Common use of Mutual Representations and Warranties Clause in Contracts

Mutual Representations and Warranties. Each Party hereby represents and warrants as follows: (a) It is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including, without limitation, the right to grant the licenses it is granting hereunder. (b) On the Effective Date, (i) it has the full right and authority to enter into this Agreement and perform its obligations hereunder, (ii) it is not aware of any impediment that would prevent it from entering into the Agreement or that would inhibit its ability to perform its obligations under this Agreement, (iii) it has taken all necessary corporate action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder, and (iv) this Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid and binding obligation of such Party that is enforceable against it in accordance with its terms. (c) It has not entered into any agreement with any third party that is in conflict with the rights granted to the other Party under this Agreement, and has not taken any action that would in any way prevent it from granting the rights granted to the other Party under this Agreement, or that would otherwise materially conflict with or materially adversely affect the rights granted to the other Party under this Agreement. Its performance and execution of this Agreement will not result in a breach of any other contract to which it is a party. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (d) On the Effective Date, it is not aware of any action, suit, inquiry or investigation instituted by any third party that questions or threatens the validity of this Agreement. (e) All necessary consents, approvals and authorizations of all governmental authorities and other persons or entities required to be obtained by such Party in connection with the execution, delivery and performance of this Agreement have been obtained. (f) To the best of its knowledge, each Party has, on the Effective Date, the right to grant to the other Party the rights and licenses granted by such Party to the other Party pursuant to this Agreement. (g) Each Party has, on the Effective Date, the necessary qualified personnel, equipment, technical know-how and other means to perform its duties under this Agreement in a timely manner in accordance with the terms hereof.

Mutual Representations and Warranties. Each Party hereby Adolor and GSK each represents ------------------------------------- and warrants to the other as followsof the Effective Date that: 13.1.1 Such Party (a) It is a corporation company duly organized, validly existing existing, and in good standing under the laws Laws of its incorporation; (b) is duly qualified as a corporation and in good standing under the Laws of each jurisdiction in which it is incorporatedwhere its ownership or lease of property or the conduct of its business requires such qualification, and where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (c) has full the requisite corporate power and authority and the legal right to own and operate its property and assets and to carry on conduct its business as it is now being conducted and as hereafter contemplated in this Agreementto be conducted; (d) has or will obtain all necessary licenses, includingpermits, without limitationconsents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to the right extent required for the ownership and operation of its business, where the failure to grant the licenses it is granting hereunder. (b) On the Effective Dateobtain such licenses, (i) it has the full right and authority permits, consents or approvals, or to enter into this Agreement and perform make such notices, would have a material adverse effect on its obligations hereunder, (ii) it is not aware of any impediment that would prevent it from entering into the Agreement financial condition or that would inhibit its ability to perform its obligations under this Agreementhereunder; and (e) is in compliance with its charter documents; 13.1.2 The execution, (iii) it has taken all necessary corporate action on its part required to authorize the execution delivery and delivery performance of this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder (a) are within the performance corporate power of such Party; (b) have been duly authorized by all necessary or proper corporate action; (c) do not conflict with any provision of the charter documents of such Party; (d) will not, to the best of such Party's knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party is a party, or by which such Party or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder, and (iv) this ; 13.1.3 This Agreement has been duly executed and delivered on behalf of by such Party, Party and constitutes a legal, valid and binding obligation of such Party that is Party, enforceable against it such Party in accordance with its terms., except as such enforceability may be limited by applicable insolvency and other Laws affecting creditors' rights generally, or by the availability of equitable remedies; and (c) It has not entered into any agreement 13.1.4 All of its employees, officers, and consultants have executed agreements or have existing obligations under law requiring assignment to such Party of all Inventions made by such individuals during the course of and as the result of their association with any third party such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information, as well as the Confidential Information of Persons doing business with such Party that is in conflict such individuals may receive during the course of and as the result of their association with the rights granted such Party, to the other Party extent required to support such Party's obligations under this Agreement, and has not taken any action that would in any way prevent it from granting the rights granted to the other Party under this Agreement, or that would otherwise materially conflict with or materially adversely affect the rights granted to the other Party under this Agreement. Its performance and execution of this Agreement will not result in a breach of any other contract to which it is a party. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (d) On the Effective Date, it is not aware of any action, suit, inquiry or investigation instituted by any third party that questions or threatens the validity of this Agreement. (e) All necessary consents, approvals and authorizations of all governmental authorities and other persons or entities required to be obtained by such Party in connection with the execution, delivery and performance of this Agreement have been obtained. (f) To the best of its knowledge, each Party has, on the Effective Date, the right to grant to the other Party the rights and licenses granted by such Party to the other Party pursuant to this Agreement. (g) Each Party has, on the Effective Date, the necessary qualified personnel, equipment, technical know-how and other means to perform its duties under this Agreement in a timely manner in accordance with the terms hereof.

Mutual Representations and Warranties. Each Party party, with respect to itself only, hereby represents and warrants as followsto the other party the following: (a) It Each party is a corporation duly organized, validly existing and in good standing under the applicable laws of the jurisdiction in which it is incorporatedState of its formation, and has full corporate power is qualified to do business and authority is in good standing in every other jurisdiction where the failure to so qualify would have a material adverse effect on its ability to execute, deliver and perform this Agreement and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as other agreements contemplated in this Agreement, including, without limitation, the right to grant the licenses it is granting hereunderherein. (b) On the Effective Date, Each party has all requisite power and authority to (i) it has own, lease or operate its assets and properties and to carry on the full right business as now conducted, and authority to enter into this Agreement and perform its obligations hereunder, (ii) it is not aware of any impediment that would prevent it from entering enter into the Agreement or that would inhibit its ability to and perform its obligations under this Agreement, Agreement and to carry out the transactions contemplated hereby. (iiic) it Each party has taken (or caused to be taken) all necessary corporate action on its part acts and other proceedings required to be taken by such party to authorize the execution execution, delivery and delivery performance by such party of this Agreement and the performance of its obligations hereunder, and (iv) this other agreements contemplated herein. This Agreement has been duly executed and delivered on behalf of such Party, by each party and constitutes a legal, the valid and binding obligation of such Party that is each party, enforceable against it such party in accordance with its terms. (c) It has not entered into any agreement with any third party that is in conflict with , except as enforceability may be limited by applicable bankruptcy, moratorium, reorganization or similar laws affecting the rights granted to the other Party under this Agreementof creditors generally and by principles of equity, and has not taken any action that would in any way prevent it from granting the rights granted to the other Party under this Agreement, or that would otherwise materially conflict with or materially adversely affect the rights granted to the other Party under this Agreement. Its performance and execution of this Agreement will not result whether considered in a breach of any other contract to which it is a partyproceeding at law or in equity. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (d) On the Effective Date, it is not aware of any action, suit, inquiry or investigation instituted by any third party that questions or threatens the validity of this Agreement. (e) All necessary consents, approvals and authorizations of all governmental authorities and other persons or entities required to be obtained by such Party in connection with the The execution, delivery and performance of this Agreement by each party does not and will not (i) conflict with, or result in any violation of or constitute a breach or default (with notice or lapse of time, or both) under (A) any provision of the organizational documents of such party, or (B) any applicable statute, law, rule, regulation, order, agreement, instrument or license applicable to such party, except as would not have been obtaineda material adverse effect, or (ii) except as provided on Schedule 5.1(c) attached hereto, require the submission of any notice, report, consent or other filing with or from any governmental authority or third persons. (fd) To the best of its There are no actions, suits or proceedings pending or, to such party’s knowledge, each Party has, threatened against a party which if decided unfavorably to such party could have a material adverse effect on the Effective Dateability of such party to execute, the right to grant to the other Party the rights and licenses granted by such Party to the other Party pursuant to deliver or perform this Agreement. (ge) Each Party hasNo party has incurred any obligation or liability, on contingent or otherwise, for any fee payable to a broker or finder with respect to the Effective Date, the necessary qualified personnel, equipment, technical know-how and other means to perform its duties under matters provided for in this Agreement or the other agreements contemplated herein which could be attributable to or charged to the other party. Each party shall indemnify, defend and hold harmless the other party from any claims, damages, liabilities, costs and expenses, including reasonable attorneys’ fees in a timely manner in accordance with the terms hereofevent the prior sentence should be or become untrue as to such party.

Mutual Representations and Warranties. Each Party hereby Vitae and BI each represents and warrants to the other as followsof the Effective Date: 11.1.1 Such Party (ai) It is a corporation company duly organized, validly existing and in good standing under the laws Laws of the jurisdiction in which it is incorporated, and of its organization; (ii) has full the requisite corporate power and authority and the legal right to own and operate its property and assets and to carry on conduct its business as it is now being conducted and as hereafter contemplated in to be conducted; and (iii) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, required for performance of this Agreement; 11.1.2 The execution, including, without limitation, the right to grant the licenses it is granting hereunder. (b) On the Effective Date, delivery and performance of this Agreement by such Party (i) it has are within the full right and authority to enter into this Agreement and perform its obligations hereunder, corporate power of such Party; (ii) it is not aware of any impediment that would prevent it from entering into the Agreement have been duly authorized by all necessary or that would inhibit its ability to perform its obligations under this Agreement, proper corporate action; (iii) it has taken all necessary corporate action on its part required to authorize do not conflict with any provision of the execution and delivery organizational documents of this Agreement and the performance of its obligations hereunder, and such Party; (iv) this will not, to the best of such Party’s knowledge, violate any Laws or any order or decree of any court or Governmental Authority; and (v) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement or other instrument to which such Party is a party, or by which such Party is bound; 11.1.3 This Agreement has been duly executed and delivered on behalf of by such Party, Party and constitutes a legal, valid and binding obligation of such Party that is Party, enforceable against it such Party in accordance with its terms.; (c) It has not entered into any agreement 11.1.4 No governmental authorization, consent, approval except Marketing Authorization Approvals, license, registration, filing or exemption therefrom with any third party that court or other Governmental Authority is in conflict with the rights granted to the other Party under this Agreement, and has not taken any action that would in any way prevent it from granting the rights granted to the other Party under this Agreementor will be necessary for, or that would otherwise materially conflict with or materially adversely affect in connection with, the rights granted to the other Party under this Agreement. Its performance and execution of transaction contemplated by this Agreement will not result in a breach of or any other contract to which it is a party. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.agreement or instrument executed in connection therewith; and (d) On the Effective Date, it is not aware of any action, suit, inquiry or investigation instituted by any third party that questions or threatens the validity of this Agreement. (e) All necessary consents, approvals and authorizations of all governmental authorities and other persons or entities required to be obtained by 11.1.5 Neither such Party in connection with the executionnor, delivery and performance of this Agreement have been obtained. (f) To to the best of its either Party’s knowledge, each Party hasany of its employees has been debarred by the FDA (or similar action by the EMEA), on the Effective Date, the right or subject to grant to the other Party the rights and licenses granted by such Party to the other Party pursuant to this Agreementan FDA debarment investigation or proceeding (or similar proceeding of EMEA) for any reason. (g) Each Party has, on the Effective Date, the necessary qualified personnel, equipment, technical know-how and other means to perform its duties under this Agreement in a timely manner in accordance with the terms hereof.

Mutual Representations and Warranties. Each Party hereby COH and Licensee each represents and warrants as follows: (a) 9.1.1 It is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including, without limitation, the right to grant the licenses it is granting hereunder. (b) On the Effective Date, (i) it has the full right and authority to enter into this Agreement and perform its obligations hereunder, (ii) it is not aware of any impediment that would prevent it from entering into the Agreement or that would inhibit its ability all action required to perform its obligations under this Agreement, (iii) it has be taken all necessary corporate action on its part required to authorize behalf, its officers, directors, partners and stockholders necessary for the execution authorization, execution, and delivery of this Agreement and and, the performance of all of its obligations hereunder, and (iv) this Agreement has been duly Agreement, when executed and delivered on behalf delivered, will constitute valid and legally binding obligations of such Party, and constitutes a legal, valid and binding obligation of such Party that is enforceable against it in accordance with its terms, subject to applicable law including: (i) laws limiting the availability of specific performance, injunctive relief, and other equitable remedies; and (ii) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect generally relating to or affecting creditors’ rights generally. (c) It has not entered 9.1.2 Entry into any agreement with any third party that is in conflict with the rights granted to the other Party under this Agreement, and has not taken any action that would in any way prevent it from granting the rights granted to the other Party under this Agreement, or that would otherwise materially conflict with or materially adversely affect the rights granted to the other Party under this Agreement. Its performance and execution of this Agreement will not result in constitute a breach of any other contract agreement to which it is a party. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (d) On 9.1.3 It has read this Agreement, with assistance from its counsel of choice. It understands all of this Agreement’s terms. It has been given a reasonable amount of time to consider the Effective Date, contents of this Agreement before each Party executed it. It agrees that it is executing this Agreement voluntarily with full knowledge of this Agreement’s legal significance. 9.1.4 It agrees that it is not aware of relying in any actionmanner on any statement, suitpromise, inquiry representation or investigation instituted understanding, whether oral, written or implied, made by any third party that questions or threatens the validity Party, not specifically set forth in this Agreement. It acknowledges that, after execution of this Agreement. (e) All necessary consents, approvals and authorizations of all governmental authorities and other persons it may discover facts different from or entities required in addition to those which it now knows or believes to be obtained by such Party in connection with the executiontrue. Nevertheless, delivery and performance of it agrees that this Agreement have been obtainedshall be and remain in full force and effect in all respects, notwithstanding such different or additional facts. (f) To the best of its knowledge, each Party has, on the Effective Date, the right to grant to the other Party the rights and licenses granted by such Party to the other Party pursuant to this Agreement. (g) Each Party has, on the Effective Date, the necessary qualified personnel, equipment, technical know-how and other means to perform its duties under this Agreement in a timely manner in accordance with the terms hereof.

Mutual Representations and Warranties. Each Party hereby represents and warrants to the other Party, as followsof the date hereof, that: (a) It it is a corporation duly organized, organized and validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, of its formation and has the full corporate power and authority to execute, deliver and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in perform this Agreement, including, without limitation, and to consummate the right to grant the licenses it is granting hereunder.transactions contemplated hereby; (b) On the Effective Dateexecution, (i) it has the full right delivery and authority to enter into performance of this Agreement and perform its obligations hereunder, (ii) it is not aware the consummation of any impediment that would prevent it from entering into the Agreement or that would inhibit its ability to perform its obligations under this Agreement, (iii) it has taken transactions contemplated hereby have been duly authorized by all necessary corporate action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder, and part; (ivc) this Agreement has been duly executed and delivered on behalf of such Partyand constitutes its legal, valid, and constitutes a legal, valid and binding obligation of such Party that is obligations enforceable against it in accordance with its terms. (c) It has not entered into any agreement with any third party that is in conflict with the rights granted to the other Party under terms of this Agreement, and has not taken any action that would in any way prevent it from granting the rights granted to the other Party under this Agreement, or that would otherwise materially conflict with or materially adversely affect the rights granted to the other Party under this Agreement. Its performance and execution of this Agreement will not result in a breach of any other contract to which it is a party. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.; (d) On the Effective Date, it is not aware of any action, suit, inquiry or investigation instituted by any third party that questions or threatens the validity of this Agreement. (e) All necessary consents, approvals and authorizations of all governmental authorities and other persons or entities required to be obtained by such Party in connection with the execution, delivery and performance of this Agreement have been obtained.and the consummation of the transactions contemplated hereby do not (i) violate (A) any law or any governmental rule or regulation applicable to it, in any material respect, (B) memorandum and articles of incorporation, bylaws or other charter or organizational documents, or (C) any material order, judgment or decree of any court, governmental body or administrative or other agency having jurisdiction over it; or (ii) conflict with, result in a breach of or constitute a default under any contract or agreement to which it is a party or by which it is bound; (e) no consent, approval or authorization of or from any third party, including any governmental entity, whether prescribed by law, regulation, contract or agreement, is required in order for its execution or delivery of this Agreement to be effective, except for such filings with the U.S. Securities and Exchange Commission as may be required under Sections 13 and 16 of the Securities Exchange Act of 1934, as amended; and (f) To the best of there is no action, suit, proceeding, inquiry or investigation before or by any governmental entity or any self-regulatory organization or body pending or, to its knowledge, each Party hasthreatened against or affecting it that challenges, on or may have the Effective Dateeffect of preventing, the right delaying, making illegal, or otherwise interfering with, this Agreement or any other agreements, instruments and documents executed and delivered or to grant to the other Party the rights be executed and licenses granted delivered by such Party to the other Party pursuant to it in connection with this Agreement. (g) Each Party has, on the Effective Date, the necessary qualified personnel, equipment, technical know-how and other means to perform its duties under this Agreement in a timely manner in accordance with the terms hereof.

Mutual Representations and Warranties. Each Party hereby represents and warrants to the other Party as followsof the Effective Date that: (a) It 6.1.1 such Party is a corporation duly organized, validly existing existing, and in good standing under the laws Laws of the jurisdiction in which it is incorporated, of its incorporation and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including, without limitation, the right to grant the licenses it is granting hereunder. (b) On the Effective Date, (i) it has the full right and authority to enter into this Agreement and perform its obligations hereunder, (ii) it is not aware of any impediment that would prevent it from entering into to carry out the Agreement or that would inhibit its ability to perform its obligations under this Agreement, (iii) it has taken all necessary corporate action on its part required to authorize the provisions hereof; 6.1.2 execution and delivery of this Agreement and the performance by such Party of its obligations hereunder, and (iv) hereunder have been duly authorized; 6.1.3 this Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid and valid, binding obligation of such Party that is Party, enforceable against it in accordance with its terms.the terms hereof; (c) It has not entered into any agreement with any third party that is in conflict with 6.1.4 the rights granted to the other Party under this Agreement, and has not taken any action that would in any way prevent it from granting the rights granted to the other Party under this Agreement, or that would otherwise materially conflict with or materially adversely affect the rights granted to the other Party under this Agreement. Its performance and execution of this Agreement will by it does not result in create a breach of or default under any other contract agreement to which it is a party. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.which breach or default would adversely affect the other Party; (d) On the Effective Date, it is not aware of any action, suit, inquiry or investigation instituted by any third party that questions or threatens the validity of this Agreement. (e) All necessary consents, approvals and authorizations of all governmental authorities and other persons or entities required to be obtained by such Party in connection with 6.1.5 the execution, delivery delivery, and performance of this Agreement have been obtained. (f) To the best of its knowledge, each Party has, on the Effective Date, the right to grant to the other Party the rights and licenses granted by such Party does not conflict with any agreement, instrument, or understanding, oral or written, to the which it is a party or by which it is bound, nor violate any Law of any court, governmental body or administrative or other Party pursuant to this Agreement.agency having jurisdiction over such Party; (g) Each Party has6.1.6 no government authorization, on the Effective Dateconsent, approval, license, exemption of or filing or registration with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, under any Laws currently in effect, is or will be necessary for, or in connection with, the necessary qualified personneltransaction contemplated by this Agreement or any other agreement or instrument executed in connection herewith, equipment, technical know-how and other means to perform or for the performance by it of its duties obligations under this Agreement in a timely manner in accordance with and such other agreements, except as may be required to obtain applicable Regulatory Approvals or Regulatory Filings related to the terms hereof.Development, Commercialization, or manufacture of Licensed Vaccines or Licensed Products; and

Mutual Representations and Warranties. Each Party hereby represents and warrants to the other Party as follows: (a) It is a corporation duly organized, organized and validly existing and in good standing under the laws of the state or other jurisdiction in which it is incorporated, and of incorporation or formation; (b) It has full corporate the power and authority to execute and deliver this Agreement, and to perform its obligations hereunder; (c) Except for regulatory filings and approvals for the Product referenced herein, no authorization, consent or approval of any governmental authority or Third Party is required for the execution, delivery and performance by it of this Agreement, and the legal right execution, delivery and performance of this Agreement will not violate any Jaw, rule or regulation applicable to own and operate its property and assets and such Party. (d) There is no claim, investigation, suit, action or proceeding pending or, to carry on its business as it is now being conducted and as the knowledge of such Party’s management, expressly threatened, against such Party before or by any Third Party governmental entity or arbitrator that, individually or in the aggregate, could reasonably be expected to (i) materially impair the ability of such Party to perform any obligation under this Agreement, or (ii) prevent or materially delay or alter the consummation of any or all of the transactions contemplated hereby. (e) Notwithstanding anything to the contrary in this Agreement, including, without limitation, the right to grant the licenses it is granting hereunder. (b) On the Effective Date, (i) it has the full right and authority to enter into this Agreement and perform its obligations hereunder, (ii) it is not aware of any impediment that would prevent it from entering into the Agreement or that would inhibit its ability to perform its obligations under this Agreement, (iii) it has taken all necessary corporate action on its part required to authorize the execution and delivery of this Agreement and the performance of its such Party’s obligations hereunderhereunder (i) do not conflict with or violate such Party’s corporate charter and bylaws or any requirement of applicable laws of regulations, and (ivii) this Agreement has been duly executed do not and delivered on behalf shall not conflict with, violate or breach or constitute a default or require any consent under, any contractual obligation of such Party, and constitutes a legal, valid and binding obligation of such Party that is enforceable against it in accordance with its terms. (c) It has not entered into any agreement with any third party that is in conflict with the rights granted to the other Party under this Agreement, and has not taken any action that would in any way prevent it from granting the rights granted to the other Party under this Agreement, or that would otherwise materially conflict with or materially adversely affect the rights granted to the other Party under this Agreement. Its performance and execution of this Agreement will not result in a breach of any other contract to which it is a party. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (d) On the Effective Date, it is not aware of any action, suit, inquiry or investigation instituted by any third party that questions or threatens the validity of this Agreement. (e) All necessary consents, approvals and authorizations of all governmental authorities and other persons or entities required to be obtained by such Party in connection with the execution, delivery and performance of this Agreement have been obtained. (f) To the best of its knowledge, each Party has, on the Effective Date, the right to grant to the other Party the rights and licenses granted by such Party to the other Party pursuant to this Agreement. (g) Each Party has, on the Effective Date, the necessary qualified personnel, equipment, technical know-how and other means to perform its duties under this Agreement in a timely manner in accordance with the terms hereof.

Mutual Representations and Warranties. Each of the Parties, severally and not jointly, represents, warrants, and covenants to each other Party hereby represents (to the extent applicable), as of the RSA Effective Date, as follows (each of which is a continuing representation, warranty, and warrants as follows:covenant): (a) It to the extent it is a corporation duly organizedan entity, it is validly existing and in good standing under the laws of the state or other jurisdiction in which it is incorporated, and has full corporate power and authority and the legal right to own and operate of its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including, without limitation, the right to grant the licenses it is granting hereunder.organization; (b) On the Effective Date, (i) it has the full right all requisite direct or indirect power and authority to enter into this Agreement and the Definitive Documents to which it is a party and to carry out the Restructuring Transactions contemplated by, and perform its respective obligations hereunderunder, (ii) it is not aware of any impediment that would prevent it from entering this Agreement and such Party has been authorized to enter into this Agreement, the Agreement or that would inhibit its ability New Senior Loan Facility and the Definitive Documents and to carry out the Restructuring Transactions contemplated by, and perform its respective obligations under this Agreement; (c) the execution, (iii) it has taken all necessary corporate action on its part required to authorize the execution delivery, and delivery performance by such Party of this Agreement does not and the performance will not (i) violate any provision of law, rule, or regulation applicable to it or any of its obligations hereundersubsidiaries or its charter or bylaws (or other similar governing documents) or those of any of its subsidiaries, or (ii) except as described in Section 3 hereof conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation to which it or any of its subsidiaries is a party; (d) the execution, delivery, and performance by such Party of this Agreement does not and will not require any registration or filing with, consent, or approval of, or notice to, or other action to, with or by, any federal, state, or governmental authority or regulatory body, except such filings as may be necessary and/or required for disclosure by the Exchange Act; (ive) this Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, is the legally valid and binding obligation of such Party that is Party, enforceable against it in accordance with its terms., except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, fraudulent conveyance or other similar laws relating to or limiting creditors’ rights generally, by equitable principles relating to enforceability or by the implied covenant of good faith and fair dealing; and (cf) It it has not entered into any agreement been represented by legal counsel of its choosing in connection with any third party that is in conflict with this Agreement and the rights granted to the other Party under transactions contemplated by this Agreement, has had the opportunity to review this Agreement with its legal counsel, and has not taken relied on any action that would in statements made by any way prevent it from granting the rights granted other Party or such other Party’s legal counsel as to the other Party under this Agreement, meaning of any term or that would otherwise materially conflict with condition contained herein or materially adversely affect the rights granted in deciding whether to the other Party under this Agreement. Its performance and execution of enter into this Agreement will not result in a breach of any other contract to which it is a party. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDor the transactions contemplated hereby. (d) On the Effective Date, it is not aware of any action, suit, inquiry or investigation instituted by any third party that questions or threatens the validity of this Agreement. (e) All necessary consents, approvals and authorizations of all governmental authorities and other persons or entities required to be obtained by such Party in connection with the execution, delivery and performance of this Agreement have been obtained. (f) To the best of its knowledge, each Party has, on the Effective Date, the right to grant to the other Party the rights and licenses granted by such Party to the other Party pursuant to this Agreement. (g) Each Party has, on the Effective Date, the necessary qualified personnel, equipment, technical know-how and other means to perform its duties under this Agreement in a timely manner in accordance with the terms hereof.

Mutual Representations and Warranties. (a) Each Party hereby represents and warrants as follows: to the other that: (ai) It it is a corporation duly organized, validly existing and in good standing under the laws of the its jurisdiction in which it is incorporatedof incorporation or formation, and has full all requisite corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including, without limitation, the right to grant the licenses it is granting hereunder. (b) On the Effective Date, (i) it has the full right and authority to enter into this Agreement and to carry out the provisions hereof; (ii) it is duly authorized to execute and deliver this Agreement and to perform its obligations hereunder, (ii) it is not aware of any impediment that would prevent it from entering into and the person or persons executing this Agreement on its behalf has been duly authorized to do so by all requisite corporate or that would inhibit its ability to perform its obligations under this Agreement, partnership action; and (iii) it has taken all necessary corporate action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunderis legally binding upon it, and (iv) this Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid and binding obligation of such Party that is enforceable against it in accordance with its terms. (c) It has , except as enforcement may be limited or affected by applicable bankruptcy, insolvency, moratorium, reorganization or other laws of general application relating to or affecting creditors’ rights generally in accordance with its terms, and does not entered into any agreement conflict with any third party that is in conflict with the rights granted to the other Party under this Agreementagreement, and has not taken any action that would in any way prevent it from granting the rights granted to the other Party under this Agreementinstrument or understanding, oral or that would otherwise materially conflict with or materially adversely affect the rights granted to the other Party under this Agreement. Its performance and execution of this Agreement will not result in a breach of any other contract written, to which it is a party. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933Party or by which it may be bound, AS AMENDEDnor violate any material law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it. (db) On Each Party represents and warrants to the Effective Dateother that neither the execution and the delivery of this Agreement by it, nor the consummation by it of the transactions contemplated hereby shall (with or without the giving of notices or the passage of time) (i) violate any applicable law or other restriction of any government, governmental authority or court to which it is not aware subject or any provision of the charter or bylaws (or other organizational documents) of such Party or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any Third Party the right to accelerate, terminate, modify or cancel, or require any notice under any agreement, contract, lease, license, instrument or other arrangement to which it is a party or by which it or any of its assets is bound which (in the case of clause (ii) only) could adversely affect the consummation of the transactions contemplated hereby or result in the imposition of any actionlien, suitsecurity interest, inquiry charge, claim, encumbrance, limitation, restriction on use or investigation instituted transfer, conditional sale or other title retention device or arrangement (including a capital lease), transfer for the purpose of subjection to the payment of any indebtedness, or restriction on the creation of any of the foregoing, upon any of the AMYRIS Technology. AMYRIS is not required by any Legal Requirement to give any notice to, make any filing with or obtain any authorization, consent or approval of, any government or governmental authority or other third party that questions or threatens in order for AMYRIS to consummate the validity of transactions contemplated by this Agreement. (e) All necessary consents, approvals and authorizations of all governmental authorities and other persons or entities required to be obtained by such Party in connection with the execution, delivery and performance of this Agreement have been obtained. (f) To the best of its knowledge, each Party has, on the Effective Date, the right to grant to the other Party the rights and licenses granted by such Party to the other Party pursuant to this Agreement. (g) Each Party has, on the Effective Date, the necessary qualified personnel, equipment, technical know-how and other means to perform its duties under this Agreement in a timely manner in accordance with the terms hereof.

Mutual Representations and Warranties. Each Party hereby represents and warrants to the other Party that each representation and warranty made by it under this Article 9 that is made as followsof or on the Effective Date, is also made by it as of and upon the Condition Satisfaction Date. Each Party represents and warrants to the other Party that as of the Effective Date of this Agreement: (a) 9.1.1 It is a corporation duly organized, organized and validly existing and in good standing under the laws of the its jurisdiction in which it is incorporatedof incorporation or formation, and has full corporate or other power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including, without limitation, the right to grant the licenses it is granting hereunder. (b) On the Effective Date, (i) it has the full right and authority to enter into this Agreement and perform its obligations hereunder, (ii) it is not aware of any impediment that would prevent it from entering into the Agreement or that would inhibit its ability to perform its obligations under this Agreement, (iii) it has taken all necessary corporate action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder, and (iv) this Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid and binding obligation of such Party that is enforceable against it in accordance with its terms. (c) It has not entered into any agreement with any third party that is in conflict with the rights granted to the other Party under this Agreement, and has not taken any action that would in any way prevent it from granting the rights granted to the other Party under this Agreement, or that would otherwise materially conflict with or materially adversely affect the rights granted to the other Party under this Agreement. Its performance and execution of this Agreement will not result in a breach of any other contract Transaction Documents to which it is a party, and to carry out the provisions hereof. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933Further, AS AMENDED. (d) On except for any Regulatory Approvals, pricing and/or reimbursement approvals, manufacturing approvals and/or similar approvals necessary for the Effective DateResearch, it is not aware Development, Manufacture or Commercialization of any actionthe Royalty Products, suit, inquiry or investigation instituted by any third party that questions or threatens the validity of this Agreement. (e) All all necessary consents, approvals and authorizations of all governmental government authorities and other persons or entities required to be obtained by such Party as of the Effective Date in connection with the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party have been obtained. (f) To the best of its knowledge, each Party has, on obtained by the Effective Date. 9.1.2 It is duly authorized to execute and deliver this Agreement and the other Transaction Documents to which it is a party, and to perform its obligations hereunder, and the person or persons executing this Agreement and the other Transaction Documents to which it is a party on its behalf has been duly authorized to do so by all requisite corporate action. 9.1.3 This Agreement and the other Transaction Documents to which it is a party are legally binding upon it and enforceable in accordance with its terms. Except as set forth in Section 9.1.3 of Schedule 9 to this Agreement, the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party by it does not conflict with any agreement, instrument or understanding, oral or written, to which it is a party and by which it may be bound, or with its charter or by-laws. 9.1.4 Except, in Alnylam’s case, as set forth in Section 9.1.3 of Schedule 9 to this Agreement, it has not, and will not during the Agreement Term, grant any right to grant any Third Party which would conflict with the rights granted to the other Party hereunder. It has (or will have at the rights time performance is due) maintained and will maintain and keep in full force and effect all agreements (including license agreements) and filings (including patent filings) necessary in such Party’s reasonable judgment to perform its obligations hereunder. Further, (a) the execution and delivery of this Agreement and the other Transaction Documents to which it is a party by such Party, (b) the performance of such Party’s obligations hereunder and the other Transaction Documents to which it is a party and (c) the licenses and sublicenses to be granted by such Party pursuant to this Agreement or the other Transaction Documents do not conflict with or violate any requirement of applicable laws or regulations existing as of the Effective Date and applicable to such Party. 9.1.5 Neither Party nor any of its Affiliates has been debarred or is subject to debarment and neither Party nor any of its Affiliates will use in any capacity, in connection with the Collaboration or, in the case of Tekmira the Manufacturing Activities, any person or entity that has been debarred pursuant to Section 306 of the United States Federal Food, Drug, and Cosmetic Act, or that is the subject of a conviction described in such section. Each Party agrees to inform the other Party pursuant in writing immediately if it or any Person that is performing activities in the Collaboration, and Tekmira agrees to this Agreement. (g) Each inform Alnylam immediately in writing if it or any person or entity that is performing the Manufacturing Activities, is debarred or is the subject of a conviction described in Section 306, or if any action, suit, claim, investigation or legal or administrative proceeding is pending or, to the best of the notifying Party’s knowledge, is threatened, relating to the debarment or conviction of the notifying Party has, on the Effective Date, the necessary qualified personnel, equipment, technical know-how and other means to perform or any person or entity used in any capacity by such Party or any of its duties under this Agreement Affiliates in a timely manner in accordance connection with the terms hereofCollaboration or the Manufacturing Activities, as the case may be.

Mutual Representations and Warranties. Each Party hereby represents and warrants to the other, as of the Effective Date, as follows: (a) It such Party is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporatedof its organization, and has full corporate all requisite power and authority authority, corporate or otherwise, to execute, deliver and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated perform this Agreement; [***] Certain information in this Agreement, including, without limitation, document has been omitted and filed separately with the right Securities and Exchange Commission. Confidential treatment has been requested with respect to grant the licenses it is granting hereunderomitted portions. (b) On the Effective Date, (i) it has the full right and authority to enter into this Agreement and perform its obligations hereunder, (ii) it is not aware of any impediment that would prevent it from entering into the Agreement or that would inhibit its ability to perform its obligations under this Agreement, (iii) it has taken all necessary corporate action on its part required to authorize the execution and delivery of this Agreement and the performance by such Party of its obligations hereunderthe transactions contemplated hereby have been duly authorized by all necessary corporate action and will not violate (i) such Party’s certificate of incorporation or bylaws, and (ii) any agreement, instrument or contractual obligation to which such Party is bound in any material respect, (iii) any requirement of any Applicable Laws, or (iv) any order, writ, judgment, injunction, decree, determination or award of any court or governmental agency presently in effect applicable to such Party; (c) this Agreement has been duly executed and delivered on behalf of such Party, and constitutes is a legal, valid and binding obligation of such Party that is enforceable against it such Party in accordance with its terms. (c) It has not entered into any agreement with any third party that is in conflict with the rights granted to the other Party under this Agreement, terms and has not taken any action that would in any way prevent it from granting the rights granted to the other Party under this Agreement, or that would otherwise materially conflict with or materially adversely affect the rights granted to the other Party under this Agreement. Its performance and execution of this Agreement will not result in a breach of any other contract to which it is a party. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.conditions; (d) On the Effective Date, it such Party is not aware of under any actionobligation, suitcontractual or otherwise, inquiry to any person or investigation instituted by entity that conflicts with or is inconsistent in any third party that questions or threatens respect with the validity terms of this Agreement.Agreement or that would impede the diligent and complete fulfillment of its obligations hereunder; (e) All necessary consentsto such Party’s knowledge, approvals all of its employees, officers, contractors, and authorizations consultants have executed agreements requiring assignment to such Party of all governmental authorities inventions made during the course of and other persons or entities required to be obtained by as a result of their association with such Party in connection with and obligating each such employee, officer, contractor, and consultant to maintain as confidential the execution, delivery and performance Confidential Information of this Agreement have been obtained.such Party; and (f) To the best neither such Party, nor any of its knowledgeemployees, each Party hasofficers, on the Effective Date, the right to grant subcontractors or consultants who have rendered or will render services relating to the other Party the rights and licenses granted by Products: (i) has ever been debarred or is subject or debarment or convicted of a crime for which an entity or person could be debarred under 21 U.S.C. Section 335a or its foreign equivalent or (ii) has ever been under indictment for a crime for which a person or entity could be debarred under any such Party to the other Party pursuant to this Agreementprovision. (g) Each Party has, on the Effective Date, the necessary qualified personnel, equipment, technical know-how and other means to perform its duties under this Agreement in a timely manner in accordance with the terms hereof.

