Common use of General Representations Clause in Contracts

General Representations. Each Party hereby represents and warrants to the other Party, as of the Effective Date, as follows: (a) Such Party is an entity duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or formation, is qualified to do business and is in good standing as a foreign entity in each jurisdiction in which the conduct of its business or the ownership of its properties requires such qualification and failure to have such would prevent it from performing its obligations under this Agreement; (b) The execution, delivery and performance by such Party of this Agreement have been duly authorized by all necessary corporate action and does not and will not (i) violate any provision of any Law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to it or any provision of its charter or bylaws or other organizational or governing documents; or (ii) conflict with or constitute a default under any other agreement to which such Party is a party; (c) This Agreement has been duly executed and is a legal, valid and binding obligation of such Party, enforceable against it in accordance with the terms and conditions hereof, except as enforceability may be limited by (i) any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditor’s rights generally, or (ii) general principles of equity, whether considered in a proceeding in equity or at Law; (d) Such Party is not under any obligation to any person or entity, contractual or otherwise, that is in conflict with the terms of this Agreement, nor will such Party undertake any such obligation during the Agreement Term; (e) Such Party has obtained all authorizations, consents and approvals, governmental or otherwise, necessary for the execution and delivery of this Agreement, and to otherwise perform such Party’s obligations under this Agreement; (f) Neither Party, nor any of its Affiliates, are a party to, or are otherwise bound by, any oral or written contract that will result in any Third Party obtaining any interest in, or that would give to any Third Party any right to assert any claim in or with respect to, any of such Party’s or the other Party’s rights under this Agreement; (g) Neither Party, or, to the knowledge of such Party, any Third Party acting by or on behalf of such Party in connection with the manufacture, development or commercialization of the Compound, Product or any Licensed Product has been debarred or is subject to debarment, and neither Party shall knowingly engage or use any Third Party in connection with the of the manufacture, development or commercialization of the Compound, Product or any Licensed Product that has been debarred; each Party agrees to notify the other Party in writing promptly if it, or if it has knowledge that, any of its licensors or any entity acting on its behalf in any capacity in connection with the manufacture, development or commercialization of the Compound, Product or any Licensed Product, is debarred or becomes the subject of any threatened or pending action, suit, claim, investigation, legal or administrative proceeding relating to debarment; and (h) Such Party shall perform its obligations hereunder in accordance with all Laws.

General Representations. Each Party hereby represents and warrants to the other Party, as of the Effective Date, as follows: (a) Such Party is an entity duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or formation, is qualified to do business and is in good standing as a foreign entity in each jurisdiction in which the conduct of its business or the ownership of its properties requires such qualification and failure to have such would prevent it from performing its obligations under this Agreement;; CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (b) The execution, delivery and performance by such Party of this Agreement have been duly authorized by all necessary corporate action and does not and will not (i) violate any provision of any Law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to it or any provision of its charter or bylaws or other organizational or governing documents; or (ii) conflict with or constitute a default under any other agreement to which such Party is a party; (c) This Agreement has been duly executed and is a legal, valid and binding obligation of such Party, enforceable against it in accordance with the terms and conditions hereof, except as enforceability may be limited by (i) any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditor’s rights generally, or (ii) general principles of equity, whether considered in a proceeding in equity or at Law; (d) Such Party is not under any obligation to any person or entity, contractual or otherwise, that is in conflict with the terms of this Agreement, nor will such Party undertake any such obligation during the Agreement Term; (e) Such Party has obtained all authorizations, consents and approvals, governmental or otherwise, necessary for the execution and delivery of this Agreement, and to otherwise perform such Party’s obligations under this Agreement; (f) Neither Party, nor any of its Affiliates, are a party to, or are otherwise bound by, any oral or written contract that will result in any Third Party obtaining any interest in, or that would give to any Third Party any right to assert any claim in or with respect to, any of such Party’s or the other Party’s rights under this Agreement; (g) Neither Party, or, to the knowledge of such Party, any Third Party acting by or on behalf of such Party in connection with the manufacture, development or commercialization of the Compound, Product or any Licensed Product has been debarred or is subject to debarment, and neither Party shall knowingly engage or use any Third Party in connection with the of the manufacture, development or commercialization of the Compound, Product or any Licensed Product that has been debarred; each Party agrees to notify the other Party in writing promptly if it, or if it has knowledge that, any of its licensors or any entity acting on its behalf in any capacity in connection with the manufacture, development or commercialization of the Compound, Product or any Licensed Product, is debarred or becomes the subject of any threatened or pending action, suit, claim, investigation, legal or administrative proceeding relating to debarment; and (h) Such Party shall perform its obligations hereunder in accordance with all Laws.

General Representations. Each Party hereby represents and warrants to the other Party, as of the Effective Date, Party as follows: (a) Such Party is an entity a corporation or limited liability company duly organized, validly existing and is in good standing under the Laws laws of the jurisdiction of its incorporation or formation, is qualified to do business and is in good standing as a foreign entity corporation in each jurisdiction in which the conduct of its business or the ownership of its properties requires such qualification and failure to have such would prevent it from performing its obligations under this Agreement; (b) The execution, delivery and performance of this Agreement by such Party of this Agreement have has been duly authorized by all necessary corporate action and does do not and will not (i) violate any provision of any Lawlaw, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to it or any provision of its charter or bylaws or other organizational or governing documentsbylaws; or (ii) conflict with or constitute a default under any other agreement to which such Party is a party; (c) This Agreement has been duly executed and is a legal, valid and binding obligation of such Party, enforceable against it in accordance with the terms and conditions hereof, except as enforceability may be limited by (i) any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditor’s rights generally, or (ii) general principles of equity, whether considered in a proceeding in equity or at Lawlaw; (d) Such Party is not under any obligation to any person or entity, contractual or otherwise, that is in conflict with the terms of this Agreement, nor will shall such Party undertake any such obligation during the Agreement Term; (e) Such Party has obtained all authorizations, licenses, permits, consents and approvals, governmental or otherwise, necessary for the execution and delivery of this Agreement, and to otherwise perform such Party’s obligations under this Agreement; (f) Neither Party, nor any of its Affiliates, are a party to, or are otherwise bound by, any oral or written contract agreement that will result in any Third Party person or entity obtaining any interest in, or that would give to any Third Party any right to assert any claim in or with respect to, any of such Party’s or the other Party’s rights under this Agreement; (g) Neither Party, or, to the knowledge of such Party, any Third Party acting by or on behalf of such Party in connection with the manufacture, development or commercialization of the Compound, Product or any Licensed Product has been debarred or is subject to debarment, and neither Party shall knowingly engage or use any Third Party in connection with the of the manufacture, development or commercialization of the Compound, Product or any Licensed Product that has been debarred; each Party agrees to notify the other Party in writing promptly if it, or if it has knowledge that, any of its licensors or any entity acting on its behalf in any capacity in connection with the manufacture, development or commercialization of the Compound, Product or any Licensed Product, is debarred or becomes the subject of any threatened or pending action, suit, claim, investigation, legal or administrative proceeding relating to debarment; and (hg) Such Party shall perform its obligations hereunder in accordance with all applicable Laws.

