Common use of Licensee Representation Clause in Contracts

Licensee Representation. By execution of the Agreement, Licensee represents, acknowledges, covenants and agrees (a) that Licensee has not been induced in any way by Licensor or its employees to enter into the Agreement, and (b) that Licensee has been given an opportunity to conduct sufficient due diligence with respect to all items and issues pertaining to this Section 11 (Representations and Disclaimers) and all other matters pertaining to the Agreement; and (c) that Licensee has adequate knowledge and expertise, or has utilized knowledgeable and expert consultants, to adequately conduct the due diligence, and (c) that Licensee accepts all risks inherent herein. Licensee represents that it is a duly organized, validly existing entity of the form indicated in Section 1 of the Patent & Technology License Agreement, and is in good standing under the laws of its jurisdiction of organization as indicated in Section 1 of the Patent & Technology License Agreement, and has all necessary corporate or other appropriate power and authority to execute, deliver and perform its obligations hereunder. {00182033-1}Licensee: Microlin Bio, Inc. Licensor: Ohio State Innovation Foundation CONFIDENTIAL EXHIBIT A Exclusive License (Life Sciences) Page 24 of 29

Licensee Representation. By execution of the Agreement, Licensee represents, acknowledges, covenants and agrees (a) that Licensee has not been induced in any way by Licensor or its employees to enter into the Agreement, and ; (b) that Licensee has been given an opportunity to conduct sufficient due diligence with respect to all items and issues pertaining to this Section 11 (Representations and Disclaimers) and all other matters pertaining to the Agreement; and (c) that Licensee has adequate knowledge and expertise, or has utilized knowledgeable and expert consultants, to adequately conduct the due diligence, ; and (cd) that Licensee accepts all risks inherent herein. .Licensee represents that it is a duly organized, validly existing entity of the form indicated in Section 1 of the Patent & Technology License AgreementPTLA, and is in good standing under the laws of its jurisdiction of organization as indicated in Section 1 of the Patent & Technology License AgreementPTLA, and has all necessary corporate or other appropriate power and authority to execute, deliver and perform its obligations hereunder. {0018203300245154-1}Licensee1} Licensee: Microlin Bio, Inc. Licensor: Ohio State Innovation Foundation Cellectis CONFIDENTIAL EXHIBIT A Exclusive License (Life Sciences) Page 24 of 29Licensor: Ohio State Innoation Foundation A2014-1834 // CLS-14086 NYI-524635066v1