Mutual Representations and Warranties. Each Party hereby represents and warrants to each of the other Parties as followsfollows and acknowledges that the other Parties are relying on such representations and warranties in connection with entering into this Agreement and consummating the Arrangement: (a) It it is a corporation duly organizedincorporated, amalgamated, continued or formed, as applicable, and is validly existing and in good standing under the laws of the its governing jurisdiction in which it is incorporated, and has full the corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including, without limitation, the right to grant the licenses it is granting hereunder. (b) On the Effective Date, (i) it has the full right and authority to enter into this Agreement and and, subject to obtaining the requisite approvals contemplated hereby, to perform its obligations hereunder; (b) except as disclosed in the Circular or in writing to the other Parties, the execution and delivery of this Agreement by it and the completion by it of the transactions contemplated herein do not and will not: (i) result in the breach of, or violate any term or provision of its constating documents; (ii) conflict with, result in the breach of, constitute a default under, or accelerate or permit the acceleration of the performance required by, any agreement, instrument, license, permit or authority to which it is not aware a party or by which it is bound, or to which any assets of such Party are subject, or result in the creation of any impediment that Encumbrance upon any of its assets under any such agreement or instrument, or give to others any interest or right, including rights of purchase, termination cancellation or acceleration, under any such agreement, instrument, license, permit or authority, which in any case would prevent it from entering into the Agreement or that would inhibit its ability to perform its obligations under this Agreement, have a material adverse effect on it; or (iii) it violate any provisions of any Applicable Law or any judicial or administrative award, judgement, order or decree applicable and known to it, the violation of which would have a material adverse effect on it; (c) no dissolution, winding-up, bankruptcy, liquidation or similar proceeding has taken all necessary corporate action on its part required been commenced or is pending or, to authorize such Party’s knowledge, is proposed in respect of it, except as contemplated by the Plan of Arrangement; and (d) the execution and delivery of this Agreement and the performance completion of the transaction contemplated herein have been duly approved by its board of directors or the board of directors of its obligations hereunder, general partner (as applicable) and (iv) this Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid and binding obligation of such Party that is enforceable against it in accordance with its terms. (c) It has not entered into any agreement with any third party that is in conflict with the rights granted , subject to the other Party under this Agreementbankruptcy, and has not taken any action that would in any way prevent it from granting the rights granted to the other Party under this Agreement, or that would otherwise materially conflict with or materially adversely affect the rights granted to the other Party under this Agreement. Its performance and execution of this Agreement will not result in a breach of any other contract to which it is a party. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (d) On the Effective Date, it is not aware of any action, suit, inquiry or investigation instituted by any third party that questions or threatens the validity of this Agreement. (e) All necessary consents, approvals and authorizations of all governmental authorities insolvency and other persons laws affecting the enforcement of creditors’ rights generally and to general principles of equity and limitations upon the enforcement of indemnification for fines or entities required to be obtained penalties imposed by such Party in connection with the execution, delivery and performance of this Agreement have been obtainedlaw. (f) To the best of its knowledge, each Party has, on the Effective Date, the right to grant to the other Party the rights and licenses granted by such Party to the other Party pursuant to this Agreement. (g) Each Party has, on the Effective Date, the necessary qualified personnel, equipment, technical know-how and other means to perform its duties under this Agreement in a timely manner in accordance with the terms hereof.

Mutual Representations and Warranties. Each Party hereby represents and warrants to the other Party that as followsof the Effective Date: (a) It 12.1.1 it is a corporation duly organized, organized and validly existing and in good standing under the laws of the its jurisdiction in which of incorporation or formation; 12.1.2 it is incorporatedduly authorized to execute and deliver this Agreement, the person or persons executing this Agreement on its behalf have been duly authorized to do so by all requisite corporate action, and this Agreement is legally binding upon it and enforceable in accordance with its terms; 12.1.3 it has full corporate right, power and authority and the legal right to own and operate perform its property and assets and to carry on its business as it is now being conducted and as contemplated in respective obligations under this Agreement, including, without limitation, including the right to grant the rights and licenses granted to the other Party hereunder; 12.1.4 it is granting hereunder. (b) On the Effective Datewill obtain and maintain all licenses, (i) it has the full right permits and authority other authorizations necessary to enter into this Agreement and perform its obligations hereunder, and will fully cooperate in obtaining and maintaining any approvals from Regulatory Authorities necessary to implement this Agreement; 12.1.5 it will perform its obligations hereunder in compliance with all Applicable Law, and it has in place a compliance program and internal policies and procedures for its employees and agents to comply with Applicable Law (including Anti-Corruption Law and Privacy Law) as contemplated by Section 7, including training on such policies and procedures and reporting obligations for non-compliance; and 12.1.6 as of the Effective Date of this Agreement, neither it nor its Representatives performing under this Agreement are an Ineligible Person. During the Term of this Agreement, each Party agrees to immediately disclose in writing to the other Party: (i) any debarment, exclusion or other event that makes such Party or any such Representative, an Ineligible Person; or (ii) it if such Party or any such Representative is not aware charged with a criminal offense related to any federal health care program, or is proposed for exclusion from the provision of health care items or services. Each Party hereto shall immediately notify the other Party hereto of any impediment that would prevent threatened, proposed or actual exclusion or debarment of such Party or any of its Representatives performing under this Agreement of which it from entering into becomes aware. In the event any Party performing under this Agreement or that would inhibit its ability to perform its obligations under becomes an Ineligible Person, this Agreement shall, as of the effective date of such Party becoming an Ineligible Person, automatically terminate. In the event any such Representative of a Party becomes an Ineligible Person during the Term of this Agreement, (iii) it has taken all necessary corporate action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder, and (iv) this Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid and binding obligation of such Party that is enforceable against it in accordance with its terms. (c) It has not entered into any agreement with any third party that is in conflict with the rights granted to the other Party Representative shall immediately cease performing under this Agreement, and has not taken any action that would in any way prevent it from granting the rights granted to the other Party under this Agreement, or that would otherwise materially conflict with or materially adversely affect shall have the rights granted to the other Party under this Agreement. Its performance and execution option of this Agreement will not result in a breach of any other contract to which it is a party. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (d) On the Effective Date, it is not aware of any action, suit, inquiry or investigation instituted by any third party that questions or threatens the validity of immediately terminating this Agreement. (e) All necessary consents, approvals and authorizations of all governmental authorities and other persons or entities required to be obtained by such Party in connection with the execution, delivery and performance of this Agreement have been obtained. (f) To the best of its knowledge, each Party has, on the Effective Date, the right to grant to the other Party the rights and licenses granted by such Party to the other Party pursuant to this Agreement. (g) Each Party has, on the Effective Date, the necessary qualified personnel, equipment, technical know-how and other means to perform its duties under this Agreement in a timely manner in accordance with the terms hereof.

Mutual Representations and Warranties. Each Party hereby represents and warrants to the other, as of the Effective Date, as follows: (a) It such Party is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporatedof its organization, and has full corporate all requisite power and authority authority, corporate or otherwise, to execute, deliver and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated perform this Agreement; [***] Certain information in this Agreement, including, without limitation, document has been omitted and filed separately with the right Securities and Exchange Commission. Confidential treatment has been requested with respect to grant the licenses it is granting hereunderomitted portions. (b) On the Effective Date, (i) it has the full right and authority to enter into this Agreement and perform its obligations hereunder, (ii) it is not aware of any impediment that would prevent it from entering into the Agreement or that would inhibit its ability to perform its obligations under this Agreement, (iii) it has taken all necessary corporate action on its part required to authorize the execution and delivery of this Agreement and the performance by such Party of its obligations hereunderthe transactions contemplated hereby have been duly authorized by all necessary corporate action and will not violate: (i) such Party’s certificate of incorporation or bylaws, and (ii) any agreement, instrument or contractual obligation to which such Party is bound in any material respect, (iii) any requirement of any Applicable Laws, or (iv) any order, writ, judgment, injunction, decree, determination or award of any court or governmental agency presently in effect applicable to such Party; (c) this Agreement has been duly executed and delivered on behalf of such Party, and constitutes is a legal, valid and binding obligation of such Party that is enforceable against it such Party in accordance with its terms. (c) It has not entered into any agreement with any third party that is in conflict with the rights granted to the other Party under this Agreement, terms and has not taken any action that would in any way prevent it from granting the rights granted to the other Party under this Agreement, or that would otherwise materially conflict with or materially adversely affect the rights granted to the other Party under this Agreement. Its performance and execution of this Agreement will not result in a breach of any other contract to which it is a party. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.conditions; (d) On the Effective Date, it such Party is not aware of under any actionobligation, suitcontractual or otherwise, inquiry to any person or investigation instituted by entity that conflicts with or is inconsistent in any third party that questions or threatens respect with the validity terms of this Agreement.Agreement or that would impede the diligent and complete fulfillment of its obligations hereunder; (e) All necessary consentsto such Party’s knowledge, approvals all of its employees, officers, contractors, and authorizations consultants have executed agreements requiring assignment to such Party of all governmental authorities Inventions made during the course of and other persons or entities required to be obtained by as a result of their association with such Party in connection with and obligating each such employee, officer, contractor, and consultant to maintain as confidential the execution, delivery and performance Confidential Information of this Agreement have been obtained.such Party; and (f) To the best neither such Party, nor any of its knowledgeemployees, each Party hasofficers, on the Effective Date, the right to grant subcontractors or consultants who have rendered or will render services relating to the other Party the rights and licenses granted by Product: (i) has ever been debarred (or is subject to debarment) or convicted of a crime for which an entity or person could be debarred under 21 U.S.C. Section 335a or its foreign equivalent or (ii) has ever been under indictment for a crime for which a person or entity could be debarred under any such Party to the other Party pursuant to this Agreementprovision. (g) Each Party has, on the Effective Date, the necessary qualified personnel, equipment, technical know-how and other means to perform its duties under this Agreement in a timely manner in accordance with the terms hereof.

Mutual Representations and Warranties. Each Party hereby COH and Licensee each represents and warrants as follows: (a) 9.1.1 It is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including, without limitation, the right to grant the licenses it is granting hereunder. (b) On the Effective Date, (i) it has the full right and authority to enter into this Agreement and perform its obligations hereunder, (ii) it is not aware of any impediment that would prevent it from entering into the Agreement or that would inhibit its ability all action required to perform its obligations under this Agreement, (iii) it has be taken all necessary corporate action on its part required to authorize behalf, its officers, directors, partners and stockholders necessary for the execution authorization, execution, and delivery of this Agreement and and, the performance of all of its obligations hereunder, and (iv) this Agreement has been duly Agreement, when executed and delivered on behalf delivered, will constitute valid and legally binding obligations of such Party, and constitutes a legal, valid and binding obligation of such Party that is enforceable against it in accordance with its terms. , subject to: (ci) It has not entered into any agreement with any third party that is in conflict with laws limiting the rights granted to the other Party under this Agreementavailability of specific performance, injunctive relief, and has not taken any action that would other equitable remedies; and (ii) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in any way prevent it from granting the effect generally relating to or affecting creditors’ rights granted to the other Party under this Agreement, or that would otherwise materially conflict with or materially adversely affect the rights granted to the other Party under this Agreement. Its performance and execution of generally; 9.1.2 Entry into this Agreement will not result in constitute a breach of or conflict with any other contract agreement to which it is party; 9.1.3 It has read this Agreement, with assistance from its counsel of choice. It understands all of this Agreement’s terms. It has been given a partyreasonable amount of time to consider the contents of this Agreement before each Party executed it. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.It agrees that it is executing this Agreement voluntarily with full knowledge of this Agreement’s legal significance; and (d) On the Effective Date, 9.1.4 It agrees that it is not aware of relying in any actionmanner on any statement, suitpromise, inquiry representation or investigation instituted understanding, whether oral, written or implied, made by any third party the other Party, that questions or threatens the validity is not specifically set forth in this Agreement. It acknowledges that, after execution of this Agreement. (e) All necessary consents, approvals and authorizations of all governmental authorities and other persons it may discover facts different from or entities required in addition to those which it now knows or believes to be obtained by such Party in connection with the executiontrue. Nevertheless, delivery and performance of it agrees that this Agreement have been obtainedshall be and remain in full force and effect in all respects, notwithstanding such different or additional facts. (f) To the best of its knowledge, each Party has, on the Effective Date, the right to grant to the other Party the rights and licenses granted by such Party to the other Party pursuant to this Agreement. (g) Each Party has, on the Effective Date, the necessary qualified personnel, equipment, technical know-how and other means to perform its duties under this Agreement in a timely manner in accordance with the terms hereof.

Mutual Representations and Warranties. Each Party hereby represents and warrants to the other Party that, as follows: of the Effective Date: (ai) It it is a corporation duly organized, validly existing and in good standing under the laws Laws of the jurisdiction in which it is incorporated, of its incorporation and has full all requisite corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including, without limitation, the right to grant the licenses it is granting hereunder. (b) On the Effective Date, (i) it has the full right and authority to enter into this Agreement and perform its obligations hereunder, (ii) it is not aware of any impediment that would prevent it from entering into the Agreement or that would inhibit its ability to perform its obligations under this Agreement, (iiiii) it has taken all necessary corporate action on its part required to authorize the execution and delivery of this Agreement and the performance by such Party of its obligations hereunderhereunder have been duly authorized, and (iviii) this Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid is legally binding and binding obligation of such enforceable on each Party that is enforceable against it in accordance with its terms. , (civ) It has not entered into any agreement with any third party that is in conflict with the rights granted to the other Party under this Agreement, and has not taken any action that would in any way prevent it from granting the rights granted to the other Party under this Agreement, or that would otherwise materially conflict with or materially adversely affect the rights granted to the other Party under this Agreement. Its performance and execution of this Agreement will by it does not result in create a breach of or default under any other contract agreement to which it is a party. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933Party, AS AMENDED. (dv) On the Effective Date, it is not aware of any action, suit, inquiry or investigation instituted by any third party that questions or threatens the validity of this Agreement. (e) All necessary consents, approvals and authorizations of all governmental authorities and other persons or entities required to be obtained by such Party in connection with the execution, delivery and performance of this Agreement have been obtained. (f) To the best of its knowledge, each Party has, on the Effective Date, the right to grant to the other Party the rights and licenses granted by such Party does not conflict with any agreement, instrument or understanding, oral or written, to the which it is a party or by which it is bound, nor violate any Law or regulation of any court, governmental body or administrative or other Party pursuant to this Agreement. agency having jurisdiction over such Party, (gvi) Each Party hasno government authorization, on the Effective Dateconsent, approval, license, exemption of or filing or registration with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, under any Laws currently in effect, is or will be necessary for, or in connection with, the necessary qualified personneltransaction contemplated by this Agreement or any other agreement or instrument executed in connection herewith, equipment, technical know-how and other means to perform or for the performance by it of its duties obligations under this Agreement in and such other agreements, and (vii) neither such Party, nor any of its employees, officers, subcontractors, or consultants who have rendered services relating to the Licensed Compounds: (a) has ever been debarred or is subject to debarment or convicted of a timely manner in accordance with crime for which an entity or person could be debarred by the terms hereofFDA under 21 U.S.C. Section 335a or (b) has ever been under indictment for a crime for which a person or entity could be so debarred. Certain information marked as [***] has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

Mutual Representations and Warranties. Each Party hereby represents and warrants to the other Party that as followsof the Effective Date of this Agreement: (a) 7.1.1 It is a corporation duly organized, organized and validly existing and in good standing under the laws of the its jurisdiction in which it is incorporatedof incorporation or formation, and has full corporate or other power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including, without limitation, the right to grant the licenses it is granting hereunder. (b) On the Effective Date, (i) it has the full right and authority to enter into this Agreement Agreement, and to carry out the provisions hereof. 7.1.2 It is duly authorized to execute and deliver this Agreement, and to perform its obligations hereunder, (ii) it is not aware of any impediment that would prevent it from entering into and the person or persons executing this Agreement or that would inhibit its ability to perform its obligations under this Agreement, (iii) it has taken all necessary corporate action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder, and (iv) this Agreement behalf has been duly executed authorized to do so by all requisite corporate action. 7.1.3 This Agreement is legally binding upon it and delivered on behalf of such Party, and constitutes a legal, valid and binding obligation of such Party that is enforceable against it in accordance with its terms. The execution, delivery and performance of this Agreement by it does not conflict with any agreement, instrument or understanding, oral or written, to which it is a party and by which it may be bound, or with its charter or by-laws. (c) 7.1.4 It has not entered into granted, and will not grant, during the Term, any agreement with right to any third party Third Party that is in would conflict with the rights granted to the other Party hereunder. 7.1.5 Neither Party nor any of its Affiliates has been debarred or is subject to debarment and neither Party nor any of its Affiliates will use in any capacity, in connection with the exercise of its rights and the performance of its obligations under this Agreement, any person or entity that has been debarred pursuant to Section 306 of the United States Federal Food, Drug, and has not taken Cosmetic Act or any action that would similar law in any way prevent it from granting foreign jurisdiction, or that is the rights granted subject of a conviction described in such section or similar law in any foreign jurisdiction. Each Party agrees to inform the other Party in writing immediately if it or any person or entity that is performing activities under this Agreement, is debarred or that would otherwise materially conflict with is the subject of a conviction described in Section 306 or materially adversely affect the rights granted to the other Party under this Agreement. Its performance and execution of this Agreement will not result similar law in a breach of any other contract to which it is a party. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933foreign jurisdiction, AS AMENDED. (d) On the Effective Date, it is not aware of or if any action, suit, inquiry claim, investigation or investigation instituted by legal or administrative proceeding is pending or, to the best of the notifying Party’s knowledge, is threatened, relating to the debarment or conviction of the notifying Party or any third party that questions person or threatens the validity of this Agreement. (e) All necessary consents, approvals and authorizations of all governmental authorities and other persons or entities required to be obtained entity used in any capacity by such Party or any of its Affiliates in connection with the execution, delivery and performance of this Agreement have been obtained. (f) To the best of its knowledge, each Party has, on the Effective Date, the right to grant to the other Party the rights and licenses granted by such Party to the other Party pursuant to obligations under this Agreement. (g) Each Party has, on the Effective Date, the necessary qualified personnel, equipment, technical know-how and other means to perform its duties under this Agreement in a timely manner in accordance with the terms hereof.

Mutual Representations and Warranties. Each Party hereby Theravance and Clinigen each represents and warrants to the other as followsof the Effective Date that: (a) It Such Party: (i) is a corporation company duly organized, validly existing existing, and in good standing under the laws Laws of its incorporation; (ii) is duly qualified as a corporation and in good standing under the Laws of each jurisdiction in which it is incorporatedwhere its ownership or lease of property or the conduct of its business requires such qualification, and where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (iii) has full the requisite corporate power and authority and the legal right to own and operate its property and assets and to carry on conduct its business as it is now being conducted and as hereafter contemplated in this Agreement, including, without limitation, the right to grant the licenses it is granting hereunder.be conducted; (biv) On has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to the Effective Dateextent required for the ownership and operation of its business, (i) it has where the full right and authority failure to enter into this Agreement and perform obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its obligations hereunder, (ii) it is not aware of any impediment that would prevent it from entering into the Agreement financial condition or that would inhibit its ability to perform its obligations under hereunder; and (v) is in compliance with its charter documents; (b) The execution, delivery and performance of this Agreement, Agreement by such Party and all instruments and documents to be delivered by such Party hereunder: (i) are within the corporate power of such Party; (ii) have been duly authorized by all necessary or proper corporate action; (iii) it has taken all necessary corporate action do not conflict with any provision of the charter documents of such Party; (iv) will not, to the best of such Party’s knowledge, violate any Laws or regulation or any order or decree of any court of governmental instrumentality; will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other ***CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. instrument to which such Party is a party, or by which such Party or any of its property is bound, which violation would have a material adverse effect on its part required financial condition or on its ability to authorize the execution and delivery of this Agreement and the performance of perform its obligations hereunder, and ; (ivc) this This Agreement has been duly executed and delivered on behalf of by such Party, Party and constitutes a legal, valid and binding obligation of such Party that is Party, enforceable against it such Party in accordance with its terms. (c) It has not entered into any agreement with any third party that is in conflict with the , except as such enforceability may be limited by applicable insolvency and other Laws affecting creditors’ rights granted to the other Party under this Agreement, and has not taken any action that would in any way prevent it from granting the rights granted to the other Party under this Agreementgenerally, or that would otherwise materially conflict with or materially adversely affect by the rights granted to the other Party under this Agreement. Its performance and execution availability of this Agreement will not result in a breach of any other contract to which it is a party. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.equitable remedies; and (d) On the Effective DateAll of its employees, it is not aware of any actionofficers, suit, inquiry and consultants have executed agreements or investigation instituted by any third party that questions or threatens the validity of this Agreement. (e) All necessary consents, approvals and authorizations have existing obligations under Laws requiring assignment to such Party of all governmental authorities and other persons or entities required to be obtained Inventions made by such Party in connection individuals during the course of and as the result of their association with the executionsuch Party, delivery and performance of this Agreement have been obtainedobligating such individuals to maintain as confidential such Party’s Confidential Information. (f) To the best of its knowledge, each Party has, on the Effective Date, the right to grant to the other Party the rights and licenses granted by such Party to the other Party pursuant to this Agreement. (g) Each Party has, on the Effective Date, the necessary qualified personnel, equipment, technical know-how and other means to perform its duties under this Agreement in a timely manner in accordance with the terms hereof.

Mutual Representations and Warranties. Each Party hereby represents and warrants to and in favour of the other Party as followsfollows and acknowledges that the other Party is relying upon such representations and warranties in connection with the matters contemplated by this Agreement: (a) It it is a corporation duly organizedincorporated, amalgamated or continued and is validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, CBCA and has full the corporate power and authority and the legal right to own and operate its property and assets Assets and to carry on conduct its business as it is now being conducted businesses and as contemplated in this Agreement, including, without limitation, the right to grant the licenses it is granting perform its obligations hereunder.; (b) On the Effective Date, (i) it has the full right and authority to enter into this Agreement and perform its obligations hereunder, (ii) it is not aware of any impediment that would prevent it from entering into the Agreement or that would inhibit its ability to perform its obligations under this Agreement, (iii) it has taken all necessary corporate action on its part required to authorize the execution and delivery of this Agreement Agreement, of the Ancillary Agreements and of the Reorganization Documents by it and the performance completion by it of the transactions contemplated herein, in the Ancillary Agreements, in the Reorganization Documents, in the Plan of Arrangement and in the Tax Rulings do not and will not result in the breach of, or violate any term or provision of, its articles or by-laws; (c) neither it nor, in the case of Novelis, any of its obligations hereunderGroup members is subject to any outstanding injunction, judgment or order, of any Governmental Authority which would prevent or materially delay the transactions contemplated by this Agreement, the Ancillary Agreements, the Reorganization Documents, the Plan of Arrangement or the Tax Rulings; there are no civil, criminal or administrative claims, actions, suits, demands, proceedings, hearings or investigations pending or, to the Party's knowledge, threatened, at law, in equity or otherwise, in, before, or by, any Governmental Authority which (if successful) would prevent or materially delay the consummation of the transactions contemplated by this Agreement, the Ancillary Agreements, the Reorganization Documents, the Plan of Arrangement or the Tax Rulings; (d) the facts and other information which appear in the Rulings Applications relevant to it are accurate in all material respects and there has been no omission to state a material fact or to provide other material information relating to it that would be relevant to the granting of the Tax Rulings; (e) no dissolution, winding up, bankruptcy, liquidation or similar proceeding has been commenced, or is pending or proposed, in respect of it, except as contemplated by the Plan of Arrangement; and (f) the execution and delivery of this Agreement, of the Ancillary Agreements and of the Reorganization Documents and the completion of the transactions contemplated herein, in the Ancillary Agreements and in the Reorganization Documents, have been duly approved by its board of directors, and (iv) this Agreement has been duly executed Agreement, the Ancillary Agreements and delivered on behalf of such Party, and constitutes a the Reorganization Documents constitute legal, valid and binding obligation obligations of such Party that is enforceable against it in accordance with its terms. (c) It has not entered into any agreement with any third party that is in conflict with , subject to legislation relating to bankruptcy, insolvency, reorganization and other similar legislation of general application and other laws affecting the enforcement of creditors' rights granted generally, to general principles of equity and limitations upon the enforcement of indemnification for fines or penalties imposed by law and to the other Party under this Agreement, and has not taken any action that would in any way prevent it from granting discretionary power of the rights granted to the other Party under this Agreement, courts as regards specific performance or that would otherwise materially conflict with or materially adversely affect the rights granted to the other Party under this Agreement. Its performance and execution of this Agreement will not result in a breach of any other contract to which it is a party. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDinjunctive relief. (d) On the Effective Date, it is not aware of any action, suit, inquiry or investigation instituted by any third party that questions or threatens the validity of this Agreement. (e) All necessary consents, approvals and authorizations of all governmental authorities and other persons or entities required to be obtained by such Party in connection with the execution, delivery and performance of this Agreement have been obtained. (f) To the best of its knowledge, each Party has, on the Effective Date, the right to grant to the other Party the rights and licenses granted by such Party to the other Party pursuant to this Agreement. (g) Each Party has, on the Effective Date, the necessary qualified personnel, equipment, technical know-how and other means to perform its duties under this Agreement in a timely manner in accordance with the terms hereof.

Mutual Representations and Warranties. Each Party hereby represents and warrants to the other Party, as followsof the Effective Date, that: (a) It Such Party is a corporation duly organized, organized and validly existing under the laws of its jurisdiction of incorporation or organization, and in good standing under (to the laws extent such concept is relevant) in each jurisdiction necessary or applicable for the performance of the jurisdiction in which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including, without limitation, the right to grant the licenses it is granting hereunder. (b) On the Effective Date, (i) it has the full right and authority to enter into this Agreement and perform its obligations hereunderas set forth herein, (ii) it is except where the failure to so be in good standing would not aware of any impediment that would prevent it from entering into the Agreement or that would inhibit have a material adverse effect on its ability to perform its obligations under this Agreement, (iii) it . Such Party is duly qualified to do business in its jurisdiction of organization and has taken obtained all necessary corporate action licenses and approvals from Governmental Authorities in each jurisdiction that requires such qualification, except where the failure to so qualify or obtain licenses or approvals would not have a material adverse effect on its part required ability to authorize the execution perform its obligations under this Agreement. (b) The execution, delivery and delivery performance of this Agreement and the performance of its obligations hereunder, and (iv) this Agreement has hereunder have been duly executed approved and delivered on behalf authorized by all necessary action of such Party, and . This Agreement constitutes a the legal, valid and binding obligation of such Party that is Party, enforceable against it such Party in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship, and other laws relating to or affecting creditors’ rights generally and by general principles of equity. (c) It has not entered into any agreement with any third party that is in conflict with the rights granted to the other Party under this Agreement, The execution and has not taken any action that would in any way prevent it from granting the rights granted to the other Party under this Agreement, or that would otherwise materially conflict with or materially adversely affect the rights granted to the other Party under this Agreement. Its performance and execution delivery of this Agreement will by such Party, the performance by such Party, and the fulfillment by such Party of the provisions of this Agreement shall not (i) conflict with, violate or result in a any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under, any material indenture, contract, agreement, mortgage, deed of trust, or other contract instrument to which such Party is a party or by which it or any of its properties are bound, (ii) violate the charter or bylaws or any other equivalent organizational document of such Party, (iii) require any consent or approval under any judgment, order, memorandum of understanding, writ, decree, permit or license to which such Party is a party or by which its assets are bound, or (iv) require the consent or approval of any other party to any material contract, instrument, or commitment to which such Party is a party or by which it is a party. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDbound. (d) On There are no Proceedings pending or, to the Effective Dateactual knowledge of such Party, it is not aware threatened or contemplated against such Party (i) asserting the invalidity of this Agreement, (ii) seeking any action, suit, inquiry determination or investigation instituted ruling that could materially and adversely affect the exercise by such Party of its rights or performance by such Party of its obligations under this Agreement or (iii) seeking any third party determination or ruling that questions or threatens could materially and adversely affect the validity or enforceability of this Agreement. (e) All necessary consents, approvals and authorizations of all governmental authorities and other persons or entities required to be obtained by Neither such Party in connection nor any of its Affiliates, nor any of their officers, directors or principals is a Person (i) named on any of the following lists maintained by the US Office of Foreign Assets Control: the Specially Designated Nationals List, the Sectoral Sanctions Identifications List and Non-SDN Iranian Sanctions List, any list of geographic territories subject to comprehensive restrictions (e.g., Cuba, Iran, Sudan, Syria, North Korea, and the Crimea Region of Ukraine), (ii) named on the EU Consolidated List, the UK HM Treasury Consolidated List, the Monetary Authority of Singapore’s Lists of Designated Individuals and Entities, or the Consolidated United Nations Security Council Sanctions List, (iii) which resides or transacts, or is organized under the laws of a country (1) designated as non-cooperative with anti-money laundering laws by a Governmental Authority, including the Financial Action Task Force, or (2) designated as warranting USA Patriot Act Section 311 “special measures,” (iv) which operates under an offshore banking license that prohibits such Person from conducting banking activities with the executioncitizens of, delivery and performance of this Agreement have been obtained. (f) To or with the best of its knowledge, each Party has, on the Effective Datelocal currency of, the right to grant to country that issued the other Party license, or (v) which is a “foreign shell bank” or a “senior foreign political figure” as such terms are defined in the rights and licenses granted by such Party to the other Party pursuant to this AgreementUSA PATRIOT Act. (g) Each Party has, on the Effective Date, the necessary qualified personnel, equipment, technical know-how and other means to perform its duties under this Agreement in a timely manner in accordance with the terms hereof.

Mutual Representations and Warranties. Each Party hereby represents and warrants to and in favour of, and covenants with, the other Party as followsfollows and acknowledges that the other Party is relying upon the following representations, warranties and covenants in connection with its execution delivery and performance of this Agreement and the consummation of the transactions contemplated hereunder: (a) It the Party is a corporation duly organized, validly formed and existing and in good standing under the laws of the its jurisdiction in which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including, without limitation, the right to grant the licenses it is granting hereunder.of formation; (b) On the Effective DateParty has all necessary power, (i) it has the full right authority and authority capacity to enter into this Agreement and to perform its obligations under this Agreement. The execution delivery and performance of this Agreement has been duly authorized by all necessary action of the Party. This Agreement has been duly and validly executed by the Party and constitutes a valid and binding obligation of the Party enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization and similar laws affecting creditors generally and by general principles of equity regardless of whether asserted in a proceeding in equity or law; (c) the authorization of, execution and delivery of and the performance by the Party of its obligations under, this Agreement and every other agreement or document to be entered into or delivered hereunder, will not constitute or result in the violation or breach of or default under or cause the acceleration of, any obligations of the Party under: (i) any term or provision of the articles by-law or other constating documents of the Party; (ii) the terms of any material agreement (written or oral), indenture, instrument or understanding or other obligation or restriction to which the Party is a party or by which it is bound except as would not aware of any impediment that would prevent it from entering into reasonably be expected to have a material adverse effect on the Agreement or that would inhibit its Party's ability to perform its obligations under this Agreement, ; (iii) it has taken all necessary corporate action any Applicable Law or consent or approval issued by a Governmental Authority, except as would not reasonably be expected to have a material adverse effect on its part required the Party's ability to authorize the execution and delivery of this Agreement and the performance of perform its obligations hereunder, and under this Agreement; or (iv) this Agreement has been duly executed and delivered on behalf any term or provision of such Party, and constitutes a legal, valid and binding obligation any order of such Party that is enforceable against it in accordance with its terms. (c) It has not entered into any agreement with any third party that is in conflict with the rights granted court applicable to the other Party except as would not reasonably be expected to have a material adverse effect on the Party's ability to perform its obligations under this Agreement, and has not taken any action that would in any way prevent it from granting the rights granted to the other Party under this Agreement, or that would otherwise materially conflict with or materially adversely affect the rights granted to the other Party under this Agreement. Its performance and execution of this Agreement will not result in a breach of any other contract to which it is a party. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (d) On the Effective Dateexcept as contemplated by Article 2 hereof, it is not aware no consent or approval of any actionGovernmental Authority or filing with or notice to any Governmental Authority, suit, inquiry court or investigation instituted by any third party that questions other Person is required in connection with the execution delivery or threatens the validity performance of this Agreement by the Party, except for any such consent, approval, filing or notice that would not have a materially adverse effect on the Party's ability to perform its obligations under this Agreement.· (e) All the Party has conducted and is conducting its business in compliance in all material respects with all Applicable Laws and has held and maintained and will hold and maintain in good standing all necessary consentslicenses, approvals and leases, permits authorizations of all governmental authorities and other persons approvals necessary to permit it to conduct its business or entities required to be obtained by such Party in connection with own, lease or operate its properties and assets, except where the executionfailure to obtain any license, delivery and performance of this Agreement lease, permit, authorization or other approval would not have been obtained.a material adverse effect on the Party; (f) To there are no actions, suits or proceedings judicial or administrative (whether or not purportedly on behalf of the Party) pending, or to the best of the knowledge of the Party after due inquiry, threatened against or affecting the Party at law or in equity, or before or by any court or other Governmental Authority, domestic or foreign , that would materially adversely affect the Party's ability to perform its obligations under this Agreement; and (g) there are no Bankruptcy Proceedings pending or being contemplated by the Party or, to the best of its knowledge, each Party has, on knowledge after due inquiry threatened against or affecting the Effective Date, the right to grant to the other Party the rights and licenses granted by such Party to the other Party pursuant to this AgreementParty. (g) Each Party has, on the Effective Date, the necessary qualified personnel, equipment, technical know-how and other means to perform its duties under this Agreement in a timely manner in accordance with the terms hereof.

Mutual Representations and Warranties. Each Party hereby represents and warrants to the other Party as followsof the Effective Date that: (a) It such Party is a corporation or entity duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, of its incorporation and has full corporate power and authority to execute and the legal right to own and operate its property and assets deliver this Agreement and to carry on its business as it is now being conducted out the provisions hereof and as contemplated in this Agreement, including, without limitation, the right to grant the licenses it is granting hereunder.thereof; (b) On the Effective Datesuch Party is duly authorized, (i) it has the full right by all requisite corporate action, to execute and authority to enter into deliver this Agreement and perform its obligations hereunderto carry out the provisions hereof and thereof, (ii) it is not aware of any impediment that would prevent it from entering into and the Agreement or that would inhibit its ability to perform its obligations under this Agreement, (iii) it has taken all necessary corporate action on its part required to authorize the execution and delivery of Person executing this Agreement and the performance of its obligations hereunder, and (iv) this Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid and binding obligation of such Party that is enforceable against it in accordance with its terms.duly authorized to do so by all requisite corporate action; (c) It has not entered into any agreement with any third party that is in conflict with the rights granted to the other Party under this Agreementno consent, and has not taken any action that would in any way prevent it from granting the rights granted to the other Party under this Agreementapproval, order or authorization of, or that would otherwise materially conflict with registration, qualification, designation, declaration or materially adversely affect filing with, any federal, state or local governmental authority is required on the rights granted to the other Party under this Agreement. Its performance and execution part of this Agreement will not result in a breach of any other contract to which it is a party. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (d) On the Effective Date, it is not aware of any action, suit, inquiry or investigation instituted by any third party that questions or threatens the validity of this Agreement. (e) All necessary consents, approvals and authorizations of all governmental authorities and other persons or entities required to be obtained by such Party in connection with the valid execution, delivery and performance of this Agreement have been obtained.Agreement, except where the failure to obtain any of the foregoing could not, individually or in the aggregate, reasonably be expected to materially adversely affect such Party’s ability to consummate the transactions contemplated herein or therein or perform its obligations hereunder or thereunder; (fd) To the best of its knowledge, each Party has, on the Effective Date, the right to grant to the other Party the rights this Agreement is a legal and licenses granted by valid obligation binding upon such Party to the other Party pursuant to this Agreement. (g) Each Party has, on the Effective Date, the necessary qualified personnel, equipment, technical know-how and other means to perform its duties under this Agreement in a timely manner enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws; and (e) the execution, delivery and performance by it of this Agreement and its compliance with the terms hereofand provisions of this Agreement does not and will not (i) conflict with or result in a violation or breach of any of the terms, conditions or provisions of its certificate or articles of incorporation or by-laws (or other comparable corporate charter documents); (ii) conflict with or result in a violation or breach of any term or provision of any law or order applicable to it; or (iii) (A) conflict with or result in a violation or breach of, (B) constitute (with or without notice or lapse of time or both) a default under, or (C) require it to obtain any consent, approval or action of, make any filing with or give any notice to any Person as a result or under the terms of, any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which such Party or any of its Affiliates is a party or by which such Party or any of its Affiliates or any of their respective properties or assets may be bound; except, in the case of (i), (ii) and (iii) above, which could not, individually or in the aggregate, reasonably be expected to materially adversely affect its ability to consummate the transactions contemplated herein or perform its obligations hereunder.

