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; 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 I represent, acknowledge and warrants to the other Party, as of the Effective Date, as followsagree that: (a) Such Party is an entity duly organized, validly existing and in good standing The Securities have not been registered under the Laws Securities Act of 1933, as amended (the “Act”), and are being offered pursuant to the exemption provided by Section 4(2) of the jurisdiction Act (for a transaction by an issuer not involving any public offering), and Rule 506 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 AMENDEDRegulation D thereunder. (b) The executionSecurities have not been registered or qualified under the securities law of my state of residence and are being offered under an exemption from registration or qualification under the securities laws of my state; and that the offer, delivery sale and performance by such Party issuance of this Agreement the Securities have not 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 registered 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 qualified under any other agreement state securities laws and if offered in other states, may only be issued and sold pursuant to which applicable exemptions in such Party is a partystates; (c) This Agreement has been duly executed The Securities are being purchased by me for my own account, for investment only and is not with a legalview toward resale or distribution thereof to any other person, valid and binding obligation of such PartyI am not participating, enforceable against it directly or indirectly, in accordance with the terms and conditions hereof, except as enforceability may be limited by (i) any applicable bankruptcy, insolvency, reorganization, moratorium underwriting or similar law affecting creditor’s rights generally, or (ii) general principles of equity, whether considered in a proceeding in equity or at Lawdistribution; (d) Such Party is not under any obligation None of the Securities purchased by me shall be sold or otherwise transferred contrary to any person or entity, contractual or otherwise, that is in conflict with the terms provisions of this AgreementSubscription Agreement or any federal or state securities law, nor will such Party undertake and I understand that unless the Securities are subsequently registered under the Act, they may not in any such obligation during event be sold or transferred except by a valid exemption from registration under the Agreement TermAct; (e) Such Party has obtained Any and all authorizationscertificates representing the Securities purchased and any and all securities issued in replacement thereof or in exchange thereof shall bear the following legend or one substantially similar thereto, consents which I have read and approvalsunderstand: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER FEDERAL OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD, governmental or otherwise, necessary for the execution and delivery of this Agreement, and to otherwise perform such Party’s obligations under this Agreement;OR TRANSFERRED FOR VALUE WITHOUT EITHER REGISTRATION UNDER THOSE LAWS OR THE FURNISHING OF AN OPINION OF COUNSEL SATISFACTORY TO COUNSEL FOR THE COMPANY THAT TO DO SO WOULD NOT VIOLATE THE REGISTRATION PROVISIONS OF SUCH LAWS.” (f) Neither PartyThe Company shall have the right to issue stop transfer instructions on its official stock records, nor any and I acknowledge that the Company has informed me 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 intention to any Third Party any right to assert any claim in or with respect to, any of issue such Party’s or the other Party’s rights under this Agreement;instructions: (g) Neither PartyThere is currently no trading market in the Securities of the Company, orand the Company presently has no plans to register the Securities, so that there may never be a public trading market for the Securities, with consequent possible indefinite illiquidity of the Securities; (h) At no time has it been explicitly or implicitly represented, guaranteed or warranted to me by the Company, its management, the agents or employees of the Company, the selling agent or any other person: (i) that I will be able to transfer the Securities on any particular date; (ii) that if and when I may wish to transfer the Securities, such securities will be validly transferable under federal and applicable state securities laws; (iii) that I will realize any percentage or amount of profit, gain or other consideration as a result of any investment I have made or will make in the Company; or (iv) that I or other shareholders will receive any dividends or other distributions from the Company at any time; (i) Investment in the Securities is a long-term speculative investment which involves a substantial risk of loss to me of my entire investment; that I take full cognizance of and responsibility for the risks related to the knowledge purchase of the Securities; I have no need for liquidity with respect to my investment either now or within the foreseeable future; and I can bear a complete loss of my investment without undue hardship to me or my family; (j) I and my purchaser representative, if any, have been afforded an opportunity to examine such Partydocuments and obtain such information, including the Company’s financial statements, concerning the Company as I may have requested, and I have had the opportunity to request such other information and ask questions of the officers and directors of the Company (and all information so requested has been provided) for the purpose of verifying the information furnished to me and for answering any Third Party acting by or on behalf question I may have had concerning the business, prospects and affairs of such Party the Company; (k) I understand and acknowledge that any projections, financial forecasts which may likely prove to be incorrect in connection view of the early stage of the Company’s development; and no assurance has been given to me that actual results will correspond in any meaningful way with the manufactureresults contemplated by the various projections, development financial forecasts 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 debarmentpredictions; and (hl) Such Party shall perform its obligations hereunder I have been advised to consult with my own investment adviser, attorney, and accountant regarding the Company’s prospects and legal and tax matters, concerning an investment in accordance with all Lawsthe Company, and have done so, to the extent I consider that to be necessary.