General Representations. Each Party hereby represents and warrants to the other Party, as of the Effective Date, as follows: (a) Such Party The Pledgor is an entity duly organized, validly existing and in good standing under the Laws laws of the jurisdiction of its incorporation or formation, is qualified organization and has full power and authority to do business own its property and is in good standing as a foreign entity in each jurisdiction in which the conduct of assets and to carry on its business or the ownership of its properties requires such qualification as now conducted and failure to have such would prevent it from performing execute, deliver and perform its obligations under this Agreement; (b) The . Pledgor has duly authorized and taken all other necessary corporate action for the execution, delivery and performance by such Party of this Agreement have been duly authorized by all necessary corporate action and does not and will not (i) violate any provision of any Law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to it or any provision of its charter or bylaws or other organizational or governing documents; or (ii) conflict with or constitute a default under any other agreement to which such Party is a party; (c) This Agreement Agreement. Pledgor has been duly executed and delivered this Agreement, and this Agreement and each Material Project Contract to which the Pledgor is a party constitutes its legal, valid and binding obligation of such Partythe Pledgor, enforceable against it in accordance with its terms against the terms and conditions hereof, Pledgor except as enforceability thereof may be limited by (i) any applicable bankruptcy, insolvency, reorganizationmoratorium and similar laws, moratorium or similar law affecting creditor’s rights generally, or (ii) general principles of equityby equitable principles, whether considered in a proceeding at law or in equity and any implied covenants of good faith and fair dealing and for filings and registrations necessary to create or at Law; (d) Such Party is not under any obligation to any person or entity, contractual or otherwise, that is perfect Liens on the Collateral granted by the Pledgor in conflict with favor of the terms of this Agreement, nor will such Party undertake any such obligation during the Agreement Term; (e) Such Party has obtained all authorizations, consents and approvals, governmental or otherwise, necessary for the Secured Parties. Pledgor’s execution and delivery of this Agreement, the performance of the transactions contemplated hereby and to otherwise perform such Party’s obligations under this Agreement; by the Material Project Contracts and the fulfillment of the terms hereof and thereof will not (fa) Neither Party, nor violate any of its AffiliatesGoverning Documents or conflict with or violate its contractual obligations, are a party to(b) violate any order, judgment or decree of governmental authority binding on it, (c) violate any applicable Laws, or are otherwise bound by, any oral or written contract that will (d) result in or require the creation or imposition of any Third Party obtaining any interest in, or that would give to any Third Party any right to assert any claim in or with respect to, Lien upon any of its properties or assets (other than any Liens created hereunder), where any such Party’s violation or conflict referred to in clauses (b) and (c) of this Section 4.8 would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Pledgor has duly obtained all necessary authorizations, consents, licenses, orders or approvals of or registrations or declarations with any Governmental Authority or any other Person required in connection with the execution and delivery of this Agreement and the performance of the transactions contemplated by this Agreement and each Material Project Contract to which it is a party, and such authorizations, consents, licenses, orders or approvals of or registrations or declarations are in full force and effect, in each case, except for (i) the filing of UCC financing statements (or the filing of financing statements under any other Party’s rights under this Agreement; local equivalent) or (gii) Neither Partysuch consents, authorizations, filings, licenses or other actions that have either (A) been made or obtained and are in full force and effect, (B) are listed on Schedule 4.8 hereto or (C) such actions, consents, approvals, registrations or filings the failure of which to be obtained or made would not reasonably be expected to have a Material Adverse Effect. There are no actions, suits, investigations or proceedings at law or in equity or by or on behalf of any Governmental Authority or in arbitration now pending against, or, to the knowledge of such Partythe Pledgor, threatened in writing against or affecting, the Pledgor or any business, property or rights of the Pledgor which (a) individually or in the aggregate would reasonably be expected to have a Material Adverse Effect or (b) purport to affect or pertain to this Agreement or the Guarantee, Liens or security interests created or purported to be created pursuant to this Agreement. Since December 31, 2022, there has been no occurrence, development, change, event, or loss which has resulted in or would reasonably be expected to have, individually or in the aggregate, any Third Party acting by or on behalf of such Party in connection with the manufacture, development or commercialization of the Compound, Product or any Licensed Product has been debarred or is subject to debarment, and neither Party shall knowingly engage or use any Third Party in connection with the of the manufacture, development or commercialization of the Compound, Product or any Licensed Product that has been debarred; each Party agrees to notify the other Party in writing promptly if it, or if it has knowledge that, any of its licensors or any entity acting on its behalf in any capacity in connection with the manufacture, development or commercialization of the Compound, Product or any Licensed Product, is debarred or becomes the subject of any threatened or pending action, suit, claim, investigation, legal or administrative proceeding relating to debarment; and (h) Such Party shall perform its obligations hereunder in accordance with all LawsMaterial Adverse Effect.

General Representations. Each Party hereby represents and warrants to the other Party, as of the Effective Date, Party as follows: (a) Such Party is an entity a corporation duly organized, validly existing and is in good standing under the Laws laws of the jurisdiction of its incorporation or formation, is qualified to do business and is in good standing as a foreign entity corporation in each jurisdiction in which the conduct of its business or the ownership of its properties requires such qualification and failure to have such would prevent it from performing its obligations under this Agreement; (b) The execution, delivery and performance of this Agreement by such Party of this Agreement have has been duly authorized by all necessary corporate action and does do not and will not (i) violate any provision of any Lawlaw, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to it or any provision of its charter or bylaws or other organizational or governing documentsbylaws; or (ii) conflict with or constitute a default under any other agreement to which such Party is a party; (c) This Agreement has been duly executed and is a legal, valid and binding obligation of such Party, enforceable against it in accordance with the terms and conditions hereof, except as enforceability may be limited by (i) any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditor’s rights generally, or (ii) general principles of equity, whether considered in a proceeding in equity or at Lawlaw; (d) Such Party is not under any obligation to any person or entity, contractual or otherwise, that is in conflict with the terms of this Agreement, nor will shall such Party undertake any such obligation during the Agreement Term; (e) Such Party has obtained all authorizations, licenses, permits, consents and approvals, governmental or otherwise, necessary for the execution and delivery of this Agreement, and to otherwise perform such Party’s obligations under this Agreement; (f) Neither Party, nor any of its Affiliates, are a party to, or are otherwise bound by, any oral or written contract agreement that will result in any Third Party person or entity obtaining any interest in, or that would give to any Third Party any right to assert any claim in or with respect to, any of such Party’s or the other Party’s rights under this Agreement; (g) Neither Party, or, to the knowledge of such Party, any Third Party acting by or on behalf of such Party in connection with the manufacture, development or commercialization of the Compound, Product or any Licensed Product has been debarred or is subject to debarment, and neither Party shall knowingly engage or use any Third Party in connection with the of the manufacture, development or commercialization of the Compound, Product or any Licensed Product that has been debarred; each Party agrees to notify the other Party in writing promptly if it, or if it has knowledge that, any of its licensors or any entity acting on its behalf in any capacity in connection with the manufacture, development or commercialization of the Compound, Product or any Licensed Product, is debarred or becomes the subject of any threatened or pending action, suit, claim, investigation, legal or administrative proceeding relating to debarment; and (hg) Such Party shall perform its obligations hereunder in accordance with all applicable Laws.

General Representations. Each Party hereby represents and warrants to the other Party, as of the Effective Date, Party as follows: (a) Such Party is an entity a corporation or limited liability company duly organized, validly existing and is in good standing under the Laws laws of the jurisdiction of its incorporation or formation, is qualified to do business and is in good standing as a foreign entity corporation in each jurisdiction in which the conduct of its business or the ownership of its properties requires such qualification and failure to have such would prevent it from performing its obligations under this Agreement; (b) The execution, delivery and performance of this Agreement by such Party of this Agreement have has been duly authorized by all necessary corporate action and does do not and will not (i) violate any provision of any Lawlaw, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to it or any provision of its charter chatter or bylaws or other organizational or governing documentsbylaws; or (ii) conflict with or constitute a default under any other agreement to which such Party is a party; (c) This Agreement has been duly executed and is a legal, valid and binding obligation of such Party, enforceable against it in accordance with the terms and conditions hereof, except as enforceability may be limited by (i) any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditor’s rights generally, or (ii) general principles of equity, whether considered in a proceeding in equity or at Lawlaw; (d) Such Party is not under any obligation to any person or entity, contractual or otherwise, that is in conflict with the terms of this Agreement, nor will shall such Party undertake any such obligation during the Agreement Term; (e) Such Party has obtained all authorizations, licenses, permits, consents and approvals, governmental or otherwise, necessary for the execution and delivery of this Agreement, and to otherwise perform such Party’s obligations under this Agreement; (f) Neither Party, nor any of its Affiliates, are a party to, or are otherwise bound by, any oral or written contract agreement that will result in any Third Party person or entity obtaining any interest in, or that would give to any Third Party any right to assert any claim in or with respect to, any of such Party’s or the other Party’s rights under this Agreement; (g) Neither Party, or, to the knowledge of such Party, any Third Party acting by or on behalf of such Party in connection with the manufacture, development or commercialization of the Compound, Product or any Licensed Product has been debarred or is subject to debarment, and neither Party shall knowingly engage or use any Third Party in connection with the of the manufacture, development or commercialization of the Compound, Product or any Licensed Product that has been debarred; each Party agrees to notify the other Party in writing promptly if it, or if it has knowledge that, any of its licensors or any entity acting on its behalf in any capacity in connection with the manufacture, development or commercialization of the Compound, Product or any Licensed Product, is debarred or becomes the subject of any threatened or pending action, suit, claim, investigation, legal or administrative proceeding relating to debarment; and (hg) Such Party shall perform its obligations hereunder in accordance with all applicable Laws.