Mutual Representations and Warranties. Each Without limiting the representations and warranties made by the Parties in any other Implementing Document, each Party hereby represents and warrants to the other Party as followsof the date hereof: (a) It it is a corporation duly organized, organized and validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, of its formation and has the full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreementexecute, including, without limitation, the right to grant the licenses it is granting hereunder. (b) On the Effective Date, (i) it has the full right and authority to enter into this Agreement deliver and perform its obligations hereunder, (ii) it is not aware of any impediment that would prevent it from entering into the Agreement or that would inhibit its ability to perform its obligations under this Agreement, (iii) it has taken all necessary corporate action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder, and (iv) this Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid and binding obligation of such Party that is enforceable against it in accordance with its terms. (c) It has not entered into any agreement with any third party that is in conflict with the rights granted to the other Party under this Agreement, and has not taken any action that would in any way prevent it from granting the rights granted to the other Party under this Agreement, or that would otherwise materially conflict with or materially adversely affect the rights granted to the other Party under this Agreement. Its performance and execution of this Agreement will not result in a breach of any other contract Implementing Documents to which it is a party. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.and to consummate the transactions contemplated by this Agreement and the other Implementing Documents to which it is a party; (db) On the Effective Date, it is not aware of any action, suit, inquiry or investigation instituted by any third party that questions or threatens the validity of this Agreement. (e) All necessary consents, approvals and authorizations of all governmental authorities and other persons or entities required to be obtained by such Party in connection with the execution, delivery and performance of this Agreement and the other Implementing Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby have been obtained.duly authorized by all necessary corporate action on its part; (fc) To the best of its knowledge, each Party has, on the Effective Date, the right to grant to this Agreement and the other Party the rights Implementing Documents to which it is a party that have been executed and licenses granted by such Party to the other Party pursuant to this Agreement. (g) Each Party hasdelivered on its behalf, on the Effective Datehave been duly executed and delivered and constitute its legal, the necessary qualified personnelvalid, equipment, technical know-how and other means to perform its duties under this Agreement in a timely manner binding obligations enforceable against it in accordance with the terms hereofof this Agreement and such other Implementing Documents, respectively; (d) the execution, delivery and performance of this Agreement and the other Implementing Documents to which it is a party and the consummation of the transactions contemplated by this Agreement and such Implementing Documents do not (i) violate (A) any law or any governmental rule or regulation applicable to it, in any material respect, (B) memorandum and articles of incorporation, bylaws or other charter or organizational documents, or (C) any material order, judgment or decree of any court, governmental body or administrative or other agency having jurisdiction over it; or (ii) conflict with, result in a breach of or constitute a default under any contract or agreement to which it is a party or by which it is bound; (e) no consent, approval or authorization of or from any third party, including any governmental entity, whether prescribed by law, regulation, contract or agreement, is required in order for its execution or delivery of this Agreement and the other Implementing Documents to be effective, except for such filings with the U.S. Securities and Exchange Commission as may be required under Sections 13 and 16 of the Securities Exchange Act of 1934, as amended; and (f) there is no action, suit, proceeding, inquiry or investigation before or by any governmental entity or any self-regulatory organization or body pending or, to its knowledge, threatened against or affecting it that challenges, or may have the effect of preventing, delaying, making illegal, or otherwise interfering with, this Agreement, any other Implementing Document or any other agreements, instruments and documents executed and delivered or to be executed and delivered by it in connection with this Agreement.

Mutual Representations and Warranties. Each Party hereby represents and warrants to the other Party as follows: (a) It 2.1.1. Such Party is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction state, province or country in which it is incorporated, and . 2.1.2. Such Party (a) has full the corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including, without limitation, the right to grant the licenses it is granting hereunder. (b) On the Effective Date, (i) it has the full right and authority to enter into this Agreement and to perform its obligations hereunder, and (iib) it is not aware of any impediment that would prevent it from entering into the Agreement or that would inhibit its ability to perform its obligations under this Agreement, (iii) it has taken all necessary corporate action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder, and (iv) this . This Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid and valid, binding obligation of obligation, enforceable against such Party that is enforceable against it in accordance with its terms. (c) It has not entered into any agreement with any third party that is in conflict with the rights granted to the other Party under this Agreement, and has not taken any action that would in any way prevent it from granting the rights granted to the other Party under this Agreement, or that would otherwise materially conflict with or materially adversely affect the rights granted to the other Party under this Agreement2.1.3. Its performance and execution of this Agreement will not result in a breach of any other contract to which it is a party. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (d) On the Effective Date, it is not aware of any action, suit, inquiry or investigation instituted by any third party that questions or threatens the validity of this Agreement. (e) All necessary consents, approvals and authorizations of all governmental authorities and other persons or entities Persons required to be obtained by such Party in connection with the execution, delivery and performance of entering into this this Agreement have been obtained. (f) To the best 2.1.4. The execution and delivery of its knowledge, each Party has, on the Effective Date, the right to grant to the other Party the rights and licenses granted by such Party to the other Party pursuant to this Agreement. (g) Each Party has, on the Effective Date, the necessary qualified personnel, equipment, technical know-how and other means to perform its duties under this Agreement in and the performance of such Party’s obligations hereunder (a) do not conflict with or violate any requirement of applicable laws or regulations, and (b) do not conflict with, or constitute a timely manner in accordance with the terms hereofdefault under, any contractual obligation of it. ___________________ ***** VISTAGEN THERAPEUTICS, INC. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS DOCUMENT, WHICH ARE INDICATED BY [*****], BE AFFORDED CONFIDENTIAL TREATMENT. VISTAGEN THERAPEUTICS, INC. HAS SEPARATELY FILED THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION.

Mutual Representations and Warranties. Each Party hereby represents and warrants to the other Party as follows: (a) It Such Party (i) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction state in which it is incorporated, and organized; (ii) has full corporate the power and authority and the legal right to own and operate its property and assets, to lease the property and assets it operates under lease, and to carry on its business as it is now being conducted conducted; and as contemplated (iii) is in this Agreementcompliance with all requirements of applicable law, including, without limitation, except to the right to grant the licenses it is granting hereunder. (b) On the Effective Date, (i) it has the full right and authority to enter into this Agreement and perform its obligations hereunder, (ii) it is extent that any noncompliance would not aware of any impediment that would prevent it from entering into the Agreement or that would inhibit its materially adversely affect such Party's ability to perform its obligations under this the Agreement. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. (iiib) it Such Party (i) has the power and authority and the legal right to enter into the Agreement and to perform its obligations hereunder, and (ii) has taken all necessary corporate action on its part required to authorize the execution and delivery of this the Agreement and the performance of its obligations hereunder, and (iv) this . The Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid and valid, binding obligation of obligation, enforceable against such Party that is enforceable against it in accordance with its terms. (c) It has not entered into any agreement with any third party that is in conflict with the rights granted to the other Party under this Agreement, and has not taken any action that would in any way prevent it from granting the rights granted to the other Party under this Agreement, or that would otherwise materially conflict with or materially adversely affect the rights granted to the other Party under this Agreement. Its performance and execution of this Agreement will not result in a breach of any other contract to which it is a party. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (d) On the Effective Date, it is not aware of any action, suit, inquiry or investigation instituted by any third party that questions or threatens the validity of this Agreement. (e) All necessary consents, approvals and authorizations of all governmental authorities and other persons or entities required to be obtained by such Party in connection with the execution, delivery and performance of this Agreement have been obtained. (fd) To The execution and delivery of the best Agreement and the performance of its knowledgesuch Party's obligations hereunder (i) do not conflict with or violate any requirement of applicable laws or regulations or any material contractual obligation of such Party, each Party hasand (ii) do not materially conflict with, on the Effective Date, the right to grant to the other Party the rights and licenses granted by or constitute a material default or require any consent under any material contractual obligation of such Party to the other Party pursuant to this AgreementParty. (g) Each Party has, on the Effective Date, the necessary qualified personnel, equipment, technical know-how and other means to perform its duties under this Agreement in a timely manner in accordance with the terms hereof.

Mutual Representations and Warranties. Each Party of Medifocus and JV hereby represents and warrants to the other as of the date hereof as follows: (a) It is a corporation the execution, delivery and performance of this Agreement by such party have been duly organized, validly existing and in good standing under authorized by all necessary action on the laws part of the jurisdiction in which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including, without limitation, the right to grant the licenses it is granting hereunder.such party; (b) On the Effective Date, (i) it has the full right and authority to enter into this Agreement and perform its obligations hereunder, (ii) it is not aware of any impediment that would prevent it from entering into the Agreement or that would inhibit its ability to perform its obligations under this Agreement, (iii) it has taken all necessary corporate action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder, and (iv) this Agreement has been duly executed and delivered on behalf of by such Partyparty and, assuming due authorization, execution and delivery by the other party, constitutes a legal, valid and binding obligation of such Party that is party, enforceable against it such party in accordance with its terms., subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other laws relating to or affecting the rights of creditors generally (including, without limitation, fraudulent conveyance laws) and (ii) the exercise of judicial discretion in accordance with general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance, or injunctive relief; (c) It has not entered into any agreement with any third party that is in conflict with the rights granted to the other Party under this Agreement, and has not taken any action that would in any way prevent it from granting the rights granted to the other Party under this Agreement, or that would otherwise materially conflict with or materially adversely affect the rights granted to the other Party under this Agreement. Its performance and execution of this Agreement will not result in a breach of any other contract to which it is a such party. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (d) On the Effective Date, it is not aware of any action, suit, inquiry or investigation instituted by any third party that questions or threatens the validity of this Agreement. (e) All necessary consents, approvals and authorizations of all governmental authorities and other persons or entities required to be obtained by such Party in connection with the ’s execution, delivery and performance of this Agreement have been obtained.and the consummation of the transactions contemplated hereby and thereby do not and will not (i) violate, conflict with or result in the breach of any provision of the certificate of incorporation or by-laws of such party, (ii) conflict with or violate any Law or governmental order applicable to such party or its assets, properties or businesses, or (iii) conflict with, result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, or result in the creation of any encumbrance on any of its outstanding shares of common stock or preferred stock or any of the assets or properties of such party pursuant to, any note, bond, mortgage or indenture, contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement to which it is a party or by which any of such party’s shares of common stock or preferred stock or any of the party’s assets or properties is bound or affected; (d) it is not a party to any litigation relating to, or that could reasonably be expected to affect, its ability to perform its obligations under this Agreement; (e) the regulatory data it provides to the other party is complete and accurate in all material respects; and (f) To in the best course of its knowledgethe development and commercialization of the Products, each Party has, on such party shall not have used during the Effective Date, the right to grant to the other Party the rights and licenses granted by such Party to the other Party pursuant to Term of this Agreement, any employee or consultant that has been debarred, or to such party’s knowledge is the subject of debarment proceedings, by the FDA, SFDA or any other Regulatory Authority. (g) Each Party has, on the Effective Date, the necessary qualified personnel, equipment, technical know-how and other means to perform its duties under this Agreement in a timely manner in accordance with the terms hereof.

Mutual Representations and Warranties. Each Party of the Parties hereby represents and warrants warrants, as of the Execution Date and the Effective Date to the other Party as follows: (a) It 12.1.1 it is a corporation duly organized, organized and validly existing and in good standing under the laws Applicable Law of the its jurisdiction in which of incorporation and it is incorporated, and has full corporate power and authority and the legal right has taken all corporate action necessary to own enter into and operate its property perform this Agreement (and, with respect to BeiGene, BeiGene shall have obtained all necessary approvals to execute and assets and to carry perform this Agreement on its business as it is now being conducted and as contemplated in this Agreement, including, without limitation, the right to grant the licenses it is granting hereunder. (b) On or before the Effective Date, (i) it has the full right and authority to enter into ); 12.1.2 this Agreement is a legal and perform its obligations hereunder, (ii) it is not aware of any impediment that would prevent it from entering into the Agreement or that would inhibit its ability to perform its obligations under this Agreement, (iii) it has taken all necessary corporate action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder, and (iv) this Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid and obligation binding obligation of upon such Party that is and enforceable against it in accordance with its terms. (c) It has not entered into any agreement with any third party that is in conflict with the rights granted to the other Party under this Agreement, and has not taken any action that would in any way prevent it from granting the rights granted to the other Party under this Agreement, or that would otherwise materially conflict with or materially adversely affect the rights granted to the other Party under this Agreement. Its performance and execution of this Agreement will not result in a breach of any other contract to which it is a party. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (d) On the Effective Date, it is not aware of any action, suit, inquiry or investigation instituted by any third party that questions or threatens the validity of this Agreement. (e) All necessary consents, approvals and authorizations of all governmental authorities and other persons or entities required to be obtained by such Party in connection with the The execution, delivery and performance of this Agreement, and compliance with its terms and provisions, and the consummation of the transaction contemplated hereby, by such Party will not conflict, interfere or be inconsistent with, result in any material breach of or constitute a material default under, any agreement, instrument or understanding, oral or written, to which it is a party or by which it is bound, nor to its knowledge violate any Applicable Law. The person or persons executing this Agreement on such Party’s behalf have been obtained.duly authorized to do so by all requisite corporate action; (f) To the best 12.1.3 neither it nor any of its knowledgedirectors, each Party hasofficers, on nor any of its employees has been debarred, excluded or the Effective Datesubject of debarment or exclusion proceedings by any Governmental Authority; 12.1.4 neither it, the nor its officers or directors are Sanctioned Persons; 12.1.5 it has not granted any right to grant any Third Party relating to any intellectual property or proprietary right licensed, granted or assigned by it to the other Party hereunder that conflicts with the rights and licenses licensed, granted by such Party or assigned to the other Party pursuant hereunder; 12.1.6 to its knowledge, it and each of its Representatives have at all times complied with Proper Conduct Practices in connection with the Products (this Agreement.Section 12.1.5 shall not apply to matters publicly disclosed by Amgen or its Affiliates in filings with the U.S. Securities and Exchange Commission); and (g) Each Party has12.1.7 it has established and maintains reasonable internal policies and controls, on the Effective Dateincluding codes of conduct and ethics and reasonable reporting requirements, the necessary qualified personnelintended to ensure compliance with Anti-Corruption Laws, equipmentInternational Trade Laws, technical know-how and other means Applicable Law, to perform its duties under this Agreement in a timely manner in accordance with the terms hereofextent applicable to such Party, including healthcare compliance, privacy laws and data protection laws.

Mutual Representations and Warranties. Each Party hereby CTI, PolaRx and PharmaBio each represents and warrants solely with respect to itself to the other as follows: of the Effective Date that: (a) It it is a corporation company duly organized, validly existing existing, and in good standing under the laws of the its jurisdiction in which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including, without limitation, the right to grant the licenses it is granting hereunder. of incorporation; (b) On the Effective Date, (i) it has the full right and authority to enter into this Agreement and perform its obligations hereunder, (ii) it is not aware of any impediment that would prevent it from entering into duly qualified as a corporation and in good standing in each jurisdiction where the Agreement failure to be so qualified or that would inhibit its ability in good standing has or could reasonably be expected to perform its obligations under this Agreement, (iii) it has taken all necessary corporate action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder, and (iv) this Agreement has been duly executed and delivered on behalf of such Party, and constitutes have a legal, valid and binding obligation of such Party that is enforceable against it in accordance with its terms. Material Adverse Effect; (c) It has not entered into any agreement with any third party that is in conflict with the rights granted to the other Party under this Agreement, and has not taken any action that would in any way prevent it from granting the rights granted to the other Party under this Agreement, or that would otherwise materially conflict with or materially adversely affect the rights granted to the other Party under this Agreement. Its performance and execution of this Agreement will not result in a breach of any other contract to which it is a party. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (d) On the Effective Date, it is not aware of any action, suit, inquiry or investigation instituted by any third party that questions or threatens the validity of this Agreement. (e) All necessary consents, approvals and authorizations of all governmental authorities and other persons or entities required to be obtained by such Party in connection with the execution, delivery and performance of this Agreement have by it is within its corporate power and has been obtained. duly authorized by all necessary action on its part; (fd) To the best execution, delivery and performance by it of the Transaction Documents to which it is a party do not and shall not (i) violate any provision of its knowledgearticles of incorporation or bylaws or any law or governmental rule or regulation applicable to it, each Party has(ii) conflict with, on result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material agreement to which it is a party or by which its assets are bound, (iii) result in or require the Effective Date, the right to grant creation or imposition of any lien upon any of its properties or assets (other than pursuant to the other Transaction Documents), (in each case, except for such breaches, conflicts or defaults that do not have or are not reasonably likely to, individually or in the aggregate, have a Material Adverse Effect), or (iv) require or be subject to any consent or approval of any Third Party or governmental entity whether under any agreement or otherwise, except where failure to obtain such consent or approval does not result in, or is not reasonably likely to result in, a Material Adverse Effect; and (e) each Transaction Document to which it is a party has been duly executed and delivered and is the rights legally valid and licenses granted by such Party to the other Party pursuant to this Agreement. (g) Each Party hasbinding obligation, on the Effective Date, the necessary qualified personnel, equipment, technical know-how and other means to perform its duties under this Agreement in a timely manner enforceable against it in accordance with the terms hereofthereof, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles (regardless of whether enforcement is sought in equity or at law).

Mutual Representations and Warranties. Each Party hereby represents and warrants to the other Party as followsof [***] that: (a) It such Party is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, and organized; (b) such Party: (i) has full corporate the requisite power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including, without limitation, the right to grant the licenses it is granting hereunder. (b) On the Effective Date, (i) it has the full right and authority to enter into this Agreement and to perform its obligations hereunder, and (ii) it is not aware of any impediment that would prevent it from entering into the Agreement or that would inhibit its ability to perform its obligations under this Agreement, (iii) it has taken all necessary corporate requisite action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder, and ; (ivc) this Agreement has been duly executed and delivered on behalf of such Party, Party and constitutes is a legal, valid and binding obligation of on such Party, enforceable against such Party that is enforceable against it in accordance with its terms. (c) It has not entered into any agreement with any third party that is in conflict with the rights granted to the other Party under this Agreement, and has not taken any action that would in any way prevent it from granting the rights granted to the other Party under this Agreement, or that would otherwise materially conflict with or materially adversely affect the rights granted to the other Party under this Agreement. Its performance and execution of this Agreement will not result in a breach of any other contract to which it is a party. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.; (d) On the Effective Date, it is not aware of any action, suit, inquiry or investigation instituted by any third party that questions or threatens the validity of this Agreement. (e) All all necessary consents, approvals and authorizations of all governmental authorities Governmental Authorities and other persons or entities Persons required to be obtained by such Party in connection with the executionexecution and delivery of this Agreement, delivery and the transactions contemplated by this Agreement, or the performance by such Party of its obligations under this Agreement have been obtained., except (i) in each case, to the extent required to conduct Clinical Trials or to seek or obtain Regulatory Approvals or other applicable Regulatory Materials and (ii) as set forth in Article 15; (e) the execution and delivery of this Agreement and the performance of such Party’s obligations hereunder: (i) do not conflict with or violate any requirement of Applicable Laws, regulations or orders of Governmental Authorities, (ii) do not conflict with, or constitute a breach or default under, any contractual obligation of such Party, and (iii) do not conflict with or result in a breach of any provision of the organizational documents of such Party; and (f) To (i) [***], any employee, agent or subcontractor of such Party involved or to be involved in the best Development of its knowledgethe Licensed Products has been debarred under Subsection (a) or (b) of Section 306 of the Act (each, each Party has, on a “Debarred Person”); (ii) no Debarred Person [***] to have been debarred under Subsection (a) or (b) of Section 306 of the Effective Date, the right to grant to the other Party the rights and licenses granted Act will be employed by such Party to in the other Party pursuant to this Agreementperformance of any activities hereunder; and (iii) [***], no Debarred Person on any of the FDA clinical investigator enforcement lists (including the (1) Disqualified/Totally Restricted List, (2) Restricted List and (3) Adequate Assurances List) will participate in the performance of any activities hereunder. (g) Each Party has, on the Effective Date, the necessary qualified personnel, equipment, technical know-how and other means to perform its duties under this Agreement in a timely manner in accordance with the terms hereof.

Mutual Representations and Warranties. Each Party hereby represents and warrants to each of the other Parties as followsfollows and acknowledges that the other Parties are relying on such representations and warranties in connection with entering into this Agreement and consummating the Arrangement: (a) It it is a corporation duly organizedincorporated, amalgamated or continued and is validly existing and in good standing under the laws of the its governing jurisdiction in which it is incorporated, and has full the corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including, without limitation, the right to grant the licenses it is granting hereunder. (b) On the Effective Date, (i) it has the full right and authority to enter into this Agreement and and, subject to obtaining the requisite approvals contemplated hereby, to perform its obligations hereunder; (b) except as disclosed in the Circular or in writing to the other Parties, the execution and delivery of this Agreement by it and the completion by it of the transactions contemplated herein do not and will not: (i) result in the breach of, or violate any term or provision of, its articles or by-laws; (ii) conflict with, result in the breach of, constitute a default under, or accelerate or permit the acceleration of the performance required by, any agreement, instrument, license, permit or authority to which it is not aware a party or by which it is bound, or to which any assets of such Party are subject, or result in the creation of any impediment that Encumbrance upon any of its assets under any such agreement or instrument, or give to others any interest or right, including rights of purchase, termination cancellation or acceleration, under any such agreement, instrument, license, permit or authority, which in any case would prevent it from entering into the Agreement or that would inhibit its ability to perform its obligations under this Agreement, have a material adverse effect on it; or (iii) it violate any provisions of any Applicable Law or any judicial or administrative award, judgement, order or decree applicable and known to it, the violation of which would have a material adverse effect on it; (c) no dissolution, winding-up, bankruptcy, liquidation or similar proceeding has taken all necessary corporate action on its part required been commenced or is pending or, to authorize such Party’s knowledge, is proposed in respect of it, except as contemplated by the Plan of Arrangement; and (d) the execution and delivery of this Agreement and the performance completion of the transaction contemplated herein have been duly approved by its obligations hereunderboard of directors, and (iv) this Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid and binding obligation of such Party that is enforceable against it in accordance with its terms. (c) It has not entered into any agreement with any third party that is in conflict with the rights granted , subject to the other Party under this Agreementbankruptcy, and has not taken any action that would in any way prevent it from granting the rights granted to the other Party under this Agreement, or that would otherwise materially conflict with or materially adversely affect the rights granted to the other Party under this Agreement. Its performance and execution of this Agreement will not result in a breach of any other contract to which it is a party. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (d) On the Effective Date, it is not aware of any action, suit, inquiry or investigation instituted by any third party that questions or threatens the validity of this Agreement. (e) All necessary consents, approvals and authorizations of all governmental authorities insolvency and other persons laws affecting the enforcement of creditors’ rights generally and to general principles of equity and limitations upon the enforcement of indemnification for fines or entities required to be obtained penalties imposed by such Party in connection with the execution, delivery and performance of this Agreement have been obtainedlaw. (f) To the best of its knowledge, each Party has, on the Effective Date, the right to grant to the other Party the rights and licenses granted by such Party to the other Party pursuant to this Agreement. (g) Each Party has, on the Effective Date, the necessary qualified personnel, equipment, technical know-how and other means to perform its duties under this Agreement in a timely manner in accordance with the terms hereof.

Mutual Representations and Warranties. Each Party hereby Arcus and WuXi each represents and warrants to the other as followsof the Effective Date: 7.1.1 Such Party (ai) It is a corporation company duly organized, validly existing and in good standing under the laws Applicable Laws of the jurisdiction in which it is incorporated, of its organization; and (ii) has full the requisite corporate power and authority and the legal right to own and operate its property and assets enter into this Agreement and to carry on its business as it is now being conducted and as contemplated in out the provisions of this Agreement; 7.1.2 The execution, delivery and performance of this Agreement by such Party, including, without limitation, in the right to case of WuXi, the license grant under Section 2.1 and the licenses it is granting hereunder. (b) On the Effective Date, (i) it has the full right and authority to enter into this Agreement and perform its obligations hereunder, (ii) it is not aware delivery by WuXi of any impediment that would prevent it from entering into the Agreement or that would inhibit its ability Licensed Technology to perform its obligations Arcus for use as contemplated under this Agreement, (i) do not conflict with any provision of the organizational documents of such Party; (ii) will not, to such Party’s knowledge, violate any Applicable Laws including any order or decree of any court or Governmental Authority; and (iii) it has taken all necessary corporate action on its part required will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement or other instrument to authorize which such Party is a party, or by which such Party is bound or becomes bound during the execution and delivery of this Agreement and the performance of its obligations hereunder, and (iv) this Term; and 7.1.3 This Agreement has been duly executed and delivered on behalf of by such Party, Party and constitutes a legal, valid and binding obligation of such Party that is Party, enforceable against it such Party in accordance with its terms. The execution, delivery and performance of this Agreement by it does not materially conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it is bound, nor violate any Applicable Law. (c) 7.1.4 It has not entered into granted, and shall not grant during the Term, any agreement with right to any third party that is in Third Party which would materially conflict with the rights granted to the other Party under this Agreementhereunder. It has, and has not taken any action covenants that would it shall, maintain and keep in any way prevent full force and effect all agreements necessary to perform its obligations hereunder. Each Party further covenants that it from granting the rights granted will at all times comply with all Applicable Laws relating to the other Party under this Agreementimport and export of Licensed Products, or that would otherwise materially conflict with any materials or materially adversely affect components related thereto, during the rights granted to the other Party under this Agreement. Its performance and execution of this Agreement will not result in a breach of any other contract to which it is a party. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (d) On the Effective Date, it is not aware of any action, suit, inquiry or investigation instituted by any third party that questions or threatens the validity Term of this Agreement. (e) All necessary consents, approvals and authorizations of all governmental authorities and other persons or entities required to be obtained by such Party in connection with the execution, delivery and performance of this Agreement have been obtained. (f) To the best of its knowledge, each Party has, on the Effective Date, the right to grant to the other Party the rights and licenses granted by such Party to the other Party pursuant to this Agreement. (g) Each Party has, on the Effective Date, the necessary qualified personnel, equipment, technical know-how and other means to perform its duties under this Agreement in a timely manner in accordance with the terms hereof.

Mutual Representations and Warranties. Each Kadmon and AbbVie, each for itself and its Affiliates, represent and warrant to the other Party hereby represents and warrants as followsof the Effective Date: (a) It the execution, delivery to the other Party and performance by it of this Agreement and its compliance with the terms and provisions of this Agreement do not and will not conflict, in any material respect, with, or result in a breach of, any of the terms or provisions of: (i) any other contractual obligations of, or contractual prohibitions on, such Party, including any settlement agreements; (ii) the provisions of its charter, operating documents or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which it or any of its property is bound except where such breach or conflict would not materially impact the warranting Party’s ability to meet its obligations hereunder; b) this Agreement is a corporation legal and valid obligation binding upon such Party and enforceable in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity; c) such Party is duly organized, validly existing and in good standing under the laws of the state or other jurisdiction in which it is incorporated, of incorporation or formation and has full corporate or limited liability company, as the case may be, power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including, without limitation, the right to grant the licenses it is granting hereunder. (b) On the Effective Date, (i) it has the full right and authority to enter into this Agreement and perform its obligations hereunderto carry out the provisions hereof; d) such Party is duly authorized, (ii) it is not aware of any impediment that would prevent it from entering into the Agreement or that would inhibit its ability by all requisite corporate action, to perform its obligations under this Agreement, (iii) it has taken all necessary corporate action on its part required to authorize the execution execute and delivery of deliver this Agreement and the performance of its obligations hereunder, and (iv) this Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid and binding obligation of such Party that is enforceable against it in accordance with its terms. (c) It has not entered into any agreement with any third party that is in conflict with the rights granted to the other Party under this Agreement, and has not taken any action that would in any way prevent it from granting the rights granted to the other Party under this Agreement, or that would otherwise materially conflict with or materially adversely affect the rights granted to the other Party under this Agreement. Its performance and execution of this Agreement will not result in a breach of any other contract to which it is a party. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (d) On the Effective Date, it is not aware of any action, suit, inquiry or investigation instituted by any third party that questions or threatens the validity of this Agreement. (e) All necessary consents, approvals and authorizations of all governmental authorities and other persons or entities required to be obtained by such Party in connection with the execution, delivery and performance of this Agreement have been obtained. (f) To the best of its knowledge, each Party has, on the Effective Date, the right to grant to the other Party the rights and licenses granted by such Party does not require any shareholder action or approval, and the person executing this Agreement on behalf of such Party is duly authorized to do so by all requisite corporate or limited liability company, as the case may be, action; e) no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of such Party in connection with the valid execution, delivery and performance of this Agreement; and f) such Party has not been, and no Person currently or formerly working for such Party and involved in the development, manufacture or commercialization of the Product has been: i. debarred, disqualified or excluded by the FDA (or subject to a similar sanction by any regulatory authority outside the Territory); ii. the subject of an FDA debarment, disqualification or exclusion investigation or proceeding (or similar proceeding by any regulatory authority outside the Territory) and iii. each Party shall immediately, within one (1) Business Day, notify the other in the event that it or any Person working for such Party pursuant to this Agreementshould become debarred, disqualified or excluded or the subject of an FDA debarment, disqualification or exclusion investigation or proceeding. (g) Each Party has, on the Effective Date, the necessary qualified personnel, equipment, technical know-how and other means to perform its duties under this Agreement in a timely manner in accordance with the terms hereof.

Mutual Representations and Warranties. Each Party hereby represents and warrants to the other Party, as followsof the Execution Date, and as of the Effective Date (as though then made), that: (a) It 10.1.1. such Party is a corporation duly organized, validly existing existing, and in good standing under the laws Laws of the its jurisdiction in which it is incorporated, and of incorporation or formation; 10.1.2. such Party has full all requisite corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including, without limitation, the right to grant the licenses it is granting hereunder. (b) On the Effective Date, (i) it has the full right and corporate authority to enter into this Agreement and perform its obligations hereunder, (ii) it is not aware of any impediment that would prevent it from entering into the Agreement or that would inhibit its ability to perform carry out its obligations under this Agreement, (iii) it has taken ; 10.1.3. all necessary requisite corporate action on the part of such Party and its part directors and stockholders required to authorize by Law for the execution authorization, execution, and delivery by such Party of this Agreement Agreement, and the performance of its all obligations hereunderof such Party under this Agreement, has been taken; 10.1.4. the execution, delivery, and performance of this Agreement, and compliance with the provisions of this Agreement, by such Party do not and will not: (iva) this Agreement has been duly executed and delivered on behalf violate any provision of Law or any ruling, writ, injunction, order, permit, judgment, or decree of any Governmental Authority; (b) constitute a breach of, or default under (or an event that, with notice or lapse of time or both, would become a default under) or conflict with, or give rise to any right of termination, cancellation or acceleration of, any agreement, arrangement or instrument, whether written or oral, by which such Party or any of its assets are bound; or (c) violate or conflict with any of the provisions of such Party’s organizational documents (including any articles or memoranda of organization or association, and constitutes a legalcharter, valid and binding obligation of bylaws, or similar documents); 10.1.5. such Party that is enforceable against it in accordance with its terms. (c) It has not entered into any agreement with any third party Third Party that is in conflict with the rights granted to the other Party under this Agreement, and has not taken any action that would in any way prevent it from granting the rights granted to the other Party under this Agreement, or that would otherwise materially conflict with or materially adversely affect the other Party’s rights granted to the other Party under this Agreement; 10.1.6. Its performance and execution of this Agreement will not result in a breach of no consent, approval, authorization, or other order of, or filing with, or notice to, any Governmental Authority or other contract to which it Third Party is a party. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (d) On the Effective Date, it is not aware of any action, suit, inquiry or investigation instituted by any third party that questions or threatens the validity of this Agreement. (e) All necessary consents, approvals and authorizations of all governmental authorities and other persons or entities required to be obtained or made by such Party in connection with the authorization, execution, and delivery and performance of this Agreement have been obtained. (f) To the best of its knowledge, each Party has, on the Effective Date, the right to grant to the other Party the rights and licenses granted by such Party of this Agreement, except as required pursuant to the HSR Act and any other Party pursuant to this Agreement.applicable Antitrust Laws; and (g) Each Party has, on the Effective Date, the necessary qualified personnel, equipment, technical know-how and other means to perform its duties under 10.1.7. this Agreement in has been duly executed and delivered on behalf of such Party and is a timely manner legal and valid obligation binding upon it and is enforceable in accordance with the terms hereofits terms, subject to applicable bankruptcy, insolvency, moratorium, and other similar laws affecting creditors’ rights generally and by general principles of equity.

Mutual Representations and Warranties. Each Party hereby represents represents, warrants and warrants as followscovenants to the other Party that: (a) It 10.1.1. such Party is a corporation or entity duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, country (or applicable subdivision thereof) of incorporation and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including, without limitation, the right to grant the licenses it is granting hereunder. (b) On the Effective Date, (i) it has the full right and authority to enter into this Agreement and perform its obligations hereunderto carry out the provisions hereof; 10.1.2. such Party is duly authorized, (ii) it is not aware of any impediment that would prevent it from entering into the Agreement or that would inhibit its ability by all requisite corporate action, to perform its obligations under this Agreement, (iii) it has taken all necessary corporate action on its part required to authorize the execution execute and delivery of deliver this Agreement and the performance of its obligations hereunder, and (iv) this Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid and binding obligation of such Party that is enforceable against it in accordance with its terms. (c) It has not entered into any agreement with any third party that is in conflict with the rights granted to the other Party under this Agreement, and has not taken any action that would in any way prevent it from granting the rights granted to the other Party under this Agreement, or that would otherwise materially conflict with or materially adversely affect the rights granted to the other Party under this Agreement. Its performance and execution of this Agreement will not result in a breach of any other contract to which it is a party. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (d) On the Effective Date, it is not aware of any action, suit, inquiry or investigation instituted by any third party that questions or threatens the validity of this Agreement. (e) All necessary consents, approvals and authorizations of all governmental authorities and other persons or entities required to be obtained by such Party in connection with the execution, delivery and performance of this Agreement have been obtained. (f) To the best of its knowledge, each Party has, on the Effective Date, the right to grant to the other Party the rights and licenses granted by such Party does not require any shareholder action or approval, and the Person executing this Agreement on behalf of such Party is duly authorized to do so by all requisite corporate action; Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the other Party Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. 10.1.3. no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority or any Third Party is required on the part of such Party in connection with the valid execution, delivery and performance of this Agreement, except where the failure to obtain any of the foregoing would not have a material adverse impact on the ability of such Party to fulfill its obligations hereunder; 10.1.4. this Agreement is a legal and valid obligation binding upon such Party and enforceable in accordance with its terms except as enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights and (ii) equitable principles, in each case of general applicability; 10.1.5. the execution, delivery and performance by such Party of this Agreement and its compliance with the terms and provisions of this Agreement does not and will not conflict with or result in a breach of any of the terms or provisions of (i) any contractual or other obligations of such Party, (ii) the provisions of its charter, bylaws or other organizational documents, or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which it or any of its property is bound, except where such breach or conflict would not have a material adverse impact on the ability of such Party to fulfill its obligations hereunder; and 10.1.6. such Party shall comply in all material respects with all laws, rules and regulations applicable to its performance under this Agreement. (g) Each Party has, on the Effective Date, the necessary qualified personnel, equipment, technical know-how and other means to perform its duties under this Agreement in a timely manner in accordance with the terms hereof.

