Common use of Mutual Representations and Warranties Clause in Contracts

Mutual Representations and Warranties. Vitae and BI each represents and warrants to the other as of the Effective Date: 11.1.1 Such Party (i) is a company duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization; (ii) has the requisite corporate power and authority and the legal right to conduct its business as now conducted and hereafter contemplated 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, delivery and performance of this Agreement by such Party (i) are within the corporate power of such Party; (ii) have been duly authorized by all necessary or proper corporate action; (iii) do not conflict with any provision of the organizational documents of such Party; (iv) 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 by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms; 11.1.4 No governmental authorization, consent, approval except Marketing Authorization Approvals, license, registration, filing or exemption therefrom with any court or other Governmental Authority is or will be necessary for, or in connection with, the transaction contemplated by this Agreement or any other agreement or instrument executed in connection therewith; and 11.1.5 Neither such Party nor, to the best of either Party’s knowledge, any of its employees has been debarred by the FDA (or similar action by the EMEA), or subject to an FDA debarment investigation or proceeding (or similar proceeding of EMEA) for any reason.

Mutual Representations and Warranties. Vitae Adolor and BI GSK each represents ------------------------------------- and warrants to the other as of the Effective DateDate that: 11.1.1 13.1.1 Such Party (ia) is a company duly organized, validly existing existing, and in good standing under the Laws of its incorporation; (b) is duly qualified as a corporation and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its organizationbusiness requires such qualification, 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; (iic) has the requisite corporate power and authority and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; and (iiid) 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 extent required for performance the ownership and operation of this Agreementits business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documents; 11.1.2 13.1.2 The execution, delivery and performance of this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder (ia) are within the corporate power of such Party; (iib) have been duly authorized by all necessary or proper corporate action; (iiic) do not conflict with any provision of the organizational charter documents of such Party; (ivd) will not, to the best of such Party’s 's knowledge, violate any Laws law or regulation or any order or decree of any court or Governmental Authorityof governmental instrumentality; and (ve) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement 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; 11.1.3 13.1.3 This Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms; 11.1.4 No governmental authorization, consent, approval except Marketing Authorization Approvals, license, registration, filing or exemption therefrom with any court or as such enforceability may be limited by applicable insolvency and other Governmental Authority is or will be necessary forLaws affecting creditors' rights generally, or in connection with, by the transaction contemplated by this Agreement or any other agreement or instrument executed in connection therewithavailability of equitable remedies; and 11.1.5 Neither 13.1.4 All of its employees, officers, and consultants have executed agreements or have existing obligations under law requiring assignment to such Party norof 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, as well as the Confidential Information of Persons doing business with such Party that such individuals may receive during the course of and as the result of their association with such Party, to the best of either extent required to support such Party’s knowledge, any of its employees has been debarred by the FDA (or similar action by the EMEA), or subject to an FDA debarment investigation or proceeding (or similar proceeding of EMEA) for any reason's obligations under this Agreement.

Mutual Representations and Warranties. Vitae and BI each Each Party hereby represents and warrants to the other as of the Effective Datefollows: 11.1.1 Such Party (ia) It is a company corporation duly organized, validly existing and in good standing under the Laws laws of the jurisdiction of its organization; (ii) in which it is incorporated, and has the requisite full corporate power and authority and the legal right to conduct own and operate its property and assets and to carry on its business as it is now being conducted and hereafter as contemplated in this Agreement, including, without limitation, the right to be conducted; 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 or will obtain taken all necessary licenses, permits, consents, or approvals from or by, corporate action on its part required to authorize the execution 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, delivery and performance of this Agreement by such Party (i) are within and the corporate power performance of such Party; (ii) have been duly authorized by all necessary or proper corporate action; (iii) do not conflict with any provision of the organizational documents of such Party; its obligations hereunder, and (iv) 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 this Agreement has been duly executed and delivered by on behalf of such Party Party, and constitutes a legal, valid and binding obligation of such Party, Party that is enforceable against such Party it in accordance with its terms;. 11.1.4 No governmental authorization, consent, approval except Marketing Authorization Approvals, license, registration, filing or exemption therefrom (c) It has not entered into any agreement with any court or third party that is in conflict with the rights granted to the other Governmental Authority is or will be necessary forParty 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 withwith the execution, the transaction contemplated by delivery and performance of this Agreement or any other agreement or instrument executed in connection therewith; andhave been obtained. 11.1.5 Neither such Party nor, to (f) To the best of either Party’s its knowledge, any of 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 employees has been debarred by duties under this Agreement in a timely manner in accordance with the FDA (or similar action by the EMEA), or subject to an FDA debarment investigation or proceeding (or similar proceeding of EMEA) for any reasonterms hereof.

Mutual Representations and Warranties. Vitae and BI each Each party, with respect to itself only, hereby represents and warrants to the other as of party the Effective Datefollowing: 11.1.1 Such Party (ia) Each party is a company duly organized, validly existing and in good standing under the Laws applicable laws of the jurisdiction State of its organization; formation, and is qualified to do business and 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 other agreements contemplated herein. (b) Each party has all requisite power and authority to (i) own, lease or operate its assets and properties and to carry on the business as now conducted, and (ii) enter into and perform its obligations under this Agreement and to carry out the transactions contemplated hereby. (c) Each party has taken (or caused to be taken) all acts and other proceedings required to be taken by such party to authorize the requisite corporate power execution, delivery and authority performance by such party of this Agreement and the legal right to conduct other agreements contemplated herein. This Agreement has been duly executed and delivered by each party and constitutes the valid and binding obligation of each party, enforceable against such party in accordance with its business terms, except as now conducted enforceability may be limited by applicable bankruptcy, moratorium, reorganization or similar laws affecting the rights of creditors generally and hereafter contemplated to be conducted; and (iii) has by principles of equity, whether considered in a proceeding at law 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 in equity. The execution, delivery and performance of this Agreement by such Party each party does not and will not (i) are within the corporate power conflict with, or result in any violation of such Party; or constitute a breach or default (iiwith notice or lapse of time, or both) have been duly authorized by all necessary or proper corporate action; under (iiiA) do not conflict with any provision of the organizational documents of such Party; party, or (ivB) will notany applicable statute, law, rule, regulation, order, agreement, instrument or license applicable to such party, except as would not have a 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. (d) There are no actions, suits or proceedings pending or, to the best of such Partyparty’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 threatened against a party which if decided unfavorably to which such Party is party could have a party, or by which such Party is bound; 11.1.3 This Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation material adverse effect on the ability of such Partyparty to execute, enforceable against such Party deliver or perform this Agreement. (e) No party has incurred any obligation or liability, contingent or otherwise, for any fee payable to a broker or finder with respect to the matters provided for in accordance with its terms; 11.1.4 No governmental authorization, consent, approval except Marketing Authorization Approvals, license, registration, filing or exemption therefrom with any court or other Governmental Authority is or will be necessary for, or in connection with, the transaction contemplated by this Agreement or any the other agreement agreements contemplated herein which could be attributable to or instrument executed in connection therewith; and 11.1.5 Neither such Party nor, charged to the best of either Party’s knowledgeother party. Each party shall indemnify, defend and hold harmless the other party from any of its employees has been debarred by claims, damages, liabilities, costs and expenses, including reasonable attorneys’ fees in the FDA (event the prior sentence should be or similar action by the EMEA), or subject become untrue as to an FDA debarment investigation or proceeding (or similar proceeding of EMEA) for any reasonsuch party.

Mutual Representations and Warranties. Vitae and BI each Each Party represents and warrants to the other Party as of the Effective DateDate that: 11.1.1 Such 6.1.1 such Party (i) is a company duly organized, validly existing existing, and in good standing under the Laws of the jurisdiction of its organization; (ii) incorporation and has the requisite full corporate power and authority to enter into this Agreement and to carry out the provisions hereof; 6.1.2 execution of this Agreement and the legal right to conduct performance by such Party of its business as now conducted obligations hereunder have been duly authorized; 6.1.3 this Agreement has been duly executed and hereafter contemplated 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 delivered on behalf of such Party, required for and constitutes a legal, valid, binding obligation of such Party, enforceable against it in accordance with the terms hereof; 6.1.4 the performance of this AgreementAgreement by it does not create a breach or default under any other agreement to which it is a party, which breach or default would adversely affect the other Party; 11.1.2 The 6.1.5 the execution, delivery delivery, and performance of this Agreement by such Party (i) are within the corporate power of such Party; (ii) have been duly authorized by all necessary or proper corporate action; (iii) do does not conflict with any provision of the organizational documents of such Party; (iv) will notagreement, instrument, or understanding, oral or written, 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 it is a party, party or by which such Party it is bound, nor violate any Law of any court, governmental body or administrative or other agency having jurisdiction over such Party; 11.1.3 This Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms; 11.1.4 No governmental 6.1.6 no government authorization, consent, approval except Marketing Authorization Approvalsapproval, license, registration, exemption of or filing or exemption therefrom registration with any court or other Governmental Authority 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 transaction contemplated by this Agreement or any other agreement or instrument executed in connection therewithherewith, or for the performance by it of its obligations under this Agreement and such other agreements, except as may be required to obtain applicable Regulatory Approvals or Regulatory Filings related to the Development, Commercialization, or manufacture of Licensed Vaccines or Licensed Products; and 11.1.5 Neither such Party nor, to the best of either Party’s knowledge, any of its employees has been debarred by the FDA (or similar action by the EMEA), or subject to an FDA debarment investigation or proceeding (or similar proceeding of EMEA) for any reason.

Mutual Representations and Warranties. Vitae and BI each Each Party represents and warrants to the other Party, as of the Effective Datedate hereof, that: 11.1.1 Such Party (ia) it is a company duly organized, organized and validly existing and in good standing under the Laws laws of the jurisdiction of its organization; (ii) formation and has the requisite full corporate power and authority to execute, deliver and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; and (iii) has or will obtain all necessary licenses, permits, consents, or approvals from or byperform this Agreement, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, required for performance of this Agreementto consummate the transactions contemplated hereby; 11.1.2 The (b) the execution, delivery and performance of this Agreement by such Party (i) are within and the corporate power consummation of such Party; (ii) the transactions contemplated hereby have been duly authorized by all necessary or proper corporate action; (iii) do not conflict with any provision of the organizational documents of such Party; (iv) 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 boundaction on its part; 11.1.3 This (c) this Agreement has been duly executed and delivered by such Party and constitutes a its legal, valid valid, and binding obligation of such Party, obligations enforceable against such Party it in accordance with its termsthe terms of this Agreement; 11.1.4 No (d) the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not (i) violate (A) any law or any governmental authorizationrule 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 Marketing Authorization Approvalsfor 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, licenseas amended; and (f) there is no action, registrationsuit, filing proceeding, inquiry or exemption therefrom with investigation before or by any court governmental entity or other Governmental Authority is any self-regulatory organization or will be necessary forbody pending or, to its knowledge, threatened against or affecting it that challenges, or in connection may have the effect of preventing, delaying, making illegal, or otherwise interfering with, the transaction contemplated by this Agreement or any other agreement agreements, instruments and documents executed and delivered or instrument to be executed and delivered by it in connection therewith; and 11.1.5 Neither such Party nor, to the best of either Party’s knowledge, any of its employees has been debarred by the FDA (or similar action by the EMEA), or subject to an FDA debarment investigation or proceeding (or similar proceeding of EMEA) for any reasonwith this Agreement.

