly organizedincorporated, validly existing, existing and in good standing under the laws of the its jurisdiction in which it is incorporated, of incorporation and has full all corporate power powers and authority and the legal right to own and operate its property and assets properties and to carry on its business as it is now being conducted and as contemplated in this Agreement, including the right to grant the licenses granted by it hereunderconducted.

Corporate Existence and Power. It is a company or corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction in which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in by this Agreement, including the right to grant the licenses and rights granted by it hereunder.

Corporate Existence and Power. It is a company or corporation banking association duly organized, validly existing, existing and in good standing under the laws of the jurisdiction in of its organization and has all powers and all material governmental licenses, authorizations and approvals required to perform its obligations hereunder and under the other Operative Documents to which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including the right to grant the licenses granted by it hereunderor will be a party.

Corporate Existence and Power. It The Company is a company or corporation duly organized, validly existing, organized and existing and in good standing under the laws of the jurisdiction in which it is incorporatedState of Washington, and has full the corporate power and authority and the legal right to own and operate its property and assets properties and to carry on its business as it is now being conducted and as contemplated in proposed to be conducted; and the Company has the corporate power and authority to enter into this Agreement, including Agreement and to issue the right to grant the licenses granted by it hereunderNotes.

Corporate Existence and Power. It is is, respectively, a company banking association, national bank, or corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction in of its organization and has all corporate powers and authority and all material governmental licenses, authorizations and approvals required to perform its obligations under each of the Operative Agreements to which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including the right to grant the licenses granted by it hereundera party.

Corporate Existence and Power. It (a) The Corporation and each of its subsidiaries is a company or corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction in which it is incorporatedof its formation and has all requisite corporate power, authority, and has full corporate power and authority and the legal right capacity to own own, lease and operate its property and assets as now owned, and to carry on its business as it is now being currently owned and conducted and as contemplated is in this Agreement, including good standing with respect to the right to grant the licenses granted by it hereunderfiling of all annual corporate reports.

Corporate Existence and Power. It The Company is a company or corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction of its incorporation, is duly qualified to transact business in which it every jurisdiction where, by the nature of its business, such qualification is incorporatednecessary, and has full all corporate power powers and authority all governmental licenses, authorizations, consents and the legal right to own and operate its property and assets and approvals required to carry on its business as it is now being conducted and as contemplated in this Agreement, including the right to grant the licenses granted by it hereunderconducted.

Corporate Existence and Power. It is a company or corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction in which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including the right to grant the licenses rights purported to be granted by it hereunder.

Corporate Existence and Power. It is a company or corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction state or country in which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Collaboration Agreement, including including, without limitation, the right to grant the licenses granted by it hereunder.

Corporate Existence and Power. It is a company or corporation duly organizedincorporated, validly existing, existing and in good standing under the laws of the state or jurisdiction in which it is incorporated, of its incorporation and has full all corporate power and authority required to carry on its businesses as now conducted. Where applicable, it is duly qualified to do business as a foreign corporation or other entity and is in good standing in each jurisdiction where the legal right to own and operate nature of its property and assets and business, activities or properties makes such qualification necessary to carry on its business as it is now being conducted conducted, except where the failure to be so qualified or in good standing has not been, and as contemplated in this Agreementwould not reasonably be expected to be, including material to the right to grant the licenses granted by it hereunderCoors Business.

Corporate Existence and Power. It is a company or corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction in which it is incorporatedorganized, and has full partnership, company or corporate power and authority authority, as the case may be, and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including the right to grant the licenses rights purported to be granted by it hereunder.

Corporate Existence and Power. It is a company or corporation duly organized, validly existing, and in good standing (only in the case of Company) under the laws of the jurisdiction in which it is incorporated, incorporated and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including the right to grant the licenses granted by it hereunder.

Corporate Existence and Power. It (a) Each of the Company and its Subsidiaries is a company or corporation duly organizedincorporated, validly existing, existing and in good standing under the laws of the its jurisdiction in which it is incorporated, and of incorporation. The Company has full all corporate power powers and authority and the legal right required to own own, lease and operate its property and assets properties and to carry on its business as it is now being conducted conducted. The Subsidiaries of the Company have all corporate powers and authority required to own, lease and operate their respective properties and to carry on their business as contemplated in this Agreement, including the right to grant the licenses granted by it hereundernow conducted.

Corporate Existence and Power. It is a company or corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction in which it is incorporated, and of its incorporation; has full corporate the power and authority and the legal right all governmental licenses, authorizations, consents and approvals to own and operate its property and assets and to assets, carry on its business and execute, deliver, and perform its obligations under the Loan Documents; is duly qualified as it a foreign corporation, and licensed and in good standing, under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification or license; and is now being conducted and as contemplated in this Agreement, including the right to grant the licenses granted by it hereundercompliance with all Requirements of Law.

Corporate Existence and Power. It is a company or corporation body corporate duly organized, organised and validly existing, and in good standing existing under the laws of the its jurisdiction in which it is incorporated, of incorporation and (ii) has full all corporate power and authority all governmental licences, authorisations, consents and the legal right to own and operate its property and assets and approvals required to carry on its business as it in each jurisdiction in which its business is now being conducted and as contemplated in this Agreementconducted, including the right failure to grant the licenses granted by it hereunderhave which would have a Material Adverse Effect.

Corporate Existence and Power. It is a company or corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction in which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in by this Agreement, including the right to grant the licenses granted by it hereunder.

Corporate Existence and Power. It is a company or corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction state in which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Supply Agreement, including the right to grant the licenses granted by it hereunder.