Mutual Representations and Warranties. Each Party hereby represents and warrants as followsto the other Party that: (a) It is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including, without limitation, the right to grant the licenses it is granting hereunder. (b) On the Effective Date, (i) it such Party has the full right corporate right, power, and authority to enter into this execute, deliver, and perform the Agreement and perform its obligations hereunderto consummate the transactions contemplated hereby and thereby and the execution, (ii) it is not aware delivery, and performance of any impediment that would prevent it from entering into the Agreement or that would inhibit its ability to perform its obligations under this Agreement, (iii) it has taken and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on its the part required to authorize of such Party; (b) the execution and delivery of this Agreement and the performance of its obligations hereunder, and (iv) this Agreement has been duly executed and delivered on behalf by an authorized officer of such Party, and constitutes is a legal, valid valid, and binding obligation of such Party that is enforceable against it in accordance with its terms., except as enforcement may be limited by general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity) and the effect of applicable bankruptcy, insolvency, moratorium and other similar laws of general application relating to or affecting creditors’ rights generally, including the effect of statutory or other laws regarding fraudulent conveyances and preferential transfers; (c) It has not entered into any agreement with any third party that is in conflict with the rights granted to the other Party under this Agreement, and has not taken any action that would in any way prevent it from granting the rights granted to the other Party under this Agreement, or that would otherwise materially conflict with or materially adversely affect the rights granted to the other Party under this Agreement. Its performance and execution of this Agreement will not result in a breach of any other contract to which it is a party. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (d) On the Effective Date, it is not aware of any action, suit, inquiry or investigation instituted by any third party that questions or threatens the validity of this Agreement. (e) All necessary consents, approvals and authorizations of all governmental authorities and other persons or entities required to be obtained by such Party in connection with the Party’s execution, delivery and performance of the Agreement shall not constitute a breach or default under any contract or agreement to which such Party is a party or by which it is bound or otherwise violate the rights of any Third Party or violate any Legal Requirement; (d) neither it nor any of its personnel (including subcontractors) carrying out activities under this Agreement have been obtained.nor are disqualified or debarred under Section 306 of the Federal Food, Drug and Cosmetic Act (as amended by the Generic Drug Enforcement Act of 1992), 21 U.S.C. § 336 or are listed on any Exclusion List; (e) during the Pre-Closing Period, it shall not use in any capacity the services of any Person debarred or disqualified under the provisions of Section 306 of the Federal Food, Drug and Cosmetic Act (as amended by the Generic Drug Enforcement Act of 1992), 21 U.S.C. § 336 or listed on an Exclusion List to carry out any activity under the Agreement and will notify the other Party immediately in the event the Party is made aware that any Person carrying out any activity under the Agreement is debarred or disqualified or listed on an Exclusion List; and (f) To during the best Pre-Closing Period, it shall not use any Ineligible Person or a Person on an Exclusion List in connection with the performance of any of its knowledge, each Party has, on obligations or activities under the Effective Date, the right to grant to the other Party the rights and licenses granted by such Party to the other Party pursuant to this Agreement. (g) Each Party has, on the Effective Date, the necessary qualified personnel, equipment, technical know-how and other means to perform its duties under this Agreement in a timely manner in accordance with the terms hereof.

Mutual Representations and Warranties. Each In addition to the representations and warranties made by a Party elsewhere in this Agreement, each Party hereby represents and warrants as followsto the other Parties that: (a) It As of the Effective Date, it is a corporation duly organized, organized and validly existing and in good standing under the laws Laws of the its jurisdiction in which of organization and it is incorporated, and has full corporate power and authority and the legal right has taken all corporate action necessary to own enter into and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in perform this Agreement, including, without limitation, the right to grant the licenses it is granting hereunder.; (b) On As of the Effective Date, (i) it has the full right and authority to enter into this Agreement is a legal and perform valid obligation binding upon such Party and enforceable in accordance with its obligations hereunderterms; the execution, (ii) delivery and performance of the Agreement by such Party does not conflict with any agreement, instrument or understanding, oral or written, by which it is not aware bound, nor to its knowledge as of the Effective Date violate any impediment that would prevent it from entering into Law; and the person or persons executing this Agreement or that would inhibit its ability on such Party’s behalf have been duly authorized to perform its obligations under this Agreementdo so by all requisite corporate action; (c) To each Party’s knowledge, (iii) it has taken all necessary corporate action on its part required to authorize the execution and delivery of this Agreement and Agreement, the performance of its obligations hereunder, as applicable, and (iv) the licenses and sublicenses to be granted pursuant to this Agreement has been duly executed (i) do not and delivered on behalf will not conflict with or violate any requirement of applicable Law existing as of the Effective Date, and as of the Effective Date; (ii) do not and will not conflict with or violate the certificate of incorporation or by-laws of such Party; and (iii) do not and will not conflict with, and constitutes violate, breach or constitute a legal, valid and binding obligation material default under any contractual obligations of such Party that is enforceable against it in accordance with or any of its terms. (c) It has not entered into any agreement with any third party that is in conflict with Affiliates existing as of the rights granted to the other Party under this Agreement, and has not taken any action that would in any way prevent it from granting the rights granted to the other Party under this Agreement, or that would otherwise materially conflict with or materially adversely affect the rights granted to the other Party under this Agreement. Its performance and execution of this Agreement will not result in a breach of any other contract to which it is a party. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDEffective Date. (d) On As of the Effective Date, it none of such Party’s employees or consultants: (i) is not aware debarred under Section 306(a) or 306(b) of the FD&C Act or by the analogous Laws of any actionRegulatory Authority; (ii) has, suitto such Party’s knowledge, inquiry been charged with, or investigation instituted convicted of, any felony or misdemeanor within the ambit of 42 U.S.C. §§ 1320a-7(a), 1320a-7(b)(l)-(3), or pursuant to the analogous Laws of any Regulatory Authority, or is proposed for exclusion, or the subject of exclusion or debarment proceedings by any third party that questions or threatens a Regulatory Authority; and [***] = Indicates confidential information omitted from the validity of this Agreementexhibit. (eiii) All necessary consentsis excluded, approvals and authorizations suspended or debarred from participation, or otherwise ineligible to participate, in any Canadian, U.S. or non-U.S. health care programs (or has been convicted of all governmental authorities and other persons a criminal offense that falls within the scope of 42 U.S.C. §1320a-7 but not yet excluded, debarred, suspended, or entities required otherwise declared ineligible), or excluded, suspended or debarred by a Regulatory Authority from participation, or otherwise ineligible to be obtained by such Party participate, in connection with the execution, delivery and performance of this Agreement have been obtainedany procurement or non-procurement programs. (f) To the best of its knowledge, each Party has, on the Effective Date, the right to grant to the other Party the rights and licenses granted by such Party to the other Party pursuant to this Agreement. (g) Each Party has, on the Effective Date, the necessary qualified personnel, equipment, technical know-how and other means to perform its duties under this Agreement in a timely manner in accordance with the terms hereof.

Mutual Representations and Warranties. Each Party HoldCo, on behalf of itself, Provider and the Provider’s Subsidiaries, hereby represents and warrants as followsto Recipient, and Recipient, on behalf of itself and the other Recipient Parties, hereby represents and warrants to Provider, that: (a) It The warranting Party and each of its Subsidiaries is a corporation an entity duly organized, validly existing and in good standing under the laws Laws of the jurisdiction in which it is incorporatedof its incorporation or organization, and has full with all requisite corporate or other entity power and authority to own, operate and the legal right to own and operate lease its property properties and assets and to carry on its business as it currently conducted, and is now being duly qualified to do business and is in good standing (where applicable) as a foreign corporation in each jurisdiction where the ownership, operation or leasing of its properties and assets or the conduct of its business as currently conducted and as contemplated requires such qualification, except for those jurisdictions where the failure to be so qualified or to be in this Agreementgood standing, includingindividually or in the aggregate, without limitation, would not reasonably be expected to have a material adverse effect on the right to grant the licenses it is granting hereunder.warranting Party or any of its Subsidiaries; and (b) On the Effective Date, (i) it The warranting Party has the full right all necessary power and authority to enter into make, execute and deliver this Agreement on behalf of itself and perform its Subsidiaries, and to perform, and to cause its Subsidiaries to perform, all of the obligations to be performed by it or its Subsidiaries hereunder. The making, (ii) it is not aware execution, delivery and performance by the warranting Party of any impediment that would prevent it from entering into the Agreement or that would inhibit its ability to perform its obligations under this Agreement, (iii) it and the performance of the Agreement and the agreement so to perform, has taken been duly and validly authorized by all necessary corporate action on the part of such Party and its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder, and (iv) this Subsidiaries. This Agreement has been duly and validly executed and delivered on behalf of by such Party, and constitutes a legalassuming the due authorization, valid execution and delivery by the other Party, this Agreement will constitute the valid, legal and binding obligation of such Party that is and its Subsidiaries, enforceable against it and them in accordance with its terms. (c) It has not entered into any agreement with any third party that is , except as the enforceability hereof may be limited by bankruptcy, insolvency, moratorium or other similar Law, now or hereafter in conflict with effect, relating to or affecting the rights granted to of creditors generally and the other Party under this Agreement, availability of specific remedies may be limited by legal and has not taken any action that would in any way prevent it from granting the rights granted to the other Party under this Agreement, or that would otherwise materially conflict with or materially adversely affect the rights granted to the other Party under this Agreement. Its performance and execution equitable principles of this Agreement will not result in a breach of any other contract to which it is a party. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDgeneral applicability. (d) On the Effective Date, it is not aware of any action, suit, inquiry or investigation instituted by any third party that questions or threatens the validity of this Agreement. (e) All necessary consents, approvals and authorizations of all governmental authorities and other persons or entities required to be obtained by such Party in connection with the execution, delivery and performance of this Agreement have been obtained. (f) To the best of its knowledge, each Party has, on the Effective Date, the right to grant to the other Party the rights and licenses granted by such Party to the other Party pursuant to this Agreement. (g) Each Party has, on the Effective Date, the necessary qualified personnel, equipment, technical know-how and other means to perform its duties under this Agreement in a timely manner in accordance with the terms hereof.

Mutual Representations and Warranties. Each Party of the Parties hereby represents and warrants to the other Party as follows: (a) It such Party (i) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction state in which it is incorporated, and (ii) has full the corporate power and authority and the legal right to own and operate its property and assets, to lease the property and assets it operates under lease, and to carry on its business as it is now being conducted conducted, and as contemplated (iii) is in compliance with all requirements of applicable law, except to the extent that any noncompliance would not have a material adverse effect on the properties, business, financial or other condition of such Party and would not materially adversely affect such Party’s ability to perform its obligations under this Agreement, including, without limitation, the right to grant the licenses it is granting hereunder.; (b) On this Agreement is a legal and valid obligation binding upon such Party and enforceable in accordance with its terms, and the Effective Dateexecution, (i) delivery and performance of the Agreement by such Party does not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it is bound, nor violate any law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it. Each Party expressly represents and warrants that it has the full right power and authority to enter into this Agreement and perform its to carry out the obligations hereunder, contemplated hereby; (ii) it is not aware of any impediment that would prevent it from entering into the Agreement or that would inhibit its ability to perform its obligations under this Agreement, (iiic) it has taken all necessary corporate action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunderAgreement; [ * ] = Certain confidential information contained in this document, and (iv) this Agreement marked by brackets, has been duly executed omitted and delivered on behalf of such Party, and constitutes a legal, valid and binding obligation of such Party that is enforceable against it in accordance with its terms. (c) It has not entered into any agreement with any third party that is in conflict with the rights granted to the other Party under this Agreement, and has not taken any action that would in any way prevent it from granting the rights granted to the other Party under this Agreement, or that would otherwise materially conflict with or materially adversely affect the rights granted to the other Party under this Agreement. Its performance and execution of this Agreement will not result in a breach of any other contract to which it is a party. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDfiled separately. (d) On the Effective Datemanufacture, it is use, importation, offer for sale or sale of its Product Line as contemplated hereunder does not aware of infringe any action, suit, inquiry or investigation instituted by any third party that questions or threatens the validity of this Agreement.Third Party’s intellectual property right; (e) All necessary consentsthe use of its trademarks, approvals trade names or trade dress pursuant to the terms of this Agreement and authorizations the Marketing Plan does not and will not infringe the rights of any third party; (f) that with respect to all governmental authorities regulatory filings to obtain Regulatory Approvals, the data and other persons information in such Party’s submissions are and shall be free from fraud and/or material falsity, that the Regulatory Approvals have not been and will not be obtained either through bribery or entities the payment of illegal gratuities, that the data and information in such Party’s submissions are and shall be accurate and reliable for purposes of supporting approval of the submissions, and that the Regulatory Approvals shall be obtained without illegal or unethical behavior of any kind; (g) it has obtained, to the extent it is required to be obtained by such Party do so, all necessary governmental approvals required in connection with the executionmanufacture, delivery sale and performance marketing of its Product Line in the Territory, including but not limited to PMA approval from the FDA; no governmental authority has threatened any action to revoke any governmental approval for its Product Line, and that the submissions which it made to the FDA were made in good faith and contained accurate and complete data and information regarding its Product Line as required by applicable laws, rules and regulations; it shall maintain for the term of this Agreement or any extension thereof all PMA approval for its Product Line; furthermore, it shall file, and maintain at its own cost for its Product Line, all appropriate registrations with the FDA and similar regulatory authorities in the Territory countries which have been obtained.the authority to approve the sale of its Product Line for use in humans; and (fh) To during the best term of its knowledge, each Party has, on the Effective Date, the right to grant to the other Party the rights and licenses granted by such Party to the other Party pursuant to this Agreement. (g) Each Party has, on the Effective Date, the necessary qualified personnel, equipment, technical know-how and other means to perform its duties under this Agreement or any extension thereof, its Product Line shall be of merchantable quality, fit for the purpose intended by this Agreement and free from defects in a timely manner design, material and workmanship and manufactured and delivered in accordance with the terms hereofof this Agreement, all applicable present and future statutes, laws, and regulations, including without limitation, good manufacturing practices (“GMP”), QSRs and ISO 9000 requirements and that during the term of this Agreement or any extension thereof its Product Line will not be adulterated or misbranded at the time of delivery to Third Parties within the meaning of the FD&C Act.

Mutual Representations and Warranties. Each Party hereby represents party represents, warrants and warrants as follows: covenants to the other party that: (a) It is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including, without limitation, the right to grant the licenses it is granting hereunder. (b) On the Effective Date, (i) it such party has the full right power and authority to enter into this Agreement and to perform its obligations hereunder, without the need for any consents, approvals or immunities not yet obtained; and (iib) it is not aware such party’s execution of any impediment that would prevent it from entering into the Agreement or that would inhibit its ability to perform its obligations and performance under this Agreement, (iii) it has taken all necessary corporate action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder, and (iv) this Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid and binding obligation of such Party that is enforceable against it in accordance with its terms. (c) It has shall not entered into breach any oral or written agreement with any third party that is in conflict with the rights granted or any obligation owed by such party to the other Party under this Agreement, and has not taken any action that would in any way prevent it from granting the rights granted to the other Party under this Agreement, or that would otherwise materially conflict with or materially adversely affect the rights granted to the other Party under this Agreement. Its performance and execution of this Agreement will not result in a breach of any other contract to which it is a party. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (d) On the Effective Date, it is not aware of any action, suit, inquiry or investigation instituted by any third party that questions to keep any information or threatens the validity of this Agreementmaterials in confidence or in trust. NO AGENT OR RESELLER OF IRONNET IS AUTHORIZED TO ALTER OR EXPAND THE WARRANTIES OF IRONNET AS SET FORTH HEREIN. IRONNET DOES NOT WARRANT THAT THE IRONNET HARDWARE AND IRONNET OFFERINGS ARE OR WILL BE UNINTERRUPTED OR ERROR FREE. CUSTOMER ACKNOWLEDGES AND AGREES THAT AN IRONNET OFFERING (AS WITH TECHNOLOGY GENERALLY), MAY HAVE ERRORS (OR “BUGS”) AND MAY ENCOUNTER UNEXPECTED TECHNICAL PROBLEMS. ACCORDINGLY, FROM TIME TO TIME, CUSTOMER MAY EXPERIENCE DOWNTIME AND ERRORS IN THE OPERATION, FUNCTIONALITY OR PERFORMANCE OF AN IRONNET OFFERING. ACCORDINGLY, CUSTOMER SHALL PUT IN PLACE REASONABLE INTERNAL PROCEDURES AND PROCESSES TO ENABLE IT TO MINIMIZE ANY INCONVENIENCE AND ANY ADVERSE IMPACT OF ANY SUCH DOWNTIME OR ERROR. (e) All necessary consents, approvals and authorizations of all governmental authorities and other persons or entities required to be obtained by such Party in connection with the execution, delivery and performance of this Agreement have been obtained. (f) To the best of its knowledge, each Party has, on the Effective Date, the right to grant to the other Party the rights and licenses granted by such Party to the other Party pursuant to this Agreement. (g) Each Party has, on the Effective Date, the necessary qualified personnel, equipment, technical know-how and other means to perform its duties under this Agreement in a timely manner in accordance with the terms hereof.

Mutual Representations and Warranties. Each Party hereby represents represents, warrants and warrants covenants to the other Party, as followsof the Settlement Effective Date, that: (a) It Such Party is a corporation duly organized, validly existing existing, and in good standing under the laws Applicable Laws of the jurisdiction in which it is incorporated, of its incorporation and has full corporate power and authority and the legal right to own its properties and operate its property and assets and to carry on its conduct the business as it is now presently being conducted by it, and as contemplated is duly qualified to do business in, and is in this Agreement, including, without limitationgood standing under, the right laws of all states and nations in which its activities or assets require such status, except in any case where the failure to grant the licenses it is granting hereunderbe so qualified and in good standing would not be material. (b) On the Effective DateSuch Party has full corporate right, (i) it has the full right power and authority to enter into this Agreement and perform its obligations hereunder, (ii) it is not aware of any impediment that would prevent it from entering into the Agreement or that would inhibit its ability to perform its obligations under pursuant to this Settlement Agreement, (iii) it has taken and the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on its the part required to authorize the of such Party. This Settlement Agreement has been duly and validly executed by such Party. Upon execution and delivery of this Agreement and Settlement Agreement, it will be the performance of its obligations hereunder, and (iv) this Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid and binding obligation of such Party that is Party, enforceable against it in accordance with its terms, subject to equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditor’s right and remedies generally. (c) It has not entered into any agreement with any third party that is in conflict with the rights granted to the other Party under this Agreement, and has not taken any action that would in any way prevent it from granting the rights granted to the other Party under this Agreement, or that would otherwise materially conflict with or materially adversely affect the rights granted to the other Party under this Agreement. Its performance and execution of this Agreement will not result in a breach of any other contract to which it is a party. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (d) On the Effective Date, it is not aware of any action, suit, inquiry or investigation instituted by any third party that questions or threatens the validity of this Agreement. (e) All necessary consents, approvals and authorizations of all governmental authorities and other persons or entities required to be obtained by such Party in connection with the The execution, delivery and performance of this Settlement Agreement have been obtained. (f) To does not, and the best consummation of the transactions herein contemplated will not, violate any order, judgment or decree binding on such Party or its employees, or result in a breach of any term of the certificate of incorporation or by-laws of such Party or any contract, agreement or other instrument to which such Party or any of its employees is a party or, to such Party's knowledge, violate any law, rule or regulation applicable to such Party, except in each Party has, on the Effective Date, the right case to grant an extent not material to the other Party the rights and licenses granted by such Party to the other Party pursuant to Party's compliance with its obligations under this Settlement Agreement. (gd) Each No portion of any claim, right, demand, action, or cause of action that such Party hasmay have against the other Party has been assigned, on the Effective Datetransferred, the necessary qualified personnel, equipment, technical know-how and other means or otherwise obtained by any Person not a party to perform its duties under this Settlement Agreement in a timely any manner in accordance with the terms hereofwhatsoever.

Mutual Representations and Warranties. Each Party hereby represents and warrants to and in favour of, and covenants with, each other Party as follows, and acknowledges that each other Party is relying upon the following representations, warranties and covenants in connection with its execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereunder: (a) It the Party is a corporation duly organized, validly formed and existing and in good standing under the laws of the its jurisdiction in which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including, without limitation, the right to grant the licenses it is granting hereunder.of formation; (b) On the Effective DateParty has all necessary power, (i) it has the full right authority and authority capacity to enter into this Agreement and to perform its obligations hereunderunder this Agreement. The execution, delivery and performance of this Agreement has been duly authorized by all necessary action of the Party. This Agreement has been duly and validly executed by the Party and constitutes a valid and binding obligation of the Party enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization and similar laws affecting creditors generally and by general principles of equity, regardless of whether asserted in a proceeding in equity or law; (c) the authorization of, the execution and delivery of and the performance by the Party of its obligations under this Agreement and every other agreement or document to be entered into or delivered hereunder will not constitute or result in the violation or breach of or default under, or cause the acceleration of, any obligations of the Party under: (i) any term or provision of the articles, by-laws or other constating documents of the Party; (ii) the terms of any material agreement (written or oral), indenture, instrument or understanding or other obligation or restriction to which the Party is a party or by which it is bound, except as would not aware of any impediment that would prevent it from entering into reasonably be expected to have a material adverse effect on the Agreement or that would inhibit its Party’s ability to perform its obligations under this Agreement, ; (iii) it has taken all necessary corporate action any Applicable Law or consent or approval issued by a Governmental Entity, except as would not reasonably be expected to have a material adverse effect on its part required the Party’s ability to authorize the execution and delivery of this Agreement and the performance of perform its obligations hereunder, and under this Agreement; or (iv) this Agreement has been duly executed and delivered on behalf any term or provision of such any order of any court applicable to the Party, and constitutes except as would not reasonably be expected to have a legal, valid and binding obligation of such Party that is enforceable against it in accordance with material adverse effect on the Party’s ability to perform its terms. (c) It has not entered into any agreement with any third party that is in conflict with the rights granted to the other Party obligations under this Agreement, and has not taken any action that would in any way prevent it from granting the rights granted to the other Party under this Agreement, or that would otherwise materially conflict with or materially adversely affect the rights granted to the other Party under this Agreement. Its performance and execution of this Agreement will not result in a breach of any other contract to which it is a party. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.; (d) On the Effective Date, it is not aware no consent or approval of any actionGovernmental Entity, suitor filing with or notice to any Governmental Entity or other Person, inquiry or investigation instituted by any third party that questions or threatens the validity of this Agreement. (e) All necessary consents, approvals and authorizations of all governmental authorities and other persons or entities is required to be obtained by such Party in connection with the execution, delivery and or performance of this Agreement by the Party, except for any such consent, approval, filing or notice that would not have been obtained.a materially adverse effect on the Party’s ability to perform its obligations under this Agreement; (e) the Party has conducted and is conducting its business in compliance in all material respects with all Applicable Law and has held and maintained and will hold and maintain in good standing all necessary licences, leases, permits, authorizations and other approvals necessary to permit it to conduct its business or to own, lease or operate its properties and assets, except where the failure to obtain any licence, lease, permit, authorization or other approval would not have a material adverse effect on the Party; (f) To there are no actions, suits or proceedings, judicial or administrative (whether or not purportedly on behalf of the Party) pending or, to the best of its knowledgeknowledge after due inquiry, each threatened against or affecting the Party hasat law or in equity or before or by any Governmental Entity, on domestic or foreign, that would materially adversely affect the Effective Date, the right Party’s ability to grant to the other Party the rights and licenses granted by such Party to the other Party pursuant to perform its obligations under this Agreement.; and (g) Each there are no Bankruptcy Proceedings pending or being contemplated by the Party hasor, on to the Effective Datebest of its knowledge after due inquiry, threatened against or affecting the necessary qualified personnel, equipment, technical know-how and other means to perform its duties under this Agreement in a timely manner in accordance with the terms hereofParty.

Mutual Representations and Warranties. Each Party hereby represents and warrants to the other Party with respect to this Agreement and as followsof the Effective Date of this Agreement that: (a) It 9.1.1 such Party is a corporation duly organized, validly existing and in good standing under the laws Law of the jurisdiction in which it is incorporated, of its incorporation and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including, without limitation, the right to grant the licenses it is granting hereunder. (b) On the Effective Date, (i) it has the full right and authority to enter into this Agreement and perform its obligations hereunder, (ii) it is not aware of any impediment that would prevent it from entering into to carry out the Agreement or that would inhibit its ability to perform its obligations under this Agreement, (iii) it has taken all necessary corporate action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder, and (iv) provisions hereof; 9.1.2 this Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid and valid, binding obligation of such Party that is obligation, enforceable against it in accordance with its terms.the terms hereof; (c) It has not entered into any agreement with any third party that is in conflict with 9.1.3 the rights granted to the other Party under this Agreement, and has not taken any action that would in any way prevent it from granting the rights granted to the other Party under this Agreement, or that would otherwise materially conflict with or materially adversely affect the rights granted to the other Party under this Agreement. Its performance and execution of this Agreement will by it does not result in create a breach of or default under any other contract agreement to which it is a party. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.; (d) On the Effective Date, it is not aware of any action, suit, inquiry or investigation instituted by any third party that questions or threatens the validity of this Agreement. (e) All necessary consents, approvals and authorizations of all governmental authorities and other persons or entities required to be obtained by such Party in connection with 9.1.4 the execution, delivery and performance of this Agreement have been obtained.by such Party does not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it is bound, nor violate any Applicable Law or regulation of any court, governmental body or administrative or other agency having jurisdiction over such Party; (f) To the best of its knowledge, each 9.1.5 such Party has, on the Effective Date, the right is authorized to grant to the other Party the rights and licenses granted by such Party to the other Party pursuant to this Agreement. (g) Each Party has, on the Effective Date, the necessary qualified personnel, equipment, technical know-how and other means to perform its duties contemplated under this Agreement and Recursion in a timely manner particular and without limiting the foregoing represents and warrants that it is authorized to xxxxx Xxxxx the rights and licenses contemplated under this Agreement; and 9.1.6 to such Party’s knowledge, no government authorization, consent, approval, license, exemption of or filing or registration with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, under any Applicable Law currently in accordance with effect, is or will be necessary for, or in connection with, the terms hereoftransaction contemplated by this Agreement or any other agreement or instrument executed in connection herewith, or for the performance by it of its obligations under this Agreement and such other agreements except as may be required to obtain Xxxx-Xxxxx-Xxxxxx clearance or other clearances as required by other government authorities.

Mutual Representations and Warranties. Each Party hereby represents and warrants to the other Party, as followsof the Effective Date, that: (a) It 8.1.1 such Party is a corporation duly organized, validly existing and in good standing under the laws Laws of the jurisdiction in which it is incorporated, of its incorporation and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including, without limitation, the right to grant the licenses it is granting hereunder. (b) On the Effective Date, (i) it has the full right and authority to enter into this Agreement and perform its obligations hereunder, (ii) it is not aware of any impediment that would prevent it from entering into to carry out the Agreement or that would inhibit its ability to perform its obligations under this Agreement, (iii) it has taken all necessary corporate action on its part required to authorize the provisions hereof; 8.1.2 execution and delivery of this Agreement and the performance by such Party of its obligations hereunder, and (iv) hereunder have been duly authorized; 8.1.3 this Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid and valid, binding obligation of such Party that is obligation, enforceable against it in accordance with its terms.the terms hereof; (c) It has not entered into any agreement with any third party that is in conflict with 8.1.4 the rights granted to the other Party under this Agreement, and has not taken any action that would in any way prevent it from granting the rights granted to the other Party under this Agreement, or that would otherwise materially conflict with or materially adversely affect the rights granted to the other Party under this Agreement. Its performance and execution of this Agreement will by it does not result in create a material breach of or default under any other contract agreement to which it is a party. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.; (d) On the Effective Date, it is not aware of any action, suit, inquiry or investigation instituted by any third party that questions or threatens the validity of this Agreement. (e) All necessary consents, approvals and authorizations of all governmental authorities and other persons or entities required to be obtained by such Party in connection with 8.1.5 the execution, delivery and performance of this Agreement have been obtained. (f) To the best of its knowledge, each Party has, on the Effective Date, the right to grant to the other Party the rights and licenses granted by such Party does not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it is bound, nor violate any Law or regulation of any court, governmental body or administrative or other agency having jurisdiction over such Party; *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the other Party pursuant to this Agreementomitted portions. (g) Each Party has8.1.6 no government authorization, on the Effective Dateconsent, approval, license, exemption of or filing or registration with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, under any Laws currently in effect, is or will be necessary for, or in connection with, the necessary qualified personneltransaction contemplated by this Agreement or any other agreement or instrument executed in connection herewith, equipment, technical know-how and other means to perform or for the performance by it of its duties obligations under this Agreement in and such other agreements except as may be required to obtain clearance under the HSR Act; and 8.1.7 neither such Party, nor any of its employees, officers, subcontractors, or consultants who have rendered services relating to the Products: (a) has ever been debarred or is subject to debarment or convicted of a timely manner in accordance with crime for which an entity or person could be debarred by the terms hereofFDA under 21 U.S.C. Section 335a or (b) has ever been under indictment for a crime for which a person or entity could be so debarred.

Mutual Representations and Warranties. Each Party hereby represents and warrants to the other Party as followsof the Effective Date that: (a) It 10.1.1 such Party is a corporation duly organized, validly existing and in good standing under the laws Laws of the jurisdiction in which it is incorporated, of its incorporation and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including, without limitation, the right to grant the licenses it is granting hereunder. (b) On the Effective Date, (i) it has the full right and authority to enter into this Agreement and perform its obligations hereunder, (ii) it is not aware of any impediment that would prevent it from entering into to carry out the Agreement or that would inhibit its ability provisions hereof; [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to perform its obligations under this Agreement, (iii) it has taken all necessary corporate action on its part required to authorize the omitted portions. 10.1.2 execution and delivery of this Agreement and the performance by such Party of its obligations hereunder, and (iv) hereunder have been duly authorized; 10.1.3 this Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid and valid, binding obligation of such Party that is obligation, enforceable against it in accordance with its terms.the terms hereof; (c) It has not entered into any agreement with any third party that is in conflict with 10.1.4 the rights granted to the other Party under this Agreement, and has not taken any action that would in any way prevent it from granting the rights granted to the other Party under this Agreement, or that would otherwise materially conflict with or materially adversely affect the rights granted to the other Party under this Agreement. Its performance and execution of this Agreement will by it does not result in create a breach of or default under any other contract agreement to which it is a party. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.; (d) On the Effective Date, it is not aware of any action, suit, inquiry or investigation instituted by any third party that questions or threatens the validity of this Agreement. (e) All necessary consents, approvals and authorizations of all governmental authorities and other persons or entities required to be obtained by such Party in connection with 10.1.5 the execution, delivery and performance of this Agreement have been obtained.by such Party does not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it is bound, nor violate any Law or regulation of any court, governmental body or administrative or other agency having jurisdiction over such Party; (f) To 10.1.6 no government authorization, consent, approval, license, exemption of or filing or registration with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, under any Laws, rules or regulations currently in effect, is or will be necessary for, or in connection with, the best transaction contemplated by this Agreement or any other agreement or instrument executed in connection herewith, or for the performance by it of its obligations under this Agreement and such other agreements except as may be required under the Series B-2 Preferred Stock Purchase Agreement or, upon exercise of a GSK Program Option, to obtain Xxxx-Xxxxx-Xxxxxx clearance; and 10.1.7 to its knowledge, each such Party hashas not employed and has not used a contractor or consultant that has employed, on any individual or entity debarred by the FDA (or subject to a similar sanction of other Regulatory Authorities in the Territory), or, to its knowledge, any individual who or entity which is the subject of an FDA debarment investigation or proceeding (or similar proceeding of other Regulatory Authorities in the Territory), in the conduct of its activities prior to the Effective Date, the right to grant to the other Party the rights and licenses granted by such Party to the other Party pursuant to this Agreement. (g) Each Party has, on the Effective Date, the necessary qualified personnel, equipment, technical know-how and other means to perform its duties under this Agreement in a timely manner in accordance with the terms hereof.

Mutual Representations and Warranties. Each Party hereby represents and warrants to the other Party, as follows: (a) It is a company or corporation duly organized, validly existing existing, and in good standing under the laws Laws of the jurisdiction in which it is incorporated, and ; (i) it has full the corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including, without limitation, the right to grant the licenses it is granting hereunder. (b) On the Effective Date, (i) it has the full right and authority to enter into this Agreement and perform its obligations hereunder, ; (ii) it is not aware of any impediment that would prevent it from entering into the Agreement or that would inhibit its ability to perform its obligations under this Agreement, (iii) it has taken all necessary corporate action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder, ; and (iviii) this Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid valid, and binding obligation of such Party that is enforceable against it in accordance with its terms., subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally; (c) It has not entered into any agreement with any third party that is in conflict with the rights granted to the other Party under The execution and delivery of this Agreement, and has the license granted pursuant to this Agreement (i) do not taken any action that would in any way prevent it from granting the rights granted to the other Party under this Agreement, or that would otherwise materially and will not conflict with or materially adversely affect violate any requirement of Applicable Law existing as of the rights granted to the other Party under this Agreement. Its performance Effective Date; (ii) do not and execution of this Agreement will not result in conflict with or violate the certificate of incorporation or by-laws (or other constitutional documents) of such Party; and (iii) do not and will not conflict with, violate, breach or constitute a breach default under any contractual obligations of such Party or any other contract to which it is a party. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.of its Affiliates existing as of the Effective Date; (d) On Neither such Party nor any of its Affiliates is under any obligation to any Person, contractual or otherwise, that is in violation of the Effective Date, it is not aware of any action, suit, inquiry or investigation instituted by any third party that questions or threatens the validity terms of this Agreement.Agreement or that would impede the fulfillment of such Party’s obligations hereunder; (e) All necessary consents, approvals and authorizations of all governmental authorities and other persons or entities required to be obtained by Neither such Party in connection with the execution, delivery and performance nor any of this Agreement have been obtained.its Affiliates is debarred or disqualified under any Applicable Laws; and (f) To No authorization, consent, approval of a third party, nor any license, permit, exemption of or filing or registration with or notification to any court or Governmental Authority is or will be necessary for the best (i) valid execution and delivery of its knowledge, each Party has, on this Agreement by such Party; or (ii) the Effective Date, the right to grant to the other Party the rights and licenses granted consummation by such Party to of the other Party pursuant to this Agreementtransactions contemplated hereby. (g) Each Party has, on the Effective Date, the necessary qualified personnel, equipment, technical know-how and other means to perform its duties under this Agreement in a timely manner in accordance with the terms hereof.

Mutual Representations and Warranties. Each Party hereby represents and warrants to the other Party, (i) as followsof the Original Effective Date (with references to “this Agreement” in this Section 8.1 being deemed references to the Original Collaboration Agreement) and (ii) as of the Amended and Restated Effective Date (with references to “this Agreement” in this Section 8.1 being deemed references to this Amended and Restated Collaboration Agreement), that: (a) It 8.1.1 such Party is a corporation duly organized, validly existing and in good standing under the laws Laws of the jurisdiction in which it is incorporated, of its incorporation and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including, without limitation, the right to grant the licenses it is granting hereunder. (b) On the Effective Date, (i) it has the full right and authority to enter into this Agreement and perform its obligations hereunder, (ii) it is not aware of any impediment that would prevent it from entering into to carry out the Agreement or that would inhibit its ability to perform its obligations under this Agreement, (iii) it has taken all necessary corporate action on its part required to authorize the provisions hereof; 8.1.2 execution and delivery of this Agreement and the performance by such Party of its obligations hereunder, and (iv) hereunder have been duly authorized; 8.1.3 this Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid and valid, binding obligation of such Party that is obligation, enforceable against it in accordance with its terms.the terms hereof; (c) It has not entered into any agreement with any third party that is in conflict with 8.1.4 the rights granted to the other Party under this Agreement, and has not taken any action that would in any way prevent it from granting the rights granted to the other Party under this Agreement, or that would otherwise materially conflict with or materially adversely affect the rights granted to the other Party under this Agreement. Its performance and execution of this Agreement will by it does not result in create a material breach of or default under any other contract agreement to which it is a party. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.; (d) On the Effective Date, it is not aware of any action, suit, inquiry or investigation instituted by any third party that questions or threatens the validity of this Agreement. (e) All necessary consents, approvals and authorizations of all governmental authorities and other persons or entities required to be obtained by such Party in connection with 8.1.5 the execution, delivery and performance of this Agreement have been obtained. (f) To the best of its knowledge, each Party has, on the Effective Date, the right to grant to the other Party the rights and licenses granted by such Party does not conflict with any agreement, instrument or understanding, oral or written, to the which it is a party or by which it is bound, nor violate any Law or regulation of any court, governmental body or administrative or other Party pursuant to this Agreement.agency having jurisdiction over such Party; (g) Each Party has8.1.6 no government authorization, on the Effective Dateconsent, approval, license, exemption of or filing or registration with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, under any Laws currently in effect, is or will be necessary for, or in connection with, the necessary qualified personneltransaction contemplated by this Agreement or any other agreement or instrument executed in connection herewith, equipment, technical know-how and other means to perform or for the performance by it of its duties obligations under this Agreement in and such other agreements except as may be required to obtain clearance under the HSR Act; and 8.1.7 neither such Party, nor any of its employees, officers, subcontractors, or consultants who have rendered services relating to the Products: (a) has ever been debarred or is subject to debarment or convicted of a timely manner in accordance with crime for which an entity or person could be debarred by the terms hereofFDA under 21 U.S.C. Section 335a or (b) has ever been under indictment for a crime for which a person or entity could be so debarred.