Mutual Representations and Warranties. Vitae and BI each Each Party hereby represents and warrants to the other Party as follows: (a) It is a corporation duly organized and validly existing under the laws of the Effective Date: 11.1.1 Such Party (i) is a company duly organized, validly existing and in good standing under the Laws of the state or other jurisdiction of its organization; incorporation or formation; (iib) It has the requisite corporate power and authority to execute and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; and (iii) has or will obtain all necessary licenses, permits, consents, or approvals from or bydeliver this Agreement, and has made to perform its obligations hereunder; (c) Except for regulatory filings and approvals for the Product referenced herein, no authorization, consent or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, approval of any governmental authority or Third Party is required for the execution, delivery and performance by it of this Agreement; 11.1.2 The , and the execution, delivery and performance of this Agreement by will not violate any Jaw, rule or regulation applicable to such Party. (d) There is no claim, investigation, suit, action or proceeding pending or, to 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) are within materially impair the corporate power 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, the execution and delivery of this Agreement and the performance of such Party; ’s obligations hereunder (ii) have been duly authorized by all necessary or proper corporate action; (iiii) do not conflict with any provision of the organizational documents of such Party; (iv) will not, to the best of or violate such Party’s knowledgecorporate charter and bylaws or any requirement of applicable laws of regulations, and (ii) do not and shall not conflict with, violate or breach or constitute a default or require any Laws or consent under, 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 by such Party and constitutes a legal, valid and binding contractual obligation of such Party, enforceable against such Party in accordance with its terms; 11.1.4 No governmental authorization, consent, approval except Marketing Authorization Approvals, license, registration, filing or exemption therefrom with any court or other Governmental Authority is or will be necessary for, or in connection with, the transaction contemplated by this Agreement or any other agreement or instrument executed in connection therewith; and 11.1.5 Neither such Party nor, to the best of either Party’s knowledge, any of its employees has been debarred by the FDA (or similar action by the EMEA), or subject to an FDA debarment investigation or proceeding (or similar proceeding of EMEA) for any reason.

Mutual Representations and Warranties. Vitae Each of the Parties, severally and BI not jointly, represents, warrants, and covenants to each represents and warrants other Party (to the other extent applicable), as of the RSA Effective Date: 11.1.1 Such Party , as follows (i) each of which is a company duly organizedcontinuing representation, warranty, and covenant): (a) to the extent it is an entity, it is validly existing and in good standing under the Laws laws of the state or other jurisdiction of its organization; ; (iib) it has the all requisite corporate direct or indirect power and authority to enter into this Agreement and the legal right Definitive Documents to conduct its business as now conducted which it is a party and hereafter to carry out the Restructuring Transactions contemplated to be conducted; and (iii) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and perform its respective obligations under, this Agreement and such Party has made or will make all necessary notices tobeen authorized to enter into this Agreement, all Governmental Authorities having jurisdiction over such Partythe New Senior Loan Facility and the Definitive Documents and to carry out the Restructuring Transactions contemplated by, required for performance of and perform its respective obligations under this Agreement; 11.1.2 The (c) the execution, delivery delivery, and performance by such Party 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, 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 (i) are within the corporate power of such Party; (ii) have been duly authorized by all necessary or proper corporate action; (iii) do this Agreement does not conflict with any provision of the organizational documents of such Party; (iv) 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 require any registration or conflict with any terms of any indenturefiling with, mortgageconsent, deed of trustor approval of, leaseor notice to, agreement or other instrument to which such Party is a partyaction 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 which such Party is boundthe Exchange Act; 11.1.3 This (e) this Agreement has been duly executed and delivered by such Party and constitutes a legal, is the legally valid and binding obligation of such Party, enforceable against such Party in accordance with its terms; 11.1.4 No governmental authorization, consentexcept as enforcement may be limited by bankruptcy, approval except Marketing Authorization Approvalsinsolvency, licensereorganization, registrationmoratorium, filing or exemption therefrom with any court fraudulent transfer, fraudulent conveyance or other Governmental Authority is similar laws relating to or will be necessary forlimiting creditors’ rights generally, by equitable principles relating to enforceability or by the implied covenant of good faith and fair dealing; and (f) it has been represented by legal counsel of its choosing in connection with, with this Agreement and the transaction transactions contemplated by this Agreement, has had the opportunity to review this Agreement with its legal counsel, and has not relied on any statements made by any other Party or such other Party’s legal counsel as to the meaning of any term or condition contained herein or in deciding whether to enter into this Agreement or any other agreement or instrument executed in connection therewith; and 11.1.5 Neither such Party nor, to the best of either Party’s knowledge, any of its employees has been debarred by the FDA (or similar action by the EMEA), or subject to an FDA debarment investigation or proceeding (or similar proceeding of EMEA) for any reasontransactions contemplated hereby.

Mutual Representations and Warranties. Vitae and BI each Each Party represents and warrants to the other Party that, as of the Effective Date: 11.1.1 Such Party : (i) it is a company duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization; (ii) incorporation and has the all requisite corporate power and authority to enter into this Agreement and to perform its obligations under this Agreement, (ii) execution of this Agreement and the legal right to conduct performance by such Party of its business as now conducted and hereafter contemplated to be conducted; and obligations hereunder have been duly authorized, (iii) this Agreement has or will obtain all necessary licenses, permits, consents, or approvals from or by, been duly executed and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over delivered on behalf of such Party, required for and is legally binding and enforceable on each Party in accordance with its terms, (iv) the performance of this Agreement; 11.1.2 The Agreement by it does not create a breach or default under any other agreement to which it is a Party, (v) the execution, delivery and performance of this Agreement by such Party (i) are within the corporate power of such Party; (ii) have been duly authorized by all necessary or proper corporate action; (iii) do does not conflict with any provision of the organizational documents of such Party; (iv) will notagreement, instrument or understanding, oral or written, 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 it is a party, party or by which such Party it is bound; 11.1.3 This Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation nor violate any Law or regulation of any court, governmental body or administrative or other agency having jurisdiction over such Party, enforceable against such Party in accordance with its terms; 11.1.4 No governmental (vi) no government authorization, consent, approval except Marketing Authorization Approvalsapproval, license, registration, exemption of or filing or exemption therefrom registration with any court or other Governmental Authority 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 transaction contemplated by this Agreement or any other agreement or instrument executed in connection therewith; and 11.1.5 Neither herewith, or for the performance by it of its obligations under this Agreement and such Party norother agreements, to the best of either and (vii) neither such Party’s knowledge, nor any of its employees 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 crime for which an entity or person could be debarred by the FDA under 21 U.S.C. Section 335a or (b) has ever been under indictment for a crime for which a person or similar action by the EMEA), or subject to an FDA debarment investigation or proceeding entity could be so debarred. Certain information marked as [***] has been excluded from this exhibit because it is both (or similar proceeding of EMEAi) for any reasonnot material and (ii) would be competitively harmful if publicly disclosed.

Mutual Representations and Warranties. Vitae and BI each Each Party represents and warrants to the other other, as of the Effective Date, as follows: 11.1.1 Such (a) such Party (i) is a company corporation duly organized, validly existing and in good standing under the Laws laws of the jurisdiction of its organization; (ii) has the requisite corporate power and authority and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; and (iii) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made all requisite power and authority, corporate or will make all necessary notices tootherwise, all Governmental Authorities having jurisdiction over such Partyto execute, required for performance of deliver and perform this Agreement;; [***] 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 the omitted portions. 11.1.2 The execution, (b) the execution and delivery and performance of this Agreement and the performance by such Party (i) are within of the corporate power of such Party; (ii) transactions contemplated hereby have been duly authorized by all necessary or proper corporate action; action and will not violate: (iiii) do not conflict with any provision of the organizational documents of such Party; (iv) will not, to the best of such Party’s knowledgecertificate of incorporation or bylaws, violate (ii) any Laws agreement, instrument 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 contractual obligation to which such Party is a partybound in any material respect, (iii) any requirement of any Applicable Laws, or by which (iv) any order, writ, judgment, injunction, decree, determination or award of any court or governmental agency presently in effect applicable to such Party is boundParty; 11.1.3 This (c) this Agreement has been duly executed and delivered by such Party and constitutes is a legal, valid and binding obligation of such Party, Party enforceable against such Party in accordance with its termsterms and conditions; 11.1.4 No governmental authorization(d) such Party is not under any obligation, consentcontractual or otherwise, approval except Marketing Authorization Approvals, license, registration, filing to any person or exemption therefrom entity that conflicts with or is inconsistent in any court or other Governmental Authority is or will be necessary for, or in connection with, respect with the transaction contemplated by terms of this Agreement or any other agreement or instrument executed in connection therewith; andthat would impede the diligent and complete fulfillment of its obligations hereunder; 11.1.5 Neither (e) to such Party nor, to the best of either Party’s knowledge, all of its employees, officers, contractors, and consultants have executed agreements requiring assignment to such Party of all Inventions made during the course of and as a result of their association with such Party and obligating each such employee, officer, contractor, and consultant to maintain as confidential the Confidential Information of such Party; and (f) neither such Party, nor any of its employees employees, officers, subcontractors or consultants who have rendered or will render services relating to the Product: (i) has ever been debarred by the FDA (or similar action by the EMEA), or is subject to debarment) or convicted of a crime for which an FDA debarment investigation entity or proceeding 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 similar proceeding of EMEA) for entity could be debarred under any reasonsuch provision.

