Common use of Corporate Power; Authorization Clause in Contracts

Corporate Power; Authorization. The Company has all requisite corporate power and has taken all requisite corporate action to execute and deliver this Warrant, to sell and issue the Warrant and Warrant Stock and to carry out and perform all of its obligations hereunder. This Warrant has been duly authorized, executed and delivered on behalf of the Company by the person executing this Warrant and constitutes the valid and binding agreement of the Company, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization or similar laws relating to or affecting the enforcement of creditors' rights generally and (ii) as limited by equitable principles generally.

Corporate Power; Authorization. The Company has all requisite corporate power and has taken all requisite corporate action to execute and deliver each of this Agreement and the Warrant, to sell and issue the Warrant and Warrant Stock Securities and to carry out and perform all of its obligations hereunderhereunder and thereunder. This Each of this Agreement and the Warrant has been duly authorized, executed and delivered on behalf of the Company by the person executing this Warrant and constitutes the valid and binding agreement of the Company, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization or similar laws relating to or affecting the enforcement of creditors' ’ rights generally and (ii) as limited by equitable principles generally. The person executing this Agreement and the Warrant is a duly authorized officer of the Company with all necessary legal authority to bind the Company generally and with the specific legal authority to cause the Company to enter into this Agreement and to execute and deliver the Warrant.

Corporate Power; Authorization. The Company has all requisite corporate power and has taken all requisite corporate action to execute and deliver this Warrant, to sell and issue the Warrant and Warrant Stock and to carry out and perform all of its obligations hereunder. This Warrant has been duly authorized, executed and delivered on behalf of the Company by the person executing this Warrant and constitutes the valid and binding agreement of the Company, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization or similar laws relating to or affecting the enforcement of creditors' ’ rights generally and (ii) as limited by equitable principles generally.

Corporate Power; Authorization. The Company has all requisite legal and corporate power and has taken all requisite corporate action to execute and deliver this Warrantthe Purchase Agreement, to sell and issue the Warrant and Warrant Stock Securities and to carry out and perform all of its obligations hereunder. This Warrant The Purchase Agreement has been duly authorized, and at the Closing will be executed and delivered on behalf of the Company by the person executing this Warrant and constitutes will constitute the valid and binding agreement of the Company, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization or similar laws relating to or affecting the enforcement of creditors' ’ rights generally and generally, (ii) as limited by equitable principles generallygenerally and (iii) rights to indemnification hereunder may be limited by applicable law.

Corporate Power; Authorization. The Company has all requisite legal and corporate power and has taken all requisite corporate action to execute and deliver this Warrantthe Purchase Agreement, to sell and issue the Warrant and Warrant Stock Securities and to carry out and perform all of its obligations hereunder. This Warrant The Purchase Agreement has been duly authorized, executed and delivered on behalf of the Company by the person executing this Warrant and constitutes the valid and binding agreement of the Company, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization or similar laws relating to or affecting the enforcement of creditors' rights generally and generally, (ii) as limited by equitable principles generallygenerally and (iii) rights to indemnification hereunder may be limited by applicable law.

Corporate Power; Authorization. The Company has all requisite corporate power and authority, and has taken all requisite corporate action action, to execute and deliver this WarrantAgreement and the Warrants (collectively, to the “Transaction Documents”), sell and issue the Warrant Securities and Warrant Stock and to carry out and perform all of its obligations hereunderunder the Transaction Documents. This Warrant has been duly authorized, executed and delivered on behalf of the Company by the person executing this Warrant and Each Transaction Document constitutes the legal, valid and binding agreement obligation of the Company, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium or similar laws relating to or affecting the enforcement of creditors' ’ rights generally generally, and (ii) as limited by equitable principles generally, including any specific performance.

Corporate Power; Authorization. The Company has all requisite corporate power and has taken all requisite corporate action to execute and deliver this Warrant, to sell and issue the Warrant and Warrant Stock and to carry can-y out and perform all of its obligations hereunder. This Warrant Wan-ant has been duly authorized, executed and delivered on behalf of the Company by the person executing this Warrant Wan-ant and constitutes the valid and binding agreement of the Company, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization or similar laws relating to or affecting the enforcement of creditors' ’ rights generally and (ii) as limited by equitable principles generally.