Mutual Representations and Warranties. Each Party hereby represents and warrants to the other Party, as of the Effective Date, as follows: (a) It such Party is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, is qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on conduct of its business as it is now being conducted or the ownership of its properties requires such qualification and as contemplated in this Agreement, including, without limitation, the right failure to grant the licenses it is granting hereunder. (b) On the Effective Date, (i) it has the full right and authority to enter into this Agreement and perform its obligations hereunder, (ii) it is not aware of any impediment that have such would prevent it such Party from entering into the Agreement or that would inhibit its ability to perform performing its obligations under this Agreement; (b) the execution, (iii) it has taken delivery and performance of this Agreement by such Party have been duly authorized by all necessary corporate action action, and this Agreement is a legal and valid obligation binding on such Party and enforceable in accordance with its part terms and does not: (i) to such Party’s knowledge and belief, violate any law, rule, regulation, order, writ, judgment, decree, determination or award of any court, governmental body or administrative or other agency having jurisdiction over such Party; nor (ii) 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; (c) such Party has obtained, or is not required to authorize obtain, the consent, approval, order or authorization of any Third Party, or has completed, or is not required to complete, any registration, qualification, designation, declaration or filing with any Regulatory Authority or governmental authority in connection with the execution and delivery of this Agreement and the performance by such Party of its obligations hereunderunder this Agreement, except as contemplated under the Regulatory Plan; and (d) such Party has the right to grant the rights contemplated under this Agreement and has not, and (iv) this Agreement has been duly executed and delivered on behalf of such Partywill not during the Term, and constitutes a legal, valid and binding obligation of such grant any right to any Third Party that is enforceable against it in accordance with its terms. (c) It has not entered into any agreement with any third party that is in would conflict with the rights granted to the other Party under this Agreement, and has not taken any action that would in any way prevent it from granting the rights granted to the other Party under this Agreement, or that would otherwise materially conflict with or materially adversely affect the rights granted to the other Party under this Agreement. Its performance and execution of this Agreement will not result in a breach of any other contract to which it is a party. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDhereunder. (d) On the Effective Date, it is not aware of any action, suit, inquiry or investigation instituted by any third party that questions or threatens the validity of this Agreement. (e) All necessary consents, approvals and authorizations of all governmental authorities and other persons or entities required to be obtained by such Party in connection with the execution, delivery and performance of this Agreement have been obtained. (f) To the best of its knowledge, each Party has, on the Effective Date, the right to grant to the other Party the rights and licenses granted by such Party to the other Party pursuant to this Agreement. (g) Each Party has, on the Effective Date, the necessary qualified personnel, equipment, technical know-how and other means to perform its duties under this Agreement in a timely manner in accordance with the terms hereof.

Mutual Representations and Warranties. Each Party hereby party represents and warrants as followsto the other party that: (a) It it is a corporation duly organized, validly existing and in good standing as a corporation or other entity as represented herein under the laws and regulations of the its jurisdiction in which it is incorporatedof incorporation, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including, without limitation, the right to grant the licenses it is granting hereunder.organization or chartering; (b) On the Effective Date, (i) it has the full right right, power and authority to enter into this Agreement and perform its obligations hereunder, (ii) it is not aware of any impediment that would prevent it from entering into the Agreement or that would inhibit its ability to perform its obligations under this Agreement, (iii) it has taken all necessary corporate action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder, and (ivii) the execution of this Agreement by a Representative whose signature is set forth at the end hereof has been duly authorized by all necessary corporate action of the party; (c) when executed and delivered on behalf of such Partyby the party, and constitutes a this Agreement shall constitute the legal, valid and binding obligation of such Party that is party, enforceable against it that party in accordance with its terms.; (cd) It it is the sole and exclusive legal and beneficial owner and has sole and exclusive control (by ownership, license, permit or otherwise) of the entire right, title, and interest in and to its Background Property, and specifically are able to assign or contribute to the Joint Venture Project its Background Property without legal hindrance or other third-party approval; (e) it has, and throughout the Term, will retain the unconditional and irrevocable right, power and authority to grant the rights hereunder to its Background Property pursuant to the terms of this Agreement; (f) it has not entered into granted and will not grant any agreement licenses or permits or other contingent or non-contingent right, title or interest under or relating to the Background Property, or will not be under any obligation, that does or will conflict with or otherwise affect this Agreement, including any party's representations, warranties or obligations or rights, licenses or permits hereunder; (g) it is under no obligation to any third party that is in conflict would interfere with the rights granted to the other Party its representations, warranties or obligations under this Agreement, and has not taken any action that would in any way prevent it from granting the rights granted to the other Party under this Agreement, or that would otherwise materially conflict with or materially adversely affect the rights granted to the other Party under this Agreement. Its performance and execution of this Agreement will not result in a breach of any other contract to which it is a party. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.; and (dh) On there neither are nor at any time during the Effective DateTerm will be any encumbrances, it is not aware of any action, suit, inquiry liens or investigation instituted by any third party that questions or threatens the validity of this Agreementsecurity interests involving its Background Intellectual Property. (e) All necessary consents, approvals and authorizations of all governmental authorities and other persons or entities required to be obtained by such Party in connection with the execution, delivery and performance of this Agreement have been obtained. (f) To the best of its knowledge, each Party has, on the Effective Date, the right to grant to the other Party the rights and licenses granted by such Party to the other Party pursuant to this Agreement. (g) Each Party has, on the Effective Date, the necessary qualified personnel, equipment, technical know-how and other means to perform its duties under this Agreement in a timely manner in accordance with the terms hereof.

Mutual Representations and Warranties. Each Party hereby represents and warrants to the other Party that, as followsof the Effective Date: (a) It it is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, and has full corporate power and authority and the legal right to own and operate of its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including, without limitation, the right to grant the licenses it is granting hereunder.organization or incorporation; (b) On the Effective Date, (i) it has the full right power to execute and authority to enter into deliver this Agreement and to perform its obligations hereunderunder this Agreement and has taken all necessary corporate, company, partnership, governmental and/or other actions to authorize such execution and delivery and performance of such obligations; (iic) it is its execution and delivery of this Agreement and its performance of its obligations under this Agreement do not aware violate or conflict with any law applicable to it; with any provision of its charter or bylaws (or comparable constituent documents); with any order or judgment of any impediment court or other agency of government applicable to it or any of its assets; or with any contractual restriction binding on or affecting it or any of its assets; PUBLIC VERSION (d) there are no actions, suits, proceedings or investigations pending or, to the knowledge of the Party, threatened against it at law or in equity before any court or tribunal of the United States or any other jurisdiction that would prevent it from entering into individually or in the Agreement aggregate could result in any materially adverse effect on the Party's business, properties, or that would inhibit assets or its condition, financial or otherwise, or in any impairment of its ability to perform its obligations under this Agreement; (e) all authorizations of and exemptions, (iii) it has taken actions or approvals by, and all necessary corporate action on its part notices to or filings with, any governmental authority that are required to authorize have been obtained or made by it at the execution time this representation is made with respect to this Agreement have been obtained or made and delivery are in full force and effect, and all conditions of any such authorizations, exemptions, actions or approvals have been complied with; (0 the Party has knowledge of all laws and business practices that must be followed in performing its obligations under this Agreement and the performance of its obligations hereunder, and (iv) this Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid and binding obligation of such Party that is enforceable against it in accordance with its terms. (c) It has not entered into any agreement with any third party that is in conflict compliance with the rights granted all such laws and business practices except to the other Party under this Agreementextent that failure to comply therewith would not, and has not taken any action that would in any way prevent it from granting the rights granted to aggregate, have a material adverse effect on the other Party under this Agreement, or that would otherwise materially conflict with or materially adversely affect the rights granted to the other Party under this Agreement. Its performance and execution of this Agreement will not result in a breach of any other contract to which it is a party. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (d) On the Effective Date, it is not aware of any action, suit, inquiry or investigation instituted by any third party that questions or threatens the validity of this Agreement. (e) All necessary consents, approvals and authorizations of all governmental authorities and other persons or entities required to be obtained by such Party in connection with the execution, delivery and performance of this Agreement have been obtained. (f) To the best of its knowledge, each Party has, on the Effective Date, the right to grant to the other Party the rights and licenses granted by such Party to the other Party pursuant to this Agreement. (g) Each Party has, on the Effective Date, the necessary qualified personnel, equipment, technical know-how and other means to perform its duties under this Agreement in a timely manner in accordance with the terms hereof.Party;

Mutual Representations and Warranties. Each Party hereby represents represents, warrants and warrants as followscovenants to the other Party that: (a) It such Party is a corporation or entity duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, its state of incorporation and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including, without limitation, the right to grant the licenses it is granting hereunder. (b) On the Effective Date, (i) it has the full right and authority to enter into this Agreement and perform its obligations hereunderto carry out the provisions hereof; (b) such Party is duly authorized, (ii) it is not aware of any impediment that would prevent it from entering into the Agreement or that would inhibit its ability by all requisite corporate action, to perform its obligations under this Agreement, (iii) it has taken all necessary corporate action on its part required to authorize the execution execute and delivery of deliver this Agreement and the performance of its obligations hereunder, and (iv) this Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid and binding obligation of such Party that is enforceable against it in accordance with its terms. (c) It has not entered into any agreement with any third party that is in conflict with the rights granted to the other Party under this Agreement, and has not taken any action that would in any way prevent it from granting the rights granted to the other Party under this Agreement, or that would otherwise materially conflict with or materially adversely affect the rights granted to the other Party under this Agreement. Its performance and execution of this Agreement will not result in a breach of any other contract to which it is a party. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (d) On the Effective Date, it is not aware of any action, suit, inquiry or investigation instituted by any third party that questions or threatens the validity of this Agreement. (e) All necessary consents, approvals and authorizations of all governmental authorities and other persons or entities required to be obtained by such Party in connection with the execution, delivery and performance of this Agreement have been obtained.by such Party is within such Party's corporate powers and does not require any shareholder action or approval, and the Person executing this Agreement on behalf of such Party is duly authorized to do so by all requisite corporate action; (c) no consent, waiver, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any Governmental or Regulatory Authority is required on the part of such Party in connection with the valid execution, delivery and performance of this Agreement; (d) this Agreement is a legal and valid obligation binding upon such Party and enforceable in accordance with its terms except as enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights and (ii) judicial discretion in the availability of agreeable relief; (e) the execution, delivery and performance by it of this Agreement and its compliance with the terms and provisions of this Agreement does not and will not (a) contravene or conflict with the provisions of its charter, operating documents or bylaws, (b) contravene or conflict with or constitute a violation of any Applicable Law, or (c) result (with or without the giving of notice or lapse of time or both) in the creation of any Lien or Other Encumbrance upon any of the Licensed Products or, in the case of EpiCept, the EpiCept Licensed Intellectual Property, or constitute a default under or give rise to any right of termination, cancellation or acceleration of any right or any obligation by it or to a loss of any benefit relating to the Licensed Products or, in the case of EpiCept, the EpiCept Licensed Intellectual Property, under any provision of any contract binding upon it or by which any of the Licensed Products or, in the case of EpiCept, the EpiCept Licensed Intellectual Property, are or may be bound; (f) To the best of it shall comply in all material respects with all laws, rules and regulations applicable to its knowledge, each Party has, on the Effective Date, the right to grant to the other Party the rights and licenses granted by such Party to the other Party pursuant to performance under this Agreement.; and (g) Each no broker, finder or similar agent has been employed by or on behalf of such Party, and no Person with which such Party hashas had any dealings or communications of any kind is entitled to any brokerage commission, on the Effective Datefinder's fee or any similar compensation, the necessary qualified personnel, equipment, technical know-how and other means to perform its duties under in connection with this Agreement in a timely manner in accordance with or the terms hereoftransactions contemplated hereby.

Mutual Representations and Warranties. Each Party hereby represents and warrants to the other Party as followsof the Effective Date that: (a) It 8.1.1 such Party is a corporation an entity duly organized, validly existing and in good standing under the laws Applicable Law of the state or country (as applicable) of its organization, is [***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. 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 is incorporatedfrom performing its obligations under this Agreement, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including, without limitation, the right to grant the licenses it is granting hereunder. (b) On the Effective Date, (i) it has the full right and authority to enter into this Agreement and perform its obligations hereunderto carry out the provisions hereof; 8.1.2 such Party is duly authorized, (ii) it is not aware of any impediment that would prevent it from entering into the Agreement or that would inhibit its ability by all requisite action, to perform its obligations under this Agreement, (iii) it has taken all necessary corporate action on its part required to authorize the execution execute and delivery of deliver this Agreement and the performance of its obligations hereunder, and (iv) this Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid and binding obligation of such Party that is enforceable against it in accordance with its terms. (c) It has not entered into any agreement with any third party that is in conflict with the rights granted to the other Party under this Agreement, and has not taken any action that would in any way prevent it from granting the rights granted to the other Party under this Agreement, or that would otherwise materially conflict with or materially adversely affect the rights granted to the other Party under this Agreement. Its performance and execution of this Agreement will not result in a breach of any other contract to which it is a party. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (d) On the Effective Date, it is not aware of any action, suit, inquiry or investigation instituted by any third party that questions or threatens the validity of this Agreement. (e) All necessary consents, approvals and authorizations of all governmental authorities and other persons or entities required to be obtained by such Party in connection with the execution, delivery and performance of this Agreement have been obtained.by such Party does not require any shareholder action or approval, and the person executing this Agreement on behalf of such Party is duly authorized to do so by all requisite action; 8.1.3 no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any governmental authority or Regulatory Authority is required on the part of such Party in connection with the valid execution, delivery and performance of this Agreement by it; 8.1.4 such Party has not employed (f) To the best of and, to its knowledge, each has not used a contractor or consultant that has employed) and in the future shall not employ (or, to its knowledge , use any contractor or consultant that employs; provided that, such Party has, may reasonably rely on the Effective Date, the right to grant to the other Party the rights and licenses granted a representation made by such Party contractor or consultant) any person debarred by the FDA (or subject to a similar sanction of a foreign equivalent), or any person which is the other Party pursuant to subject of an FDA debarment investigation or proceeding (or similar proceeding of a foreign equivalent), in the conduct of its activities under this Agreement.; (g) Each Party has, on the Effective Date, the necessary qualified personnel, equipment, technical know-how and other means to perform its duties under 8.1.5 this Agreement in is a timely manner legal and valid obligation binding upon such Party and enforceable in accordance with its terms except as enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights; and (b) equitable principles of general applicability; and 8.1.6 the execution, delivery and performance by it of this Agreement and its compliance with the terms hereofand provisions of this Agreement does not and shall not conflict with or result in a breach of any of the terms or conditions of (a) any other contractual or other obligations of such Party, (b) the provisions of its operating documents or bylaws, or (c) any order, writ, injunction or decree of any governmental authority or Regulatory Authority entered against it or by which it or any of its property is bound.

Mutual Representations and Warranties. Each Party hereby represents and warrants to the other Party that as followsof the Effective Date of this Agreement: (a) 8.1.1 It is a corporation duly organized, organized and validly existing and in good standing under the laws of the its jurisdiction in which it is incorporatedof incorporation or formation, and has full corporate or other power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including, without limitation, the right to grant the licenses it is granting hereunder. (b) On the Effective Date, (i) it has the full right and authority to enter into this Agreement Agreement, and to carry out the provisions hereof. 8.1.2 It is duly authorized to execute and deliver this Agreement, and to perform its obligations hereunder, (ii) it is not aware of any impediment that would prevent it from entering into and the person or persons executing this Agreement or that would inhibit its ability to perform its obligations under this Agreement, (iii) it has taken all necessary corporate action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder, and (iv) this Agreement behalf has been duly executed authorized to do so by all requisite corporate action. 8.1.3 This Agreement is legally binding upon it and delivered on behalf of such Party, and constitutes a legal, valid and binding obligation of such Party that is enforceable against it in accordance with its terms. The execution, delivery and performance of this Agreement by it does not conflict with any agreement, instrument or understanding, oral or written, to which it is a party and by which it may be bound, or with its charter or by-laws. (c) 8.1.4 It has not entered into granted, and will not grant, during the Term, any agreement with right to any third party Third Party that is in would conflict with the rights granted to the other Party hereunder. 8.1.5 Neither Party nor any of its Affiliates has been debarred or is subject to debarment and neither Party nor any of its Affiliates will use in any capacity, in connection with the exercise of its rights and the performance of its obligations under this Agreement, any person or entity that has been debarred pursuant to Section 306 of the United States Federal Food, Drug, and has not taken Cosmetic Act or any action that would similar law in any way prevent it from granting foreign jurisdiction, or that is the rights granted subject of a conviction described in such section or similar law in any foreign jurisdiction. Each Party agrees to inform the other Party in writing immediately if it or any person or entity that is performing activities under this Agreement, is debarred or that would otherwise materially conflict with is the subject of a conviction described in Section 306 or materially adversely affect the rights granted to the other Party under this Agreement. Its performance and execution of this Agreement will not result similar law in a breach of any other contract to which it is a party. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933foreign jurisdiction, AS AMENDED. (d) On the Effective Date, it is not aware of or if any action, suit, inquiry claim, investigation or investigation instituted by legal or administrative proceeding is pending or, to the best of the notifying Party’s knowledge, is threatened, relating to the debarment or conviction of the notifying Party or any third party that questions person or threatens the validity of this Agreement. (e) All necessary consents, approvals and authorizations of all governmental authorities and other persons or entities required to be obtained entity used in any capacity by such Party or any of its Affiliates in connection with the execution, delivery and performance of this Agreement have been obtained. (f) To the best of its knowledge, each Party has, on the Effective Date, the right to grant to the other Party the rights and licenses granted by such Party to the other Party pursuant to obligations under this Agreement. (g) Each Party has, on the Effective Date, the necessary qualified personnel, equipment, technical know-how and other means to perform its duties under this Agreement in a timely manner in accordance with the terms hereof.

Mutual Representations and Warranties. Each Party of IHM and IHC hereby represents make the following representations and warrants warranties, on their own behalf and on behalf of the applicable members of the iHeart Group, to CCH and CCOH, and CCH and CCOH hereby make the following representations and warranties, on their own behalf and on behalf of the applicable members of the Outdoor Group, to IHM and IHC, as followsof the date hereof and as of the Closing: (a) It is a corporation duly organized, validly existing such Person has all requisite power and in good standing under authority to execute and deliver this Agreement and the laws of the jurisdiction in Ancillary Agreements to which it is incorporated, and has full corporate power and authority and or will be a party as of the legal right to own and operate its property and assets Closing and to carry on its business as it is now being conducted consummate the Transactions contemplated hereby and as contemplated in this Agreement, including, without limitation, the right to grant the licenses it is granting hereunder.thereby; (b) On the Effective Date, (i) it has the full right and authority to enter into this Agreement and perform its obligations hereunder, (ii) it is not aware of any impediment that would prevent it from entering into the Agreement or that would inhibit its ability to perform its obligations under this Agreement, (iii) it has taken all necessary corporate action on its part required to authorize the execution and delivery by such Person of this Agreement and the performance Ancillary Agreements to which it is or will be a party as of the Closing and the consummation of the Transactions contemplated hereby and thereby have been duly authorized by all necessary and proper action on its obligations hereunder, and part; (ivc) this Agreement and the Ancillary Agreements to which such Person is or will be a party as of the Closing has been or will be duly and validly executed and delivered on behalf of such Party, by it and (assuming that due execution and delivery by the other parties hereto and thereto) constitutes a or will constitute the legal, valid and binding obligation of such Party that is Person, enforceable against it in accordance with its terms., subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity; and (cd) It has not entered into any agreement with any third party that is in conflict with the rights granted to the other execution and delivery by such Party under this Agreement, and has not taken any action that would in any way prevent it from granting the rights granted to the other Party under this Agreement, or that would otherwise materially conflict with or materially adversely affect the rights granted to the other Party under this Agreement. Its performance and execution of this Agreement will not result in a breach of any other contract and the Ancillary Agreements to which it is or will be a party. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (d) On party as of the Effective Date, it is not aware of any action, suit, inquiry or investigation instituted by any third party that questions or threatens Closing and the validity of this Agreement. (e) All necessary consents, approvals and authorizations of all governmental authorities and other persons or entities required to be obtained consummation by such Party in connection of the Transactions contemplated hereby and thereby do not and will not, as of the Closing conflict with the execution, delivery and performance of this Agreement have been obtained. (f) To the best any provision of its knowledgearticles or certificate of incorporation, each Party hasbylaws, on the Effective Datecertificate of formation, the right to grant to the operating agreement or other Party the rights and licenses granted by such Party to the other Party pursuant to this Agreementorganizational documents, as applicable. (g) Each Party has, on the Effective Date, the necessary qualified personnel, equipment, technical know-how and other means to perform its duties under this Agreement in a timely manner in accordance with the terms hereof.

Mutual Representations and Warranties. Each Party hereby Theravance and GSK each represents and warrants to the other as followsof the Effective Date that: 11.1.1 Such Party (a) It is a corporation company duly organized, validly existing existing, and in good standing under the laws Laws of its incorporation; (b) is duly qualified as a corporation and in good standing under the Laws of each jurisdiction in which it is incorporatedwhere its ownership or lease of property or the conduct of its business requires such qualification, and where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; (c) has full the requisite corporate power and authority and the legal right to own and operate its property and assets and to carry on conduct its business as it is now being conducted and as hereafter contemplated in this Agreementto be conducted; (d) has or will obtain all necessary licenses, includingpermits, without limitationconsents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, to the right extent required for the ownership and operation of its business, where the failure to grant the licenses it is granting hereunder. (b) On the Effective Dateobtain such licenses, (i) it has the full right and authority permits, consents or approvals, or to enter into this Agreement and perform make such notices, would have a material adverse effect on its obligations hereunder, (ii) it is not aware of any impediment that would prevent it from entering into the Agreement financial condition or that would inhibit its ability to perform its obligations under this Agreementhereunder; and (e) is in compliance with its charter documents; 11.1.2 The execution, (iii) it has taken all necessary corporate action on its part required to authorize the execution delivery and delivery performance of this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder (a) are within the performance corporate power of such Party; (b) have been duly authorized by all necessary or proper corporate action; (c) do not conflict with any provision of the charter documents of such Party; (d) will not, to the best of such Party's knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party is a party, or by which such Party or any of its property is bound, which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder, and (iv) this ; 11.1.3 This Agreement has been duly executed and delivered on behalf of by such Party, Party and constitutes a legal, valid and binding obligation of such Party that is Party, enforceable against it such Party in accordance with its terms, except as such enforceability may be limited by applicable insolvency and other Laws affecting creditors' rights generally, or by the availability of equitable remedies; and 11.1.4 All of its employees, officers, and consultants have executed agreements or have existing obligations under law requiring assignment to such Party of all Inventions made by such individuals during the course of and as the result of their association with such Party, and obligating such individuals to maintain as confidential such Party's Confidential Information. (c) It has not entered into any agreement with any third party that is 11.1.5 Nothing contained in conflict with this Agreement shall give a Party the rights granted right to use the Confidential Information received from the other Party under this Agreement, in connection with any activity other than Development and has not taken any action that would in any way prevent it from granting the rights granted to the other Party under this Agreement, Commercialization of a Pooled Compound or that would otherwise materially conflict Collaboration Product consistent with or materially adversely affect the rights granted to the other Party under this Agreement. Its performance and execution of this Agreement will not result in a breach of any other contract to which it is a party. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (d) On the Effective Date, it is not aware of any action, suit, inquiry or investigation instituted by any third party that questions or threatens the validity of this Agreement. (e) All necessary consents, approvals and authorizations of all governmental authorities and other persons or entities required to be obtained by such Party in connection with the execution, delivery and performance of this Agreement have been obtained. (f) To the best of its knowledge, each Party has, on 11.1.6 As soon as practicably possible after the Effective Date, the right Parties will each deliver to grant to each other a schedule listing (i) in the other Party case of GSK, GSK Patents as of the rights date of signature of this Agreement and licenses granted by such Party to (ii) in the other Party pursuant to case of Theravance, Theravance Patents as of the date of signature of this Agreement. (g) Each Party has, on the Effective Date, the necessary qualified personnel, equipment, technical know-how and other means to perform its duties under this Agreement in a timely manner in accordance with the terms hereof.

Mutual Representations and Warranties. Each Party hereby represents represents, warrants and warrants as followscovenants to the other Party that: (a) It such Party is a corporation or entity duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporatedits state of incorporation or formation, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including, without limitation, the right to grant the licenses it is granting hereunder. (b) On the Effective Date, (i) it has the full right and authority to enter into this Agreement and perform its obligations hereunderto carry out the provisions hereof; (b) such Party is duly authorized, (ii) it is not aware of any impediment that would prevent it from entering into the Agreement or that would inhibit its ability by all requisite corporate action, to perform its obligations under this Agreement, (iii) it has taken all necessary corporate action on its part required to authorize the execution execute and delivery of deliver this Agreement and the performance of its obligations hereunder, and (iv) this Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid and binding obligation of such Party that is enforceable against it in accordance with its terms. (c) It has not entered into any agreement with any third party that is in conflict with the rights granted to the other Party under this Agreement, and has not taken any action that would in any way prevent it from granting the rights granted to the other Party under this Agreement, or that would otherwise materially conflict with or materially adversely affect the rights granted to the other Party under this Agreement. Its performance and execution of this Agreement will not result in a breach of any other contract to which it is a party. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (d) On the Effective Date, it is not aware of any action, suit, inquiry or investigation instituted by any third party that questions or threatens the validity of this Agreement. (e) All necessary consents, approvals and authorizations of all governmental authorities and other persons or entities required to be obtained by such Party in connection with the execution, delivery and performance of this Agreement by such Party does not require any shareholder action or approval, and the Person executing this Agreement on behalf of such Party is duly authorized to do so by all requisite corporate action; (c) no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of such Party in connection with the valid execution, delivery and performance of this Agreement, except where the failure to obtain any of the foregoing would not have been obtained.a material adverse impact on the ability of such Party to meet its obligations hereunder; (d) this Agreement is a legal and valid obligation binding upon such Party and enforceable in accordance with its terms except as enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights and (ii) equitable principles of general applicability; (e) the execution, delivery and performance by it of this Agreement and its compliance with the terms and provisions of this Agreement does not and will not conflict with or result in a breach of any of the terms or provisions of (i) any other contractual or other obligations of such Party, (ii) the provisions of its charter, operating documents or bylaws, or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which it or any of its property is bound except where such breach or conflict would not materially impact the Party’s ability to meet its obligations hereunder; and (f) To the best of it shall comply in all material respects with all laws, rules and regulations applicable to its knowledge, each Party has, on the Effective Date, the right to grant to the other Party the rights and licenses granted by such Party to the other Party pursuant to performance under this Agreement. (g) Each Party has, on the Effective Date, the necessary qualified personnel, equipment, technical know-how and other means to perform its duties under this Agreement in a timely manner in accordance with the terms hereof.

Mutual Representations and Warranties. Each Party hereby Tarsus and Lian each represents and warrants to the other as followsof the Effective Date: 12.1.1 Such Party: (a) It is a corporation company duly organized, validly existing and in good standing under the laws Laws of the jurisdiction in which it is incorporated, of its organization; and (b) has full the requisite corporate power and authority and the legal right to own and operate its property and assets and to carry on conduct its business as it is now being conducted and as hereafter contemplated in to be conducted; 12.1.2 The execution, delivery and performance of this Agreement, including, without limitation, Agreement by such Party: (a) are within the right to grant the licenses it is granting hereunder. corporate power of such Party; (b) On have been duly authorized by all necessary or proper corporate action; (c) do not conflict with any provision of the Effective Dateorganizational documents of such Party; (d) will not, (i) it has to the full right and authority to enter into this Agreement and perform its obligations hereunderParty’s knowledge, (ii) it is not aware violate any Laws or any order or decree of any impediment that would prevent it from entering into the Agreement court or that would inhibit its ability to perform its obligations under this Agreement, (iii) it has taken all necessary corporate action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder, Governmental Authority; and (ive) this will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement or other instrument to which such Party is a party, or by which such Party is bound; 12.1.3 This Agreement has been duly executed and delivered on behalf of by such Party, Party and constitutes a legal, valid and binding obligation of such Party that is Party, enforceable against it such Party in accordance with its terms.; 12.1.4 No governmental authorization, consent, approval (c) It has not entered into any agreement except Regulatory Approvals), license, registration, filing or exemption therefrom with any third party that court or other Governmental Authority is in conflict with the rights granted to the other Party under this Agreement, and has not taken any action that would in any way prevent it from granting the rights granted to the other Party under this Agreementor will be necessary for, or that would otherwise materially conflict with or materially adversely affect in connection with, the rights granted to performance of the other Party under this Agreement. Its performance and execution of transaction contemplated by this Agreement will not result in a breach of or any other contract agreement or instrument executed in connection therewith; 12.1.5 Neither such Party nor, to which it is a party. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933either Party’s knowledge, AS AMENDED. any of its employees has been debarred by the FDA (d) On the Effective Date, it is not aware of any action, suit, inquiry or investigation instituted similar action by any third party that questions other Regulatory Authority), or threatens the validity of this Agreementsubject to an FDA debarment investigation or proceeding (or similar investigation or proceeding by any other Regulatory Authority) for any reason. (e) All necessary consents, approvals and authorizations of all governmental authorities and other persons or entities required to be obtained by such Party in connection with the execution, delivery and performance of this Agreement have been obtained. (f) To the best of its knowledge, each Party has, on the Effective Date, the right to grant to the other Party the rights and licenses granted by such Party to the other Party pursuant to this Agreement. (g) Each Party has, on the Effective Date, the necessary qualified personnel, equipment, technical know-how and other means to perform its duties under this Agreement in a timely manner in accordance with the terms hereof.

Mutual Representations and Warranties. Each Party hereby represents and warrants to the other Party, as followsof the Effective Date, that: (aA) It such Party is a corporation duly organized, validly existing existing, and in good standing under the laws Applicable Law of the jurisdiction in which it is incorporated, of its formation and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including, without limitation, the right to grant the licenses it is granting hereunder. (b) On the Effective Date, (i) it has the full right and authority to enter into this Agreement and perform its obligations hereunder, to carry out the provisions hereof; (iiB) it is not aware of any impediment that would prevent it from entering into the Agreement or that would inhibit its ability to perform its obligations under this Agreement, (iii) it such Party has taken all necessary corporate action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder, and ; (ivC) this Agreement has been duly executed and delivered on behalf of such Party, Party and constitutes a legal, valid valid, and binding obligation of such Party that is obligation, enforceable against it in accordance with its terms., subject to applicable bankruptcy, insolvency, moratorium and other similar Applicable Laws affecting creditors’ rights generally and by general principles of equity; (cD) It has the execution, delivery, and performance of this Agreement by such Party does not entered into breach or conflict with any agreement or any provision thereof, or any instrument or understanding, oral or written, to which such Party (or any of its Affiliates) is a party or by which such Party (or any of its Affiliates) is bound, nor violate any Applicable Law of any Governmental Authority having jurisdiction over such Party (or any of its Affiliates); (E) no government authorization, consent, approval, license, exemption of or filing or registration with any third party that court or governmental department, commission, board, bureau, agency, or instrumentality, domestic or foreign, under any Applicable Law currently in effect, is or shall be necessary for, or in conflict with connection with, the rights granted to the other Party under this Agreement, and has not taken any action that would in any way prevent it from granting the rights granted to the other Party under transactions contemplated by this Agreement, or that would otherwise materially conflict with or materially adversely affect for the rights granted to the other Party performance by it of its obligations under this Agreement. Its performance ; and (F) it has obtained all necessary authorizations, consents, and execution of this Agreement will not result in a breach approvals of any other contract to which it Third Party that is a party. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (d) On the Effective Date, it is not aware of any action, suit, inquiry or investigation instituted by any third party that questions or threatens the validity of this Agreement. (e) All necessary consents, approvals and authorizations of all governmental authorities and other persons or entities required to be obtained by such Party it for, or in connection with with, the executiontransactions contemplated by this Agreement, delivery and or for the performance of this Agreement have been obtained. (f) To the best by it of its knowledge, each Party has, on the Effective Date, the right to grant to the other Party the rights and licenses granted by such Party to the other Party pursuant to obligations under this Agreement. (g) Each Party has, on the Effective Date, the necessary qualified personnel, equipment, technical know-how and other means to perform its duties under this Agreement in a timely manner in accordance with the terms hereof.

Mutual Representations and Warranties. Each Party hereby party represents and warrants to the other (as of the Effective Date) as follows: (a) It it is a corporation duly organized, organized and validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, and has full corporate power and authority and the legal right to own and operate state or country of its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including, without limitation, the right to grant the licenses it is granting hereunder.incorporation; (b) On the Effective Date, (i) it has the full complete and unrestricted power and right and authority to enter into this Agreement and to perform its obligations hereunder, ; (ii) it is not aware of any impediment that would prevent it from entering into the Agreement or that would inhibit its ability to perform its obligations under this Agreement, (iii) it has taken all necessary corporate action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder, and (ivc) this Agreement has been duly authorized, executed and delivered on behalf of by such Party, party and constitutes a legal, valid and binding obligation of such Party that is party enforceable against it such party in accordance with its termsterms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent transfer, or other similar laws affecting the rights and remedies of creditors generally and by general principles of equity; (d) the execution, delivery and performance of this Agreement by such party does not conflict with any agreement, instrument or understanding, oral or written, to which such party is a party or by which such party may be bound, nor violate any law or regulation of any court, governmental body or administrative or other agency having authority over such party; without limiting the warranties in this Section, (e) all consents, approvals and authorizations from all governmental authorities or other third parties required to be obtained by such party in connection with the execution and delivery of this Agreement have been obtained; (f) no person or entity has or will have, as a result of the transactions contemplated by this Agreement, any right, interest or valid claim against or upon such party for any commission, fee or other compensation as a finder or broker because of any act by such party or its agents; and *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. (cg) It it has not entered into any agreement with any third party Third Party that is in conflict with the rights granted to the other Party under this Agreement, and has not taken any action that would in any way prevent it from granting the rights granted to the other Party under this Agreement, or that would otherwise materially conflict with or materially adversely affect the rights granted to the other Party under this Agreement. Its performance and execution of this Agreement will not result in a breach of any other contract to which it is a party. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (d) On the Effective Date, it is not aware of any action, suit, inquiry or investigation instituted by any third party that questions or threatens the validity of this Agreement. (e) All necessary consents, approvals and authorizations of all governmental authorities and other persons or entities required to be obtained by such Party in connection with the execution, delivery and performance of this Agreement have been obtained. (f) To the best of its knowledge, each Party has, on the Effective Date, the right to grant to the other Party the rights and licenses granted by such Party to the other Party pursuant to this Agreement.; (gh) Each Party hasthere are no suits, on the Effective Dateclaims, the necessary qualified personnelor proceedings pending, equipmentor to its best knowledge and belief, technical know-how and other means after due inquiry, threatened against it or any of its Affiliates in any court or by or before any governmental body or agency which would affect its ability to perform its duties obligations under this Agreement in a timely manner in accordance with the terms hereofAgreement.