General Representations. Each Party hereby represents and warrants to the other Party, as of the Effective Date, Party as follows: (a) Such Party is an entity a corporation duly organized, validly existing and is in good standing under the Laws laws of the jurisdiction of its incorporation or formationincorporation, is qualified to do business and is in good standing as a foreign entity corporation in each jurisdiction in which the conduct of its business or the ownership of its properties requires such qualification and failure to have such would prevent it from performing its obligations under this Agreement; (b) The execution, delivery and performance by such Party of this Agreement have has been duly authorized by all necessary corporate action and does do not and will not (i) violate any provision of any Lawlaw, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to it or any provision of its charter or bylaws or other organizational or governing documentsbylaws; or (ii) conflict with or constitute a default under any other agreement to which such Party is a party; (c) This Agreement has been duly executed and is a legal, valid and binding obligation of such Party, enforceable against it in accordance with the terms and conditions hereof, except as enforceability may be limited by (i) any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditor’s rights generally, or (ii) general principles of equity, whether considered in a proceeding in equity or at Lawlaw; (d) Such Party is not under any obligation to any person or entity, contractual or otherwise, that is in conflict with the terms of this Agreement, nor will shall such Party undertake any such obligation during the Agreement Term; (e) Such Party has obtained all authorizations, consents and approvals, governmental or otherwise, necessary for the execution and delivery of this Agreement, and to otherwise perform such Party’s obligations under this Agreement; (f) Neither Party, nor any of its Affiliates, are a party to, or are otherwise bound by, any oral or written contract that will result in any Third Party person or entity obtaining any interest in, or that would give to any Third Party any right to assert any claim in or with respect to, any of such Party’s or the other Party’s rights under this Agreement; (g) Neither Party, or, to the knowledge of such Party, any Third Party acting by or on behalf of such Party other than those restrictions under Hanmi License as expressly stated in connection with the manufacture, development or commercialization of the Compound, Product or any Licensed Product has been debarred or is subject to debarment, and neither Party shall knowingly engage or use any Third Party in connection with the of the manufacture, development or commercialization of the Compound, Product or any Licensed Product that has been debarred; each Party agrees to notify the other Party in writing promptly if it, or if it has knowledge that, any of its licensors or any entity acting on its behalf in any capacity in connection with the manufacture, development or commercialization of the Compound, Product or any Licensed Product, is debarred or becomes the subject of any threatened or pending action, suit, claim, investigation, legal or administrative proceeding relating to debarmentthis Agreement; and (hg) Such Party shall perform its obligations hereunder in accordance with all applicable Laws.

General Representations. Each Party hereby represents and warrants to the other Party, Party as of the Effective Date, Date and Closing Date as follows: (a) Such Party is an entity duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or formation, is qualified to do business and is in good standing as a foreign entity in each jurisdiction in which the conduct of its business or the ownership of its properties requires such qualification and failure to have such would prevent it from performing its obligations under this AgreementAgreement and the Ancillary Agreements; (b) The execution, delivery and performance by such Party of this Agreement and the Ancillary Agreements have been duly authorized by all necessary corporate action and does not and will not (i) violate any provision of any Law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to it or any provision of its charter or bylaws or other organizational or governing documents; or (ii) conflict with or constitute a default under any other agreement to which such Party is a party; (c) This Agreement has and the Ancillary Agreements have been duly executed and is a are legal, valid and binding obligation obligations of such Party, enforceable against it in accordance with the terms and conditions hereof, except as enforceability may be limited by (i) any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditor’s rights generally, or (ii) general principles of equity, whether considered in a proceeding in equity or at Law; (d) Such Party is not under any obligation to any person or entity, contractual or otherwise, that is in conflict with the terms of this Agreement or any Ancillary Agreement, nor will such Party undertake any such obligation during the Agreement Term; (e) Such Party has obtained all authorizations, consents and approvals, governmental or otherwise, necessary for the execution and delivery of this AgreementAgreement and the Ancillary Agreements, and to otherwise perform such Party’s obligations under this AgreementAgreement and the Ancillary Agreements; (f) Neither Party, nor any of its Affiliates, are a party to, or are otherwise bound by, any oral or written contract that will result in any Third Party obtaining any interest in, or that would give to any Third Party any right to assert any claim in or with respect to, any of such Party’s or the other Party’s rights under this Agreement or any Ancillary Agreement; (g) Neither Party, or, to the knowledge of such Party, any Third Party acting by or on behalf of such Party in connection with the manufacture, development or commercialization of the Compound, Product, Semi-Finished Product or any Licensed Final Product has been debarred or is subject to debarment, and neither Party shall knowingly engage or use any Third Party in connection with the of the manufacture, development or commercialization of the Compound, Product, Semi-Finished Product or any Licensed Final Product that has been debarred; each Party agrees to notify the other Party in writing promptly if it, or if it has knowledge that, any of its licensors or any entity acting on its behalf in any capacity in connection with the manufacture, development or commercialization of the Compound, Product, Semi-Finished Product or any Licensed Final Product, is debarred or becomes the subject of any threatened or pending action, suit, claim, investigation, legal or administrative proceeding relating to debarment; and (h) Such Party shall perform its obligations hereunder in accordance with all Laws.

General Representations. Each Party hereby represents and warrants to the other Party, as of the Effective Date, Party as follows: (a) Such Party is an entity a corporation duly organized, validly existing and is in good standing under the Laws laws of the jurisdiction of its incorporation or formationincorporation, is qualified to do business and is in good standing as a foreign entity corporation in each jurisdiction in which the conduct of its business or the ownership of its properties requires such qualification and failure to have such would prevent it from performing its obligations under this Agreement; (b) The execution, delivery and performance by such Party of this Agreement have has been duly authorized by all necessary corporate action and does do not and will not (i) violate any provision of any Law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to it or any provision of its charter or bylaws or other organizational or governing documentsbylaws; or (ii) conflict with or constitute a default under any other agreement to which such Party is a party; (c) This Agreement has been duly executed and is a legal, valid and binding obligation of such Party, enforceable against it in accordance with the terms and conditions hereof, except as enforceability may be limited by (i) any applicable bankruptcy, insolvency, reorganization, moratorium or similar law Law affecting creditor’s rights generally, or (ii) general principles of equity, whether considered in a proceeding in equity or at Lawlaw; (d) Such Party is not under any obligation to any person or entityPerson, contractual or otherwise, that is in conflict conflicts with the terms of this Agreement, nor will shall such Party undertake any such obligation during the Agreement Term; (e) Such Party has obtained all authorizations, consents and approvals, governmental or otherwise, necessary for the execution and delivery of this Agreement, and to otherwise perform such Party’s obligations under this Agreement; (f) Neither Party, nor any of its Affiliates, are a party to, or are otherwise bound by, any oral or written contract that will result in any Third Party Person obtaining any interest in, or that would give to any Third Party any right to assert any claim in or with respect to, any of such Party’s or the other Party’s rights under this Agreement; (g) Neither Party, or, to the knowledge of such Party, any Third Party acting by or on behalf of such Party in connection with the manufacture, development or commercialization of the Compound, Product or any Licensed Product has been debarred or is subject to debarment, and neither Party shall knowingly engage or use any Third Party in connection with the of the manufacture, development or commercialization of the Compound, Product or any Licensed Product that has been debarred; each Party agrees to notify the other Party in writing promptly if it, or if it has knowledge that, any of its licensors or any entity acting on its behalf in any capacity in connection with the manufacture, development or commercialization of the Compound, Product or any Licensed Product, is debarred or becomes the subject of any threatened or pending action, suit, claim, investigation, legal or administrative proceeding relating to debarment; and (hg) Such Party shall perform its obligations hereunder in accordance with all applicable Laws.