General Representations. Each Party hereby represents and warrants to the other Party, Party as follows as of the Termination Effective Date, as follows: (a) Such Party is an entity a company duly organized, validly existing and in good standing under the Laws laws of the jurisdiction of its incorporation or formationorganization, 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 not prevent it such Party 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 have been duly authorized by all necessary corporate action and do not and will not: (i) require any consent or approval of its stockholders; (ii) to such Party’s knowledge, violate any Applicable Laws; nor (iii) conflict with, or constitute a default under, any agreement, instrument or understanding, oral or written, to which such Party is a party or by which it is bound, except for any conflicts or defaults that (A) would not prevent such Party from performing its obligations under this Termination Agreement, (B) would not prevent the other Party from exercising its rights under this Termination Agreement, and (C) would not adversely affect the conveyance of all right title and interest in the Transferred Assets or the grant of rights and licenses hereunder. 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. * CERTAIN CONFIDENTIAL PORTIONS OF INFORMATION CONTAINED IN THIS EXHIBIT WERE OMITTED AND REPLACED DOCUMENT, MARKED BY BRACKETS, IS FILED 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 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (bc) The executionSuch Party has not sold, delivery and performance assigned, conveyed, pledged, encumbered, or otherwise in any way transferred to any Person any Claim released by such Party of pursuant to 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;Termination Agreement. (d) Such Party is has not under any obligation to any person or entityfiled, contractual or otherwiseand has no actual knowledge, that is any Third Party has filed, any legal or administrative proceeding of any kind or nature against the other Party relating to the Restated Agreement (including the Original Agreement), 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 Party, nor any of its Affiliates, are a party to, or are otherwise bound by, any oral or written contract The Parties acknowledge 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 they have worked together and participated on joint committees with respect to, any of such Party’s or the other Party’s rights under this Agreement; (g) Neither Party, or, to the knowledge Compound and Product during the term of such Partythe Original Agreement and Restated Agreement, any Third Party acting by or on behalf of such Party and in connection with therewith have from time to time exchanged information concerning the manufacture, development or and commercialization of the Compound, Product or any Licensed Product has been debarred or is subject to debarment, Compound 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 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; 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 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 Xxxxxx under the Xxxxxx 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 The Shipowner’s hereby represents and warrants to that the other Party, following are true statements as of the Effective Date, as followsdate hereof and further warrants that they shall remain true thereafter: (a1) Such Party the Shipowner’s is an entity duly organized, validly existing and in good standing under the Laws laws of the jurisdiction designated in the initial paragraph of its incorporation or formation, is qualified the Special Provisions hereof and shall maintain such existence. The Shipowner’s has not failed to qualify to do business and is in good standing as a foreign entity in each any jurisdiction in the United States in which the conduct of its business or the ownership of properties require such qualification, and had and has full legal right, power and authority to own its own properties requires such qualification and failure to have such would prevent assets and conduct its business as 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.is presently conducted; (b2) The executionthe Shipowner’s had and has legal power and authority to enter into and carry out the terms of the Guarantee Commitment, delivery the Construction Contract, Bond Purchase Agreement, Obligations, Indenture, Security Agreement, Secretary’s Note, Mortgage, Financial Agreement, and performance by such Party Depository Agreement (the “Documents”); (3) each of this Agreement have the Documents has been duly authorized authorized, executed and delivered by the Shipowner’s and constitutes, in accordance with its respective terms, legal, valid and binding instruments enforceable against the Shipowner’s, except to the extent limited by applicable bankruptcy, reorganization, insolvency, moratorium or similar laws of general application relating to or affecting the enforcement of creditors rights as from time to time in effect; (4) the consummation of the transactions contemplated by and compliance by the Shipowner’s of all necessary corporate action the terms and does provisions of the Documents will not violate any provisions of the formation documents of the Shipowner’s and will not (i) violate any provision result in a breach of any Lawthe terms and provisions of, 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 or undertaking by the Shipowner or by which the Shipowner’s is bound or any order of any court or administrative agency entered into in any proceedings to which such Party the Shipowner’s is or has been a party;; and (c5) This Agreement has been duly executed and there is a legalno litigation, 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 proceeding 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, investigation pending 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 best of the CompoundShipowner’s knowledge, Product threatened, involving the Shipowner’s 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 property which could prevent or any entity acting on its behalf in any capacity in connection with jeopardize the manufacture, development or commercialization performance by the Shipowner’s 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.under the Documents;