Mutual Representations and Warranties. Each Party Company hereby represents makes the following representations and warrants warranties to AMYRIS, and AMYRIS hereby makes the following representations and warranties to Company, in each case as followsof the Effective Date: (ai) It is a corporation company duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, and organized. It has full all requisite corporate power and authority and the legal right to own and operate its property and assets respective properties and to carry on its respective business as it is now being conducted as of the date of this Agreement and as contemplated in this Agreement, including, without limitation, the right proposed to grant the licenses it is granting hereunder. (b) On the Effective Date, (i) it be conducted. It has the full right requisite power and authority to enter into this Agreement execute, deliver and perform its obligations hereunder, (ii) it is not aware of any impediment that would prevent it from entering into the Agreement or that would inhibit its ability to perform its obligations under this Agreement, . (iiiii) it has taken all necessary All corporate action on the part of it, its part required to authorize officers, directors and stockholders necessary for the authorization, execution and delivery of this Agreement Agreement, and the performance of its all obligations hereunder, and (iv) this Agreement has been duly taken or shall be taken prior to the date of this Agreement, and this Agreement, when executed and delivered on behalf of such Partyby it, and constitutes shall constitute a legal, valid and legally binding obligation of such Party that is it, enforceable against it in accordance with its termsterms except to the extent that (a) such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditor’s rights generally and (b) the remedy of specific performance or injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (ciii) It has not entered into any agreement with any third party that is in conflict with the rights granted to the other Party under this Agreement, and has not taken any action that would in any way prevent it from granting the rights granted to the other Party under this Agreement, or that would otherwise materially conflict with or materially adversely affect the rights granted to the other Party under this Agreement. Its performance and execution of this Agreement will not result in a breach of any other contract to which it is a party. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (d) On the Effective Date, it is not aware of any action, suit, inquiry or investigation instituted by any third party that questions or threatens the validity of this Agreement. (e) All necessary consents, approvals and authorizations of all governmental authorities and other persons or entities required to be obtained by such Party in connection with the The execution, delivery and performance of this Agreement have been obtained. (f) To with or without the best giving of its knowledge, each Party has, on the Effective Datenotice, the right lapse of time or both) and the consummation of the transactions contemplated hereby, (a) do not require the consent of any Third Party; (b) do not conflict with, result in a breach of, or constitute a default under, its organizational documents or any other material contract or agreement to grant which it is a party or by which it may be bound or affected; and (c) do not violate in any material respect any provision of applicable law or any order, injunction, judgment or decree of any Governmental Entity by which it may be bound, or require any regulatory filings or other actions to comply with the requirements of applicable law, except to the other extent that either Party the rights and licenses granted by such Party is required to the other Party file any notification pursuant to applicable anti-trust or competition laws. It is not a party to, nor is it bound by, any agreement or commitment that prohibits the execution and delivery of this Agreement. (giv) Each Party hasNo insolvency proceedings of any character, on including bankruptcy, receivership, reorganization, composition or arrangement with creditors, voluntary or involuntary, affecting it are pending or threatened, and it has not made any assignment for the Effective Datebenefit of creditors or taken any action in contemplation of, or which would constitute the basis for, the necessary qualified personnelinstitution of such insolvency proceedings. (v) There is no action, equipmentsuit, technical know-how proceeding or investigation pending or threatened against it which questions the validity of this Agreement. It is not in violation of any applicable law in respect of the conduct of its business or the ownership of its properties which violation would have a material adverse effect on its business or the ownership of its properties, and other means to perform it shall undertake its duties under this Agreement in a timely manner obligations hereunder in accordance in all material respects with the terms hereofapplicable law.

Mutual Representations and Warranties. Each Party hereby represents and warrants to the other Party, as follows: of the Effective Date, that: (aA) It it is a corporation duly organized, validly existing and in good standing under the laws of the its jurisdiction in which of formation; (B) it is incorporated, and has full corporate power and authority to execute, deliver and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in perform this Agreement, including, without limitation, the right to grant the licenses it is granting hereunder. (b) On the Effective Date, (i) it has the full right and authority to enter into this Agreement and perform its obligations hereunder, (ii) it is not aware of any impediment that would prevent it from entering into the Agreement or that would inhibit its ability to perform its obligations under this Agreement, (iii) it has taken all necessary corporate action on required by applicable law and its part required organizational documents to authorize the execution and delivery of this Agreement and the performance consummation of its obligations hereunder, and the transactions contemplated by this Agreement; (ivC) this Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid and binding obligation of such Party that is agreement enforceable against it in accordance with its terms. ; (cD) It has not entered into any agreement all consents, approvals and authorizations from all Governmental Authorities or other Third Parties required to be obtained by it in connection with any third party that is in conflict with this Agreement have been obtained; (E) the rights granted to the other Party under execution and delivery of this Agreement, and has the consummation of the transactions contemplated hereby, do not taken any action that would in any way prevent it from granting the rights granted to the other Party under this Agreement, or that would otherwise materially and shall not (x) conflict with or materially adversely affect the rights granted to the other Party under this Agreement. Its performance and execution result in a breach of this Agreement will not 21 any provision of its organizational documents, (y) result in a breach of any other contract agreement to which it is a party. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. or (dz) On violate any appliable law; (F) it has and will at all times during the Term comply with all applicable laws in all material respects, including obtaining all necessary licenses, permits, and authorizations necessary to perform this Agreement and to exploit any license or rights granted to it hereunder, as now or hereafter required under any applicable statutes, laws, ordinances, rules and regulations; and (G) it has not prior to the Effective DateDate and shall not during the Term (x) have been debarred under Article 306 of the FDCA, it is not aware of 21 U.S.C. § 335a(a) or (b), or any actionequivalent foreign or local law, suitrule or regulation, inquiry or investigation instituted by (y) use or employ in any third party that questions or threatens capacity related to the validity of this Agreement. (e) All necessary consents, approvals and authorizations of all governmental authorities and other persons or entities required to be obtained by such Party in connection with the execution, delivery and performance subject matter of this Agreement have or activities hereunder any individual, corporation, partnership, or association which has been obtaineddebarred under Article 306 of the FDCA, 21 U.S.C. § 335a(a) or (b), or any equivalent foreign or local law, rule or regulation. (f) To the best of its knowledge, each Party has, on the Effective Date, the right to grant to the other Party the rights and licenses granted by such Party to the other Party pursuant to this Agreement. (g) Each Party has, on the Effective Date, the necessary qualified personnel, equipment, technical know-how and other means to perform its duties under this Agreement in a timely manner in accordance with the terms hereof.

Mutual Representations and Warranties. Each Party hereby represents and warrants as follows: (a) It is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including, without limitation, the right to grant the licenses it is granting hereunder. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (b) On the Effective Date, (i) it has the full right and authority to enter into this Agreement and perform its obligations hereunder, (ii) it is not aware of any impediment that would prevent it from entering into the Agreement or that would inhibit its ability to perform its obligations under this Agreement, (iii) it has taken all necessary corporate action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder, and (iv) this Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid and binding obligation of such Party that is enforceable against it in accordance with its terms. (c) It has not entered into any agreement with any third party that is in conflict with the rights granted to the other Party under this Agreement, and has not taken any action that would in any way prevent it from granting the rights granted to the other Party under this Agreement, or that would otherwise materially conflict with or materially adversely affect the rights granted to the other Party under this Agreement. Its performance and execution of this Agreement will not result in a breach of any other contract to which it is a party. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (d) On the Effective Date, it is not aware of any action, suit, inquiry or investigation instituted by any third party that questions or threatens the validity of this Agreement. (e) All necessary consents, approvals and authorizations of all governmental authorities and other persons or entities required to be obtained by such Party in connection with the execution, delivery and performance of this Agreement have been obtained. (f) To the best of its knowledge, each Party has, on the Effective Date, the right to grant to the other Party the rights and licenses granted by such Party to the other Party pursuant to this Agreement. (g) Each Party has, on the Effective Date, the necessary qualified personnel, equipment, technical know-how and other means to perform its duties under this Agreement in a timely manner in accordance with the terms hereof.

Mutual Representations and Warranties. Each Party hereby represents and warrants as followsto and in favour of each other Party that: (a) It it is a corporation duly organizedincorporated, amalgamated or continued and is validly existing and in good standing under the laws of the its governing jurisdiction in which it is incorporated, and has full the corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including, without limitation, the right to grant the licenses it is granting hereunder. (b) On the Effective Date, (i) it has the full right and authority to enter into this Agreement and and, subject to obtaining the requisite approvals contemplated hereby, to perform its obligations hereunder; (b) except as disclosed in the Circular or in writing to the other Parties, the execution and delivery of this Agreement by it and the completion by it of the transactions contemplated herein and in the Tax Rulings and Rulings Applications do not and will not: (i) result in the breach of, or violate any term or provision of, its articles or by-laws; (ii) conflict with, result in the breach of, constitute a default under, or accelerate or permit the acceleration of the performance required by, any agreement, instrument, license, permit or authority to which it is not aware a party or by which it is bound, or to which any assets of such Party are subject, or result in the creation of any impediment that Encumbrance upon any of its assets under any such agreement or instrument, or give to others any interest or right, including rights of purchase, termination, cancellation or acceleration, under any such agreement, instrument, license, permit or authority, which in any case would prevent it from entering into the Agreement or that would inhibit its ability to perform its obligations under this Agreement, have a Material Adverse Effect on it; or (iii) it violate any provisions of any Applicable Law or any judicial or administrative award, judgment, order or decree applicable and known to it, the violation of which would have a Material Adverse Effect on it; (c) no dissolution, winding-up, bankruptcy, liquidation or similar proceeding has taken all necessary corporate action on its part required been commenced or is pending or, to authorize such Party’s knowledge, is proposed in respect of it, except as contemplated by the Plan of Arrangement, the Tax Rulings or the Rulings Applications; and (d) the execution and delivery of this Agreement and the performance completion of the transactions contemplated herein and in the Tax Rulings and Rulings Applications have been duly approved by its obligations hereunderboard of directors, and (iv) this Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid and binding obligation of such Party that is enforceable against it in accordance with its terms. (c) It has not entered into any agreement with any third party that is in conflict with the rights granted , subject to the other Party under this Agreementbankruptcy, and has not taken any action that would in any way prevent it from granting the rights granted to the other Party under this Agreement, or that would otherwise materially conflict with or materially adversely affect the rights granted to the other Party under this Agreement. Its performance and execution of this Agreement will not result in a breach of any other contract to which it is a party. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (d) On the Effective Date, it is not aware of any action, suit, inquiry or investigation instituted by any third party that questions or threatens the validity of this Agreement. (e) All necessary consents, approvals and authorizations of all governmental authorities insolvency and other persons laws affecting the enforcement of creditors’ rights generally and to general principles of equity and limitations upon the enforcement of indemnification for fines or entities required to be obtained penalties imposed by such Party in connection with the execution, delivery and performance of this Agreement have been obtainedlaw. (f) To the best of its knowledge, each Party has, on the Effective Date, the right to grant to the other Party the rights and licenses granted by such Party to the other Party pursuant to this Agreement. (g) Each Party has, on the Effective Date, the necessary qualified personnel, equipment, technical know-how and other means to perform its duties under this Agreement in a timely manner in accordance with the terms hereof.

Mutual Representations and Warranties. Each Party The Advisor and the Sub-Advisor each hereby represents and warrants to, and agrees with, the other as follows: (aA) It Such Party is a corporation duly organized, formed and validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, and of its organization; (B) Such Party has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including, without limitation, the right to grant the licenses it is granting hereunder. (b) On the Effective Date, (i) it has the full right and authority to enter into this Amended Agreement and perform to conduct its business to the extent contemplated in this Amended Agreement; (C) This Amended Agreement has been duly authorized, executed and delivered by such Party and, assuming due authorization, execution and delivery by the other Party, constitutes the valid and legally binding agreement of such Party, enforceable in accordance with its terms against such Party, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar laws relating to creditors’ rights generally, and by general equitable principles. (D) The execution and delivery of this Amended Agreement by such Party and the performance of its duties and obligations hereunderhereunder do not result in a breach of any of the terms, conditions or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, credit agreement, note or other evidence of indebtedness, or any lease or other agreement, or any license, permit, franchise or certificate to which such Party is a party or by which it is bound or to which its assets are subject or require any authorization or approval under or pursuant to any of the foregoing, or violate any statute, regulation, law, order, writ, injunction, judgment or decree to which such Party is subject; (iiE) it Such Party is not aware of any impediment facts pertaining to such Party or its Affiliates that would prevent it from entering into cause such Party, or any of such Party’s Affiliates, to be unable to discharge timely the obligations of such Party or its Affiliates under this Amended Agreement or that would inhibit its ability the obligations of the Company under any agreement to perform its obligations under this Agreementwhich any of them is a party; (F) To the knowledge of such Party, (iii) it has taken all necessary corporate action no consent, approval or authorization of, or filing, registration or qualification with, any court or governmental authority on its the part of such Party is required to authorize for the execution and delivery of this Amended Agreement by such Party and the performance of its obligations hereunderand duties hereunder and such execution, delivery and performance shall not violate any other agreement to which such Party is bound; (ivG) this Agreement has been duly executed and delivered The Party is not acting as the representative or agent or in any other capacity, fiduciary or otherwise, on behalf of another Person in connection with the Company or the other matters referred to in this Amended Agreement. Such Party is aware that the other Party and/or Affiliates of such Partyother Party now and in the future shall be, and constitutes a legalin the past have been, valid engaged in businesses which are competitive with that of the Company. Each of the Parties hereby acknowledges and binding obligation agrees that the Parties’ obligations with respect to all future activities which are in competition with the Company are as set forth in Article 8 hereof; (H) No Party is required to cause the controlling persons of such Party to devote any specific portion of their time to Company business other than as necessary to fulfill such Parties’ obligations under this Amended Agreement and the Amended Advisory Agreement, as the case may be, and such controlling persons are expected to spend substantial amounts of their time on activities that is enforceable against it in accordance with its terms.are unrelated to the Company; (cI) It Such Party understands that the other Party is relying on the accuracy of the representations set forth in this Article 11 in entering into this Amended Agreement; (J) Such Party has not entered into any agreement with granted to any third party rights that is in conflict would be inconsistent with the rights granted to the other Party under by this Amended Agreement, ; (K) Such Party has all requisite licenses to do and perform all acts and receive all fees as contemplated by this Amended Agreement and the Amended Advisory Agreement; and (L) None of its principals has not taken been convicted of any action that would in any way prevent it from granting the rights granted to the other Party under this Agreementfelony, or that would otherwise materially conflict with or materially adversely affect the rights granted to the other Party under this Agreement. Its performance and execution of this Agreement will not result in a breach convicted of any other contract to which it is misdemeanor involving moral turpitude (including fraud), or entered a party. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (d) On the Effective Date, it is not aware plea of any action, suit, inquiry or investigation instituted by any third party that questions or threatens the validity of this Agreement. (e) All necessary consents, approvals and authorizations of all governmental authorities and other persons or entities required to be obtained by such Party nolo contendere in connection with the execution, delivery and performance of this Agreement have been obtainedany felony or any such misdemeanor. (f) To the best of its knowledge, each Party has, on the Effective Date, the right to grant to the other Party the rights and licenses granted by such Party to the other Party pursuant to this Agreement. (g) Each Party has, on the Effective Date, the necessary qualified personnel, equipment, technical know-how and other means to perform its duties under this Agreement in a timely manner in accordance with the terms hereof.

Mutual Representations and Warranties. 2.1 Each Party hereby of the Purchaser and the Vendor represents and warrants as followsto the other that: (a) It it is a corporation body corporate duly organizedformed, organized and validly existing subsisting and in good standing under the laws of the jurisdiction in which its incorporating or governing jurisdiction; (b) it is incorporated, and has full right, corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted business, execute and as deliver this Agreement and any agreement or instrument referred to or contemplated in by this Agreement; (c) this Agreement, includingwhen delivered in accordance with the terms hereof, without limitationwill constitute a valid and binding obligation enforceable against the entity in accordance with its terms, the right to grant the licenses it is granting hereunder.except: (b) On the Effective Date, (i) it has the full right as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and authority to enter into this Agreement and perform its obligations hereunderother similar laws of general application affecting enforcement of creditors’ rights generally, and (ii) it is as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies; (d) the consummation of this Agreement will not aware conflict with nor result in any breach of any impediment that would prevent it from entering into the Agreement agreement or that would inhibit its ability other instrument whatsoever to perform its obligations under this Agreement, which any Party hereto is a party or by which any Party is bound or to which any Party may be subject; (iiie) it has taken all necessary corporate action on its part required to authorize the execution and delivery of this Agreement and any agreements or documents contemplated hereby will not violate or result in the performance breach of the laws of any jurisdiction applicable or pertaining thereto or of its obligations hereunderconstating or charter documents, and (iv) this Agreement has been duly executed and delivered on behalf of nor will such Party, and constitutes a legal, valid and binding obligation of such Party that is enforceable against it in accordance with its terms. (c) It has not entered into any agreement with any third party that is in conflict with the rights granted to the other Party under this Agreement, and has not taken any action that would in any way prevent it from granting the rights granted to the other Party under this Agreement, or that would otherwise materially conflict with or materially adversely affect the rights granted to the other Party under this Agreement. Its performance and execution of this Agreement will not result in a breach of of, or accelerate the performance required by any contract or other contract commitment to which it is a party. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (d) On the Effective Date, party or by which it is not aware bound; and 2.2 The representations and warranties contained in Section 2.1 are provided for the mutual benefit of the Parties, and a breach of any actionone or more representations or warranties may be waived by the Parties in whole or in part at any time without prejudice to its rights in respect of any other breach of the same or any other representation or warranty, suit, inquiry or investigation instituted by any third party that questions or threatens and the validity representations and warranties contained in Section 2.1 will survive the Closing Date for a period of this Agreementtwo (2) years. (e) All necessary consents, approvals and authorizations of all governmental authorities and other persons or entities required to be obtained by such Party in connection with the execution, delivery and performance of this Agreement have been obtained. (f) To the best of its knowledge, each Party has, on the Effective Date, the right to grant to the other Party the rights and licenses granted by such Party to the other Party pursuant to this Agreement. (g) Each Party has, on the Effective Date, the necessary qualified personnel, equipment, technical know-how and other means to perform its duties under this Agreement in a timely manner in accordance with the terms hereof.

Mutual Representations and Warranties. Each Party hereby represents and warrants to each of the other Parties, and BN represents on behalf of itself and each of the Subsidiary Shareholders to each of the other Parties, as followsfollows and acknowledges that the other Parties are relying on such representations and warranties in connection with entering into this Agreement and consummating the Arrangement: (a) It it is a corporation duly organizedincorporated, amalgamated or continued and is validly existing and in good standing under the laws of the its governing jurisdiction in which it is incorporated, and has full the corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including, without limitation, the right to grant the licenses it is granting hereunder. (b) On the Effective Date, (i) it has the full right and authority to enter into this Agreement and and, subject to obtaining the requisite approvals contemplated hereby, to perform its obligations hereunder, ; (iib) it is not aware has all necessary corporate power and authority to execute and deliver this Agreement, the Plan of any impediment that would prevent Arrangement and the other agreements and documents to be entered into by it from entering into in connection with the Agreement or that would inhibit its ability Arrangement, to perform its obligations hereunder and thereunder and, subject to obtaining any required shareholder or Court approvals, to consummate the transactions contemplated hereunder and thereunder; (c) the execution and delivery of this Agreement by it and the completion by it of the transactions contemplated herein do not and will not: (i) result in the breach of, or violate any term or provision of, its articles or by-laws; (ii) conflict with, result in the breach of, constitute a default under, or accelerate or permit the acceleration of the performance required by, any agreement, instrument, license, permit or authority to which it is a party or by which it is bound, or to which any assets of such Party are subject, or result in the creation of any Encumbrance upon any of its assets under this Agreementany such agreement or instrument, or give to others any interest or right, including rights of purchase, termination cancellation or acceleration, under any such agreement, instrument, license, permit or authority, which in any case would have a material adverse effect on it; or (iii) it violate any provisions of any Law or any judicial or administrative award, judgement, order or decree applicable and known to it, the violation of which would have a material adverse effect on it; (d) no dissolution, winding-up, bankruptcy, liquidation or similar proceeding has taken all necessary corporate action on its part required been commenced or is pending or, to authorize such Party’s knowledge, is proposed in respect of it, except as contemplated by the Plan of Arrangement; (e) the execution and delivery of this Agreement and the performance completion of the transaction contemplated herein have been duly approved by its obligations hereunderboard of directors, and (iv) this Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid and binding obligation of such Party that is enforceable against it in accordance with its terms., subject to bankruptcy, insolvency and other laws affecting the enforcement of creditors’ rights generally and to general principles of equity and limitations upon the enforcement of indemnification for fines or penalties imposed by law; and (cf) It has other than the Interim Order, the Final Order and the Exemption (if the BN Shareholder Approval is not entered into any agreement with any third party that is in conflict with the rights granted to the other Party under this Agreementobtained), and has not taken any action that would in any way prevent it from granting the rights granted to the other Party under this Agreementno authorization of, or that would otherwise materially conflict with other action by or materially adversely affect in respect of, or filing, recording, registering or publication with, any Governmental Authority is necessary on the rights granted to part of the other Party under this Agreement. Its performance and execution Parties for the consummation by the Parties of this Agreement will not result in a breach of any other contract to which it is a party. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (d) On the Effective Date, it is not aware of any action, suit, inquiry or investigation instituted by any third party that questions or threatens the validity of this Agreement. (e) All necessary consents, approvals and authorizations of all governmental authorities and other persons or entities required to be obtained by such Party their obligations in connection with the execution, delivery and performance of this Agreement have been obtained. (f) To the best of its knowledge, each Party has, on the Effective Date, the right to grant to the other Party the rights and licenses granted by such Party to the other Party pursuant to this Agreement. (g) Each Party has, on the Effective Date, the necessary qualified personnel, equipment, technical know-how and other means to perform its duties Arrangement under this Agreement or for the completion of the Arrangement, except for such authorizations and filings as would not, individually or in a timely manner in accordance with the terms hereofaggregate, reasonably be expected to prevent or materially delay the ability of any of the Parties to consummate the Arrangement.

Mutual Representations and Warranties. Each Party hereby represents and warrants to the other Party that as followsof the Effective Date of this Agreement: (a) 6.1.1 It is a corporation duly organized, organized and validly existing and in good standing under the laws of the its jurisdiction in which it is incorporatedof incorporation or formation, and has full corporate or other power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including, without limitation, the right to grant the licenses it is granting hereunder. (b) On the Effective Date, (i) it has the full right and authority to enter into this Agreement Agreement, and to carry out the provisions hereof. 6.1.2 It is duly authorized to execute and deliver this Agreement, and to perform its obligations hereunder, (ii) it is not aware of any impediment that would prevent it from entering into and the person or persons executing this Agreement or that would inhibit its ability to perform its obligations under this Agreement, (iii) it has taken all necessary corporate action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder, and (iv) this Agreement behalf has been duly executed authorized to do so by all requisite corporate action. 6.1.3 This Agreement is legally binding upon it and delivered on behalf of such Party, and constitutes a legal, valid and binding obligation of such Party that is enforceable against it in accordance with its terms. The execution, delivery and performance of this Agreement by it does not conflict with any agreement, instrument or understanding, oral or written, to which it is a party and by which it may be bound, or with its charter or by-laws. (c) 6.1.4 It has not entered into granted, and will not grant, during the Term, any agreement with right to any third party Third Party that is in would conflict with the rights granted to the other Party hereunder. 6.1.5 Neither Party nor any of its Affiliates has been debarred or is subject to debarment and neither Party nor any of its Affiliates will use in any capacity, in connection with the exercise of its rights and the performance of its obligations under this Agreement, any person or entity that has been debarred pursuant to Section 306 of the United States Federal Food, Drug, and has not taken Cosmetic Act or any action that would similar law in any way prevent it from granting foreign jurisdiction, or that is the rights granted subject of a conviction described in such section or similar law in any foreign jurisdiction. Each Party agrees to inform the other Party in writing immediately if it or any person or entity that is performing activities under this Agreement, is debarred or that would otherwise materially conflict with is the subject of a conviction described in Section 306 or materially adversely affect the rights granted to the other Party under this Agreement. Its performance and execution of this Agreement will not result similar law in a breach of any other contract to which it is a party. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933foreign jurisdiction, AS AMENDED. (d) On the Effective Date, it is not aware of or if any action, suit, inquiry claim, investigation or investigation instituted by legal or administrative proceeding is pending or, to the best of the notifying Party’s knowledge, is threatened, relating to the debarment or conviction of the notifying Party or any third party that questions person or threatens the validity of this Agreement. (e) All necessary consents, approvals and authorizations of all governmental authorities and other persons or entities required to be obtained entity used in any capacity by such Party or any of its Affiliates in connection with the execution, delivery and performance of this Agreement have been obtained. (f) To the best of its knowledge, each Party has, on the Effective Date, the right to grant to the other Party the rights and licenses granted by such Party to the other Party pursuant to obligations under this Agreement. (g) Each Party has, on the Effective Date, the necessary qualified personnel, equipment, technical know-how and other means to perform its duties under this Agreement in a timely manner in accordance with the terms hereof.

Mutual Representations and Warranties. Each Party hereby party represents and warrants to the other as follows: (ai) It it is a corporation duly organized, organized and validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, and has full corporate power and authority and the legal right to own and operate state or country of its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including, without limitation, the right to grant the licenses it is granting hereunderincorporation; ****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. (b) On the Effective Date, (iii) it has the full complete and unrestricted power and right and authority to enter into this Agreement and to perform its obligations hereunder, (ii) it is not aware of any impediment that would prevent it from entering into the Agreement or that would inhibit its ability to perform its obligations under this Agreement, ; (iii) it has taken all necessary corporate action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder, and (iv) this Agreement has been duly authorized, executed and delivered on behalf of by such Party, party and constitutes a legal, valid and binding obligation of such Party that is party enforceable against it such party in accordance with its terms.terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent transfer, or other similar laws affecting the rights and remedies of creditors generally and by general principles of equity; (civ) It the execution, delivery and performance of this Agreement by such party do not conflict with any agreement, instrument or understanding, oral or written, to which such party is a party or by which such party may be bound, nor violate any law or regulation of any court, governmental body or administrative or other agency having authority over such party; (v) all consents, approvals and authorizations from all governmental authorities or other third parties required to be obtained by such party in connection with the execution and delivery of this Agreement have been obtained; (vi) no person or entity has or will have, as a result of the transactions contemplated by this Agreement, any right, interest or valid claim against or upon such party for any commission, fee or other compensation as a finder or broker because of any act by such party or its agents, or, with respect to Company, because of any act by its Affiliates or Sublicensees; and (vii) it has not entered into any agreement with any third party that is in conflict with the rights granted to the other Party under this Agreement, and has not taken any action that would in any way prevent it from granting the rights granted to the other Party under this Agreement, or that would otherwise materially conflict with or materially adversely affect the rights granted to the other Party under this Agreement. Its performance and execution of this Agreement will not result in a breach of any other contract to which it is a party. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (d) On the Effective Date, it is not aware of any action, suit, inquiry or investigation instituted by any third party that questions or threatens the validity of this Agreement. (e) All necessary consents, approvals and authorizations of all governmental authorities and other persons or entities required to be obtained by such Party in connection with the execution, delivery and performance of this Agreement have been obtained. (f) To the best of its knowledge, each Party has, on the Effective Date, the right to grant to the other Party the rights and licenses granted by such Party to the other Party pursuant to this Agreement. (g) Each Party has, on the Effective Date, the necessary qualified personnel, equipment, technical know-how and other means to perform its duties under this Agreement in a timely manner in accordance with the terms hereof.

Mutual Representations and Warranties. Each Party of the Parties hereby represents and warrants (on its own behalf and on behalf of its Affiliates, where applicable) as of the Execution Date to the other Party as follows: (a) It it is a corporation duly organized, organized and validly existing and in good standing under the laws applicable Law of the its jurisdiction in which of incorporation and it is incorporated, and has full corporate power and authority and the legal right has taken all corporate action necessary to own enter into and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in perform this Agreement, including, without limitation, the right to grant the licenses it is granting hereunder.; (b) On the Effective Date, (i) it has the full right and authority to enter into this Agreement is a legal and perform its obligations hereunder, (ii) it is not aware of any impediment that would prevent it from entering into the Agreement or that would inhibit its ability to perform its obligations under this Agreement, (iii) it has taken all necessary corporate action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder, and (iv) this Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid and obligation binding obligation of upon such Party that is and enforceable against it in accordance with its terms.. The person or persons executing this Agreement on such Party’s behalf have been duly authorized to do so by all requisite corporate action; (c) It it has not entered into been debarred or the subject of debarment proceedings by any agreement with any third party that is in conflict with the rights granted to the other Party under this Agreement, and has not taken any action that would in any way prevent it from granting the rights granted to the other Party under this Agreement, or that would otherwise materially conflict with or materially adversely affect the rights granted to the other Party under this Agreement. Its performance and execution of this Agreement will not result in a breach of any other contract to which it is a party. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.Governmental Authority; (d) On the Effective Dateto its Knowledge, it is and its Affiliates have not aware of violated the U.S. Foreign Corrupt Practices Act, UK Bribery Act Foreign Corrupt, and any actionother Laws governing bribery, suit, inquiry money laundering or investigation instituted by any third party that questions or threatens the validity of this Agreement.other corrupt practice and behavior; (e) All necessary it is licensed, registered, or qualified under applicable Law to do business, and has obtained, or will obtain by the Closing Date, such licenses, consents, approvals and authorizations of all governmental authorities and other persons or entities completed such registrations or made such notifications as may be necessary or required by applicable Law (including those required pursuant to be obtained by such Party in connection with the HSR Act); and (f) to its Knowledge, the execution, delivery and performance of this Agreement have been obtained. (f) To Agreement, and compliance with its terms and provisions, and the best consummation of its knowledgethe transaction contemplated hereby, each Party has, on the Effective Date, the right to grant to the other Party the rights and licenses granted by such Party will not conflict, interfere or be inconsistent with, result in any breach of or constitute a default under, any agreement or other instrument or understanding, oral or written, to which it, or any of its Affiliates, is a party or by which it, or any of its Affiliates, is bound, nor to its knowledge violate any applicable Law; and it is, as between the other Party pursuant Parties, solely responsible to this Agreementensure compliance by it and its Affiliates with all applicable Laws. (g) Each Party has, on the Effective Date, the necessary qualified personnel, equipment, technical know-how and other means to perform its duties under this Agreement in a timely manner in accordance with the terms hereof.

Mutual Representations and Warranties. Each Party hereby represents and warrants to the other Party as followsof the Effective Date that: (a) It such Party is a corporation or entity duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, of its incorporation and has full corporate power and authority to execute and deliver this Agreement and the legal right to own and operate its property and assets Trademark License Agreement and to carry on its business as it is now being conducted out the provisions hereof and as contemplated in this Agreement, including, without limitation, the right to grant the licenses it is granting hereunder.thereof; (b) On the Effective Datesuch Party is duly authorized, (i) it has the full right by all requisite corporate action, to execute and authority to enter into this Agreement and perform its obligations hereunder, (ii) it is not aware of any impediment that would prevent it from entering into the Agreement or that would inhibit its ability to perform its obligations under this Agreement, (iii) it has taken all necessary corporate action on its part required to authorize the execution and delivery of deliver this Agreement and the performance of its obligations hereunderTrademark License Agreement and to carry out the provisions hereof and thereof, and (iv) the Person executing this Agreement has been duly executed and delivered the Trademark License Agreement on behalf of such Party, and constitutes a legal, valid and binding obligation of such Party that is enforceable against it in accordance with its terms.duly authorized to do so by all requisite corporate action; (c) It has not entered into any agreement with any third party that is in conflict with the rights granted to the other Party under this Agreementno consent, and has not taken any action that would in any way prevent it from granting the rights granted to the other Party under this Agreementapproval, order or authorization of, or that would otherwise materially conflict with registration, qualification, designation, declaration or materially adversely affect filing with, any federal, state or local governmental authority is required on the rights granted to the other Party under this Agreement. Its performance and execution part of this Agreement will not result in a breach of any other contract to which it is a party. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (d) On the Effective Date, it is not aware of any action, suit, inquiry or investigation instituted by any third party that questions or threatens the validity of this Agreement. (e) All necessary consents, approvals and authorizations of all governmental authorities and other persons or entities required to be obtained by such Party in connection with the valid execution, delivery and performance of this Agreement have been obtained.and the Trademark License Agreement, except where the failure to obtain any of the foregoing could not, individually or in the aggregate, reasonably be expected to materially adversely affect such Party’s ability to consummate the transactions contemplated herein or therein or perform its obligations hereunder or thereunder; (fd) To this Agreement and the best of its knowledge, each Party has, on the Effective Date, the right to grant to the other Party the rights Trademark License Agreement are legal and licenses granted by valid obligations binding upon such Party to the other Party pursuant to this Agreement. (g) Each Party has, on the Effective Date, the necessary qualified personnel, equipment, technical know-how and other means to perform its duties under this Agreement in a timely manner enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws; and (e) the execution, delivery and performance by it of this Agreement and the Trademark License Agreement and its compliance with the terms hereofand provisions of this Agreement and the Trademark License Agreement does not and will not (i) conflict with or result in a violation or breach of any of the terms, conditions or provisions of its certificate or articles of incorporation or by-laws (or other comparable corporate charter documents); (ii) conflict with or result in a violation or breach of any term or provision of any law or order applicable to it; or (iii) (A) conflict with or result in a violation or breach of, (B) constitute (with or without notice or lapse of time or both) a default under, (C) require it to obtain any consent, approval or action of, make any filing with or give any notice to any Person as a result or under the terms of, or (D) result in the creation or imposition of any Lien upon it or any of the InSite Intellectual Property under, any contract, instrument or license to which it is a party or by which any of its assets and properties is bound; except, in the case of (i), (ii) and (iii) above, which could not, individually or in the aggregate, reasonably be expected to materially adversely affect its ability to consummate the transactions contemplated herein or perform its obligations hereunder, and except, in the case of (iii)(A), (B) and (D) above, with respect to (x) that certain Amended and Restated Security Agreement, dated as of December 30, 2005, by and between InSite and The Bank of New York (the “Security Agreement”) and (y) the 2003 Senior Notes, the 2005 Senior Notes (each as defined in the Security Agreement), as amended on December 22, 2006, and those senior secured promissory notes issued by InSite on January 11, 2006, as amended on December 22, 2006 (the “2006 Senior Notes,” and together with the 2003 Senior Notes and the amended 2005 Senior Notes, the “Senior Secured Notes”).

Mutual Representations and Warranties. Each Party hereby of the Parties, severally and not jointly, represents and warrants to each other Party that the following statements are true, correct, and complete as followsof the date hereof (or, if later, the date that such Party first became or becomes a Party) but, solely with respect to the Debtors, subject to any limitations or approvals arising from, or required by, the commencement of the Chapter 11 Cases: (a) It it is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporatedstate of its organization, and has full corporate power this Agreement is a legal, valid, and authority and the legal right binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, or other similar laws relating to own and operate its property and assets and or limiting creditors’ rights generally or by equitable principles relating to carry on its business as it is now being conducted and as contemplated in this Agreement, including, without limitation, the right to grant the licenses it is granting hereunder.enforceability; (b) On except as expressly provided in this Agreement or as may be required for disclosure by the Effective DateSEC, no material consent or approval of, or any registration or filing with, any governmental authority or regulatory body is required for it to carry out and perform its obligations under this Agreement and the Amended Plan; (ic) it has the full right all requisite organizational power and authority to enter into this Agreement and to carry out the transactions contemplated by, and perform its obligations hereunderunder, this Agreement and the Amended Plan; (iid) it is not aware of any impediment that would prevent it from entering into the Agreement or that would inhibit its ability to perform its obligations under this Agreement, (iii) it has taken all necessary corporate action on its part required to authorize the execution and delivery by it of this Agreement Agreement, and the performance of its obligations hereunder, and have been duly authorized by all necessary organizational action on its part; (ive) it has been represented by counsel in connection with this Agreement has been duly executed and delivered on behalf of such Partythe transactions contemplated by this Agreement; and (f) the execution, delivery, and constitutes a legal, valid and binding obligation of performance by such Party that is enforceable against it in accordance with its terms. (c) It has not entered into any agreement with any third party that is in conflict with the rights granted to the other Party under this Agreement, and has not taken any action that would in any way prevent it from granting the rights granted to the other Party under this Agreement, or that would otherwise materially conflict with or materially adversely affect the rights granted to the other Party under this Agreement. Its performance and execution of this Agreement does not and will not (i) violate any provision of law, rule, or regulation applicable to it or any of its subsidiaries or its charter or bylaws (or other similar governing documents) or those of any of its subsidiaries, (ii) conflict with, result in a breach of, or constitute (with or without notice or lapse of time or both) a default under any other contract material debt for borrowed money to which it or any of its subsidiaries is a party. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDor (iii) violate any order, writ, injunction, decree, statute, rule, or regulation. (d) On the Effective Date, it is not aware of any action, suit, inquiry or investigation instituted by any third party that questions or threatens the validity of this Agreement. (e) All necessary consents, approvals and authorizations of all governmental authorities and other persons or entities required to be obtained by such Party in connection with the execution, delivery and performance of this Agreement have been obtained. (f) To the best of its knowledge, each Party has, on the Effective Date, the right to grant to the other Party the rights and licenses granted by such Party to the other Party pursuant to this Agreement. (g) Each Party has, on the Effective Date, the necessary qualified personnel, equipment, technical know-how and other means to perform its duties under this Agreement in a timely manner in accordance with the terms hereof.