General Representations. Each Party hereby represents and warrants to the other Party, Party as of the Effective Date, Execution Date as follows: (a) Such Party is an entity duly organized, validly existing and in good standing under the Laws of the jurisdiction has been represented by independent legal counsel of its incorporation or formationown choosing in connection with this Termination Agreement, is qualified and has had adequate opportunity to do business and is in good standing as a foreign entity in each jurisdiction in which consult with such counsel prior to the conduct execution of its business or the ownership of its properties requires such qualification and failure to have such would prevent it from performing its obligations under this Termination Agreement;. (b) This Termination Agreement is a legal and valid obligation binding upon such Party and enforceable in accordance with its terms. The execution, delivery and performance of this Termination Agreement by such Party of this Agreement have been duly authorized by all necessary corporate action and does do not and will not not: (i) require any consent or approval of its stockholders; (ii) to such Party’s knowledge, violate any provision of any Law, rule, regulationApplicable Laws, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to it of any court, governmental body or any provision of its charter or bylaws administrative or other organizational or governing documentsagency having jurisdiction over such Party; or nor (iiiii) conflict with with, or constitute a default under under, any other agreement agreement, instrument or understanding, oral or written, to which such Party is a party;party or by which it is bound. In particular, and without limiting the generality of the foregoing, each Party represents and warrants to the other Party that it is fully entitled to grant the releases, enter into the covenants, and undertake the obligations set forth herein. (c) This Agreement Such Party has been duly executed and is a legalnot sold, valid and binding obligation of such Partyassigned, enforceable against it in accordance with the terms and conditions hereofconveyed, except as enforceability may be limited by (i) any applicable bankruptcypledged, insolvency, reorganization, moratorium or similar law affecting creditor’s rights generallyencumbered, or (ii) general principles of equity, whether considered otherwise in a proceeding in equity or at Law;any way transferred to any Person any Claim released by such Party pursuant to this Termination Agreement. (d) Such Party has not filed, or is not under aware that any obligation to Third Party has filed, any person legal or entityadministrative proceeding of any kind or nature against the other Party, contractual or otherwise, that is other than the Claims filed in conflict with the terms of this Agreement, nor will such Party undertake any such obligation during the Agreement Term;Litigation. (e) Such Party has obtained all authorizationsis not relying in any manner on any statement, consents and approvalspromise, governmental representation or otherwiseomission, necessary for the execution and delivery of whether oral or written, express or implied, made by any person or entity, not specifically set forth in this Termination Agreement, and to otherwise perform such Party’s obligations under this Agreement; (f) Neither PartyOther than this Termination Agreement, nor any the Subordination Agreement, the Terminated Agreements, the Revance Equity Rights Agreements, the Series C Preferred Stock Purchase Agreement, the Series D Preferred Stock Purchase Agreement, and the Stipulation and Order Governing the Production and Exchange of its Affiliates, are a party to, or are otherwise bound by, any oral or written contract that will result in any Third Party obtaining any interest in, or that would give to any Third Party any right to assert any claim in or with respect to, any of such Party’s or Highly Confidential Information entered by the other Party’s rights under this Agreement; (g) Neither Party, or, to the knowledge of such Party, any Third Party acting by or on behalf of such Party in connection with the manufacture, development or commercialization Chancery Court of the CompoundState of Delaware on July 5, Product 2012 (collectively, the “Existing Agreements”), there are no other agreements, contracts or other legally binding commitments existing as of (or immediately prior to) the Execution Date between the Parties or their Affiliates. If any Licensed Product has been debarred such other EXECUTION VERSION agreements contracts or is subject to debarment, and neither Party shall knowingly engage or use any Third Party in connection with the commitments exist as of the manufactureExecution Date (i.e., development or commercialization other than the Existing Agreements), such other agreements, contracts and commitments shall be deemed terminated as of the CompoundTermination Effective Date. For clarity, Product or any Licensed Product that has been debarred; each Party agrees to notify the other Party in writing promptly if it, or if it has knowledge that, any of its licensors or any entity acting agreements listed on its behalf in any capacity in connection with the manufacture, development or commercialization of the Compound, Product or any Licensed Product, is debarred or becomes the subject of any threatened or pending action, suit, claim, investigation, legal or administrative proceeding relating to debarment; and (h) Such Party Schedule 5.1 shall perform its obligations hereunder in accordance with all Lawsnot terminate.

General Representations. Each Party hereby represents and warrants to the other Party, as of the Effective Date, as follows: (a) Such Party It is an entity duly organized, validly existing and in good standing under the Laws laws of the jurisdiction of its incorporation or formationorganization and has full power and authority to execute, is qualified to do business deliver and is in good standing as a foreign entity in each jurisdiction in which the conduct of its business or the ownership of its properties requires such qualification and failure to have such would prevent it from performing perform its obligations under this Agreement; (b) The Note and the other Credit Documents to which it is a party. It has duly authorized and taken all other appropriate action for the execution, delivery and performance by such Party of this Agreement have been Note and any other document or instrument delivered pursuant hereto or in connection herewith and the consummation of the transactions provided for in this Note. It has duly authorized executed and delivered this Note and the other Credit Documents to which is it’s a party, this Note and such other Credit Documents constitute its legal, valid and binding obligation, enforceable in accordance with its terms except as enforceability thereof may be limited by all necessary corporate action any Debtor Relief Laws and does not by equitable principles, whether considered at law or in equity. Its execution and delivery of this Note and the other Credit Documents to which it is a party, the performance of the obligations or transactions contemplated by this Note and such other Credit Documents and the fulfillment of the terms of this Note and such other Credit Documents will not (i) conflict with or violate any provision of its organizational documents or any Law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability contractual obligations applicable to it or any provision of its charter or bylaws or other organizational or governing documents; or (ii) conflict with or constitute a default violate any order, judgment or decree of governmental authority binding on it, (iii) require any approval of its equityholders or any approval or consent of any Person under any other agreement to which such Party is a party; (c) This Agreement has been duly executed and is a legal, valid and binding contractual obligation of such Party, enforceable against it in accordance with the terms and conditions hereofrepresenting Person, except as enforceability may for such approvals or consents which will be limited by (i) any applicable bankruptcy, insolvency, reorganization, moratorium obtained on or similar law affecting creditor’s rights generallybefore the date hereof, or (iiiv) general principles of equity, whether considered in a proceeding in equity or at Law; (d) Such Party is not under any obligation to any person or entity, contractual or otherwise, that is in conflict with or violate any applicable laws, or (v) result in or require the terms creation or imposition of any Lien upon any of its properties or assets (other than any Liens created under this AgreementNote, nor will such Party undertake any such obligation during the Agreement Term; (e[MGP Note](12) Such Party and the Mortgage). It has obtained duly obtained, effected or given all authorizations, consents and approvalsconsents, licenses, orders or approvals of or registrations or declarations with any governmental authority or otherwise, necessary for any other Person required in connection with the execution and delivery of this AgreementNote and the performance of the transactions contemplated by this Note, and such authorizations, consents, licenses, orders or approvals of or registrations or declarations are in full force and effect. There are no actions, suits or proceedings by or before any arbitrator or governmental authority pending against or, to otherwise its knowledge, threatened against or affecting it as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to have a material adverse effect on (x) the ability of the Maker to fully and timely perform such Party’s obligations under the Obligations, (y) the legality, validity, binding effect or enforceability of this Agreement; Note against the Maker or the Collateral, or (fz) Neither Partythe rights, nor any of its Affiliates, are a party remedies and benefits available to, or are otherwise bound byconferred upon, any oral or written contract that will result in any Third Party obtaining any interest the Payee under this Note. It is not an “investment company” as defined in, or that would give to any Third Party any right to assert any claim in or with respect to, any of such Party’s or the other Party’s rights under this Agreement; (g) Neither Party, or, to the knowledge of such Party, any Third Party acting by or on behalf of such Party in connection with the manufacture, development or commercialization of the Compound, Product or any Licensed Product has been debarred or is subject to debarmentregulation under, and neither Party shall knowingly engage or use any Third Party in connection with the Investment Company Act of the manufacture, development or commercialization of the Compound, Product or any Licensed Product that has been debarred; each Party agrees to notify the other Party in writing promptly if it, or if it has knowledge that, any of its licensors or any entity acting on its behalf in any capacity in connection with the manufacture, development or commercialization of the Compound, Product or any Licensed Product, is debarred or becomes the subject of any threatened or pending action, suit, claim, investigation, legal or administrative proceeding relating to debarment; and (h) Such Party shall perform its obligations hereunder in accordance with all Laws1940.