Mutual Representations and Warranties. Vitae and BI each Each Party represents and warrants to the other Party, as of the Execution Date, and as of the Effective DateDate (as though then made), that: 11.1.1 Such 10.1.1. such Party (i) is a company corporation duly organized, validly existing existing, and in good standing under the Laws of the its jurisdiction of its organization; (ii) incorporation or formation; 10.1.2. such Party has the all requisite corporate power and corporate authority to enter into this Agreement and to carry out its obligations under this Agreement; 10.1.3. all requisite corporate action on the part of such Party and its directors and stockholders required by Law for the authorization, execution, and delivery by such Party of this Agreement, and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; and (iii) performance of all obligations of such Party under this Agreement, has or will obtain all necessary licensesbeen taken; 10.1.4. the execution, permits, consents, or approvals from or bydelivery, 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, delivery and performance compliance with the provisions of this Agreement Agreement, by such Party (i) are within the corporate power of such Party; (ii) have been duly authorized by all necessary or proper corporate action; (iii) do not conflict with and will not: (a) violate any provision of the organizational documents of such Party; (iv) will not, to the best of such Party’s knowledge, violate any Laws Law or any order ruling, writ, injunction, order, permit, judgment, or decree of any court or Governmental Authority; and (vb) will not 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 terms of the provisions of such Party’s organizational documents (including any indenturearticles or memoranda of organization or association, mortgagecharter, deed of trustbylaws, leaseor similar documents); 10.1.5. such Party 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, agreement and has not taken any action that would prevent it from granting the rights granted to the other Party under this Agreement, or that would otherwise conflict with or adversely affect the other Party’s rights under this Agreement; 10.1.6. no consent, approval, authorization, or other instrument order of, or filing with, or notice to, any Governmental Authority or other Third Party is required to which be obtained or made by such Party is a partyin connection with the authorization, or execution, and delivery by which such Party is bound;of this Agreement, except as required pursuant to the HSR Act and any other applicable Antitrust Laws; and 11.1.3 This 10.1.7. this Agreement has been duly executed and delivered by on behalf of such Party and constitutes is a legal, legal and valid obligation binding upon it and binding obligation of such Party, is enforceable against such Party in accordance with its terms; 11.1.4 No governmental authorization, consent, approval except Marketing Authorization Approvals, license, registration, filing or exemption therefrom with any court or other Governmental Authority is or will be necessary for, or in connection with, the transaction contemplated by this Agreement or any other agreement or instrument executed in connection therewith; and 11.1.5 Neither such Party nor, to the best of either Party’s knowledge, any of its employees has been debarred by the FDA (or similar action by the EMEA), or subject to an FDA debarment investigation or proceeding (or applicable bankruptcy, insolvency, moratorium, and other similar proceeding laws affecting creditors’ rights generally and by general principles of EMEA) for any reasonequity.

Mutual Representations and Warranties. Vitae and BI each Each Party hereby represents and warrants to the other Party, as of the Effective Date, that: 11.1.1 (a) Such Party (i) is a company duly organized, organized and validly existing under the laws of its jurisdiction of incorporation or organization, and in good standing (to the extent such concept is relevant) in each jurisdiction necessary or applicable for the performance of its obligations as set forth herein, except where the failure to so be in good standing would not have a material adverse effect on its ability to perform its obligations under the Laws of the this Agreement. Such Party is duly qualified to do business in its jurisdiction of its organization; (ii) organization and has the requisite corporate power and authority and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; and (iii) has or will obtain obtained all necessary licenseslicenses and approvals from Governmental Authorities in each jurisdiction that requires such qualification, permits, consents, except where the failure to so qualify or obtain licenses 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 would not have a material adverse effect on its ability to perform its obligations under this Agreement;. 11.1.2 (b) The execution, delivery and performance of this Agreement by such Party (i) are within and the corporate power performance of such Party; (ii) its obligations hereunder have been duly approved and authorized by all necessary or proper corporate action; (iii) do not conflict with any provision of the organizational documents action of such Party; (iv) 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 by such Party and constitutes a the legal, valid and binding obligation of such Party, enforceable against 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. 11.1.4 No governmental authorization(c) The execution and delivery of this Agreement by such Party, consentthe performance by such Party, approval except Marketing Authorization Approvalsand the fulfillment by such Party of the provisions of this Agreement shall not (i) conflict with, licenseviolate or result in any breach of any of the terms and provisions of, registrationor constitute (with or without notice or lapse of time or both) a default under, filing or exemption therefrom with any court material indenture, contract, agreement, mortgage, deed of trust, or other Governmental Authority instrument to which such Party is a party or will be necessary forby 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 in connection with(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 bound. (d) There are no Proceedings pending or, to the transaction actual knowledge of such Party, threatened or contemplated against such Party (i) asserting the invalidity of this Agreement, (ii) seeking any determination or 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 other agreement determination or instrument executed in connection therewith; andruling that could materially and adversely affect the validity or enforceability of this Agreement. 11.1.5 (e) Neither such Party nor, to the best of either Party’s knowledge, nor any of its employees has been debarred Affiliates, nor any of their officers, directors or principals is a Person (i) named on any of the following lists maintained by the FDA 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 (or similar action by e.g., Cuba, Iran, Sudan, Syria, North Korea, and the EMEACrimea 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 subject to 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 FDA debarment investigation offshore banking license that prohibits such Person from conducting banking activities with the citizens of, or proceeding with the local currency of, the country that issued the license, or (v) which is a “foreign shell bank” or similar proceeding of EMEA) for any reasona “senior foreign political figure” as such terms are defined in the USA PATRIOT Act.

Mutual Representations and Warranties. Vitae and BI each (a) Each Party represents and warrants to the other as of the Effective Date: 11.1.1 Such Party that: (i) it is a company duly organized, validly existing and in good standing under the Laws laws of the its jurisdiction of its organization; (ii) incorporation or formation, and has the all requisite corporate power 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, and the legal right person or persons executing this Agreement on its behalf has been duly authorized to conduct its business as now conducted and hereafter contemplated to be conducteddo so by all requisite corporate or partnership action; 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, delivery and performance of this Agreement by such Party (i) are within the corporate power of such Party; (ii) have been duly authorized by all necessary or proper corporate action; (iii) do not conflict with any provision of the organizational documents of such Party; (iv) 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 by such Party and constitutes a legal, valid and legally binding obligation of such Partyupon it, enforceable against such Party it in accordance with its terms;, 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 conflict with any agreement, instrument or understanding, oral or written, to which it is a Party or by which it may be bound, nor violate any material law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it. 11.1.4 No (b) Each Party represents and warrants to the other 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 authorizationauthority or court to which it is subject or any provision of the charter or bylaws (or other organizational documents) of such Party or (ii) conflict with, consentresult in a breach of, approval except Marketing Authorization Approvalsconstitute 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, registration, filing or exemption therefrom with any court instrument or other Governmental Authority arrangement to which it is a party or will be necessary forby 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 lien, security interest, charge, claim, encumbrance, limitation, restriction on use or 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 in connection with, order for AMYRIS to consummate the transaction transactions contemplated by this Agreement or any other agreement or instrument executed in connection therewith; and 11.1.5 Neither such Party nor, to the best of either Party’s knowledge, any of its employees has been debarred by the FDA (or similar action by the EMEA), or subject to an FDA debarment investigation or proceeding (or similar proceeding of EMEA) for any reasonAgreement.

Mutual Representations and Warranties. Vitae and BI each Each Party hereby represents and warrants to the other Party that as of the Effective Date: 11.1.1 Such Party (i) 12.1.1 it is a company duly organized, organized and validly existing and in good standing under the Laws laws of the its jurisdiction of its organization; (ii) has the requisite corporate power incorporation or formation; 12.1.2 it is duly authorized to execute and authority and the legal right to conduct its business as now conducted and hereafter contemplated 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 deliver this Agreement; 11.1.2 The execution, delivery and performance of the person or persons executing this Agreement by such Party (i) are within the corporate power of such Party; (ii) on its behalf have been duly authorized to do so by all necessary or proper requisite corporate action; (iii) do not conflict with any provision of the organizational documents of such Party; (iv) 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 this Agreement is a party, or by which such Party is bound; 11.1.3 This Agreement has been duly executed legally binding upon it and delivered by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms; 11.1.4 No governmental authorization12.1.3 it has full corporate right, consentpower and authority to perform its respective obligations under this Agreement, approval except Marketing Authorization Approvalsincluding the right to grant the rights and licenses granted to the other Party hereunder; 12.1.4 it will obtain and maintain all licenses, licensepermits and other authorizations necessary to perform its obligations hereunder, registrationand 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, filing or exemption therefrom and it has in place a compliance program and internal policies and procedures for its employees and agents to comply with any court or other Governmental Authority is or will be necessary for, or in connection with, the transaction Applicable Law (including Anti-Corruption Law and Privacy Law) as contemplated by this Agreement or any other agreement or instrument executed in connection therewithSection 7, including training on such policies and procedures and reporting obligations for non-compliance; and 11.1.5 Neither 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 noror any such Representative, an Ineligible Person; or (ii) if such Party or any such Representative is charged with a criminal offense related to any federal health care program, or is proposed for exclusion from the best provision of either Party’s knowledgehealth care items or services. Each Party hereto shall immediately notify the other Party hereto of any threatened, proposed or actual exclusion or debarment of such Party or any of its employees has been debarred by Representatives performing under this Agreement of which it becomes aware. In the FDA (or similar action by event any Party performing under this Agreement becomes an Ineligible Person, this Agreement shall, as of the EMEA)effective date of such Party becoming an Ineligible Person, or subject to automatically terminate. In the event any such Representative of a Party becomes an FDA debarment investigation or proceeding (or similar proceeding Ineligible Person during the Term of EMEA) for any reasonthis Agreement, such Representative shall immediately cease performing under this Agreement, and the other Party shall have the option of immediately terminating this Agreement.