Corporate Power; Authorization. (a) The Company has all requisite corporate power power, and has taken all requisite corporate action action, to execute and deliver this WarrantAgreement, the other Transaction Documents, to sell and issue the Warrant Securities and Warrant Stock and to carry out and perform all of its obligations hereunderunder this Agreement and the other Transaction Documents. This Warrant has been duly authorizedEach of Transaction Documents constitutes a legal, executed and delivered on behalf of the Company by the person executing this Warrant and constitutes the valid and binding agreement obligation of the Company, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium or similar laws relating to or affecting the enforcement of creditors' ’ rights generally and generally, (ii) as limited by equitable principles generally, including any specific performance, and (iii) in the case of this Agreement and the Collaboration Agreement, to the extent that the enforceability of those provisions relating to indemnity or contribution may be limited by applicable laws.

Corporate Power; Authorization. The Company has all requisite corporate power and has taken all requisite corporate action to execute and deliver each of this Agreement and the Warrant, to sell and issue the Warrant and Warrant Stock Securities and to carry out and perform all of its obligations hereunderhereunder and thereunder. This Each of this Agreement and the Warrant has been duly authorized, executed and delivered on behalf of the Company by the person executing this Warrant and constitutes the valid and binding agreement of the Company, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization or similar laws relating to or affecting the enforcement of creditors' ’ rights generally and (ii) as limited by equitable principles generally.

Corporate Power; Authorization. The Company has all requisite corporate power and has taken all requisite corporate action to execute and deliver each of this WarrantAgreement and the License Agreement, to sell and issue the Warrant and Warrant Stock Securities and to carry out and perform all of its obligations hereunderhereunder and thereunder. This Warrant Each of this Agreement and the License Agreement has been duly authorized, executed and delivered on behalf of the Company by the person executing this Warrant and constitutes the valid and binding agreement of the Company, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization or similar laws relating to or affecting the enforcement of creditors' rights generally and (ii) as limited by equitable principles generally. The consummation of the transactions contemplated herein and the fulfillment of the terms herein will not result in a breach of any of the terms or provisions of the Company's Certificate of Incorporation or by-laws.

Corporate Power; Authorization. The Company has all requisite corporate power power, and has taken all requisite corporate action action, to execute and deliver this WarrantAgreement, to and the Registration Rights Agreement (as defined below and collectively, the “Transaction Documents”), sell and issue the Warrant Shares and Warrant Stock and to carry out and perform all of its obligations hereunderunder the Transaction Documents. This Warrant has been duly authorized, executed and delivered on behalf of the Company by the person executing this Warrant and Each Transaction Document constitutes the legal, valid and binding agreement obligation of the Company, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium or similar laws relating to or affecting the enforcement of creditors' ’ rights generally and generally, (ii) as limited by equitable principles generally, including any specific performance and (iii) with respect to the Registration Rights Agreement, as rights to indemnity or contribution may be limited by state or federal laws or public policy underlying such laws.

Corporate Power; Authorization. The Company has all requisite corporate power power, and has taken all requisite corporate action action, to execute and deliver this WarrantAgreement and the Registration Rights Agreement (together, to the “Transaction Documents”), sell and issue the Warrant Shares and Warrant Stock and to carry out and perform all of its obligations hereunderunder the Transaction Documents. This Warrant has been duly authorized, executed and delivered on behalf of the Company by the person executing this Warrant and Each Transaction Document constitutes the legal, valid and binding agreement obligation of the Company, enforceable against the Company in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium or similar laws relating to or affecting the enforcement of creditors' ’ rights generally and generally, (ii) as limited by equitable principles generally, including any specific performance and (iii) with respect to the Registration Rights Agreement, as rights to indemnity or contribution may be limited by state or federal laws or public policy underlying such laws.

Corporate Power; Authorization. The Company has all requisite corporate power and has taken all requisite corporate action to execute and deliver each of this Agreement and the Warrant, to sell and issue the Warrant and Warrant Stock Securities and to carry out and perform all of its obligations hereunderhereunder and thereunder. This Each of this Agreement and the Warrant has been duly authorized, executed and delivered on behalf of the Company by the person executing this Warrant and constitutes the valid and binding agreement of the Company, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization or similar laws relating to or affecting the enforcement of creditors' rights generally and (ii) as limited by equitable principles generally. The person executing this Agreement and the Warrant is a duly authorized officer of the Company with all necessary legal authority to bind the Company generally and with the specific legal authority to cause the Company to enter into this Agreement and to execute and deliver the Warrant.