Mutual Representations and Warranties. Each Party hereby represents represents, warrants, and warrants covenants (as applicable) to the other Party as follows: (a) It As of the Execution Date and the Effective Date, is a company or corporation duly organized, validly existing existing, and in good standing under the laws of the jurisdiction in which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including, without limitation, including the right to grant the licenses granted by it is granting hereunder.; (b) On As of the Execution Date and the Effective Date, (i) it has the full right corporate power and authority and the legal right to enter into this Agreement and perform its obligations hereunder, (ii) it is not aware of any impediment that would prevent it from entering into the Agreement or that would inhibit its ability to perform its obligations under this Agreement, (iii) it . It has taken all necessary corporate action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder, and (iv) this . This Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid valid, and binding obligation of such Party that is enforceable against it in accordance with its terms.; (c) As of the Execution Date and the Effective Date, the execution, delivery and performance of this Agreement by such Party (i) are not prohibited or limited by, and shall not result in the breach of or a default under, any provision of the certificate or articles of incorporation or bylaws of such Party; (ii) do not conflict with any Applicable Law applicable to such Party; and (iii) do not conflict with, result in a breach of or constitute a default under any agreement binding on such Party or any applicable order, writ, injunction or decree of any Governmental Authority to which such Party is a party or by which such Party is bound. Such Party has not previously granted any rights in conflict with the rights and licenses granted by it herein. As of the Effective Date, except with respect to the Existing License Agreements, there are no existing agreements, options, commitments or rights with, of or to any Person to acquire or obtain any rights with respect to such Party’s intellectual property rights in conflict with the rights and licenses granted by such Party herein; (d) In the course of the development of Lyell Technology, including Lyell Anti-Exhaustion Technology, Lyell has not used prior to the Execution Date and neither Party shall use, during the Term, any employee, agent or independent contractor who has been debarred by any Regulatory Authority, or, to the best of such Party’s knowledge, is the subject of debarment proceedings by a Regulatory Authority; (e) It has not entered into not, and will not, after the Execution Date and during the Term, grant any agreement with right to any third party Third Party that is in would conflict with the rights granted to the other Party under this Agreement, and has not taken any action that would in any way prevent it from granting the rights granted to the other Party under this Agreement, or that would otherwise materially conflict with or materially adversely affect the rights granted to the other Party under this Agreement. Its performance and execution of this Agreement will not result in a breach of any other contract to which it is a party. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.hereunder; and (df) On Except for any filings that may be required to comply with the Effective DateHSR Act or with respect to Regulatory Authorities to perform the transactions contemplated hereby, it is not aware of any action, suit, inquiry or investigation instituted by any third party that questions or threatens the validity of this Agreement. (e) All necessary consents, approvals and authorizations of all governmental authorities and other persons or entities will not be required to be obtained by such Party give any notice to any Governmental Authority or obtain any approval in connection with the execution, execution and delivery and performance of this Agreement have been obtainedor the consummation or performance of any of the transactions contemplated hereby. (f) To the best of its knowledge, each Party has, on the Effective Date, the right to grant to the other Party the rights and licenses granted by such Party to the other Party pursuant to this Agreement. (g) Each Party has, on the Effective Date, the necessary qualified personnel, equipment, technical know-how and other means to perform its duties under this Agreement in a timely manner in accordance with the terms hereof.

Mutual Representations and Warranties. Each Party hereby represents and warrants to the other Party as followsof the Effective Date that: (a) It such Party is a corporation or entity duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, of its incorporation and has full corporate power and authority to execute and the legal right to own and operate its property and assets deliver this Agreement and to carry on its business as it is now being conducted and as contemplated in this Agreement, including, without limitation, out the right to grant the licenses it is granting hereunder.provisions hereof; (b) On the Effective Datesuch Party is duly authorized, (i) it has the full right by all requisite corporate action, to execute and authority to enter into deliver this Agreement and perform its obligations hereunderto carry out the provisions hereof, (ii) it is not aware of any impediment that would prevent it from entering into and the Agreement or that would inhibit its ability to perform its obligations under this Agreement, (iii) it has taken all necessary corporate action on its part required to authorize the execution and delivery of Person executing this Agreement and the performance of its obligations hereunder, and (iv) this Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid and binding obligation of such Party that is enforceable against it in accordance with its terms.duly authorized to do so by all requisite corporate action; (c) It has not entered into any agreement with any third party that is except as set forth in conflict with the rights granted to the other Party under this License Agreement, and has not taken any action that would in any way prevent it from granting the rights granted to the other Party under this Agreementno consent, approval, order or authorization of, or that would otherwise materially conflict with registration, qualification, designation, declaration or materially adversely affect filing with, any federal, state or local governmental authority is required on the rights granted to the other Party under this Agreement. Its performance and execution part of this Agreement will not result in a breach of any other contract to which it is a party. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (d) On the Effective Date, it is not aware of any action, suit, inquiry or investigation instituted by any third party that questions or threatens the validity of this Agreement. (e) All necessary consents, approvals and authorizations of all governmental authorities and other persons or entities required to be obtained by such Party in connection with the valid execution, delivery and performance of this Agreement have Agreement, except where the failure to obtain any of the foregoing could not, individually or in the aggregate, reasonably be expected to materially adversely affect such Party’s ability to consummate the transactions contemplated herein or perform its obligations hereunder; *Indicates that certain information contained herein has been obtainedomitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (fd) To the best of its knowledge, each Party has, on the Effective Date, the right to grant to the other Party the rights this Agreement is a legal and licenses granted by valid obligation binding upon such Party to the other Party pursuant to this Agreement. (g) Each Party has, on the Effective Date, the necessary qualified personnel, equipment, technical know-how and other means to perform its duties under this Agreement in a timely manner enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws; and (e) the execution, delivery and performance by it of this Agreement and its compliance with the terms hereofand provisions of this Agreement does not and will not, except as set forth in the License Agreement, (i) conflict with or result in a violation or breach of any of the terms, conditions or provisions of its certificate or articles of incorporation or by-laws (or other comparable corporate charter documents); (ii) conflict with or result in a violation or breach of any term or provision of any law or order applicable to it; or (iii) (A) conflict with or result in a violation or breach of, (B) constitute (with or without notice or lapse of time or both) a default under, (C) require it to obtain any consent, approval or action of, make any filing with or give any notice to any Person as a result or under the terms of, any contract, instrument or license to which it is a party or by which any of its assets and properties is bound; except, in the case of (i), (ii) and (iii) above, which could not, individually or in the aggregate, reasonably be expected to materially adversely affect its ability to consummate the transactions contemplated herein or perform its obligations hereunder.

Mutual Representations and Warranties. Each Party hereby represents and warrants to the other Party as follows: (a) It is a corporation The execution, delivery and performance of this Agreement by such Party has been duly organized, validly existing and in good standing under authorized by all necessary action on the laws part of the jurisdiction in which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including, without limitation, the right to grant the licenses it is granting hereundersuch Party. (b) On the Effective Date, (i) it has the full right and authority to enter into this Agreement and perform its obligations hereunder, (ii) it is not aware of any impediment that would prevent it from entering into the Agreement or that would inhibit its ability to perform its obligations under this Agreement, (iii) it has taken all necessary corporate action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder, and (iv) this This Agreement has been duly executed and delivered on behalf of by such Party and assuming due authorization, execution and delivery by the other Party, and constitutes a legal, valid and binding obligation of such Party that is Party, enforceable against it such Party in accordance with its terms, subject to (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights and remedies generally, and (ii) the effect of general equitable principles, regardless of whether asserted in a proceeding in equity or at law. (c) It has not entered into any agreement with any third party that is in conflict with the rights granted to the other Party under this Agreement, and has not taken any action that would in any way prevent it from granting the rights granted to the other Party under this Agreement, or that would otherwise materially conflict with or materially adversely affect the rights granted to the other Party under this Agreement. Its performance and execution of this Agreement will not result in a breach of any other contract to which it is a party. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (d) On the Effective Date, it is not aware of any action, suit, inquiry or investigation instituted by any third party that questions or threatens the validity of this Agreement. (e) All necessary consents, approvals and authorizations of all governmental authorities and other persons or entities required to be obtained by such Party in connection with the Such Party’s execution, delivery and performance of this Agreement have been obtainedand the consummation of the transaction contemplated hereby does not and will not (i) violate, conflict with or result in the breach of any provision of the certificate of incorporation or by-laws (or similar organizational documents) of such Party, (ii) conflict with or violate any Law or governmental order applicable to such Party or its assets, properties or businesses, or (iii) conflict with, result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would be come a default) under, require any consent under, or give to other any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, or result in the creation of any encumbrance on any of its outstanding shares of common stock or preferred stock or any of the assets or properties of such Party pursuant to, any note, bond, mortgage or indenture, contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement to which it is a party or by which any of such Party’s shares of common stock or preferred stock or any of the Party’s assets or properties is bound or affected. (fd) To the best of It is not a party to any litigation relating to, or that could reasonably be expected to affect, its knowledge, each Party has, on the Effective Date, the right ability to grant to the other Party the rights and licenses granted by such Party to the other Party pursuant to perform its obligations under this Agreement. (g) Each Party has, on the Effective Date, the necessary qualified personnel, equipment, technical know-how and other means to perform its duties under this Agreement in a timely manner in accordance with the terms hereof.

Mutual Representations and Warranties. Each Party of the Parties hereby represents and warrants warrants, as of the Effective Date to the other Party as follows: (a) 12.1.1. It is a corporation duly organized, organized and validly existing and in good standing under the laws Applicable Law of the its jurisdiction in which of incorporation and it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including, without limitation, the right to grant the licenses it is granting hereunder. (b) On the Effective Date, (i) it has the full right and authority taken all corporate action necessary to enter into this Agreement and perform its obligations hereunder, (ii) it is not aware of any impediment that would prevent it from entering into the Agreement or that would inhibit its ability to perform its obligations under this Agreement, (iii) it has taken all necessary corporate action on its part required to authorize the execution ; 12.1.2. This Agreement is a legal and delivery of this Agreement and the performance of its obligations hereunder, and (iv) this Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid and obligation binding obligation of upon such Party that is and enforceable against it in accordance with its terms. (c) It has not entered into any agreement with any third party that is in conflict with the rights granted to the other Party under this Agreement, and has not taken any action that would in any way prevent it from granting the rights granted to the other Party under this Agreement, or that would otherwise materially conflict with or materially adversely affect the rights granted to the other Party under this Agreement. Its performance and execution of this Agreement will not result in a breach of any other contract to which it is a party. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (d) On the Effective Date, it is not aware of any action, suit, inquiry or investigation instituted by any third party that questions or threatens the validity of this Agreement. (e) All necessary consents, approvals and authorizations of all governmental authorities and other persons or entities required to be obtained by such Party in connection with the The execution, delivery and performance of the Agreement, and compliance with its terms and provisions, and the consummation of the transaction contemplated hereby, by such Party will not materially conflict, interfere or be inconsistent with, result in any material breach of or constitute a material default under, any agreement, instrument or understanding, oral or written, to which it is a party or by which it is bound, nor to its knowledge violate any Applicable Law. The person or persons executing this Agreement on such Party’s behalf have been obtained.duly authorized to do so by all requisite corporate action; (f) 12.1.3. To the best of its knowledge, each Party hasno government authorization, on the Effective Dateconsent, approval, license, exemption of or filing or registration with any court or Governmental Authority or under Applicable Law, is or will be necessary for, or in connection with, the transaction contemplated by this Agreement or any other agreement or instrument executed concurrently herewith, or (except for Regulatory Approvals, licenses, clearances and the like necessary for the commercialization, research, development, manufacture, sales or marketing of pharmaceutical products and except for any required filing with the United States Securities and Exchange Commission) for the performance by it of its obligations under this Agreement; 12.1.4. It has not been debarred or the subject of debarment proceedings by any Governmental Authority; 12.1.5. To its knowledge it and its Affiliates have not violated any applicable anticorruption or anti-bribery law or regulation, including the U.S. Foreign Corrupt Practices Act of 1977, as amended, or the regulations promulgated thereunder (collectively, “Anticorruption Laws”); 12.1.6. It has established and maintains reasonable internal controls intended to ensure compliance with Anticorruption Laws, including reasonable reporting requirements; and 12.1.7. It has not granted any right to grant any Third Party relating to any intellectual property or proprietary right licensed, granted or assigned by it to the other Party hereunder that conflicts with the rights and licenses licensed, granted by such Party or assigned to the other Party pursuant to this Agreementhereunder. (g) Each Party has, on the Effective Date, the necessary qualified personnel, equipment, technical know-how and other means to perform its duties under this Agreement in a timely manner in accordance with the terms hereof.

Mutual Representations and Warranties. Each Party hereby represents and warrants as followsthat: (a) It it is a corporation duly organized, validly existing organized and in good standing under the laws Laws of the jurisdiction in which it is incorporatedof its incorporation, and it has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as it is contemplated in to be conducted by this Agreement, including, without limitation, the right to grant the licenses it is granting hereunder.; (b) On the Effective Date, (i) it has the full right right, power and authority to enter into this Agreement and perform to grant the rights and licenses granted by it under this Agreement; (c) as of the Effective Date, there are no existing or, to its obligations hereunderknowledge, (ii) it is not aware threatened actions, suits or claims pending with respect to the subject matter of any impediment that would prevent it from entering into the this Agreement or that would inhibit its ability right to enter into and perform its obligations under this Agreement; (d) as of the Effective Date, (iii) it has taken all necessary corporate action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder, and under this Agreement; (ive) this Agreement has been duly executed and delivered on behalf of such Partyit, and constitutes a legal, valid and valid, binding obligation of such Party that is obligation, enforceable against it in accordance with its terms.the terms hereof, subject to the general principles of equity and to bankruptcy, insolvency, moratorium and other similar Laws affecting the enforcement of creditors’ rights generally; (cf) It has not entered into any agreement with any third party that is in conflict with the rights granted to the other Party under this Agreement, and has not taken any action that would in any way prevent it from granting the rights granted to the other Party under this Agreement, or that would otherwise materially conflict with or materially adversely affect the rights granted to the other Party under this Agreement. Its performance and execution as of this Agreement will not result in a breach of any other contract to which it is a party. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (d) On the Effective Date, it is not aware of any action, suit, inquiry or investigation instituted by any third party that questions or threatens the validity of this Agreement. (e) All all necessary consents, approvals and authorizations of all governmental authorities Regulatory Authorities and Governmental Authorities and other persons or entities Persons required to be obtained by such Party it in connection with the execution, execution and delivery of this Agreement and the performance of its obligations under this Agreement have been obtained.obtained (other than Regulatory Approvals to develop, market and commercialize Licensed Products); (fi) To the best of its knowledgeneither such Party nor, each Party has, on the Effective Date, the right to grant to the other actual knowledge of such Party, any employee, agent or subcontractor of such Party involved or to be involved in the rights development and licenses granted commercialization of Licensed Products has been debarred under Subsection (a) or (b) of Section 306 of the United States Federal Food, Drug, and Cosmetic Act (21 U.S.C. 335a); (ii) no Person who is known by such Party to have been debarred under Subsection (a) or (b) of Section 306 of such Act will be employed by such Party in the other Party pursuant performance of any activities hereunder; and (iii) to this Agreement.the actual knowledge of such Party, no Person on any of the FDA clinical investigator enforcement lists (including the (1) Disqualified/Totally Restricted List, (2) Restricted List and (3) Adequate Assurances List) will participate in the performance of any activities hereunder; and (gh) Each Party has, on the Effective Date, the necessary qualified personnel, equipment, technical know-how execution and other means to perform its duties under delivery of this Agreement in and the performance of its obligations hereunder do not conflict with, or constitute a timely manner in accordance with the terms hereofdefault under, any of its contractual obligations.

Mutual Representations and Warranties. Each Party party hereby represents and warrants to the other as follows: (aA) It is a corporation duly organized, validly existing and in good standing under has the laws of the jurisdiction in which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in by this Agreement, includingand to enter into, without limitationand perform in accordance with, the right to grant the licenses it is granting hereunderterms of this Agreement. (bB) On It has, and its officers acting on its behalf have, the Effective Date, (i) it has the full right and requisite corporate authority to enter into engage in the transactions contemplated by this Agreement, and the execution and delivery of this Agreement, the consummation of the transactions herein contemplated and compliance with the terms, conditions and provisions of this Agreement do not and perform will not violate, conflict with or result in a breach of any of the terms, conditions or provisions of applicable law, its obligations hereunderorganizational and governing documents or any agreement or instrument to which it is a party or by which it is bound, (ii) or constitute a default thereunder; and it is not aware of a party to or bound to any impediment that would prevent it from entering into the Agreement agreement or that would inhibit instrument or subject to any corporate restriction or judgment, order, writ, injunction, decree, law, rule or regulation which may materially and adversely affect its ability to perform its obligations under this Agreement. (C) This Agreement constitutes a valid and binding obligation of such party, enforceable against it in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, receivership, reorganization and other similar laws relating to creditors’ rights generally and to general principles of equity. (iiiD) it It has taken obtained all necessary corporate action on its part consents, approvals, licenses, exemptions or authorizations of, or filings or registrations with, any government or governmental body which are required to authorize in connection with the execution and delivery of this Agreement and the performance Performance of its obligations hereunder, the failure to obtain which could materially and (iv) this Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid and binding obligation of such Party that is enforceable against it in accordance with its terms. (c) It has not entered into any agreement with any third party that is in conflict with the rights granted to the other Party under this Agreement, and has not taken any action that would in any way prevent it from granting the rights granted to the other Party under this Agreement, or that would otherwise materially conflict with or materially adversely affect the rights granted its ability to the other Party perform its obligations under this Agreement. Its performance and execution of this Agreement will not result in a breach of any other contract to which it is a party. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (d) On the Effective Date, it is not aware of any action, suit, inquiry or investigation instituted by any third party that questions or threatens the validity of this Agreement. (eE) All necessary consentsThere is no pending action, approvals and authorizations suit, proceeding, inquiry or investigation with respect to which notice has been served upon it before any court, governmental or public entity or arbitrator against or affecting, directly or indirectly, it or any of all governmental authorities and other persons or entities required its properties, which if adversely determined would have a material adverse effect on its ability to be obtained by such Party in connection with the executionperform its obligations hereunder, delivery and performance of this Agreement have been obtained. (f) To and, to the best of its knowledge, each Party has, on the Effective Date, the right to grant to the other Party the rights and licenses granted by no such Party to the other Party pursuant to this Agreementaction or proceeding has been threatened. (g) Each Party has, on the Effective Date, the necessary qualified personnel, equipment, technical know-how and other means to perform its duties under this Agreement in a timely manner in accordance with the terms hereof.

Mutual Representations and Warranties. Each Party hereby represents represents, warrants and warrants covenants to the other Party as followsof the Effective Date that: (a) It 10.1.1 such Party is a corporation or entity duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, country (or applicable subdivision thereof) of incorporation and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including, without limitation, the right to grant the licenses it is granting hereunder. (b) On the Effective Date, (i) it has the full right and authority to enter into this Agreement and perform its obligations hereunderto carry out the provisions hereof; 10.1.2 such Party is duly authorized, (ii) it is not aware of any impediment that would prevent it from entering into the Agreement or that would inhibit its ability by all requisite corporate action, to perform its obligations under this Agreement, (iii) it has taken all necessary corporate action on its part required to authorize the execution execute and delivery of deliver this Agreement and the performance of its obligations hereunder, and (iv) this Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid and binding obligation of such Party that is enforceable against it in accordance with its terms. (c) It has not entered into any agreement with any third party that is in conflict with the rights granted to the other Party under this Agreement, and has not taken any action that would in any way prevent it from granting the rights granted to the other Party under this Agreement, or that would otherwise materially conflict with or materially adversely affect the rights granted to the other Party under this Agreement. Its performance and execution of this Agreement will not result in a breach of any other contract to which it is a party. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (d) On the Effective Date, it is not aware of any action, suit, inquiry or investigation instituted by any third party that questions or threatens the validity of this Agreement. (e) All necessary consents, approvals and authorizations of all governmental authorities and other persons or entities required to be obtained by such Party in connection with the execution, delivery and performance of this Agreement have been obtained. (f) To the best of its knowledge, each Party has, on the Effective Date, the right to grant to the other Party the rights and licenses granted by such Party does not require any shareholder action or approval, and the Person executing this Agreement on behalf of such Party is duly authorized to do so by all requisite corporate action; 10.1.3 no consent, approval, order or authorization of; or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority or any Third Party is required on the part of such Party in connection with the valid execution, delivery and performance of this Agreement, except where the failure to obtain any of the foregoing would not have a material adverse impact on the ability of such Party to fulfill its obligations hereunder; 10.1.4 this Agreement is a legal and valid obligation binding upon such Party and enforceable in accordance with its terms except as enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights and (ii) equitable principles, in each case of general applicability; 10.1.5 the execution, delivery and performance by such Party of this Agreement and its compliance with the terms and provisions of this Agreement does not and will not conflict with or result in a breach of any of the terms or provisions of (i) any contractual or other obligations of such Party, (ii) the provisions of its charter, bylaws or other organizational documents, or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which it or any of its property is bound, except where such breach or conflict would not have a material adverse impact on the ability of such Party pursuant to fulfill its obligations hereunder; and 10.1.6 such Party shall comply in all material respects with all laws, rules and regulations applicable to its performance under this Agreement. (g) Each Party has, on the Effective Date, the necessary qualified personnel, equipment, technical know-how and other means to perform its duties under this Agreement in a timely manner in accordance with the terms hereof.

Mutual Representations and Warranties. Each Party hereby represents and warrants as followsto the other Party the following on the date hereof: (a) It the Party is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the its jurisdiction in which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including, without limitation, the right to grant the licenses it is granting hereunder.of formation; (b) On the Effective Date, (i) it Party has the full right necessary corporate capacity and authority to enter into execute and deliver this Agreement and to observe and perform its obligations hereunder, (ii) it is not aware of any impediment that would prevent it from entering into the Agreement or that would inhibit its ability to perform its covenants and obligations under this Agreement, (iii) it Agreement and has taken all necessary corporate action on in respect of the foregoing; (c) neither the Agreement nor the completion of the transactions contemplated hereby conflicts with, or will conflict with, or will result in a breach or violation of, any constating documents of the Party, any agreement to which the Party is a party or by which the Party is bound, or any Applicable Law, where such conflict, breach or violation would prevent, impair or modify the performance by the Party of its part obligations under this Agreement in any material respect; (d) there is no consent, approval, authorization, release, waiver or other action of, or any registration, declaration, filing or notice with or to, any Governmental Authority or other person that is required to authorize for the execution and or delivery by the Party of this Agreement and or the performance of its obligations hereunder, and ; (ive) this Agreement has been duly executed and delivered on behalf of such Party, by the Party and constitutes will constitute upon execution and delivery thereof a legal, valid and binding obligation of such the Party that is enforceable against it in accordance with its terms. (c) It has not entered into any agreement with any third party , except as may be limited by bankruptcy, insolvency, liquidation, reorganization, reconstruction and other similar laws of general application affecting the enforceability of remedies and rights of creditors and except that is in conflict with the rights granted to the other Party under this Agreement, and has not taken any action that would in any way prevent it from granting the rights granted to the other Party under this Agreement, or that would otherwise materially conflict with or materially adversely affect the rights granted to the other Party under this Agreement. Its equitable remedies such as specific performance and execution injunction are in the discretion of this Agreement will not result in a breach of any other contract to which it is a party. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDcourt. (d) On the Effective Date, it is not aware of any action, suit, inquiry or investigation instituted by any third party that questions or threatens the validity of this Agreement. (e) All necessary consents, approvals and authorizations of all governmental authorities and other persons or entities required to be obtained by such Party in connection with the execution, delivery and performance of this Agreement have been obtained. (f) To the best of its knowledge, each Party has, on the Effective Date, the right to grant to the other Party the rights and licenses granted by such Party to the other Party pursuant to this Agreement. (g) Each Party has, on the Effective Date, the necessary qualified personnel, equipment, technical know-how and other means to perform its duties under this Agreement in a timely manner in accordance with the terms hereof.

Mutual Representations and Warranties. Each Party hereby party represents and warrants to the other as follows: (ai) It it is a corporation duly organized, organized and validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, and has full corporate power and authority and the legal right to own and operate state or country of its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including, without limitation, the right to grant the licenses it is granting hereunder.incorporation; (b) On the Effective Date, (iii) it has the full complete and unrestricted power and right and authority to enter into this Agreement and to perform its obligations hereunder; Portions of this Exhibit, (ii) it is not aware indicated by the xxxx “[***],” were omitted and have been filed separately with the Secretary of any impediment that would prevent it from entering into the Agreement or that would inhibit its ability Commission pursuant to perform its obligations under this Agreementthe Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. (iii) it has taken all necessary corporate action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder, and (iv) this Agreement has been duly authorized, executed and delivered on behalf of by such Party, party and constitutes a legal, valid and binding obligation of such Party that is party enforceable against it such party in accordance with its terms.terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent transfer, or other similar laws affecting the rights and remedies of creditors generally and by general principles of equity; (civ) It the execution, delivery and performance of this Agreement by such party do not conflict with any agreement, instrument or understanding, oral or written, to which such party is a party or by which such party may be bound, nor violate any law or regulation of any court, governmental body or administrative or other agency having authority over such party; (v) all consents, approvals and authorizations from all governmental authorities or other third parties required to be obtained by such party in connection with the execution and delivery of this Agreement have been obtained; (vi) no person or entity has or will have, as a result of the transactions contemplated by this Agreement, any right, interest or valid claim against or upon such party for any commission, fee or other compensation as a finder or broker because of any act by such party or its agents, or, with respect to Company, because of any act by its Affiliates or Sublicensees; (vii) it has not entered into any agreement with any third party that is in conflict with the rights granted to the other Party under this Agreement, and has not taken any action that would in any way prevent it from granting the rights granted to the other Party under this Agreement, or that would otherwise materially conflict with or materially adversely affect the rights granted to the other Party under this Agreement. Its performance and execution of this Agreement will not result in a breach of any other contract to which it is a party. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (d) On the Effective Date, it is not aware of any action, suit, inquiry or investigation instituted by any third party that questions or threatens the validity of this Agreement. (e) All necessary consents, approvals and authorizations of all governmental authorities and other persons or entities required to be obtained by such Party in connection with the execution, delivery and performance of this Agreement have been obtained. (f) To the best of its knowledge, each Party has, on the Effective Date, the right to grant to the other Party the rights and licenses granted by such Party to the other Party pursuant to this Agreement.; and (gviii) Each Party hasneither it nor its Affiliates has been debarred or is subject to debarment, on the Effective Date, the necessary qualified personnel, equipment, technical know-how and other means to perform its duties under such party will not use in any capacity in connection with this Agreement in a timely manner in accordance with any person or entity who has been debarred pursuant to Section 306 of the terms hereofUnited States Federal Food, Drug and Cosmetic Act.

Mutual Representations and Warranties. 10.1. Each Party hereby represents and warrants as follows: (a) It is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including, without limitation, the right to grant the licenses it is granting hereunder. (b) On the Effective Date, that: (i) it has the full right and authority to enter into this Agreement and perform is a corporate entity in good standing in its obligations hereunder, jurisdiction of incorporation; (ii) it is not aware of any impediment that would prevent it from entering into has obtained all necessary approvals, rights, licenses, consents and authorizations (collectively, the Agreement or that would inhibit its ability “Consents”) to enter into, and to perform its obligations under under, this Agreement, Contract and each Order and copies of all such Consents have been provided to the other Party; (iii) it has taken all necessary corporate action the Person executing this Contract and each Order on its part required behalf has and will have express authority to authorize do so and to bind the execution and delivery of this Agreement and Party; (iv) it is not under any current obligation or restriction, nor will it assume any such obligation or restriction, that does or could materially interfere with the performance of its obligations hereunderunder this Contract; (v) the execution, delivery, and (iv) performance of this Agreement has been duly executed and delivered on behalf Contract or any Order does not violate any provision of such any by applicable Law, charter, regulation, or any other governing authority of the Party, and constitutes a legal, valid and binding obligation of such Party that is enforceable against it in accordance with its terms. (c) It has not entered into any agreement with any third party that is in conflict with the rights granted to the other Party under this Agreement, and has not taken any action that would in any way prevent it from granting the rights granted to the other Party under this Agreement, or that would otherwise materially conflict with or materially adversely affect the rights granted to the other Party under this Agreement. Its performance and execution of this Agreement will not result in a breach of any other contract agreement to which it is a party. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. in such a manner as to impede, materially delay, or prevent the performance of its obligations under this Contract or any Order, and its obligations under this Contract, and each Order, are valid and binding obligations of that Party; (dvi) On no filing with or notice to any relevant governmental entity is required on the Effective Datepart of such Party as a condition to the lawful completion of the transactions contemplated by this Contract; (vii) it has complied in all material respects with all applicable Laws, orders, judgments and decrees other than any act of non-compliance which, individually or in the aggregate, is not material; (viii) there is no claim, action, proceeding or investigation pending or in progress or, to the knowledge of such Party, threatened against or relating to such Party affecting any of its properties or assets before any governmental entity, which could impede, materially delay, or prevent the performance of its obligations under this Contract or any Order; and (ix) it is not aware insolvent within the meaning of any actionapplicable bankruptcy, suit, inquiry insolvency or investigation instituted fraudulent conveyance Laws and no act or proceeding has been taken by any third party that questions or threatens the validity of this Agreement. (e) All necessary consents, approvals and authorizations of all governmental authorities and other persons or entities required to be obtained by against such Party in connection with the executiondissolution, delivery and performance liquidation, winding up, bankruptcy or reorganization of this Agreement have been obtained. (f) To the best of its knowledgesuch Party nor, each Party has, on the Effective Date, the right to grant to the other Party the rights and licenses granted by knowledge of such Party to the other Party pursuant to this Agreementis any such act or proceeding threatened. (g) Each Party has, on the Effective Date, the necessary qualified personnel, equipment, technical know-how and other means to perform its duties under this Agreement in a timely manner in accordance with the terms hereof.

Mutual Representations and Warranties. Each Party hereby represents and warrants as followsto the other party that: (a) It it is a corporation duly organized, validly existing existing, and in good standing as a corporation or other entity as represented herein under the laws and regulations of the its jurisdiction in which it is incorporatedof incorporation, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreementorganization, including, without limitation, the right to grant the licenses it is granting hereunder.or chartering; (b) On the Effective Date, (i) it has the full right right, power, and authority to enter into this Agreement and to perform its obligations hereunder; (c) the execution of this Agreement by its Representative whose signature is set forth at the end hereof has been duly authorized by all necessary action of the Party; (d) except as set forth on Schedule 3 hereto, the execution, delivery, and performance of this Agreement, and the consummation of the transactions contemplated hereby, do not and will not (i) violate or conflict with the certificate of incorporation or organization, or the bylaws, operating agreement, or other governing documents of such Party, (ii) it is not aware of violate or conflict with any impediment that would prevent it from entering into the Agreement judgment, order, decree, statute, law, ordinance, rule, or that would inhibit its ability to perform its obligations under this Agreementregulation, (iii) it has taken all necessary corporate action on its part required to authorize require the execution and delivery consent or approval of this Agreement and the performance of its obligations hereunderany Governmental Authority or other Person, and or (iv) conflict with, or result in (with or without notice or lapse of time, or both), any violation of or default under or give rise to a right of termination, acceleration, or modification of, any obligation or loss of any benefit under, any Contract or other instrument to which this Agreement has been duly is subject; (e) when executed and delivered on behalf of by such Party, and constitutes a this Agreement will constitute the legal, valid valid, and binding obligation of such Party that is Party, enforceable against it that Party in accordance with its terms.; and (cf) It has not entered into any agreement with any third party that is in conflict with the rights granted to the other Party under this Agreementno broker, and has not taken any action that would in any way prevent it from granting the rights granted to the other Party under this Agreementfinder, or that would otherwise materially conflict with investment banker is entitled to any brokerage, finder’s or materially adversely affect the rights granted to the other Party under this Agreement. Its performance and execution of this Agreement will not result in a breach of any other contract to which it is a party. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (d) On the Effective Date, it is not aware of any action, suit, inquiry fee or investigation instituted by any third party that questions or threatens the validity of this Agreement. (e) All necessary consents, approvals and authorizations of all governmental authorities and other persons or entities required to be obtained by such Party commission in connection with the execution, delivery and performance of transactions contemplated by this Agreement have been obtained. (f) To the best of its knowledge, each Party has, on the Effective Date, the right to grant to the other Party the rights and licenses granted based upon arrangements made by such Party to the other Party pursuant to this AgreementParty. (g) Each Party has, on the Effective Date, the necessary qualified personnel, equipment, technical know-how and other means to perform its duties under this Agreement in a timely manner in accordance with the terms hereof.

Mutual Representations and Warranties. Each Party hereby represents and warrants as followsto the other Party, at the Effective Date, that: (a) It such Party is a corporation duly organizedformed, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, of its formation and has full corporate or similar power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including, without limitation, the right to grant the licenses it is granting hereunder. (b) On the Effective Date, (i) it has the full right and authority to enter into this Agreement and perform its obligations hereunder, to carry out the provisions hereof; (ii) it is not aware of any impediment that would prevent it from entering into the Agreement or that would inhibit its ability to perform its obligations under this Agreement, (iii) it has taken all necessary corporate action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder, and (ivb) this Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid and binding obligation of such Party that is obligation, enforceable against it in accordance with its terms.the terms hereof, subject to (i) the effect of applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights of creditors and (ii) the effect or availability of rules of law governing specific performance, injunctive relief or other equitable remedies (regardless of whether any such remedy is considered in a proceeding at law or in equity); (c) It has not entered into the execution and delivery of this Agreement by such Party does not, and the performance of this Agreement by such Party, including the grant of rights to the other Party pursuant to this Agreement, does not: (i) conflict with, or result in any agreement violation of or default under, any agreement, instrument or understanding, oral or written, to which it or any Affiliate is a party or by which it or any Affiliate is bound; (ii) conflict with any third party rights granted by such Party to any other Third Party or breach any obligation that is in conflict with such Party has to any Third Party; or (iii) to such Party’s knowledge as of the Effective Date, violate any provision of any Applicable Law; (d) it has the right to grant the rights granted to the other Party under this Agreement, and has not taken any action that would in any way prevent it from granting the no rights granted to the other Party under this Agreement, or that would otherwise materially conflict with or materially adversely affect the rights granted to the other Party under this Agreement. Its performance and execution of this Agreement will not result in a breach of any other contract to which it is a party. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (d) On the Effective Date, it is not aware of any action, suit, inquiry or investigation instituted by any third party that questions or threatens the validity of this Agreement. (e) All necessary consents, approvals and authorizations of all governmental authorities and other persons or entities required to be obtained by such Party in connection with the execution, delivery and performance of this Agreement have been obtained. (f) To the best of its knowledge, each Party has, on the Effective Date, the right to grant to the other Party the rights and licenses granted by such Party to the other Party pursuant to this Agreement are in violation of any agreement between it or any of its Affiliates and any Third Party; (e) as of the Effective Date, it has sufficient Control of its Background IP to grant the licenses to the other Party as purported to be granted pursuant to this Agreement.; (f) neither it (nor its Affiliates) or, to its knowledge, any Third Party acting by or on behalf of it or any of its Affiliates in connection with the Co-Development has been debarred or is subject to debarment; and (g) Each with respect to its Background IP: (i) it has not received any written notice, claim or demand from any Third Party hasasserting that its Background IP infringes any Third Party intellectual property; (ii) the use of its Background IP does not infringe any Third Party intellectual property; and (iii) to its knowledge, on the Effective Date, the necessary qualified personnel, equipment, technical know-how and other means to perform no Third Parties are conducting activities that constitute infringement or misappropriation of its duties under this Agreement in a timely manner in accordance with the terms hereofBackground IP.