General Representations. Each Party hereby represents and warrants to the other Party, as of the Effective Date, Party as follows: (a) Such Party is an entity a corporation duly organized, validly existing and is in good standing under the Laws laws of the jurisdiction of its incorporation or formationincorporation, is qualified to do business and is in good standing as a foreign entity corporation in each jurisdiction in which the conduct of its business or the ownership of its properties requires such qualification and failure to have such would prevent it from performing its obligations under this Agreement; (b) The execution, delivery and performance by such Party of this Agreement have been duly authorized by all necessary corporate action and does do not and will not (i) violate any provision of any Lawlaw, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to it or any provision of its charter or bylaws or other organizational or governing documentsbylaws; or (ii) conflict with or constitute a default under any other agreement to which such Party is a party; (c) This Agreement has been duly executed and is a legal, valid and binding obligation of such Party, enforceable against it in accordance with the terms and conditions hereof, except as enforceability may be limited by (iA) any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditor’s rights generally, or (iiB) general principles of equity, whether considered in a proceeding in equity or at Lawlaw and provided that Indevus makes no representation or warranty as to the enforceability of the security interest described in Section 2.6; (d) Such Party is not under any obligation to any person or entity, contractual or otherwise, that is in conflict with the terms of this Agreement, nor will such Party undertake any such obligation during the Agreement Termterm of this Agreement; (e) Such Party has obtained all authorizations, consents and approvals, governmental or otherwise, necessary for the execution and delivery of this Agreement, and to otherwise perform such Party’s obligations under this Agreement; (f) Neither Except for any rights of (i) of ▇▇▇▇▇▇ under the ▇▇▇▇▇▇ License and (ii) Shire under the Shire Agreement, neither Party, nor any of its Affiliates, are a party to, or are otherwise bound by, any oral or written contract that will result in any Third Party person or entity obtaining any interest in, or that would give to any Third Party any right to assert any claim in or with respect to, any of such Party’s or the other Party’s rights under this Agreement; (g) Neither Party, or, to the knowledge of such Party, any Third Party acting by or on behalf of such Party in connection with the manufacture, development or commercialization of the Compound, Product or any Licensed Product has been debarred or is subject to debarment, and neither Party shall knowingly engage or use any Third Party in connection with the of the manufacture, development or commercialization of the Compound, Product or any Licensed Product that has been debarred; each Party agrees to notify the other Party in writing promptly if it, or if it has knowledge that, any of its licensors or any entity acting on its behalf in any capacity in connection with the manufacture, development or commercialization of the Compound, Product or any Licensed Product, is debarred or becomes the subject of any threatened or pending action, suit, claim, investigation, legal or administrative proceeding relating to debarment; and (hg) Such Party shall perform its obligations hereunder in accordance with all applicable Laws.

General Representations. Each Party hereby represents and warrants to the other Party, Party as of the Effective Date, Execution Date as follows: (a) Such Party is an entity duly organized, validly existing and in good standing under the Laws of the jurisdiction has been represented by independent legal counsel of its incorporation or formationown choosing in connection with this Termination Agreement, is qualified and has had adequate opportunity to do business and is in good standing as a foreign entity in each jurisdiction in which consult with such counsel prior to the conduct execution of its business or the ownership of its properties requires such qualification and failure to have such would prevent it from performing its obligations under this Termination Agreement;. (b) This Termination Agreement is a legal and valid obligation binding upon such Party and enforceable in accordance with its terms. The execution, delivery and performance of this Termination Agreement by such Party of this Agreement have been duly authorized by all necessary corporate action and does do not and will not not: (i) require any consent or approval of its stockholders; (ii) to such Party’s knowledge, violate any provision of any Law, rule, regulationApplicable Laws, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to it of any court, governmental body or any provision of its charter or bylaws administrative or other organizational or governing documentsagency having jurisdiction over such Party; or nor (iiiii) conflict with with, or constitute a default under under, any other agreement agreement, instrument or understanding, oral or written, to which such Party is a party;party or by which it is bound. In particular, and without limiting the generality of the foregoing, each Party represents and warrants to the other Party that it is fully entitled to grant the releases, enter into the covenants, and undertake the obligations set forth herein. (c) This Agreement Such Party has been duly executed and is a legalnot sold, valid and binding obligation of such Partyassigned, enforceable against it in accordance with the terms and conditions hereofconveyed, except as enforceability may be limited by (i) any applicable bankruptcypledged, insolvency, reorganization, moratorium or similar law affecting creditor’s rights generallyencumbered, or (ii) general principles of equity, whether considered otherwise in a proceeding in equity or at Law;any way transferred to any Person any Claim released by such Party pursuant to this Termination Agreement. (d) Such Party has not filed, or is not under aware that any obligation to Third Party has filed, any person legal or entityadministrative proceeding of any kind or nature against the other Party, contractual or otherwise, that is other than the Claims filed in conflict with the terms of this Agreement, nor will such Party undertake any such obligation during the Agreement Term;Litigation. (e) Such Party has obtained all authorizationsis not relying in any manner on any statement, consents and approvalspromise, governmental representation or otherwiseomission, necessary for the execution and delivery of whether oral or written, express or implied, made by any person or entity, not specifically set forth in this Termination Agreement, and to otherwise perform such Party’s obligations under this Agreement; (f) Neither PartyOther than this Termination Agreement, nor any the Subordination Agreement, the Terminated Agreements, the Revance Equity Rights Agreements, the Series C Preferred Stock Purchase Agreement, the Series D Preferred Stock Purchase Agreement, and the Stipulation and Order Governing the Production and Exchange of its Affiliates, are a party to, or are otherwise bound by, any oral or written contract that will result in any Third Party obtaining any interest in, or that would give to any Third Party any right to assert any claim in or with respect to, any of such Party’s or Highly Confidential Information entered by the other Party’s rights under this Agreement; (g) Neither Party, or, to the knowledge of such Party, any Third Party acting by or on behalf of such Party in connection with the manufacture, development or commercialization Chancery Court of the CompoundState of Delaware on July 5, Product 2012 (collectively, the “Existing Agreements”), there are no other agreements, contracts or other legally binding commitments existing as of (or immediately prior to) the Execution Date between the Parties or their Affiliates. If any Licensed Product has been debarred such other agreements contracts or is subject to debarment, and neither Party shall knowingly engage or use any Third Party in connection with the commitments exist as of the manufactureExecution Date (i.e., development or commercialization other than the Existing Agreements), such other agreements, contracts and commitments shall be deemed terminated as of the CompoundTermination Effective Date. For clarity, Product or any Licensed Product that has been debarred; each Party agrees to notify the other Party in writing promptly if it, or if it has knowledge that, any of its licensors or any entity acting agreements listed on its behalf in any capacity in connection with the manufacture, development or commercialization of the Compound, Product or any Licensed Product, is debarred or becomes the subject of any threatened or pending action, suit, claim, investigation, legal or administrative proceeding relating to debarment; and (h) Such Party Schedule 5.1 shall perform its obligations hereunder in accordance with all Lawsnot terminate.

General Representations. Each Party hereby represents and warrants to the other Party, as of the Effective Date, as follows: (a) Such Party The Pledgor is an entity duly organized, validly existing and in good standing under the Laws laws of the jurisdiction of its incorporation or formation, is qualified organization and has full power and authority to do business own its property and is in good standing as a foreign entity in each jurisdiction in which the conduct of assets and to carry on its business or the ownership of its properties requires such qualification as now conducted and failure to have such would prevent it from performing execute, deliver and perform its obligations under this Agreement; (b) The . Pledgor has duly authorized and taken all other necessary corporate action for the execution, delivery and performance by such Party of this Agreement have been duly authorized by all necessary corporate action and does not and will not (i) violate any provision of any Law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to it or any provision of its charter or bylaws or other organizational or governing documents; or (ii) conflict with or constitute a default under any other agreement to which such Party is a party; (c) This Agreement Agreement. Pledgor has been duly executed and delivered this Agreement, and this Agreement and each Material Project Contract to which the Pledgor is a party constitutes its legal, valid and binding obligation of such Partythe Pledgor, enforceable against it in accordance with its terms against the terms and conditions hereof, Pledgor except as enforceability thereof may be limited by (i) any applicable bankruptcy, insolvency, reorganizationmoratorium and similar laws, moratorium or similar law affecting creditor’s rights generally, or (ii) general principles of equityby equitable principles, whether considered in a proceeding at law or in equity and any implied covenants of good faith and fair dealing and for filings and registrations necessary to create or at Law; (d) Such Party is not under any obligation to any person or entity, contractual or otherwise, that is perfect Liens on the Collateral granted by the Pledgor in conflict with favor of the terms of this Agreement, nor will such Party undertake any such obligation during the Agreement Term; (e) Such Party has obtained all authorizations, consents and approvals, governmental or otherwise, necessary for the Secured Parties. Pledgor’s execution and delivery of this Agreement, the performance of the transactions contemplated hereby and to otherwise perform such Party’s obligations under this Agreement; by the Material Project Contracts and the fulfillment of the terms hereof and thereof will not (fa) Neither Party, nor violate any of its AffiliatesGoverning Documents or conflict with or violate its contractual obligations, are a party to(b) violate any order, judgment or decree of governmental authority binding on it, (c) violate any applicable Laws, or are otherwise bound by, any oral or written contract that will (d) result in or require the creation or imposition of any Third Party obtaining any interest in, or that would give to any Third Party any right to assert any claim in or with respect to, Lien upon any of its properties or assets (other than any Liens created hereunder), where any such Party’s violation or conflict referred to in clauses (b) and (c) of this Section 4.8 would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Pledgor has duly obtained all necessary authorizations, consents, licenses, orders or approvals of or registrations or declarations with any Governmental Authority or any other Person required in connection with the execution and delivery of this Agreement and the performance of the transactions contemplated by this Agreement and each Material Project Contract to which it is a party, and such authorizations, consents, licenses, orders or approvals of or registrations or declarations are in full force and effect, in each case, except for (i) the filing of UCC financing statements (or the filing of financing statements under any other Party’s rights under this Agreement; local equivalent) or (gii) Neither Partysuch consents, authorizations, filings, licenses or other actions that have either (A) been made or obtained and are in full force and effect, (B) are listed on Schedule 4.8 hereto or (C) such actions, consents, approvals, registrations or filings the failure of which to be obtained or made would not reasonably be expected to have a Material Adverse Effect. There are no actions, suits, investigations or proceedings at law or in equity or by or on behalf of any Governmental Authority or in arbitration now pending against, or, to the knowledge of such Partythe Pledgor, threatened in writing against or affecting, the Pledgor or any business, property or rights of the Pledgor which (a) individually or in the aggregate would reasonably be expected to have a Material Adverse Effect or (b) purport to affect or pertain to this Agreement or the Guarantee, Liens or security interests created or purported to be created pursuant to this Agreement. Since December 31, 2023, there has been no occurrence, development, change, event, or loss which has resulted in or would reasonably be expected to have, individually or in the aggregate, any Third Party acting by or on behalf of such Party in connection with the manufacture, development or commercialization of the Compound, Product or any Licensed Product has been debarred or is subject to debarment, and neither Party shall knowingly engage or use any Third Party in connection with the of the manufacture, development or commercialization of the Compound, Product or any Licensed Product that has been debarred; each Party agrees to notify the other Party in writing promptly if it, or if it has knowledge that, any of its licensors or any entity acting on its behalf in any capacity in connection with the manufacture, development or commercialization of the Compound, Product or any Licensed Product, is debarred or becomes the subject of any threatened or pending action, suit, claim, investigation, legal or administrative proceeding relating to debarment; and (h) Such Party shall perform its obligations hereunder in accordance with all LawsMaterial Adverse Effect.