Mutual Representations and Warranties. Vitae and BI each Each Party represents and warrants to each of the other Parties as of follows and acknowledges that the Effective Dateother Parties are relying on such representations and warranties in connection with entering into this Agreement and consummating the Arrangement: 11.1.1 Such Party (ia) it is a company duly organizedincorporated, amalgamated, continued or formed, as applicable, and is validly existing and in good standing under the Laws of the jurisdiction laws of its organization; (ii) governing jurisdiction and has the requisite corporate power and authority and to enter into this Agreement and, subject to obtaining the legal right requisite approvals contemplated hereby, to conduct perform its business as now conducted and hereafter contemplated 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 Agreementobligations hereunder; 11.1.2 The execution(b) except as disclosed in the Circular or in writing to the other Parties, the execution and delivery and performance of this Agreement by such Party it and the completion by it of the transactions contemplated herein do not and will not: (i) are within result in the corporate power breach of, or violate any term or provision of such Party; 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 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 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 have been duly authorized by all necessary or proper corporate actiona material adverse effect on it; or (iii) do not conflict with violate any provision provisions of any Applicable Law or any judicial or administrative award, judgement, order or decree applicable and known to it, the organizational documents violation of such Party; which would have a material adverse effect on it; (ivc) will notno dissolution, winding-up, bankruptcy, liquidation or similar proceeding has been commenced or is pending or, to the best of such Party’s knowledge, violate any Laws or any order or decree is proposed in respect of any court or Governmental Authorityit, except as contemplated by the Plan of Arrangement; and (d) the execution and (v) will not violate or conflict with any terms delivery of any indenture, mortgage, deed this Agreement and the completion 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 the transaction contemplated herein have been duly executed approved by its board of directors or the board of directors of its general partner (as applicable) and delivered by such Party and this Agreement constitutes a legal, valid and binding obligation of such Party, Party enforceable against such Party it in accordance with its terms; 11.1.4 No governmental authorization, consent, approval except Marketing Authorization Approvals, license, registration, filing or exemption therefrom with any court or other Governmental Authority is or will be necessary for, or in connection with, the transaction contemplated by this Agreement or any other agreement or instrument executed in connection therewith; and 11.1.5 Neither such Party nor, to the best of either Party’s knowledge, any of its employees has been debarred by the FDA (or similar action by the EMEA), or subject to an FDA debarment investigation 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 proceeding (or similar proceeding of EMEA) for any reasonpenalties imposed by law.

Mutual Representations and Warranties. Vitae and BI each Each Party represents and warrants to the other other, as of the Effective Date, as follows: 11.1.1 Such (a) such Party (i) is a company corporation duly organized, validly existing and in good standing under the Laws laws of the jurisdiction of its organization; (ii) has the requisite corporate power and authority and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; and (iii) has or will obtain all necessary licenses, permits, consents, or approvals from or by, and has made all requisite power and authority, corporate or will make all necessary notices tootherwise, all Governmental Authorities having jurisdiction over such Partyto execute, required for performance of deliver and perform this Agreement;; [***] 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 the omitted portions. 11.1.2 The execution, (b) the execution and delivery and performance of this Agreement and the performance by such Party (i) are within of the corporate power of such Party; (ii) transactions contemplated hereby have been duly authorized by all necessary or proper corporate action; action and will not violate (iiii) do not conflict with any provision of the organizational documents of such Party; (iv) will not, to the best of such Party’s knowledgecertificate of incorporation or bylaws, violate (ii) any Laws agreement, instrument 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 contractual obligation to which such Party is a partybound in any material respect, (iii) any requirement of any Applicable Laws, or by which (iv) any order, writ, judgment, injunction, decree, determination or award of any court or governmental agency presently in effect applicable to such Party is boundParty; 11.1.3 This (c) this Agreement has been duly executed and delivered by such Party and constitutes is a legal, valid and binding obligation of such Party, Party enforceable against such Party in accordance with its termsterms and conditions; 11.1.4 No governmental authorization(d) such Party is not under any obligation, consentcontractual or otherwise, approval except Marketing Authorization Approvals, license, registration, filing to any person or exemption therefrom entity that conflicts with or is inconsistent in any court or other Governmental Authority is or will be necessary for, or in connection with, respect with the transaction contemplated by terms of this Agreement or any other agreement or instrument executed in connection therewith; andthat would impede the diligent and complete fulfillment of its obligations hereunder; 11.1.5 Neither (e) to such Party nor, to the best of either Party’s knowledge, all of its employees, officers, contractors, and consultants have executed agreements requiring assignment to such Party of all inventions made during the course of and as a result of their association with such Party and obligating each such employee, officer, contractor, and consultant to maintain as confidential the Confidential Information of such Party; and (f) neither such Party, nor any of its employees employees, officers, subcontractors or consultants who have rendered or will render services relating to the Products: (i) has ever been debarred by the FDA 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 similar action by the EMEA), or subject to an FDA debarment investigation or proceeding (or similar proceeding of EMEA) for entity could be debarred under any reasonsuch provision.

Mutual Representations and Warranties. Vitae Theravance and BI Clinigen each represents and warrants to the other as of the Effective DateDate that: 11.1.1 (a) Such Party Party: (i) is a company duly organized, validly existing existing, and in good standing under the Laws of its incorporation; (ii) is duly qualified as a corporation and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its organization; business requires such qualification, 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; (iiiii) has the requisite corporate power and authority and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; and ; (iiiiv) 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 extent required for performance the ownership and operation of this Agreementits business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (v) is in compliance with its charter documents; 11.1.2 (b) The execution, delivery and performance of this 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) do not conflict with any provision of the organizational 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 or Governmental Authorityof governmental instrumentality; and (v) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement 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 financial condition or on its ability to perform its obligations hereunder; 11.1.3 (c) This Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms; 11.1.4 No governmental authorization, consent, approval except Marketing Authorization Approvals, license, registration, filing or exemption therefrom with any court or as such enforceability may be limited by applicable insolvency and other Governmental Authority is or will be necessary forLaws affecting creditors’ rights generally, or in connection with, by the transaction contemplated by this Agreement or any other agreement or instrument executed in connection therewithavailability of equitable remedies; and 11.1.5 Neither (d) All of its employees, officers, and consultants have executed agreements or have existing obligations under Laws requiring assignment to such Party norof 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 the best of either maintain as confidential such Party’s knowledge, any of its employees has been debarred by the FDA (or similar action by the EMEA), or subject to an FDA debarment investigation or proceeding (or similar proceeding of EMEA) for any reasonConfidential Information.

Mutual Representations and Warranties. Vitae and BI each Each Party represents and warrants to and in favour of the other Party as of follows and acknowledges that the Effective Dateother Party is relying upon such representations and warranties in connection with the matters contemplated by this Agreement: 11.1.1 Such Party (ia) it is a company duly organizedincorporated, amalgamated or continued and is validly existing and in good standing under the Laws of the jurisdiction of its organization; (ii) CBCA and has the requisite corporate power and authority to own its Assets and the legal right to conduct its business as now conducted businesses and hereafter to perform its obligations hereunder; (b) the execution and delivery of this Agreement, of the Ancillary Agreements and of the Reorganization Documents by it and the completion by it of the transactions contemplated to be conducted; herein, in the Ancillary Agreements, in the Reorganization Documents, in the Plan of Arrangement and (iii) has or in the Tax Rulings do not and will obtain all necessary licenses, permits, consentsnot result in the breach of, or approvals from violate any term or provision of, its articles or by-laws; (c) neither it nor, in the case of Novelis, any of its Group 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 made been no omission to state a material fact or will make all necessary notices toto provide other material information relating to it that would be relevant to the granting of the Tax Rulings; (e) no dissolution, all Governmental Authorities having jurisdiction over such Partywinding up, required for performance 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; 11.1.2 The execution, delivery of the Ancillary Agreements and performance of this Agreement by such Party (i) are within the corporate power Reorganization Documents and the completion of such Party; (ii) the transactions contemplated herein, in the Ancillary Agreements and in the Reorganization Documents, have been duly authorized approved by all necessary or proper corporate action; (iii) do not conflict with any provision its board of directors, and this Agreement, the organizational documents of such Party; (iv) will not, to Ancillary Agreements and 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 by such Party and constitutes a Reorganization Documents constitute legal, valid and binding obligation obligations of such Party, Party enforceable against such Party it in accordance with its terms; 11.1.4 No governmental authorization, consentsubject to legislation relating to bankruptcy, approval except Marketing Authorization Approvalsinsolvency, license, registration, filing or exemption therefrom with any court or reorganization and other Governmental Authority is or will be necessary for, or in connection with, similar legislation of general application and other laws affecting the transaction contemplated by this Agreement or any other agreement or instrument executed in connection therewith; and 11.1.5 Neither such Party norenforcement of creditors' rights generally, to general principles of equity and limitations upon the best enforcement of either Party’s knowledge, any indemnification for fines or penalties imposed by law and to the discretionary power of its employees has been debarred by the FDA (courts as regards specific performance or similar action by the EMEA), or subject to an FDA debarment investigation or proceeding (or similar proceeding of EMEA) for any reasoninjunctive relief.

Mutual Representations and Warranties. Vitae and BI each Each Party represents and warrants to the other Party that each representation and warranty made by it under this Article 9 that is made as of 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 DateDate of this Agreement: 11.1.1 Such Party (i) 9.1.1 It is a company duly organized, organized and validly existing and in good standing under the Laws laws of the its jurisdiction of its organization; (ii) incorporation or formation, and has the requisite full corporate or other power and authority to enter into this Agreement and the legal right other Transaction Documents to conduct its business as now conducted which it is a party, and hereafter contemplated to carry out the provisions hereof. Further, except for any Regulatory Approvals, pricing and/or reimbursement approvals, manufacturing approvals and/or similar approvals necessary for the Research, Development, Manufacture or Commercialization of the Royalty Products, all necessary consents, approvals and authorizations of all government authorities required 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 obtained by such Party, required for performance Party as of this Agreement; 11.1.2 The 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 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 any Third Party which would conflict with the rights granted to the other Party hereunder. It has (or will have at the 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 (i) are within pursuant to this Agreement or the corporate power of such Party; (ii) have been duly authorized by all necessary or proper corporate action; (iii) other Transaction Documents do not conflict with or violate any provision requirement of applicable laws or regulations existing as of the organizational documents of Effective Date and applicable to such Party; (iv) . 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 notuse 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 in writing immediately if it or any Person that is performing activities in the Collaboration, and Tekmira agrees to 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 such the notifying Party’s knowledge, violate any Laws is threatened, relating to the debarment or conviction of the notifying Party or any order person or decree of entity used in 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 capacity by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms; 11.1.4 No governmental authorization, consent, approval except Marketing Authorization Approvals, license, registration, filing or exemption therefrom with any court or other Governmental Authority is or will be necessary for, or in connection with, the transaction contemplated by this Agreement or any other agreement or instrument executed in connection therewith; and 11.1.5 Neither such Party nor, to the best of either Party’s knowledge, any of its employees has been debarred by Affiliates in connection with the FDA (Collaboration or similar action by the EMEA)Manufacturing Activities, or subject to an FDA debarment investigation or proceeding (or similar proceeding of EMEA) for any reasonas the case may be.