Mutual Representations and Warranties. Each Party hereby represents represents, warrants and warrants as followscovenants to the other Party that: (a) It the execution, delivery to the other Party and performance by it of this Agreement and its compliance with the terms and provisions of this Agreement does not and will not conflict, in any material respect, with or result in a breach of any of the terms or provisions of (i) any other contractual obligations of such Party, (ii) the provisions of its charter, operating documents or bylaws, or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by which it or any of its property is bound except where such breach or conflict would not materially impact the Party’s ability to meet its obligations hereunder; (b) this Agreement is a legal and valid obligation binding upon such Party and enforceable in accordance with its terms except as (i) enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors’ rights and (ii) equitable principles of general applicability; (c) such Party is a corporation duly organized, validly existing and in good standing under the laws of the state or other jurisdiction in which it is incorporated, of incorporation or formation and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including, without limitation, the right to grant the licenses it is granting hereunder. (b) On the Effective Date, (i) it has the full right and authority to enter into this Agreement and perform to carry out the provisions hereof except where failure to be in good standing would not materially impact the Party’s ability to meet its obligations hereunder; (d) such Party is duly authorized, (ii) it is not aware of any impediment that would prevent it from entering into the Agreement or that would inhibit its ability by all requisite corporate action, to perform its obligations under this Agreement, (iii) it has taken all necessary corporate action on its part required to authorize the execution execute and delivery of deliver this Agreement and the execution, delivery and with respect to Neurocrine the performance of its obligations hereunderthis Agreement by Neurocrine does not require shareholder action or approval and with respect to BI the performance of this Agreement by BI has been approved by all necessary shareholder action, and (iv) the Person executing this Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid and binding obligation of such Party that is enforceable against it in accordance with its terms. (c) It has not entered into any agreement with any third party that is in conflict with the rights granted duly authorized to the other Party under this Agreement, and has not taken any action that would in any way prevent it from granting the rights granted to the other Party under this Agreement, or that would otherwise materially conflict with or materially adversely affect the rights granted to the other Party under this Agreement. Its performance and execution of this Agreement will not result in a breach of any other contract to which it is a party. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (d) On the Effective Date, it is not aware of any do so by all requisite corporate action, suit, inquiry or investigation instituted by any third party that questions or threatens the validity of this Agreement.; and (e) All necessary consentsno consent, approvals and authorizations approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of all governmental authorities and other persons or entities required to be obtained by such Party in connection with the valid execution, delivery and performance of this Agreement Agreement, except for any filings under any applicable securities laws and except where the failure to obtain any of the foregoing would not have been obtained. (f) To the best of its knowledge, each Party has, a material adverse impact on the Effective Date, the right to grant to the other Party the rights and licenses granted by ability of such Party to the other Party pursuant to this Agreementmeets its obligations hereunder. (g) Each Party has, on the Effective Date, the necessary qualified personnel, equipment, technical know-how and other means to perform its duties under this Agreement in a timely manner in accordance with the terms hereof.

Mutual Representations and Warranties. Each Party hereby Party, severally and not jointly, represents and warrants to the other Parties that the following statements are true, correct, and complete as follows:of the date hereof (or as of the date such Party becomes a party hereto): (ai) It such Party is a corporation duly organized, validly existing and in good standing under the laws of the its jurisdiction in which it is incorporatedof incorporation or organization, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business has, as it is now being conducted and as contemplated in this Agreementapplicable, includingall requisite corporate, without limitationpartnership, the right to grant the licenses it is granting hereunder. (b) On the Effective Datelimited liability company, (i) it has the full right and or similar authority to enter into this Agreement and carry out the transactions contemplated hereby and perform its obligations contemplated hereunder, (ii) it is not aware of any impediment that would prevent it from entering into the Agreement or that would inhibit its ability to perform its obligations under this Agreement, (iii) it has taken all necessary corporate action on its part required to authorize and the execution and delivery of this Agreement and the performance of such Party’s obligations hereunder have been duly authorized by, as applicable, all necessary corporate, limited liability company, partnership, or other similar action on its obligations hereunderpart; (ii) the execution, delivery, and performance by such Party of this Agreement does not and will not (A) violate any provision of law, rule, or regulation applicable to it, its charter, or bylaws (or other similar governing documents), or (B) conflict with, result in a breach of, or constitute a default under any material contractual obligation to which it is a party (after giving effect to the Transaction as contemplated hereby); (iii) the execution, delivery, and performance by such Party of this Agreement, except as expressly provided in this Agreement (including the applicable Term Sheet), does and will not require the consent or approval by any other person or entity, except for any consent or approval obtained prior to, or contemporaneously with, the TSA Effective Date (including the consents and approvals provided for herein and in the Definitive Documents); and (iv) this Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, is the legally valid and binding obligation of such Party that is Party, enforceable against it in accordance with its terms. (c) It has not entered into any agreement with any third party that is in conflict with the rights granted to the other Party under this Agreement, and has not taken any action that would in any way prevent it from granting the rights granted to the other Party under this Agreementexcept as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, or that would otherwise materially conflict with other similar laws relating to or materially adversely affect the limiting creditors’ rights granted generally or by equitable principles relating to the other Party under this Agreement. Its performance and execution enforceability or a ruling of this Agreement will not result in a breach court of any other contract to which it is a party. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDcompetent jurisdiction. (d) On the Effective Date, it is not aware of any action, suit, inquiry or investigation instituted by any third party that questions or threatens the validity of this Agreement. (e) All necessary consents, approvals and authorizations of all governmental authorities and other persons or entities required to be obtained by such Party in connection with the execution, delivery and performance of this Agreement have been obtained. (f) To the best of its knowledge, each Party has, on the Effective Date, the right to grant to the other Party the rights and licenses granted by such Party to the other Party pursuant to this Agreement. (g) Each Party has, on the Effective Date, the necessary qualified personnel, equipment, technical know-how and other means to perform its duties under this Agreement in a timely manner in accordance with the terms hereof.

Mutual Representations and Warranties. Each Party hereby represents and warrants as follows: (a) It to and covenants and agrees with each other Party that: the sole relationship under this Agreement between the Parties hereto is a corporation duly organized, validly existing and in good standing under the laws that of an arms-length independent founders of the jurisdiction JV Company and investors in which it is incorporatedand holders of the Shares; this Agreement does not (and shall not be deemed or construed) to assign to or impose on any Party, and has full corporate or otherwise create, any joint venture (other than the JV Company pursuant to the JV Governing Documents), franchise, partnership, trust, agency or other advisory, employment or fiduciary relationship in favor or for the benefit of each other Party, any of its Representatives or any other person, give any Party any entitlement, right, power and or authority and the legal right to own and operate its property and assets and to carry bind any other Party or incur any obligation or liability on its business behalf of any other Party, or except as it is now being conducted and as contemplated otherwise expressly provided in this Agreement, includinglimit or otherwise affect the right, without limitationpower, authority or discretion of any Party to deal with any other persons or pursue any and all other business opportunities whatsoever (whether involving the same or other products or services) or to conduct its business in such manner as it may choose; it has independently and fully reviewed and evaluated this Agreement, the right to grant the licenses it is granting hereunder. (b) On the Effective Date, (i) it has the full right obligations and authority to enter into transactions contemplated under this Agreement and the potential business, financial and other effects of such obligations and transactions on it and its Affiliates, and it shall continue to do so; it has and shall maintain full and unrestricted power, authority and legal capacity, it has been and shall continue to be duly authorized and empowered, it has obtained and shall maintain all qualifications, authorizations, approvals and waivers, and it has satisfied and shall continue to satisfy all other applicable legal, governance and contractual requirements, in each case to the extent necessary to make this Agreement enforceable against it and to perform its obligations hereunder, (ii) ; it is not aware of any impediment that would prevent it from entering into the has duly authorized and empowered each person signing this Agreement or that would inhibit its ability to perform its obligations under this Agreement, (iii) it has taken all necessary corporate action acting hereunder on its part required behalf to authorize the execution do so, and delivery of this Agreement and the performance of its obligations hereunder, and (iv) this Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid and binding obligation of such Party that is enforceable against it in accordance with its terms. (c) It has not entered into any agreement with any third party that is in conflict with the rights granted to the other Party under this Agreement, express provisions; and has not taken any action that would in any way prevent it from granting the rights granted to the other Party under this Agreement, or that would otherwise materially conflict with or materially adversely affect the rights granted to the other Party under this Agreement. Its performance and execution of this Agreement will not result in a breach of any other contract to which it is a party. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (d) On the Effective Dateacting on its own behalf, it is not aware properly identified with its correct and complete legal name and (to the extent referenced) its jurisdiction of organization and principal place of business, and it shall promptly inform each other Party of any actionchange in such legal name, suit, inquiry organizational jurisdiction or investigation instituted by any third party that questions or threatens the validity principal place of this Agreementbusiness. (e) All necessary consents, approvals and authorizations of all governmental authorities and other persons or entities required to be obtained by such Party in connection with the execution, delivery and performance of this Agreement have been obtained. (f) To the best of its knowledge, each Party has, on the Effective Date, the right to grant to the other Party the rights and licenses granted by such Party to the other Party pursuant to this Agreement. (g) Each Party has, on the Effective Date, the necessary qualified personnel, equipment, technical know-how and other means to perform its duties under this Agreement in a timely manner in accordance with the terms hereof.

Mutual Representations and Warranties. Each Party hereby represents and warrants to the other Party as follows: (a) It is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, and Each such Party has full all requisite corporate or limited liability company power and authority to execute and deliver this Agreement and each other agreement, document or instrument to be executed and delivered by such Party pursuant hereto or thereto. The execution, delivery and performance by such Party of this Agreement and each other agreement, document or instrument to be executed or delivered by such Party pursuant hereto or thereto have been duly and validly authorized by all requisite corporate or limited liability company action of such Party and no other corporate or limited liability company acts or proceedings on the part of such Party (or their Affiliates) are necessary to authorize such execution, delivery or performance. This Agreement has been duly and validly executed and delivered by such Party, as the case may be, and, assuming due authorization, execution and delivery by the other Party thereto constitutes a valid, legal right to own and operate binding agreement of such Party, enforceable against such Party in accordance with its property terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including, without limitation, the right to grant the licenses it is granting hereundergeneral principles of equity. (b) On the Effective Date, (i) it has the full right and authority to enter into this Agreement and perform its obligations hereunder, (ii) it is not aware of any impediment that would prevent it from entering into the Agreement or that would inhibit its ability to perform its obligations under this Agreement, (iii) it has taken all necessary corporate action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder, and (iv) this Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid and binding obligation of such Party that is enforceable against it in accordance with its terms. (c) It has not entered into any agreement with any third party that is in conflict with the rights granted to the other Party under this Agreement, and has not taken any action that would in any way prevent it from granting the rights granted to the other Party under this Agreement, or that would otherwise materially conflict with or materially adversely affect the rights granted to the other Party under this Agreement. Its performance and execution of this Agreement will not result in a breach of any other contract to which it is a party. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (d) On the Effective Date, it is not aware of any action, suit, inquiry or investigation instituted by any third party that questions or threatens the validity of this Agreement. (e) All necessary consents, approvals and authorizations of all governmental authorities and other persons or entities required to be obtained by such Party in connection with the The execution, delivery and performance by such Party of this Agreement have been obtained. and each other document or instrument to be executed and delivered by such Party pursuant hereto or thereto and the consummation by such Party of the transactions contemplated hereby or thereby do not (fa) To violate any provision of the best Organizational Documents of its knowledgesuch Party, each Party has(b) violate any applicable Law or (c) require authorization, on consent, license, registration, exemption of, approval by, filing with or notice under, conflict with, result in a violation or constitute a breach of or default under (or event that, with or without notice or lapse of time or both, would constitute a breach of or default under), result in the Effective Dateacceleration of, require any notice, consent or waiver under, create in any Person the right to grant accelerate, terminate, modify or cancel, give rise to any obligation under, or result in the other Party the rights and licenses granted by loss of any benefit under, any material Contract of such Party to the other Party pursuant to this AgreementParty. (g) Each Party has, on the Effective Date, the necessary qualified personnel, equipment, technical know-how and other means to perform its duties under this Agreement in a timely manner in accordance with the terms hereof.

Mutual Representations and Warranties. (a) Each Party hereby represents and warrants to the other Party that, as followsof the Effective Date: (ai) It it is a corporation duly organizedorganized or formed, as the case may be, validly existing and in good standing under the laws of the jurisdiction in which it is incorporatedof its organization, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including, without limitation, the right to grant the licenses it is granting hereunder.incorporation or formation; (b) On the Effective Date, (iii) it has the full right power to execute and authority to enter into deliver this Agreement and perform its obligations hereunder, (ii) it is not aware of any impediment that would prevent it from entering into the Agreement or that would inhibit its ability to perform its obligations under this Agreement, (iii) it Agreement and has taken all necessary corporate action on its part required corporate, limited liability company, partnership, governmental and/ or other actions to authorize the such execution and delivery and performance of such obligations; (iii) its execution and delivery of this Agreement and the its performance of its obligations hereunder, and under this Agreement do not violate or conflict with any law applicable to it; with any provision of its charter or bylaws (or comparable constituent documents); with any order or judgment of any court or other agency of government applicable to it or any of its assets; or with any contractual restriction binding on or affecting it or any of its assets; (iv) except as provided in Sections 15.17 and 15.18, all authorizations of and exemptions, actions or approvals by, and all notices to or filings with, any Government Agency that are required to have been obtained or made by it at the time this representation is made with respect to this Agreement has have been duly executed obtained or made and delivered on behalf of such Partyare in full force and effect, and all conditions of any such authorizations, exemptions, actions or approvals have been complied with; (v) the Party has knowledge of all laws and business practices that must be followed in performing its obligations under this Agreement and the Party is in compliance with all such laws and business practices except to the extent that failure to comply therewith would not, in the aggregate, have a material adverse effect on the other Party; and (vi) this Agreement constitutes a the Party's legal, valid and binding obligation of such Party that is obligation, enforceable against it in accordance with its terms. (cb) It has not entered into any agreement with any third party that is in conflict with the rights granted Each Party represents and warrants to the other Party that, as of April30, 2018, and except as disclosed in the Securities and Exchange Commission filings of a Party, its parent company, or any Affiliate of either, or otherwise, there are no actions, suits, proceedings or investigations pending or, to the knowledge of the Party, threatened against it at law or in equity before any court or tribunal of the United States or any other jurisdiction that individually or in the aggregate could result in any materially adverse effect on the Party's business, properties, or assets or its condition, financial or otherwise, that would materially impair its ability to perform its obligations under this Agreement, and has not taken any action that would in any way prevent it from granting the rights granted to the other Party under this Agreement, or that would otherwise materially conflict with or materially adversely affect the rights granted to the other Party under this Agreement. Its performance and execution of this Agreement will not result in a breach of any other contract to which it is a party. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (d) On the Effective Date, it is not aware of any action, suit, inquiry or investigation instituted by any third party that questions or threatens the validity of this Agreement. (e) All necessary consents, approvals and authorizations of all governmental authorities and other persons or entities required to be obtained by such Party in connection with the execution, delivery and performance of this Agreement have been obtained. (f) To the best of its knowledge, each Party has, on the Effective Date, the right to grant to the other Party the rights and licenses granted by such Party to the other Party pursuant to this Agreement. (g) Each Party has, on the Effective Date, the necessary qualified personnel, equipment, technical know-how and other means to perform its duties under this Agreement in a timely manner in accordance with the terms hereof.

Mutual Representations and Warranties. Each Party hereby represents and warrants to the other Party as of the Effective Date and as of the date of each Delivery of Contract Instruments as follows: (a) It is a corporation duly organized, organized and validly existing and in good standing under the laws of the jurisdiction of its organization or incorporation and, if relevant under such laws, in which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including, without limitation, the right to grant the licenses it is granting hereundergood standing. (b) On It has, and at all times during the Effective DateTerm of this Agreement, (i) it has the full right will have, all necessary power and authority to enter into this Agreement execute, deliver, and perform its obligations hereunder. (c) The execution, (ii) delivery, and performance of this Agreement by such Party has been duly authorized by all necessary action and do not violate any of the terms or conditions of its governing documents, any contract to which it is not aware of a party, or any impediment Applicable Law. (d) There is no pending or, to such Party’s knowledge, threatened litigation or administrative proceeding that would prevent it from entering into the Agreement or that would inhibit may materially adversely affect its ability to perform its obligations under this Agreement, . (iiie) it has taken all necessary corporate action on its part required Such Party or an Affiliate will be a registered account holder for RECs in the REC Tracking System with full rights to authorize transfer the execution Contract Instruments among accounts and delivery will maintain such status for the Term of this Agreement. (f) This Agreement and the performance of its obligations hereunder, and (iv) this Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid and binding obligation of such Party that is enforceable against it in accordance with its terms. (c) It has not entered into any agreement with any third party that is in conflict with Party, except as the rights granted to the other Party under this Agreement, and has not taken any action that would in any way prevent it from granting the rights granted to the other Party under this Agreement, or that would otherwise materially conflict with or materially adversely affect the rights granted to the other Party under this Agreement. Its performance and execution enforceability of this Agreement will not result in a breach may be limited by the effect of any other contract to which it is a partyapplicable bankruptcy, [***] and Sunrun Neptune Portfolio 2016-A, LLC [***] Confidential treatment has been requested for the bracketed portions. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (d) On the Effective Date, it is not aware of any action, suit, inquiry or investigation instituted by any third party that questions or threatens the validity of this Agreement. (e) All necessary consents, approvals The confidential redacted portion has been omitted and authorizations of all governmental authorities and other persons or entities required to be obtained by such Party in connection filed separately with the executionSecurities and Exchange Commission. insolvency, delivery reorganization, moratorium or similar laws affecting creditors’ rights generally and performance by general principles of this Agreement have been obtained. (f) To the best of its knowledge, each Party has, on the Effective Date, the right to grant to the other Party the rights and licenses granted by such Party to the other Party pursuant to this Agreementequity. (g) Each Such Party hasis acting for its own account, on has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon the Effective Dateadvice or recommendations of the other Party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the necessary qualified personnelterms, equipmentconditions and risks of this Agreement (h) Such Party is an “eligible commercial entity” and an “eligible contract participant” within the meaning of United States Commodity Exchange Act §§1a(17) and 1a(18), technical know-how and other means to perform its duties under respectively; and (i) Such Party is entering into this Agreement in intending it to be physically settled with Delivery and not to be financially settled or to otherwise constitute a timely manner in accordance with “swap” within the terms hereofmeaning of Commodity Exchange Act §1a(47); and (j) Such Party is a “forward contract merchant” and this Agreement is a “forward contract” within the meaning of the United States Bankruptcy Code and the Parties intend for the transactions entered into hereunder to be physically settled.

Mutual Representations and Warranties. Each Party hereby of TScan and Novartis represents and warrants to the other Party, as followsof the Effective Date, that: (a) It 10.1.1 such Party is a corporation an entity duly organized, validly existing and in good standing under the laws Laws of the state or country (as applicable) of its organization, 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 qualification would prevent it is incorporatedfrom performing its obligations under this Agreement, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including, without limitation, the right to grant the licenses it is granting hereunder. (b) On the Effective Date, (i) it has the full right and authority to enter into this Agreement and perform its obligations hereunderto carry out the provisions hereof; 10.1.2 such Party is duly authorized, (ii) it is not aware of any impediment that would prevent it from entering into the Agreement or that would inhibit its ability by all requisite action, to perform its obligations under this Agreement, (iii) it has taken all necessary corporate action on its part required to authorize the execution execute and delivery of deliver this Agreement and the performance of its obligations hereunder, and (iv) this Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid and binding obligation of such Party that is enforceable against it in accordance with its terms. (c) It has not entered into any agreement with any third party that is in conflict with the rights granted to the other Party under this Agreement, and has not taken any action that would in any way prevent it from granting the rights granted to the other Party under this Agreement, or that would otherwise materially conflict with or materially adversely affect the rights granted to the other Party under this Agreement. Its performance and execution of this Agreement will not result in a breach of any other contract to which it is a party. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (d) On the Effective Date, it is not aware of any action, suit, inquiry or investigation instituted by any third party that questions or threatens the validity of this Agreement. (e) All necessary consents, approvals and authorizations of all governmental authorities and other persons or entities required to be obtained by such Party in connection with the execution, delivery and performance of this Agreement have been obtained. (f) To the best of its knowledge, each Party has, on the Effective Date, the right to grant to the other Party the rights and licenses granted by such Party does not require any shareholder action or approval, and the Person executing this Agreement on behalf of such Party is duly authorized to do so by all requisite action; 10.1.3 except for HSR Filings (if any are required), no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any Governmental Authority or a Third Party is required on the other part of such Party pursuant to in connection with the valid execution, delivery and performance of this Agreement.; (g) Each Party has, on the Effective Date, the necessary qualified personnel, equipment, technical know-how and other means to perform its duties under 10.1.4 this Agreement in is a timely manner legal and valid obligation binding upon such Party and enforceable in accordance with its terms except as enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting the enforcement of creditors’ rights; and (b) equitable principles of general applicability; and 10.1.5 such Party has all requisite authorization and consent necessary to provide the Materials (including, without limitation, Collaboration Tumors) provided by such Party and for such Materials to be used as contemplated in the Research Plan, in each case, without violation of any applicable Laws or Third Party rights; and 10.1.6 the execution, delivery and performance by it of this Agreement and its compliance with the terms hereofand provisions of this Agreement does not conflict with or result in a breach of any of the terms or provisions of (a) any other contractual or other obligations of such Party, (b) the provisions of its operating documents or bylaws, or (c) any order, writ, injunction or decree of any Governmental Authority entered against it or by which it or any of its property is bound.

Mutual Representations and Warranties. Each Party hereby represents and warrants as followsto the other Party the following on the date hereof: (a) It the Party is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the its jurisdiction in which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including, without limitation, the right to grant the licenses it is granting hereunder.of formation; (b) On the Effective Date, (i) it Party has the full right necessary corporate capacity and authority to enter into execute and deliver this Agreement and to observe and perform its obligations hereunder, (ii) it is not aware of any impediment that would prevent it from entering into the Agreement or that would inhibit its ability to perform its covenants and obligations under this Agreement, (iii) it Agreement and has taken all necessary corporate action on in respect of the foregoing; (c) neither the Agreement nor the completion of the transactions contemplated hereby conflicts with, or will conflict with, or will result in a breach or violation of, any constating documents of the Party, any agreement to which the Party is a party or by which the Party is bound, or any applicable law, where such conflict, breach or violation would prevent, impair or modify the performance by the Party of its part obligations under this Agreement in any material respect; (d) there is no consent, approval, authorization, release, waiver or other action of, or any registration, declaration, filing or notice with or to, any Governmental Authority or other person that is required to authorize for the execution and or delivery by the Party of this Agreement and or the performance of its obligations hereunder, and ; (ive) this Agreement has been duly executed and delivered on behalf of such Party, by the Party and constitutes will constitute upon execution and delivery thereof a legal, valid and binding obligation of such the Party that is enforceable against it in accordance with its terms. (c) It has not entered into any agreement with any third party , except as may be limited by bankruptcy, insolvency, liquidation, reorganization, reconstruction and other similar laws of general application affecting the enforceability of remedies and rights of creditors and except that is in conflict with the rights granted to the other Party under this Agreement, and has not taken any action that would in any way prevent it from granting the rights granted to the other Party under this Agreement, or that would otherwise materially conflict with or materially adversely affect the rights granted to the other Party under this Agreement. Its equitable remedies such as specific performance and execution injunction are in the discretion of this Agreement will not result in a breach of any other contract to which it is a party. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (d) On the Effective Date, it is not aware of any action, suit, inquiry or investigation instituted by any third party that questions or threatens the validity of this Agreement. (e) All necessary consents, approvals and authorizations of all governmental authorities and other persons or entities required to be obtained by such Party in connection with the execution, delivery and performance of this Agreement have been obtainedcourt. (f) To the best Shares have been duly authorized and, when issued and paid for in compliance with the provisions of its knowledgethis Agreement, each Party haswill be validly issued, on fully paid and nonassessable. The issuance and delivery of the Effective DateShares is not subject to pre-emptive, co-sale, right of first refusal or any other similar rights of the shareholders of TMC or any other person or any liens or encumbrances, other than encumbrances under applicable securities laws. Assuming the accuracy of the representations made by Allseas in the certificate referred to in Section 2.2, the right to grant to offer and issuance by TMC of the other Party Shares is exempt from registration under the rights Securities Act of 1933, as amended (the “Securities Act”) and licenses granted by such Party to is exempt from the other Party pursuant to this Agreementprospectus requirement under applicable Canadian securities laws. (g) Each Party has, on the Effective Date, the necessary qualified personnel, equipment, technical know-how and other means to perform its duties under this Agreement in a timely manner in accordance with the terms hereof.

Mutual Representations and Warranties. Each Party hereby represents and warrants to the other Party, as follows: (a) It is a company or corporation duly organized, validly existing existing, and in good standing under the laws Laws of the jurisdiction in which it is incorporated, and ; (i) it has full the corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including, without limitation, the right to grant the licenses it is granting hereunder. (b) On the Effective Date, (i) it has the full right and authority to enter into this Agreement and perform its obligations hereunder, ; (ii) it is not aware of any impediment that would prevent it from entering into the Agreement or that would inhibit its ability to perform its obligations under this Agreement, (iii) it has taken all necessary corporate action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder, ; and (iviii) this Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid valid, and binding obligation of such Party that is enforceable against it in accordance with its terms., subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors' rights and remedies generally; (c) It has not entered into any agreement with any third party that is in conflict with the rights granted to the other Party under The execution and delivery of this Agreement, and has the license granted pursuant to this Agreement (i) do not taken any action that would in any way prevent it from granting the rights granted to the other Party under this Agreement, or that would otherwise materially and will not conflict with or materially adversely affect violate any requirement of Applicable Law existing as of the rights granted to the other Party under this Agreement. Its performance Effective Date; (ii) do not and execution of this Agreement will not result in conflict with or violate the certificate of incorporation or by-laws (or other constitutional documents) of such Party; and (iii) do not and will not conflict with, violate, breach or constitute a breach default under any contractual obligations of such Party or any other contract to which it is a party. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.of its Affiliates existing as of the Effective Date; (d) On Neither such Party nor any of its Affiliates is under any obligation to any Person, contractual or otherwise, that is in violation of the Effective Date, it is not aware of any action, suit, inquiry or investigation instituted by any third party that questions or threatens the validity terms of this Agreement.Agreement or that would impede the fulfillment of such Party’s obligations hereunder; (e) All necessary consents, approvals and authorizations of all governmental authorities and other persons or entities required to be obtained by Neither such Party in connection with the execution, delivery and performance nor any of this Agreement have been obtained.its Affiliates is debarred or disqualified under any Applicable Laws; and (f) To No authorization, consent, approval of a third party, nor any license, permit, exemption of or filing or registration with or notification to any court or Governmental Authority is or will be necessary for the best (i) valid execution and delivery of its knowledge, each Party has, on this Agreement by such Party; or (ii) the Effective Date, the right to grant to the other Party the rights and licenses granted consummation by such Party to of the other Party pursuant to this Agreementtransactions contemplated hereby. (g) Each Party has, on the Effective Date, the necessary qualified personnel, equipment, technical know-how and other means to perform its duties under this Agreement in a timely manner in accordance with the terms hereof.

Mutual Representations and Warranties. Each Party hereby represents and warrants as followsto the other Parties that: (a) It such Party is a corporation duly organized, organized and validly existing under the laws of the place of its establishment or incorporation and such Party is in good standing under the laws of the jurisdiction in which it is incorporated, and has full corporate power and authority and the legal right to own and operate place of its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including, without limitation, the right to grant the licenses it is granting hereunder.establishment or incorporation; (b) On the Effective Date, (i) it has the full right and authority to enter into this Agreement and perform its obligations hereunder, (ii) it is not aware of any impediment that would prevent it from entering into the Agreement or that would inhibit its ability to perform its obligations under this Agreement, (iii) it has taken all necessary corporate action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder, and (iv) this Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid and binding obligation of such Party that is Party, enforceable against it in accordance with its terms.terms by appropriate legal remedy; (c) It has such Party is not entered into any agreement with any third party that insolvent under the laws of the place of its establishment or incorporation and is in conflict with able to pay its debts as they fall due; (d) neither the rights granted to the other Party under execution and delivery of this Agreement, nor any of the agreements referred to herein or contemplated hereby, nor the performance of its obligations hereunder or thereunder, nor the consummation of the transactions hereby contemplated conflict with, result in the breach of, constitute a default under, or accelerate the performance required by, any provision of any agreement to which such Party is a party or is subject; (e) such Party has all requisite power and authority required to enter into this Agreement and each other document or instrument delivered in connection herewith and has all requisite power and authority to perform fully each and every one of its obligations hereunder; (f) such Party has taken all internal actions necessary to authorize it to enter into this Agreement and its representatives whose signatures are affixed hereto are fully authorized to sign this Agreement and to bind such Party thereby; (g) such Party has not taken recklessly or knowingly provided any action that would in false or misleading information to any way prevent it from granting Governmental Authority; (h) neither the rights granted to the other Party under this Agreement, or that would otherwise materially conflict with or materially adversely affect the rights granted to the other Party under this Agreement. Its performance execution and execution delivery of this Agreement will not nor any of the agreements referred to herein or contemplated hereby, nor the performance of its obligations hereunder, nor the consummation of the transactions hereby contemplated, shall conflict with, or result in a breach of, or constitute a default under, any provision of the constating documents, articles or by-laws of such Party, or any law, regulation, rule, authorization or approval of any other contract Governmental Authority to which it such Party is a party. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.party or is subject; and (di) On all documents, statements and information in the Effective Date, it is not aware possession of any action, suit, inquiry or investigation instituted by any third party that questions or threatens the validity of this Agreement. (e) All necessary consents, approvals and authorizations of all governmental authorities and other persons or entities required to be obtained by such Party in connection with relating to the execution, delivery and performance of transactions contemplated by this Agreement which may have a material adverse effect on such Party’s ability to fully perform its obligations hereunder, have been obtained. (f) To the best of its knowledge, each Party has, on the Effective Date, the right to grant disclosed to the other Party the rights Party, and licenses granted no document previously provided by such Party to the other Party pursuant contains any untrue statement of material fact or omits to this Agreementstate any material fact necessary in order to make the statements contained therein not misleading. (g) Each Party has, on the Effective Date, the necessary qualified personnel, equipment, technical know-how and other means to perform its duties under this Agreement in a timely manner in accordance with the terms hereof.

Mutual Representations and Warranties. Each Party hereby represents and warrants (as applicable) to the other Party as follows, as of the Effective Date: (a) It is a corporation an entity duly organized, validly existing existing, and in good standing under the laws of the jurisdiction in which it is incorporatedformed, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including, without limitation, the right to grant the licenses it is granting hereunder. (b) On the Effective Date, (i) it It has the full right power and authority and the legal right to enter into this Agreement and perform its obligations hereunder, (ii) it is not aware of any impediment that would prevent it from entering into the Agreement or that would inhibit its ability to perform its obligations under this Agreement, (iii) ; it has taken all necessary corporate action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder, and (iv) this Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid valid, and binding obligation of such Party that is enforceable against it in accordance with its terms, except as enforcement may be affected by bankruptcy, insolvency or other similar laws and by general principles of equity. (c) It has not entered into any agreement with any third party that is in conflict with the rights granted to the other Party under this AgreementThe execution, delivery and has not taken any action that would in any way prevent it from granting the rights granted to the other Party under this Agreement, or that would otherwise materially conflict with or materially adversely affect the rights granted to the other Party under this Agreement. Its performance and execution of this Agreement will by it does not result in a breach of conflict with any other contract agreement, instrument or understanding, oral or written, to which it is a party. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933party and by which it may be bound, AS AMENDEDor violate any Laws of any Governmental Authority having jurisdiction over it. (d) On Except with respect to Regulatory Approvals for the Effective Datedevelopment, it is not aware manufacturing or commercialization of any action, suit, inquiry the Product or investigation instituted by any third party that questions or threatens the validity of as otherwise described in this Agreement. (e) All , all necessary consents, approvals and authorizations of of, and all governmental authorities notices to, and filings by such Party with, all Governmental Authorities and other persons or entities Persons required to be obtained or provided by such Party as of the Effective Date in connection with the execution, delivery and performance of this Agreement have been obtained. (f) To obtained and provided, except for those approvals, if any, not required at the best time of its knowledge, each Party has, on the Effective Date, the right to grant to the other Party the rights and licenses granted by such Party to the other Party pursuant to execution of this Agreement. (g) Each Party has, on the Effective Date, the necessary qualified personnel, equipment, technical know-how and other means to perform its duties under this Agreement in a timely manner in accordance with the terms hereof.

Mutual Representations and Warranties. Each Party hereby Party, severally and not jointly, represents and warrants to each other Party, as followsof the date such Party executes and delivers this Agreement (including by execution and delivery of a Joinder Agreement or Transfer Agreement, as applicable) and as of the Agreement Effective Date, that the following statements are true, correct and complete: (a) It Such Party is a corporation duly organized, validly existing and in good standing under the laws Laws of the its jurisdiction in which it is incorporatedof incorporation or organization, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreementall requisite corporate, includingpartnership, without limitation, the right to grant the licenses it is granting hereunder. (b) On the Effective Date, (i) it has the full right and limited liability company or similar authority to enter into this Agreement and carry out the Transactions contemplated hereby and perform its obligations contemplated hereunder, (ii) it is not aware of any impediment that would prevent it from entering into the Agreement or that would inhibit its ability to perform its obligations under this Agreement, (iii) it has taken all necessary corporate action on its part required to authorize and the execution and delivery of this Agreement and the performance of such Party’s obligations hereunder have been duly authorized by all necessary corporate, limited liability company, partnership or other similar action on its part; (b) The execution, delivery and performance by such Party of this Agreement does not and will not (i) violate any provision of Law applicable to it or any of its subsidiaries or its charter or bylaws (or other similar governing documents) or those of any of its subsidiaries, or (ii) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any material contractual obligation to which it or any of its subsidiaries is a party, in each case (other than with respects to violations of or conflicts with its certificate of incorporation or by-laws), except where any such conflict, individually or in the aggregate, would not reasonably be expected to have, either individually or in the aggregate, a material adverse effect on the business, operations, assets, liabilities (actual or contingent), or financial condition of such Party and its subsidiaries, taken as a whole, or to materially impair its ability to perform its obligations hereunderunder this Agreement or have a materially adverse effect on or prevent or materially delay the consummation of the Transactions; (c) except as expressly provided in this Agreement and the other Definitive Documents, no consent or approval (to the extent not already obtained by the Agreement Effective Date) is required by any other Person in order for it to effectuate the Transactions contemplated by, and perform its respective obligations under, this Agreement; (ivd) as of the Agreement Effective Date, such Party has no actual knowledge of any event that, due to any fiduciary or similar duty to any other Person or entity, would prevent it from taking any action required of it under this Agreement; (e) Except as expressly provided in this Agreement has and other than registration of the Registration Statement under the Securities Act and compliance with the Exchange Act, the execution, delivery and performance by such Party of this Agreement does not and will not require any registration or filing with, consent or approval of, or notice to, or other action, with or by, any federal, state or Governmental Regulatory Authority; (f) Except as expressly provided in this Agreement, it is not party to any Alternative Transaction, restructuring or similar agreements or arrangements with the other Parties to this Agreement or any other Person that have not been duly executed and delivered on behalf of such Party, and constitutes a legal, disclosed to all Parties to this Agreement; and (g) This Agreement is the legally valid and binding obligation of such Party that is Party, enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability. (c) It has not entered into any agreement with any third party that is in conflict with the rights granted to the other Party under this Agreement, and has not taken any action that would in any way prevent it from granting the rights granted to the other Party under this Agreement, or that would otherwise materially conflict with or materially adversely affect the rights granted to the other Party under this Agreement. Its performance and execution of this Agreement will not result in a breach of any other contract to which it is a party. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (d) On the Effective Date, it is not aware of any action, suit, inquiry or investigation instituted by any third party that questions or threatens the validity of this Agreement. (e) All necessary consents, approvals and authorizations of all governmental authorities and other persons or entities required to be obtained by such Party in connection with the execution, delivery and performance of this Agreement have been obtained. (f) To the best of its knowledge, each Party has, on the Effective Date, the right to grant to the other Party the rights and licenses granted by such Party to the other Party pursuant to this Agreement. (g) Each Party has, on the Effective Date, the necessary qualified personnel, equipment, technical know-how and other means to perform its duties under this Agreement in a timely manner in accordance with the terms hereof.