General Representations. Each Party hereby represents and warrants to the other Party, as of the Execution Date and the Effective Date, as follows: (a) Such Party is an entity a corporation duly organized, validly existing and is in good standing under the Laws laws of the jurisdiction of its incorporation or formationincorporation, is qualified to do business and is in good standing as a foreign entity corporation in each jurisdiction in which the conduct of its business or the ownership of its properties requires such qualification and failure to have such would prevent it from performing its obligations under this Agreement; (b) The execution, delivery and performance by such Party of this Agreement have been duly authorized by all necessary corporate action and does do not and will not (i) violate any provision of any Lawlaw, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to it or any provision of its charter or bylaws or other organizational or governing documentsbylaws; or (ii) conflict with or constitute a default under any other agreement to which such Party is a party; (c) This Agreement has been duly executed and is a legal, valid and binding obligation of such Party, enforceable against it in accordance with the terms and conditions hereof, except as enforceability may be limited by (i) any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditor’s rights generally, or (ii) general principles of equity, whether considered in a proceeding in equity or at Lawlaw; (d) Such Party is not under any obligation to any person or entity, contractual or otherwise, that is in conflict with the terms of this Agreement, nor will such Party undertake any such obligation during the Agreement Term; (e) Such Party has obtained all authorizations, consents and approvals, governmental or otherwise, necessary for the execution and delivery of this Agreement, and to otherwise perform such Party’s obligations under this Agreement; (f) Neither Except (i) with respect to Indevus, for any rights of ▇▇▇▇▇▇ under the ▇▇▇▇▇▇ License (ii) with respect to Indevus, for any rights of Supernus under the Supernus Agreement, (iii) with respect to Esprit, for any rights of Allergan, Inc., neither Party, nor any of its Affiliates, are a party to, or are otherwise bound by, any oral or written contract that will result in any Third Party obtaining any interest in, or that would give to any Third Party any right to assert any claim in or with respect to, any of such Party’s or the other Party’s rights under this Agreement; (g) Neither Party, or, to the knowledge of such Party, any Third Party acting by or on behalf of such Party in connection with the manufacture, development or commercialization of the Compound, Product or any Licensed Product has been debarred or is subject to debarment, and neither Party shall knowingly engage or use any Third Party in connection with the of the manufacture, development or commercialization of the Compound, Product or any Licensed Product that has been debarred; each Party agrees to notify the other Party in writing promptly if it, or if it has knowledge that, any of its licensors or any entity acting on its behalf in any capacity in connection with the manufacture, development or commercialization of the Compound, Product or any Licensed Product, is debarred or becomes the subject of any threatened or pending action, suit, claim, investigation, legal or administrative proceeding relating to debarment; and (hg) Such Party shall perform its obligations hereunder in accordance with all Laws.

General Representations. Each Party hereby represents and warrants to the other Party, Party as of the Effective Date, Date and Closing Date as follows: (a) Such Party is an entity duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or formation, is qualified to do business and is in good standing as a foreign entity in each jurisdiction in which the conduct of its business or the ownership of its properties requires such qualification and failure to have such would prevent it from performing its obligations under this AgreementAgreement and the Ancillary Agreements; (b) The execution, delivery and performance by such Party of this Agreement and the Ancillary Agreements have been duly authorized by all necessary corporate action and does not and will not (i) violate any provision of any Law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to it or any provision of its charter or bylaws or other organizational or governing documents; or (ii) conflict with or constitute a default under any other agreement to which such Party is a party; (c) This Agreement has and the Ancillary Agreements have been duly executed and is a are legal, valid and binding obligation obligations of such Party, enforceable against it in accordance with the terms and conditions hereof, except as enforceability may be limited by (i) any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditor’s rights generally, or (ii) general principles of equity, whether considered in a proceeding in equity or at Law; (d) Such Party is not under any obligation to any person or entity, contractual or otherwise, that is in conflict with the terms of this Agreement or any Ancillary Agreement, nor will such Party undertake any such obligation during the Agreement Term; (e) Such Party has obtained all material authorizations, consents and approvals, governmental or otherwise, necessary for the execution and delivery of this AgreementAgreement and the Ancillary Agreements, and to otherwise perform such Party’s obligations under this AgreementAgreement and the Ancillary Agreements; (f) Neither Such Party, nor any and each of its Affiliates, are is not a party to, or are otherwise bound by, any oral or written contract that will result in any Third Party obtaining any interest in, or that would give to any Third Party any right to assert any claim in or with respect to, any of such Party’s or the other Party’s rights under this Agreement; (g) Neither Party, or, to the knowledge of such Party, any Third Party acting by or on behalf of such Party in connection with the manufacture, development or commercialization of the Compound, Product Agreement or any Licensed Product has been debarred or is subject to debarment, and neither Party shall knowingly engage or use any Third Party in connection with the of the manufacture, development or commercialization of the Compound, Product or any Licensed Product that has been debarred; each Party agrees to notify the other Party in writing promptly if it, or if it has knowledge that, any of its licensors or any entity acting on its behalf in any capacity in connection with the manufacture, development or commercialization of the Compound, Product or any Licensed Product, is debarred or becomes the subject of any threatened or pending action, suit, claim, investigation, legal or administrative proceeding relating to debarmentAncillary Agreement; and (hg) Such Party shall perform its obligations hereunder in accordance with all LawsLaws in all material respects.