Mutual Representations and Warranties. Vitae and BI each Each Party represents and warrants to the other Party that as of the Effective DateDate of this Agreement: 11.1.1 Such Party (i) 7.1.1 It is a company duly organized, organized and validly existing and in good standing under the Laws laws of the its jurisdiction of its organization; (ii) incorporation or formation, and has the requisite full corporate or other power and authority to enter into this 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, and the legal right person or persons executing this Agreement on its behalf has been duly authorized to conduct do so by all requisite corporate action. 7.1.3 This Agreement is legally binding upon it and enforceable in accordance with its business as now conducted and hereafter contemplated 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 terms. The execution, delivery and performance of this Agreement by such Party (i) are within the corporate power of such Party; (ii) have been duly authorized by all necessary or proper corporate action; (iii) do it does not conflict with any provision 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. 7.1.4 It has not granted, and will not grant, during the Term, any right to any Third Party that 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 organizational documents United States Federal Food, Drug, and Cosmetic Act or any similar law in any foreign jurisdiction, or that is the subject of a conviction described in such Party; (iv) will notsection 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 is the subject of a conviction described in Section 306 or similar law in any foreign jurisdiction, or if any action, suit, claim, investigation or legal or administrative proceeding is pending or, to the best of such the notifying Party’s knowledge, violate any Laws is threatened, relating to the debarment or conviction of the notifying Party or any order person or decree of entity used in 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 capacity by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms; 11.1.4 No governmental authorization, consent, approval except Marketing Authorization Approvals, license, registration, filing or exemption therefrom with any court or other Governmental Authority is or will be necessary for, or in connection with, the transaction contemplated by this Agreement or any other agreement or instrument executed in connection therewith; and 11.1.5 Neither such Party nor, to the best of either Party’s knowledge, any of its employees has been debarred by Affiliates in connection with the FDA (or similar action by the EMEA), or subject to an FDA debarment investigation or proceeding (or similar proceeding performance of EMEA) for any reasonits obligations under this Agreement.

Mutual Representations and Warranties. Vitae and BI each Each Party represents and warrants to the other as of Party the Effective Datefollowing on the date hereof: 11.1.1 Such (a) the Party (i) is a company corporation duly organizedincorporated, validly existing and in good standing under the Laws laws of its jurisdiction of formation; (b) the Party has the necessary corporate capacity and authority to execute and deliver this Agreement and to observe and perform its covenants and obligations under this Agreement and has taken all necessary corporate action in respect of the jurisdiction 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 organization; obligations under this Agreement in any material respect; (iid) has the requisite corporate power and authority and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; and (iii) has there is no consent, approval, authorization, release, waiver or will obtain all necessary licenses, permits, consentsother action of, or approvals from any registration, declaration, filing or by, and has made notice with or will make all necessary notices to, all any Governmental Authorities having jurisdiction over such Party, Authority or other person that is required for performance of this Agreement; 11.1.2 The execution, the execution or delivery and performance by the Party of this Agreement by such Party (i) are within or the corporate power performance of such Party; (ii) have been duly authorized by all necessary or proper corporate action; (iii) do not conflict with any provision of the organizational documents of such Party; (iv) 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 boundits obligations hereunder; 11.1.3 This (e) this Agreement has been duly executed and delivered by such the Party and constitutes will constitute upon execution and delivery thereof a legal, valid and binding obligation of such Party, the Party enforceable against such Party it in accordance with its terms; 11.1.4 No governmental authorization, consentexcept as may be limited by bankruptcy, approval insolvency, liquidation, reorganization, reconstruction and other similar laws of general application affecting the enforceability of remedies and rights of creditors and except Marketing Authorization Approvals, license, registration, filing or exemption therefrom with any court or other Governmental Authority is or will be necessary for, or that equitable remedies such as specific performance and injunction are in connection with, the transaction contemplated by this Agreement or any other agreement or instrument executed in connection therewith; and 11.1.5 Neither such Party nor, to the best discretion of either Party’s knowledge, any of its employees has been debarred by the FDA (or similar action by the EMEA), or subject to an FDA debarment investigation or proceeding (or similar proceeding of EMEA) for any reasona court.

Mutual Representations and Warranties. Vitae Each Party hereby represents, warrants and BI each represents and warrants covenants to the other as of the Effective DateParty that: 11.1.1 Such (a) such Party (i) is a company corporation or entity duly organized, validly existing and in good standing under the Laws of the jurisdiction laws of its organization; (ii) state of incorporation or formation, and has the requisite full corporate power and authority to enter into this Agreement and to carry out the provisions hereof; (b) such Party is duly authorized, by all requisite corporate action, to execute and deliver this Agreement and the legal right to conduct its business as now conducted and hereafter contemplated 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, 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 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) are within bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the corporate power 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) have been duly authorized by all necessary the provisions of its charter, operating documents or proper corporate action; bylaws, or (iii) do not conflict with any provision of the organizational documents of such Party; (iv) will notorder, to the best of such Party’s knowledgewrit, violate any Laws or any order injunction 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, governmental authority entered against it or by which such Party is bound; 11.1.3 This Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms; 11.1.4 No governmental authorization, consent, approval except Marketing Authorization Approvals, license, registration, filing or exemption therefrom with any court or other Governmental Authority is or will be necessary for, or in connection with, the transaction contemplated by this Agreement it or any other agreement of its property is bound except where such breach or instrument executed in connection therewithconflict would not materially impact the Party’s ability to meet its obligations hereunder; and 11.1.5 Neither such Party nor(f) it shall comply in all material respects with all laws, rules and regulations applicable to the best of either Party’s knowledge, any of its employees has been debarred by the FDA (or similar action by the EMEA), or subject to an FDA debarment investigation or proceeding (or similar proceeding of EMEA) for any reasonperformance under this Agreement.

Mutual Representations and Warranties. Vitae and BI each Each Party represents and warrants to the other as of the Effective Datethat: 11.1.1 Such Party (ia) it is a company corporation duly organized, validly existing organized and in good standing under the Laws of the jurisdiction of its organization; (ii) incorporation, and it has the requisite corporate full power and authority and the legal right to conduct own and operate its property and assets and to carry on its business as it is now being conducted and hereafter as it is contemplated 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 conducted by this Agreement; 11.1.2 The execution(b) it has the full right, delivery power and performance authority to enter into this Agreement and 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 knowledge, threatened actions, suits or claims pending with respect to the subject matter of this Agreement by such Party or its right to enter into and perform its obligations under this Agreement; (id) are within as of the corporate power of such Party; (ii) have been duly authorized by Effective Date, it has taken all necessary or proper corporate action; (iii) do not conflict with any provision action on its part to authorize the execution and delivery of this Agreement and the organizational documents performance of such Party; (iv) 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 boundits obligations under this Agreement; 11.1.3 This (e) this Agreement has been duly executed and delivered by such Party on behalf of it, and constitutes a legal, valid and valid, binding obligation of such Partyobligation, enforceable against such Party it in accordance with its termsthe 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; 11.1.4 No governmental authorization(f) as of the Effective Date, consentall necessary consents, approval except Marketing Authorization Approvals, license, registration, filing or exemption therefrom with any court or approvals and authorizations of all Regulatory Authorities and Governmental Authorities and other Governmental Authority is or will Persons required to be necessary for, or obtained by it in connection with, with the transaction contemplated by execution and delivery of this Agreement or any and the performance of its obligations under this Agreement have been obtained (other agreement or instrument executed in connection therewith; andthan Regulatory Approvals to develop, market and commercialize Licensed Products); 11.1.5 Neither (i) neither such Party nor, to the best actual knowledge of either such Party’s knowledge, any employee, agent or subcontractor of such Party involved or to be involved in the development and 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 performance of any activities hereunder; and (iii) to 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 (h) the execution and delivery of this Agreement and the performance of its obligations hereunder do not conflict with, or constitute a default under, any of its employees has been debarred by the FDA (or similar action by the EMEA), or subject to an FDA debarment investigation or proceeding (or similar proceeding of EMEA) for any reasoncontractual obligations.

Mutual Representations and Warranties. Vitae and BI each Each Party represents and warrants to each of the other Parties as of follows and acknowledges that the Effective Dateother Parties are relying on such representations and warranties in connection with entering into this Agreement and consummating the Arrangement: 11.1.1 Such Party (ia) it is a company duly organizedincorporated, amalgamated, continued or formed, as applicable, and is validly existing and in good standing under the Laws of the jurisdiction laws of its organization; (ii) governing jurisdiction and has the requisite corporate or other power and authority and to enter into this Agreement (acting through its general partner, as applicable) and, subject to obtaining the legal right requisite approvals contemplated hereby, to conduct perform its business as now conducted and hereafter contemplated 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 Agreementobligations hereunder; 11.1.2 The execution(b) except as disclosed in the Circular or in writing to the other Parties, the execution and delivery and performance of this Agreement by such Party it (acting through its general partner, as applicable) and the completion by it of the transactions contemplated herein do not and will not: (i) are within result in the corporate power breach of, or violate any term or provision of such Party; 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 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 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 have been duly authorized by all necessary or proper corporate actiona material adverse effect on it; or (iii) do not conflict with violate any provision provisions of any Applicable Law or any judicial or administrative award, judgement, order or decree applicable and known to it, the organizational documents violation of such Party; which would have a material adverse effect on it; (ivc) will notno dissolution, winding-up, bankruptcy, liquidation or similar proceeding has been commenced or is pending or, to the best of such Party’s knowledge, violate any Laws or any order or decree is proposed in respect of any court or Governmental Authorityit, except as may be contemplated by the Plan of Arrangement; and (d) the execution and (v) will not violate or conflict with any terms delivery of any indenture, mortgage, deed this Agreement and the completion 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 the transaction contemplated herein have been duly executed approved by its board of directors or the board of directors of its general partner (as applicable) and delivered by such Party and this Agreement constitutes a legal, valid and binding obligation of such Party, Party enforceable against such Party it in accordance with its terms; 11.1.4 No governmental authorization, consent, approval except Marketing Authorization Approvals, license, registration, filing or exemption therefrom with any court or other Governmental Authority is or will be necessary for, or in connection with, the transaction contemplated by this Agreement or any other agreement or instrument executed in connection therewith; and 11.1.5 Neither such Party nor, to the best of either Party’s knowledge, any of its employees has been debarred by the FDA (or similar action by the EMEA), or subject to an FDA debarment investigation 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 proceeding (or similar proceeding of EMEA) for any reasonpenalties imposed by law.