Corporate Existence and Power. It (a) The Company is a company or corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction in which it is incorporated, of its formation and has full corporate power all requisite powers and authority all governmental licenses, authorizations, permits, consents and the legal right to own and operate its property and assets and approvals required to carry on its business as now conducted, to own or use the properties and assets that it purports to own or use and to perform all its obligations under all Material Contracts. The Company is now being conducted duly qualified to do business as a foreign corporation or other entity and as contemplated is in this Agreement, including the right to grant the licenses granted by it hereundergood standing in each jurisdiction where such qualification is necessary.

Corporate Existence and Power. It is a company or corporation duly organized, incorporated and validly existing, existing and in good standing under the laws of the jurisdiction of its incorporation, has the corporate power to own its assets and to transact the business in which it is incorporatedpresently engaged, and has full corporate power is duly qualified as a foreign corporation and authority and in good standing under the legal right to own and operate laws of each jurisdiction where its ownership or lease of property and assets and to carry on or the conduct of its business as it is now being conducted and as contemplated in this Agreement, including the right to grant the licenses granted by it hereunderrequires such qualification.

Corporate Existence and Power. It The Company (1) is a company or corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction in which it is incorporatedColorado, and (2) has full all requisite corporate power and authority and the legal right to own and operate its property, to lease the property and assets it leases and to carry on its conduct the business as in which it is now being conducted currently, or is currently proposed to be, engaged, and as contemplated in (3) has the corporate power and authority to execute, deliver and perform its obligations under this Agreement, including the right Agreement and each other Transaction Document to grant the licenses granted by which it hereunderis a party.

Corporate Existence and Power. It is a company or corporation duly organized, validly existing, and and, with respect to Radius only, is in good standing under the laws of the jurisdiction in which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including the right to grant the licenses granted by it hereunder.

Corporate Existence and Power. It (a) The Company is a company or corporation duly organizedincorporated, validly existing, existing and in good standing under the laws of the jurisdiction in which it is incorporated, British Columbia and has full all corporate power powers and authority all governmental licenses, authorizations, permits, consents and the legal right to own and operate its property and assets and approvals required to carry on its business as it now conducted. The Company is now being conducted duly qualified to do business as an extra-provincial corporation or a foreign corporation and as contemplated is in this Agreementgood standing in each jurisdiction where such qualification is necessary, including other than those jurisdictions where failure to be so qualified would not be material to the right to grant the licenses granted by it hereunderCompany.

Corporate Existence and Power. It is a company corporation, duly incorporated or corporation duly organized, established and validly existing, existing and in good standing under the laws of the its jurisdiction in which it is incorporated, of incorporation and has full corporate the power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including the right to grant the licenses granted by it hereunderwill be conducted.

Corporate Existence and Power. It is a company or corporation duly organized, validly existing, and in good standing under the laws Laws of the jurisdiction in which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including the right to grant the rights and licenses granted by it hereunder.

Corporate Existence and Power. It is a company or corporation duly organized, organized and validly existing, and in good standing existing under the laws of the its jurisdiction in which it of organization and is incorporated, a Consolidated Subsidiary. It has all corporate powers and has full corporate power and authority and the legal right to own and operate its property and assets and all Consents required to carry on its business as it now conducted, other than those powers and Consents, the failure of which to be possessed or obtained could not, based upon the facts and circumstances in existence at the time this representation and warranty is now being conducted and as contemplated in this Agreementmade or deemed made, including the right reasonably be expected to grant the licenses granted by it hereunderhave a Material Adverse Effect.

Corporate Existence and Power. It is a company or corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction in which it is incorporated, and has full corporate legal power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including the right to grant the licenses by such Party granted by it hereunder.

Corporate Existence and Power. It is a company corporation or corporation other entity duly organized, validly existing, and in good standing under the laws of the jurisdiction in which it is incorporatedincorporated or established, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including the right to grant the licenses granted by it hereunder.

Corporate Existence and Power. It The Company is a company or corporation duly organizedincorporated, validly existing, existing and in good standing under the laws of the jurisdiction in which it is incorporatedof its incorporation, and has full all corporate power powers and authority all material governmental licenses, authorizations, consents and the legal right to own and operate its property and assets and approvals required to carry on its business as it now conducted. The Company is now being conducted and not an "investment company" within the meaning of the Investment Company Act of 1940, as contemplated in amended, a "holding company" within the meaning of the Public Utility Holding Company Act of 1935, as amended, or otherwise subject to any regulatory scheme which restricts its ability to borrow under this Agreement, including the right to grant the licenses granted by it hereunder.

Corporate Existence and Power. It is a company or corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction in which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this AgreementAgreement and the Co-Commercialization Agreements, including the right to grant the licenses granted by it hereunderhereunder and thereunder.

Corporate Existence and Power. It As of the Signing Date, it is a company or corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction in which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including the right to grant the licenses granted by it hereunder.

Corporate Existence and Power. It The Company is a company or corporation duly organized, validly existing, existing and in good standing under the laws of the its jurisdiction in which it is incorporatedof incorporation, and has full all corporate power powers and authority and the legal right to own and operate its property and assets and all Permits required to carry on its business as now conducted. The Company is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the property owned or leased by it is now being conducted or the nature of its activities makes such qualification necessary. Attached to Schedule 3.01 are true and complete copies of the articles of incorporation and bylaws of the Company each as amended and as contemplated currently in this Agreement, including the right to grant the licenses granted by it hereundereffect.

Corporate Existence and Power. It is a corporation or limited liability company or corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction in which it is incorporatedincorporated or organized, and has full corporate or limited liability company power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including the right to grant the licenses granted by it hereunder.