General Representations. Each Party hereby represents and warrants to the other Party, as of the Effective Date, Party as follows: (a) Such Party is an entity a company duly organized, validly existing and is in good standing under the Laws laws of the jurisdiction of its incorporation or formationincorporation, is qualified to do business and is in good standing as a foreign entity corporation in each jurisdiction in which the conduct of its business or the ownership of its properties requires such qualification and failure to have such qualification would prevent it from performing its obligations under this Agreement;. (b) The execution, delivery and performance by such Party of this Agreement have has been duly authorized by all necessary corporate action and does not and will not (i) violate any provision of any Law, rule, regulation, order, writ, judgment, injunction, decree, determination or award Laws presently in effect having applicability to it a Party or any provision of its charter or bylaws or other organizational or governing documentsbylaws; or (ii) conflict with or constitute a default under any other agreement to which such Party is a party;. (c) This Agreement has been duly executed and is a legal, valid and binding obligation of such Party, enforceable against it in accordance with the terms and conditions hereof, except as enforceability may be limited by (i) any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditor’s rights generally, or (ii) general principles of equity, whether considered in a proceeding in equity or at Law;law. (d) Such Party is not under any obligation to any person or entity, contractual or otherwise, that is in conflict with the terms of this Agreement, nor will such Party undertake any such obligation during the Agreement Term; (e) Such Party has obtained all authorizations, consents and approvals, governmental or otherwise, necessary for the execution and delivery of this Agreement, and to otherwise perform such Party’s obligations under this Agreement;. (fe) Neither Party, nor any of its Affiliates, are a party to, or are otherwise bound by, any oral or written contract that will result in any Third Party obtaining any interest in, or that would give to any Third Party any right to assert any claim in or with respect to, any of such Party’s or the other Party’s rights under this Agreement; (g) Neither Party, or, to the knowledge of such Party, any Third Party acting by or on behalf of such Party in connection with the manufacture, development or commercialization of the Compound, Product or any Licensed Product has been debarred or is subject to debarment, and neither Party shall knowingly engage or use any Third Party in connection with the of the manufacture, development or commercialization of the Compound, Product or any Licensed Product that has been debarred; each Party agrees to notify the other Party in writing promptly if it, or if it has knowledge that, any of its licensors or any entity acting on its behalf in any capacity in connection with the manufacture, development or commercialization of the Compound, Product or any Licensed Product, is debarred or becomes the subject of any threatened or pending action, suit, claim, investigation, legal or administrative proceeding relating to debarment; and (h) Such Party shall perform its obligations hereunder in accordance with all Laws.

General Representations. Each Party hereby represents and warrants to the other Party, as of the Effective Date, as follows: (a) Such Party is an entity duly organized, validly existing and in good standing under the Laws laws of the jurisdiction of its incorporation or formation, is qualified to do business and is in good standing as a foreign entity in each jurisdiction in which the conduct of its business or the ownership of its properties requires such qualification and failure to have such would prevent it from performing its obligations under this Agreement; (b) The execution, delivery and performance by such Party of this Agreement have been duly authorized by all necessary corporate action and does not and will not (i) violate any provision of any Lawlaw, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to it or any provision of its charter or bylaws or other organizational or governing documents; or (ii) conflict with or constitute a default under any other agreement to which such Party is a party; (c) This Agreement has been duly executed and is a legal, valid and binding obligation of such Party, enforceable against it in accordance with the terms and conditions hereof, except as enforceability may be limited by (i) any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditor’s rights generally, or (ii) general principles of equity, whether considered in a proceeding in equity or at Lawlaw; (d) Such Party is not under any obligation to any person or entity, contractual or otherwise, that is in conflict with the terms of this Agreement, nor will such Party undertake any such obligation during the Agreement Term; (e) Such Party has obtained all authorizations, consents and approvals, governmental or otherwise, necessary for the execution and delivery of this Agreement, and to otherwise perform such Party’s obligations under this Agreement; (f) Neither Party, nor any of its Affiliates, are a party to, or are otherwise bound by, any oral or written contract that will result in any Third Party obtaining any interest in, or that would give to any Third Party any right to assert any claim in or with respect to, any of such Party’s or the other Party’s rights under this Agreement; (g) Neither Party, or, to the knowledge of such Party, any Third Party acting by or on behalf of such Party in connection with the manufacture, development or commercialization of the Compound, Product or any Licensed Product has been debarred or is subject to debarment, and neither Party shall knowingly engage or use any Third Party in connection with the of the manufacture, development or commercialization of the Compound, Product or any Licensed Product that has been debarred; each Party agrees to notify the other Party in writing promptly if it, or if it has knowledge that, any of its licensors or any entity acting on its behalf in any capacity in connection with the manufacture, development or commercialization of the Compound, Product or any Licensed Product, is debarred or becomes the subject of any threatened or pending action, suit, claim, investigation, legal or administrative proceeding relating to debarment; and (hg) Such Party shall perform its obligations hereunder in accordance with all Laws.

General Representations. Each Party hereby represents and warrants to the other Party, as of the Execution Date and the Effective Date, as follows: (a) Such Party is an entity a corporation duly organized, validly existing and is in good standing under the Laws laws of the jurisdiction of its incorporation or formationincorporation, is qualified to do business and is in good standing as a foreign entity corporation in each jurisdiction in which the conduct of its business or the ownership of its properties requires such qualification and failure to have such would prevent it from performing its obligations under this Agreement; (b) The execution, delivery and performance by such Party of this Agreement have been duly authorized by all necessary corporate action and does do not and will not (i) violate any provision of any Lawlaw, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to it or any provision of its charter or bylaws or other organizational or governing documentsbylaws; or (ii) conflict with or constitute a default under any other agreement to which such Party is a party; (c) This Agreement has been duly executed and is a legal, valid and binding obligation of such Party, enforceable against it in accordance with the terms and conditions hereof, except as enforceability may be limited by (i) any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditor’s rights generally, or (ii) general principles of equity, whether considered in a proceeding in equity or at Lawlaw; (d) Such Party is not under any obligation to any person or entity, contractual or otherwise, that is in conflict with the terms of this Agreement, nor will such Party undertake any such obligation during the Agreement Term; (e) Such Party has obtained all authorizations, consents and approvals, governmental or otherwise, necessary for the execution and delivery of this Agreement, and to otherwise perform such Party’s obligations under this Agreement; (f) Neither Except (i) with respect to Indevus, for any rights of M▇▇▇▇▇ under the M▇▇▇▇▇ License (ii) with respect to Indevus, for any rights of Supernus under the Supernus Agreement, (iii) with respect to Esprit, for any rights of Allergan, Inc., neither Party, nor any of its Affiliates, are a party to, or are otherwise bound by, any oral or written contract that will result in any Third Party obtaining any interest in, or that would give to any Third Party any right to assert any claim in or with respect to, any of such Party’s or the other Party’s rights under this Agreement;; and Confidential treatment has been requested for portions of this document. This copy of the document filed as an Exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [...***...]. A complete version of this document has been provided separately to the Securities and Exchange Commission. (g) Neither Party, or, to the knowledge of such Party, any Third Party acting by or on behalf of such Party in connection with the manufacture, development or commercialization of the Compound, Product or any Licensed Product has been debarred or is subject to debarment, and neither Party shall knowingly engage or use any Third Party in connection with the of the manufacture, development or commercialization of the Compound, Product or any Licensed Product that has been debarred; each Party agrees to notify the other Party in writing promptly if it, or if it has knowledge that, any of its licensors or any entity acting on its behalf in any capacity in connection with the manufacture, development or commercialization of the Compound, Product or any Licensed Product, is debarred or becomes the subject of any threatened or pending action, suit, claim, investigation, legal or administrative proceeding relating to debarment; and (h) Such Party shall perform its obligations hereunder in accordance with all Laws.

General Representations. Each Party hereby represents and warrants to the other Party, as of the Effective Date, Party as follows: (a) Such Party is an entity a corporation (or, in the case of Aqua, a limited liability company) duly organized, validly existing and is in good standing under the Laws laws of the jurisdiction of its incorporation or formation, is qualified to do business and is in good standing as a foreign entity corporation in each jurisdiction in which the conduct of its business or the ownership of its properties requires such qualification and failure to have such would prevent it from performing its obligations under this Agreement; (b) The execution, delivery and performance of this Agreement by such Party of this Agreement have has been duly authorized by all necessary corporate action and does do not and will not (i) violate any provision of any Lawlaw, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to it or any provision of its charter or bylaws or other organizational or governing documentsbylaws; or (ii) conflict with or constitute a default under any other agreement to which such Party is a party; (c) This Agreement has been duly executed and is a legal, valid and binding obligation of such Party, enforceable against it in accordance with the terms and conditions hereof, except as enforceability may be limited by (i) any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditor’s rights generally, or (ii) general principles of equity, whether considered in a proceeding in equity or at Lawlaw; (d) Such Party is not under any obligation to any person or entity, contractual or otherwise, that is in conflict with the terms of this Agreement, nor will shall such Party undertake any such obligation during the Agreement Term; (e) Such Except with regard to the matters set forth in Article 1A, such Party has obtained all authorizations, licenses, permits, consents and approvals, governmental or otherwise, necessary for the execution and delivery of this Agreement, and to otherwise perform such Party’s obligations under this Agreement; (f) Neither Except for any assignment of this Agreement permitted by Section 10.2 (or agreement executed to effect such an assignment), neither Party, nor any of its Affiliates, are a party to, or are otherwise bound by, any oral or written contract agreement that will result in any Third Party person or entity obtaining any interest in, or that would give to any Third Party any right to assert any claim in or with respect to, any of such Party’s or the other Party’s rights under this Agreement; (g) Neither Party, or, to the knowledge of such Party, any Third Party acting by or on behalf of such Party in connection with the manufacture, development or commercialization of the Compound, Product or any Licensed Product has been debarred or is subject to debarment, and neither Party shall knowingly engage or use any Third Party in connection with the of the manufacture, development or commercialization of the Compound, Product or any Licensed Product that has been debarred; each Party agrees to notify the other Party in writing promptly if it, or if it has knowledge that, any of its licensors or any entity acting on its behalf in any capacity in connection with the manufacture, development or commercialization of the Compound, Product or any Licensed Product, is debarred or becomes the subject of any threatened or pending action, suit, claim, investigation, legal or administrative proceeding relating to debarment; and (hg) Such Party shall perform its obligations hereunder in accordance with all applicable Laws.