Mutual Representations and Warranties. Vitae Each of Medifocus and BI each JV hereby represents and warrants to the other as of the Effective Datedate hereof as follows: 11.1.1 Such Party (ia) is a company duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization; (ii) has the requisite corporate power and authority and the legal right to conduct its business as now conducted and hereafter contemplated 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, delivery and performance of this Agreement by such Party (i) are within the corporate power of such Party; (ii) party have been duly authorized by all necessary or proper corporate action; (iii) do not conflict with any provision of action on the organizational documents part of such Party; (iv) 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 (b) this Agreement has been duly executed and delivered by such Party party and, assuming due authorization, execution and delivery by the other party, constitutes a legal, valid and binding obligation of such Partyparty, enforceable against such Party 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; 11.1.4 No (c) such party’s execution, delivery and performance of this Agreement 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 authorizationorder applicable to such party or its assets, consentproperties or businesses, approval except Marketing Authorization Approvalsor (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, registrationpermit, filing or exemption therefrom with any court franchise or other Governmental Authority instrument or arrangement to which it is a party or will be necessary forby 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 connection withall material respects; and (f) in the course of the development and commercialization of the Products, such party shall not have used during the transaction contemplated 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 this Agreement the FDA, SFDA or any other agreement or instrument executed in connection therewith; and 11.1.5 Neither such Party nor, to the best of either Party’s knowledge, any of its employees has been debarred by the FDA (or similar action by the EMEA), or subject to an FDA debarment investigation or proceeding (or similar proceeding of EMEA) for any reasonRegulatory Authority.

Mutual Representations and Warranties. Vitae and BI each Each Party hereby represents and warrants to the other Party, as of the Effective Datefollows: 11.1.1 Such Party (ia) It is a company or corporation duly organized, validly existing existing, and in good standing under the Laws of the jurisdiction of its organization; in which it is incorporated; (iii) it has the requisite corporate power and authority and the legal right to conduct enter into this Agreement and perform its business as now conducted obligations hereunder; (ii) it has taken all necessary corporate action on its part required to authorize the execution and hereafter contemplated to be conducteddelivery of this Agreement and the performance of its obligations hereunder; 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, delivery and performance of this Agreement by such Party (i) are within the corporate power of such Party; (ii) have been duly authorized by all necessary or proper corporate action; (iii) do not conflict with any provision of the organizational documents of such Party; (iv) 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 by on behalf of such Party Party, and constitutes a legal, valid valid, and binding obligation of such Party, Party that is enforceable against such Party it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors' rights and remedies generally; 11.1.4 (c) The execution and delivery of this Agreement, and the license granted pursuant to this Agreement (i) do not and will not conflict with or violate any requirement of Applicable Law existing as of the Effective Date; (ii) do not and will not 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 default under any contractual obligations of such Party or any of its Affiliates existing as of the Effective Date; (d) Neither such Party nor any of its Affiliates is under any obligation to any Person, contractual or otherwise, that is in violation of the terms of this Agreement or that would impede the fulfillment of such Party’s obligations hereunder; (e) Neither such Party nor any of its Affiliates is debarred or disqualified under any Applicable Laws; and (f) No governmental authorization, consent, approval except Marketing Authorization Approvalsof a third party, nor any license, registrationpermit, exemption of or filing or exemption therefrom registration with or notification to any court or other Governmental Authority is or will be necessary for, or in connection with, for the transaction contemplated by (i) valid execution and delivery of this Agreement by such Party; or any other agreement or instrument executed in connection therewith; and 11.1.5 Neither (ii) the consummation by such Party nor, to of the best of either Party’s knowledge, any of its employees has been debarred by the FDA (or similar action by the EMEA), or subject to an FDA debarment investigation or proceeding (or similar proceeding of EMEA) for any reasontransactions contemplated hereby.

Mutual Representations and Warranties. Vitae and BI each Each Party represents and warrants to the other Party that, as of the Effective Date: 11.1.1 Such Party (ia) it is a company duly organized, validly existing and in good standing under the Laws laws of the jurisdiction of its organization; organization or incorporation; (iib) it has the requisite corporate power to execute and authority deliver this Agreement and the legal right to conduct perform its business as now conducted obligations under this Agreement and hereafter contemplated to be conducted; and (iii) has or will obtain taken all necessary licensescorporate, permitscompany, consentspartnership, or approvals from or by, governmental and/or other actions to authorize such execution 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, delivery and performance of such obligations; (c) its execution and delivery of this Agreement by such Party (i) are within the corporate power and its performance of such Party; (ii) have been duly authorized by all necessary or proper corporate action; (iii) its obligations under this Agreement do not conflict with any provision of the organizational documents of such Party; (iv) 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 law applicable to it; with any provision of its charter or bylaws (or comparable constituent documents); with any indenture, mortgage, deed order or judgment 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 by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms; 11.1.4 No governmental authorization, consent, approval except Marketing Authorization Approvals, license, registration, filing or exemption therefrom with any court or other Governmental Authority is agency of government applicable to it or will be necessary forany 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 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, or in connection any impairment of its ability to perform its obligations under this Agreement; (e) all authorizations of and exemptions, actions or approvals by, and all notices to or filings with, any governmental authority that are required to have been obtained or made by it at the transaction contemplated by time this representation is made with respect to this Agreement have been obtained or made and are in full force and effect, and all conditions of any other agreement such authorizations, exemptions, actions or instrument executed approvals have been complied with; (0 the Party has knowledge of all laws and business practices that must be followed in connection therewith; and 11.1.5 Neither performing its obligations under this Agreement and the Party is in compliance with all such Party nor, laws and business practices except to the best of either extent that failure to comply therewith would not, in the aggregate, have a material adverse effect on the other Party’s knowledge, any of its employees has been debarred by the FDA (or similar action by the EMEA), or subject to an FDA debarment investigation or proceeding (or similar proceeding of EMEA) for any reason.;

Mutual Representations and Warranties. Vitae and BI each Each Party hereby represents and warrants to and in favour of, and covenants with, the other Party as of follows and acknowledges that the Effective Date: 11.1.1 Such other Party (i) is a company duly organizedrelying upon the following representations, validly existing warranties and covenants in good standing under the Laws of the jurisdiction of connection with its organization; (ii) has the requisite corporate power and authority and the legal right to conduct its business as now conducted and hereafter contemplated 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, execution delivery and performance of this Agreement by such and the consummation of the transactions contemplated hereunder: (a) the Party is a corporation validly formed and existing in good standing under the laws of its jurisdiction of formation; (ib) are within the corporate power Party has all necessary power, authority and capacity to enter into this Agreement and to perform its obligations under this Agreement. The execution delivery and performance of such Party; (ii) have 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 proper corporate action; 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 reasonably be expected to have a material adverse effect on the Party's ability to perform its obligations under this Agreement; (iii) do any Applicable Law or consent or approval issued by a Governmental Authority, except as would not conflict with any provision of reasonably be expected to have a material adverse effect on the organizational documents of such Party's ability to perform its obligations under this Agreement; or (iv) any term or provision of any order of any court applicable to the 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. (d) except as contemplated by Article 2 hereof, no consent or approval of any Governmental Authority or filing with or notice to any Governmental Authority, court or other Person is required in connection with the execution delivery or 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) 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 nothold and maintain in good standing all necessary licenses, 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 license, lease, permit, authorization or other approval would not have a material adverse effect on the Party; (f) 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 such its knowledge after due inquiry threatened against or affecting the 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 by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms; 11.1.4 No governmental authorization, consent, approval except Marketing Authorization Approvals, license, registration, filing or exemption therefrom with any court or other Governmental Authority is or will be necessary for, or in connection with, the transaction contemplated by this Agreement or any other agreement or instrument executed in connection therewith; and 11.1.5 Neither such Party nor, to the best of either Party’s knowledge, any of its employees has been debarred by the FDA (or similar action by the EMEA), or subject to an FDA debarment investigation or proceeding (or similar proceeding of EMEA) for any reason.

Mutual Representations and Warranties. Vitae and BI each Each Party represents and warrants to the other Party as of the Effective Date[***] that: 11.1.1 Such (a) such Party (i) is a company duly organized, validly existing and in good standing under the Laws laws of the jurisdiction of its organization; in which it is organized; (iib) such Party: (i) has the requisite corporate power and authority and the legal right to conduct enter into this Agreement and to perform its business as now conducted and hereafter contemplated to be conducted; obligations hereunder, and (iiiii) has or will obtain taken all necessary licenses, permits, consents, or approvals from or by, requisite action on its part to authorize the execution 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, delivery and performance of this Agreement by such Party (i) are within and the corporate power performance of such Party; (ii) have been duly authorized by all necessary or proper corporate action; (iii) do not conflict with any provision of the organizational documents of such Party; (iv) 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 boundits obligations hereunder; 11.1.3 This (c) this Agreement has been duly executed and delivered by on behalf of such Party and constitutes is a legal, valid and binding obligation of on such Party, enforceable against such Party in accordance with its terms; 11.1.4 No governmental authorization(d) all necessary consents, consent, approval except Marketing Authorization Approvals, license, registration, filing or exemption therefrom with any court or approvals and authorizations of all Governmental Authorities and other Governmental Authority is or will Persons required to be necessary for, or obtained by such Party in connection withwith the execution and delivery of this Agreement, the transaction 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 other agreement requirement of Applicable Laws, regulations or instrument executed 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 connection therewitha breach of any provision of the organizational documents of such Party; and 11.1.5 Neither (f) (i) [***], any employee, agent or subcontractor of such Party nor, involved or to be involved in the best Development of either Party’s knowledge, any of its employees the Licensed Products has been debarred under Subsection (a) or (b) of Section 306 of the Act (each, a “Debarred Person”); (ii) no Debarred Person [***] to have been debarred under Subsection (a) or (b) of Section 306 of the Act will be employed by such Party in the performance of any activities hereunder; and (iii) [***], no Debarred Person on any of the FDA clinical investigator enforcement lists (or similar action by including the EMEA)(1) Disqualified/Totally Restricted List, or subject to an FDA debarment investigation or proceeding (or similar proceeding 2) Restricted List and (3) Adequate Assurances List) will participate in the performance of EMEA) for any reasonactivities hereunder.

