Common use of Organization, Qualifications and Corporate Power Clause in Contracts

Organization, Qualifications and Corporate Power. The Company is a corporation duly organized (originally under the name of Boston Biological Technologies, Inc.), validly existing and in good standing under the laws of the Commonwealth of Massachusetts, Bartxxx, Xxc. (the Company's wholly-owned subsidiary) ("Bartxxx") xs a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and each of the Company and Bartxxx xx duly licensed or qualified to transact business as a foreign corporation and is in good standing in each jurisdiction in which the nature of the business transacted by it or the character of the properties owned or leased by it requires such licensing or qualification, except where the failure so to qualify will not have a material adverse effect on the business, operations, property or financial condition of the Company or Bartxxx, xxspectively. Each of the Company and Bartxxx xxx the power and authority to own and hold its properties and to carry on its business as now conducted and as proposed to be conducted, and the Company has the power and authority to execute, deliver and perform this Agreement and the "Other Loan Documents" (as defined in Section 4.8) (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty), to issue, sell and deliver the Note and the Warrant, and to issue and deliver the Warrant Shares upon the exercise of the Warrant. The Company has no subsidiaries, other than Bartxxx xxx the Company's ownership of forty-five percent of the membership interests of German-American Institute for AIDS Research GbmH, a limited liability company formed under the laws of Germany.

Organization, Qualifications and Corporate Power. The Company is a corporation duly organized (originally under the name of Boston Biological Technologies, Inc.), validly existing and in good standing under the laws of the Commonwealth of Massachusetts, ; Bartxxx, Xxc. (the Company's wholly-wholly owned subsidiary) ("Bartxxxsubsidiary)("Bartxxx") xs a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, ; and each of the Company and Bartxxx xx duly licensed or qualified to transact business as a foreign corporation and is in good standing in each jurisdiction in which the nature of the business transacted by it or the character of the properties owned or leased by it requires such licensing or qualification, except where the failure so to qualify will not have a material adverse effect on the business, operations, property or financial condition of the Company or Bartxxx, xxspectively. Each of the Company and Bartxxx xxx the power and authority to own and hold its properties and to carry on its business as now conducted and as proposed to be conducted, and the Company has the power and authority to execute, deliver and perform this Agreement Agreement, and the "Other Loan Documents" (as defined in Section 4.8) (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty), to issue, sell and deliver the Note and the Warrant, and to issue and deliver the Warrant Shares upon the exercise of the WarrantSeries A-2 Preferred. The Company has no direct or indirect subsidiaries, other than Bartxxx xxx the Company's ownership of forty-five percent of the membership interests of the German-American Institute for AIDS Research GbmHGmbH, a limited liability company formed under the laws of Germany.

Organization, Qualifications and Corporate Power. The Company is a corporation duly organized (originally under the name of Boston Biological Technologies, Inc.), validly existing and in good standing under the laws of the Commonwealth of Massachusetts, Bartxxx, Xxc. (the Company's wholly-owned subsidiary) ("Bartxxx") xs a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and each of the Company and Bartxxx xx duly licensed or qualified to transact business as a foreign corporation and is in good standing in each jurisdiction in which the nature of the business transacted by it or the character of the properties owned or leased by it requires such licensing or qualification, except where the failure so to qualify will not have a material adverse effect on the business, operations, property or financial condition of the Company or Bartxxx, xxspectively. Each of the Company and Bartxxx xxx the power and authority to own and hold its properties and to carry on its business as now conducted and as proposed to be conducted, and the Company has the power and authority to execute, deliver and perform this Agreement and the "Other Loan Documents" (as defined in Section 4.8) (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty), to issue, sell and deliver the Note and the Warrant, and to issue and deliver the Warrant Shares upon the exercise of the Warrant. The Company has no subsidiaries, other than Bartxxx xxx the Company's ownership of forty-five percent of the membership interests of German-American Institute for AIDS Research GbmHGmbH, a limited liability company formed under the laws of Germany.