General Representations. Each Party hereby represents and warrants to the other Party, as of the Effective Date, Party as follows: (a) Such Party is an entity a corporation duly organized, validly existing and is in good standing under the Laws laws of the jurisdiction of its incorporation or formationincorporation, is qualified to do business and is in good standing as a foreign entity corporation in each jurisdiction in which the conduct of its business or the ownership of its properties requires such qualification and failure to have such would prevent it from performing its obligations under this Agreement; (b) The execution, delivery and performance by such Party of this Agreement have been duly authorized by all necessary corporate action and does do not and will not (i) violate any provision of any Lawlaw, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to it or any provision of its charter or bylaws or other organizational or governing documentsbylaws; or (ii) conflict with or constitute a default under any other agreement to which such Party is a party; (c) This Agreement has been duly executed and is a legal, valid and binding obligation of such Party, enforceable against it in accordance with the terms and conditions hereof, except as enforceability may be limited by (i) any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditor’s rights generally, or (ii) general principles of equity, whether considered in a proceeding in equity or at Lawlaw; (d) Such Party is not under any obligation to any person or entity, contractual or otherwise, that is in conflict with the terms of this Agreement, nor will shall such Party undertake any such obligation during the Agreement Term; (e) Such Except as set forth in Section 11.6, such Party has obtained all authorizations, consents and approvals, governmental or otherwise, necessary for the execution and delivery of this Agreement, and to otherwise perform such Party’s obligations under this Agreement; (f) Neither Except for SA’s rights under the SA Agreement, neither Party, nor any of its Affiliates, are is a party to, or are is otherwise bound by, any oral or written contract that will result in any Third Party person or entity obtaining any interest in, or that would give to any Third Party any right to assert any claim in or with respect to, any of such Party’s or the other Party’s rights under this Agreement; (g) Neither Party, or, to the knowledge of such Party, any Third Party acting by or on behalf of such Party in connection with the manufacture, development or commercialization of the Compound, Product or any Licensed Product has been debarred or is subject to debarment, and neither Party shall knowingly engage or use any Third Party in connection with the of the manufacture, development or commercialization of the Compound, Product or any Licensed Product that has been debarred; each Party agrees to notify the other Party in writing promptly if it, or if it has knowledge that, any of its licensors or any entity acting on its behalf in any capacity in connection with the manufacture, development or commercialization of the Compound, Product or any Licensed Product, is debarred or becomes the subject of any threatened or pending action, suit, claim, investigation, legal or administrative proceeding relating to debarment; and (hg) Such Party shall perform its obligations hereunder in accordance with all applicable Laws.

General Representations. Each Party hereby represents and warrants to the other Party, as of the Effective Date, Party as follows: (a) Such Party is an entity a company duly organized, validly existing and is in good standing under the Laws laws of the jurisdiction of its incorporation or formationincorporation, is qualified to do business and is in good standing as a foreign entity corporation in each jurisdiction in which the conduct of its business or the ownership of its properties requires such qualification and failure to have such qualification would prevent it from performing its obligations under this License Agreement;. (b) The execution, delivery and performance by such Party of this Agreement have has been duly authorized by all necessary corporate action and does not and will not (i) violate any provision of any Law, rule, regulation, order, writ, judgment, injunction, decree, determination or award Laws presently in effect having applicability to it a Party or any provision of its charter or bylaws or other organizational or governing documentsbylaws; or (ii) conflict with or constitute a default under any other agreement to which such Party is a party;. (c) This License Agreement has been duly executed and is a legal, valid and binding obligation of such Party, enforceable against it in accordance with the terms and conditions hereof, except as enforceability may be limited by (i) any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditor’s rights generally, or (ii) general principles of equity, whether considered in a proceeding in equity or at Law;. (d) Such Party is not under any obligation to any person or entity, contractual or otherwise, that is in conflict with the terms of this Agreement, nor will such Party undertake any such obligation during the Agreement Term; (e) Such Party has obtained all authorizations, consents and approvals, governmental or otherwise, necessary for the execution and delivery of this License Agreement, and to otherwise perform such Party’s obligations under this License Agreement;. (fe) Neither Party, nor any of its Affiliates, are a party to, or are otherwise bound by, any oral or written contract that will result in any Third Party obtaining any interest in, or that would give to any Third Party any right to assert any claim in or with respect to, any of such Party’s or the other Party’s rights under this License Agreement; (g) Neither Party, or, to the knowledge of such Party, any Third Party acting by or on behalf of such Party in connection with the manufacture, development or commercialization of the Compound, Product or any Licensed Product has been debarred or is subject to debarment, and neither Party shall knowingly engage or use any Third Party in connection with the of the manufacture, development or commercialization of the Compound, Product or any Licensed Product that has been debarred; each Party agrees to notify the other Party in writing promptly if it, or if it has knowledge that, any of its licensors or any entity acting on its behalf in any capacity in connection with the manufacture, development or commercialization of the Compound, Product or any Licensed Product, is debarred or becomes the subject of any threatened or pending action, suit, claim, investigation, legal or administrative proceeding relating to debarment; and (h) Such Party shall perform its obligations hereunder in accordance with all Laws.

General Representations. Each Party hereby represents and warrants to the other Party, as of the Effective Date, Party as follows: (a) Such Party is an entity a company duly organized, validly existing and is in good standing under the Laws laws of the jurisdiction of its incorporation or formationincorporation, is qualified to do business and is in good standing as a foreign entity corporation in each jurisdiction in which the conduct of its business or the ownership of its properties requires such qualification and failure to have such qualification would prevent it from performing its obligations under this Sublicense Agreement;. (b) The execution, delivery and performance by such Party of this Agreement have has been duly authorized by all necessary corporate action and does not and will not (i) violate any provision of any Law, rule, regulation, order, writ, judgment, injunction, decree, determination or award Laws presently in effect having applicability to it a Party or any provision of its charter or bylaws or other organizational or governing documentsbylaws; or (ii) conflict with or constitute a default under any other agreement to which such Party is a party;. (c) This Sublicense Agreement has been duly executed and is a legal, valid and binding obligation of such Party, enforceable against it in accordance with the terms and conditions hereof, except as enforceability may be limited by (i) any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditor’s rights generally, or (ii) general principles of equity, whether considered in a proceeding in equity or at Law;. (d) Such Party is not under any obligation to any person or entity, contractual or otherwise, that is in conflict with the terms of this Agreement, nor will such Party undertake any such obligation during the Agreement Term; (e) Such Party has obtained all authorizations, consents and approvals, governmental or otherwise, necessary for the execution and delivery of this Sublicense Agreement, and to otherwise perform such Party’s obligations under this Sublicense Agreement;. (fe) Neither Other than the License Agreement, neither Party, nor any of its Affiliates, are a party to, or are otherwise bound by, any oral or written contract that will result in any Third Party obtaining any interest in, or that would give to any Third Party any right to assert any claim in or with respect to, any of such Party’s or the other Party’s rights under this Sublicense Agreement; (g) Neither Party, or, to the knowledge of such Party, any Third Party acting by or on behalf of such Party in connection with the manufacture, development or commercialization of the Compound, Product or any Licensed Product has been debarred or is subject to debarment, and neither Party shall knowingly engage or use any Third Party in connection with the of the manufacture, development or commercialization of the Compound, Product or any Licensed Product that has been debarred; each Party agrees to notify the other Party in writing promptly if it, or if it has knowledge that, any of its licensors or any entity acting on its behalf in any capacity in connection with the manufacture, development or commercialization of the Compound, Product or any Licensed Product, is debarred or becomes the subject of any threatened or pending action, suit, claim, investigation, legal or administrative proceeding relating to debarment; and (h) Such Party shall perform its obligations hereunder in accordance with all Laws.