Mutual Representations and Warranties. Vitae and BI each Each Party hereby represents and warrants to the other Party, as of the Effective Date, that: 11.1.1 Such 8.1.1 such Party (i) is a company duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization; (ii) incorporation and has the requisite full corporate power and authority to enter into this Agreement and to carry out the provisions hereof; 8.1.2 execution of this Agreement and the legal right to conduct performance by such Party of its business as now conducted obligations hereunder have been duly authorized; 8.1.3 this Agreement has been duly executed and hereafter contemplated 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 delivered on behalf of such Party, required for and constitutes a legal, valid, binding obligation, enforceable against it in accordance with the terms hereof; 8.1.4 the performance of this AgreementAgreement by it does not create a material breach or default under any other agreement to which it is a party; 11.1.2 The 8.1.5 the execution, delivery and performance of this Agreement by such Party (i) are within the corporate power of such Party; (ii) have been duly authorized by all necessary or proper corporate action; (iii) do does not conflict with any provision 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 the organizational documents of any court, governmental body or administrative or other agency having jurisdiction over such Party; (iv) will not, *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect 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;omitted portions. 11.1.3 This Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms; 11.1.4 No governmental 8.1.6 no government authorization, consent, approval except Marketing Authorization Approvalsapproval, license, registration, exemption of or filing or exemption therefrom registration with any court or other Governmental Authority 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 transaction contemplated by this Agreement or any other agreement or instrument executed in connection therewithherewith, or for the performance by it of its obligations under this Agreement and such other agreements except as may be required to obtain clearance under the HSR Act; and 11.1.5 Neither 8.1.7 neither such Party norParty, to the best of either Party’s knowledge, nor any of its employees 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 crime for which an entity or person could be debarred by the FDA under 21 U.S.C. Section 335a or (b) has ever been under indictment for a crime for which a person or similar action by the EMEA), or subject to an FDA debarment investigation or proceeding (or similar proceeding of EMEA) for any reasonentity could be so debarred.

Mutual Representations and Warranties. Vitae and BI each Each party represents and warrants to the other (as of the Effective Date) as follows: 11.1.1 Such Party (ia) it is a company corporation duly organized, organized and validly existing and in good standing under the Laws laws of the jurisdiction state or country of its organization; incorporation; (iib) it has the requisite corporate complete and unrestricted power and authority and the legal right to conduct enter into this Agreement and to perform its business as now conducted and hereafter contemplated 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 Agreementobligations hereunder; 11.1.2 The execution, delivery and performance of (c) this Agreement by such Party (i) are within the corporate power of such Party; (ii) have been duly authorized by all necessary or proper corporate action; (iii) do not conflict with any provision of the organizational documents of such Party; (iv) 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 authorized, executed and delivered by such Party party and constitutes a legal, valid and binding obligation of such Party, party enforceable against such Party 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; 11.1.4 No (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 authorizationbody or administrative or other agency having authority over such party; without limiting the warranties in this Section, (e) all consents, consentapprovals 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, approval except Marketing Authorization Approvalsas a result of the transactions contemplated by this Agreement, licenseany right, registrationinterest or valid claim against or upon such party for any commission, filing fee or exemption therefrom 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. (g) it has not entered into any agreement with any Third Party that is in conflict with the rights granted to the other party pursuant to this Agreement; (h) there are no suits, claims, or proceedings pending, or to its best knowledge and belief, after due inquiry, threatened against it or any of its Affiliates in any court or other Governmental Authority is by or will be necessary for, before any governmental body or in connection with, the transaction contemplated by agency which would affect its ability to perform its obligations under this Agreement or any other agreement or instrument executed in connection therewith; and 11.1.5 Neither such Party nor, to the best of either Party’s knowledge, any of its employees has been debarred by the FDA (or similar action by the EMEA), or subject to an FDA debarment investigation or proceeding (or similar proceeding of EMEA) for any reasonAgreement.

Mutual Representations and Warranties. Vitae Without limiting the representations and BI warranties made by the Parties in any other Implementing Document, each Party represents and warrants to the other Party as of the Effective Datedate hereof: 11.1.1 Such Party (ia) it is a company duly organized, organized and validly existing and in good standing under the Laws laws of the jurisdiction of its organization; (ii) formation and has the requisite full corporate power and authority to execute, deliver and perform this Agreement and the legal right other Implementing Documents to conduct its business as now conducted and hereafter contemplated to be conducted; and (iii) has or will obtain all necessary licenses, permits, consents, or approvals from or bywhich it is a party, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, required for performance of to consummate the transactions contemplated by this AgreementAgreement and the other Implementing Documents to which it is a party; 11.1.2 The (b) the execution, delivery and performance of this Agreement by such Party (i) are within and the corporate power other Implementing Documents to which it is a party and the consummation of such Party; (ii) the transactions contemplated hereby and thereby have been duly authorized by all necessary or proper corporate action; action on its part; (iiic) do not conflict with any provision of this Agreement and the organizational documents of such Party; (iv) 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 Implementing Documents to which such Party it is a partyparty that have been executed and delivered on its behalf, or by which such Party is bound; 11.1.3 This Agreement has have been duly executed and delivered by such Party and constitutes a constitute its legal, valid valid, and binding obligation of such Party, obligations enforceable against such Party it in accordance with its termsthe terms of this Agreement and such other Implementing Documents, respectively; 11.1.4 No governmental authorization(d) the execution, consent, approval except Marketing Authorization Approvals, license, registration, filing or exemption therefrom with any court or delivery and performance of this Agreement and the other Governmental Authority Implementing Documents to which it is or will be necessary for, or in connection with, a party and the transaction 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 agreement agreements, instruments and documents executed and delivered or instrument to be executed and delivered by it in connection therewith; and 11.1.5 Neither such Party nor, to the best of either Party’s knowledge, any of its employees has been debarred by the FDA (or similar action by the EMEA), or subject to an FDA debarment investigation or proceeding (or similar proceeding of EMEA) for any reasonwith this Agreement.

Mutual Representations and Warranties. Vitae and BI each Each 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 of the Effective Datefollows: 11.1.1 Such Party (ia) it is a company duly organized, organized and validly existing and in good standing under the Laws applicable Law of the its jurisdiction of its organization; (ii) incorporation and it has the requisite full corporate power and authority and the legal right has taken all corporate action necessary to conduct its business as now conducted enter into and hereafter contemplated 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 perform this Agreement; 11.1.2 (b) this Agreement is a legal and valid obligation binding upon such Party and enforceable 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 has not been debarred or the subject of debarment proceedings by any Governmental Authority; (d) to its Knowledge, it and its Affiliates have not violated the U.S. Foreign Corrupt Practices Act, UK Bribery Act Foreign Corrupt, and any other Laws governing bribery, money laundering or other corrupt practice and behavior; (e) 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, authorizations or completed such registrations or made such notifications as may be necessary or required by applicable Law (including those required pursuant to the HSR Act); and (f) to its Knowledge, the execution, delivery and performance of this Agreement Agreement, and compliance with its terms and provisions, and the consummation of the transaction contemplated hereby, by such Party (i) are within the corporate power of such Party; (ii) have been duly authorized by all necessary or proper corporate action; (iii) do not conflict with any provision of the organizational documents of such Party; (iv) 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 conflict, interfere or conflict with be inconsistent with, result in any terms breach of or constitute a default under, any indenture, mortgage, deed of trust, lease, agreement or other instrument or understanding, oral or written, to which such Party it, or any of its Affiliates, is a party, party or by which such Party is bound; 11.1.3 This Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms; 11.1.4 No governmental authorization, consent, approval except Marketing Authorization Approvals, license, registration, filing or exemption therefrom with any court or other Governmental Authority is or will be necessary forit, or in connection with, the transaction contemplated by this Agreement or any other agreement or instrument executed in connection therewith; and 11.1.5 Neither such Party nor, to the best of either Party’s knowledge, any of its employees has been debarred Affiliates, is bound, nor to its knowledge violate any applicable Law; and it is, as between the Parties, solely responsible to ensure compliance by the FDA (or similar action by the EMEA), or subject to an FDA debarment investigation or proceeding (or similar proceeding of EMEA) for any reasonit and its Affiliates with all applicable Laws.

Mutual Representations and Warranties. Vitae and BI each Each Party represents and warrants to the other Party as of the Effective DateDate that: 11.1.1 Such 10.1.1 such Party (i) is a company duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization; (ii) incorporation and has the requisite full corporate power and authority to enter into this Agreement and to carry out the 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 the omitted portions. 10.1.2 execution of this Agreement and the legal right to conduct performance by such Party of its business as now conducted obligations hereunder have been duly authorized; 10.1.3 this Agreement has been duly executed and hereafter contemplated 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 delivered on behalf of such Party, required for and constitutes a legal, valid, binding obligation, enforceable against it in accordance with the terms hereof; 10.1.4 the performance of this AgreementAgreement by it does not create a breach or default under any other agreement to which it is a party; 11.1.2 The 10.1.5 the execution, delivery and performance of this Agreement by such Party (i) are within the corporate power of such Party; (ii) have been duly authorized by all necessary or proper corporate action; (iii) do does not conflict with any provision of the organizational documents of such Party; (iv) will notagreement, instrument or understanding, oral or written, 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 it is a party, party or by which such Party it is bound, nor violate any Law or regulation of any court, governmental body or administrative or other agency having jurisdiction over such Party; 11.1.3 This Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms; 11.1.4 No governmental 10.1.6 no government authorization, consent, approval except Marketing Authorization Approvalsapproval, license, registration, exemption of or filing or exemption therefrom registration with any court or other Governmental Authority 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 transaction contemplated by this Agreement or any other agreement or instrument executed in connection therewithherewith, 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 ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ clearance; and 11.1.5 Neither 10.1.7 to its knowledge, such Party nor, to the best of either Party’s knowledgehas not employed and has not used a contractor or consultant that has employed, any of its employees has been individual or entity debarred by the FDA (or subject to a similar action by sanction of other Regulatory Authorities in the EMEATerritory), or, to its knowledge, any individual who or entity which is the subject to of an FDA debarment investigation or proceeding (or similar proceeding of EMEA) for any reasonother Regulatory Authorities in the Territory), in the conduct of its activities prior to the Effective Date.