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; 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 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 Mxxxxx under the Mxxxxx 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, 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; 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) 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, 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; 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) 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 Seller represents and warrants to Buyer as of the other PartyEffective Date that: (i) Seller is duly organized and validly existing as a limited liability company under the laws of the State of Delaware, and has the lawful power to engage in the business it presently conducts and contemplates conducting in this Agreement and Seller is duly qualified in each jurisdiction wherein the nature of the business transacted by it makes such qualification necessary; (ii) Seller has the legal power and authority to make and carry out this Agreement and to perform its obligations hereunder and all such actions have been duly authorized by all necessary proceedings on its part; (iii) this Agreement has been duly and validly executed and delivered by Seller and, 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 constitutes a legal, valid and binding obligation of such PartySeller, enforceable against it in accordance with the its terms and conditions hereofagainst Seller, except as to the extent that its enforceability may be limited by (i) any applicable bankruptcy, insolvency, reorganization, moratorium or other similar law laws affecting creditor’s the rights generally, of creditors generally or (ii) by general principles of equity, whether considered in a proceeding in equity or at Law; (div) Such Party is not under there are no actions, suits, proceedings or investigations pending or, to the knowledge of Seller, threatened in writing against Seller or its Affiliates, at law or in equity before any obligation Governmental Authority, which individually or in the aggregate are reasonably likely to any person have a materially adverse effect on the business, properties or entityassets or the condition, contractual financial or otherwise, that is of Seller, or to result in conflict with the terms any impairment 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 Seller’s ability to otherwise perform such Party’s its obligations under this Agreement; (fv) Neither Partythe execution, delivery and performance of this Agreement by Seller will not conflict with its governing documents, any Applicable Laws, or any covenant, agreement, understanding, decree or order to which Seller is a party or by which it is bound or affected; (vi) there is no proceeding under applicable bankruptcy or insolvency law contemplated by Seller or, to Seller’s knowledge, threatened against it; (vii) neither it nor any of its Affiliatesemployees, are a party toagents, or are otherwise bound byrepresentatives have offered or given, or will offer or give, any oral gratuities to Buyer’s employees, agents or written contract that will result in any Third Party obtaining any interest in, representatives for the purpose of securing the Agreement 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 securing favorable treatment under this Agreement; (gviii) Neither PartySeller or its Affiliates have or will have all legal rights necessary for the Seller to enter upon and occupy the Site for the purpose of constructing, oroperating and maintaining the Facility for the Term. Seller shall maintain all leases or other land grants necessary for the construction, operation and maintenance of the Facility as valid for the Term; and (ix) Seller or its Affiliate have engaged those professional or other experts it reasonably believes necessary to understand its rights and obligations pursuant to this Agreement. All professionals or experts including engineers, attorneys or accountants, that Seller or its Affiliate may have consulted or relied on in undertaking the knowledge transactions contemplated by this Agreement have been solely those of Seller or such PartyAffiliate. In entering into this Agreement and the undertaking by Seller of the obligations set forth in this Agreement, any Third Party acting by Seller has investigated and determined that it is capable of performing under this Agreement and has not relied upon the advice, experience or on behalf expertise of such Party Buyer 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 Lawstransactions contemplated by this Agreement.

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 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.Agreement 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, 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 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.Agreement 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 (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; 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 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.