Mutual Representations and Warranties. Vitae and BI each Each Party represents and warrants to the other Party that as of the Effective DateDate of this Agreement: 11.1.1 Such Party (i) 8.1.1 It is a company duly organized, organized and validly existing and in good standing under the Laws laws of the its jurisdiction of its organization; (ii) incorporation or formation, and has the requisite full corporate or other power and authority to enter into this 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, and the legal right person or persons executing this Agreement on its behalf has been duly authorized to conduct do so by all requisite corporate action. 8.1.3 This Agreement is legally binding upon it and enforceable in accordance with its business as now conducted and hereafter contemplated 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 terms. The execution, delivery and performance of this Agreement by such Party (i) are within the corporate power of such Party; (ii) have been duly authorized by all necessary or proper corporate action; (iii) do it does not conflict with any provision 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. 8.1.4 It has not granted, and will not grant, during the Term, any right to any Third Party that 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 organizational documents United States Federal Food, Drug, and Cosmetic Act or any similar law in any foreign jurisdiction, or that is the subject of a conviction described in such Party; (iv) will notsection 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 is the subject of a conviction described in Section 306 or similar law in any foreign jurisdiction, or if any action, suit, claim, investigation or legal or administrative proceeding is pending or, to the best of such the notifying Party’s knowledge, violate any Laws is threatened, relating to the debarment or conviction of the notifying Party or any order person or decree of entity used in 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 capacity by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms; 11.1.4 No governmental authorization, consent, approval except Marketing Authorization Approvals, license, registration, filing or exemption therefrom with any court or other Governmental Authority is or will be necessary for, or in connection with, the transaction contemplated by this Agreement or any other agreement or instrument executed in connection therewith; and 11.1.5 Neither such Party nor, to the best of either Party’s knowledge, any of its employees has been debarred by Affiliates in connection with the FDA (or similar action by the EMEA), or subject to an FDA debarment investigation or proceeding (or similar proceeding performance of EMEA) for any reasonits obligations under this Agreement.

Mutual Representations and Warranties. Vitae Kadmon and BI AbbVie, each represents for itself and warrants its Affiliates, represent and warrant to the other Party as of the Effective Date: 11.1.1 Such a) 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 company 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 laws of the state or other jurisdiction of its organization; (ii) incorporation or formation and has full corporate or limited liability company, as the requisite corporate case may be, power and authority to enter into this Agreement and to carry out the provisions hereof; d) such Party is duly authorized, by all requisite corporate action, to execute and deliver this Agreement and the legal right to conduct its business as now conducted and hereafter contemplated 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, delivery and performance of this Agreement by such Party (i) are within does not require any shareholder action or approval, and the corporate power person executing this Agreement on behalf of such Party; (ii) have been duly authorized by all necessary or proper corporate action; (iii) do not conflict with any provision of the organizational documents of such Party; (iv) 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 partyduly 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 by which registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of such Party is bound;in connection with the valid execution, delivery and performance of this Agreement; and 11.1.3 This Agreement f) such Party has been duly executed not been, and delivered by no Person currently or formerly working for such Party and constitutes a legalinvolved in the development, valid and binding obligation manufacture or commercialization of such Partythe Product has been: i. debarred, enforceable against such Party in accordance with its terms; 11.1.4 No governmental authorization, consent, approval except Marketing Authorization Approvals, license, registration, filing disqualified or exemption therefrom with any court or other Governmental Authority is or will be necessary for, or in connection with, the transaction contemplated by this Agreement or any other agreement or instrument executed in connection therewith; and 11.1.5 Neither such Party nor, to the best of either Party’s knowledge, any of its employees has been debarred excluded by the FDA (or similar action by the EMEA), or subject to a similar sanction by any regulatory authority outside the Territory); ii. the subject of an FDA debarment 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 should become debarred, disqualified or excluded or the subject of EMEA) for any reasonan FDA debarment, disqualification or exclusion investigation or proceeding.

Mutual Representations and Warranties. Vitae Each Party hereby represents, warrants, and BI each represents and warrants covenants (as applicable) to the other Party as follows: (a) As of the Execution Date and the Effective Date: 11.1.1 Such Party (i) , is a company or corporation duly organized, validly existing existing, and in good standing under the Laws laws of the jurisdiction of its organization; (ii) in which it is incorporated, and has the requisite full corporate power and authority and the legal right to conduct own and operate its property and assets and to carry on its business as it is now being conducted and hereafter as contemplated in this Agreement, including the right to be conducted; grant the licenses granted by it hereunder; (b) As of the Execution Date and (iii) the Effective Date, it has or will obtain the full corporate power and authority and the legal right to enter into this Agreement and perform its obligations hereunder. It has taken all necessary licenses, permits, consents, or approvals from or by, corporate action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder. This Agreement has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over been duly executed and delivered on behalf of such Party, required for performance and constitutes a legal, valid, and binding obligation of this Agreementsuch Party that is enforceable against it in accordance with its terms; 11.1.2 The (c) As of the Execution Date and the Effective Date, the execution, delivery and performance of this Agreement by such Party (i) are within not prohibited or limited by, and shall not result in the corporate power breach of or a default under, any provision of the certificate or articles of incorporation or bylaws of such Party; (ii) have been duly authorized by all necessary or proper corporate actiondo 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 any provision the rights and licenses granted by it herein. As of the organizational documents 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; (ivd) will notIn 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, violate is the subject of debarment proceedings by a Regulatory Authority; (e) It has not, and will not, after the Execution Date and during the Term, grant any Laws right to any Third Party that would conflict with the rights granted to the other Party hereunder; and (f) Except for any filings that may be required to comply with the HSR Act or any order or decree of any court or Governmental Authority; with respect to Regulatory Authorities to perform the transactions contemplated hereby, it is not and (v) will not violate or conflict with be required to give any terms of notice to 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 by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms; 11.1.4 No governmental authorization, consent, approval except Marketing Authorization Approvals, license, registration, filing or exemption therefrom with any court or other Governmental Authority is or will be necessary for, or obtain any approval in connection with, with the transaction contemplated by execution and delivery of this Agreement or any other agreement the consummation or instrument executed in connection therewith; and 11.1.5 Neither such Party nor, to the best performance of either Party’s knowledge, any of its employees has been debarred by the FDA (or similar action by the EMEA), or subject to an FDA debarment investigation or proceeding (or similar proceeding of EMEA) for any reasontransactions contemplated hereby.

Mutual Representations and Warranties. Vitae and BI each Each Party represents and warrants to the other as of the Effective DateParty that: 11.1.1 Such Party (a) it is duly organized and validly existing under the laws of its jurisdiction of incorporation or formation, and has full corporate or other power and authority to enter into this Agreement and to carry out the provisions hereof; (b) it is duly authorized to execute and deliver this Agreement and to perform its obligations hereunder, and the person or persons executing this Agreement on its behalf have been duly authorized to do so by all requisite corporate or partnership action; [***] CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND SEPARATELY FILED WITH THE COMMISSION. (c) (i) this Agreement is a company duly organizedlegally binding upon it and enforceable in accordance with its terms, validly existing and in good standing under the Laws of the jurisdiction of its organization; (ii) has the requisite corporate power and authority and the legal right to conduct its business as now conducted and hereafter contemplated 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, delivery and performance of this Agreement by such Party (i) are within the corporate power of such Party; (ii) have been duly authorized by all necessary or proper corporate action; (iii) do it does not conflict with any provision agreement, instrument or understanding, oral or written, to which it is a party or by which it may be bound, or violate any material law or regulation of the organizational documents of such Party; any court, governmental body or administrative or other agency having jurisdiction over it; (ivd) will it has not, and will not during the Term, grant any right to any Third Party that would conflict with the rights granted to the best of such Party’s other Party hereunder; and (e) (i) to its actual knowledge, violate any Laws or any order or decree of any court or Governmental Authorityit has sufficient legal and/or beneficial title under its intellectual property rights necessary for the purposes contemplated under this Agreement and to grant the rights and licenses such Party purports to grant the other Party pursuant to this Agreement; and (vii) 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 by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms; 11.1.4 No governmental authorization, consent, approval except Marketing Authorization Approvals, license, registration, filing or exemption therefrom with any court or other Governmental Authority is or will be necessary for, or in connection with, the transaction contemplated by this Agreement or any other agreement or instrument executed in connection therewith; and 11.1.5 Neither such Party nor, to the best of either Party’s knowledge, any all of its employees has been debarred and consultants have executed agreements that require assignment to it of all inventions made during the course of and as a result of their association with it and that obligate such individual to maintain as confidential any information that is owned or Controlled by it, or that is Confidential Information provided by the FDA (or similar action by the EMEA), or subject to an FDA debarment investigation or proceeding (or similar proceeding of EMEA) for any reasonother Party.

Mutual Representations and Warranties. Vitae and BI each Each Party represents and warrants to the other Party, as of the Effective Date: 11.1.1 Such Party , that: (iA) it is a company corporation duly organized, validly existing and in good standing under the Laws laws of the its jurisdiction of its organizationformation; (iiB) it has the requisite full corporate power and authority to execute, deliver and perform this Agreement, and has taken all corporate action required by applicable law and its organizational documents to authorize the execution and delivery of this Agreement and the legal right to conduct consummation of the transactions contemplated by this Agreement; (C) this Agreement constitutes a valid and binding agreement enforceable against it in accordance with its business as now conducted terms; (D) all consents, approvals and hereafter contemplated authorizations from all Governmental Authorities or other Third Parties required to be conductedobtained by it in connection with this Agreement have been obtained; (E) the execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby, do not and shall not (iiix) conflict with or result in a breach of 21 any provision of its organizational documents, (y) result in a breach of any other agreement to which it is a party, or (z) violate any appliable law; (F) it has or and will obtain at all times during the Term comply with all applicable laws in all material respects, including obtaining all necessary licenses, permits, consentsand 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 Date and shall not during the Term (x) have been debarred under Article 306 of the FDCA, 21 U.S.C. § 335a(a) or (b), or approvals from any equivalent foreign or bylocal law, and has made rule or will make all necessary notices toregulation, all Governmental Authorities having jurisdiction over such Party, required for performance of this Agreement; 11.1.2 The execution, delivery and performance or (y) use or employ in any capacity related to the subject matter of this Agreement by such Party (i) are within the corporate power of such Party; (ii) have been duly authorized by all necessary or proper corporate action; (iii) do not conflict with activities hereunder any provision of the organizational documents of such Party; (iv) will notindividual, to the best of such Party’s knowledgecorporation, 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 partypartnership, or by association which such Party is bound; 11.1.3 This Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms; 11.1.4 No governmental authorization, consent, approval except Marketing Authorization Approvals, license, registration, filing or exemption therefrom with any court or other Governmental Authority is or will be necessary for, or in connection with, the transaction contemplated by this Agreement or any other agreement or instrument executed in connection therewith; and 11.1.5 Neither such Party nor, to the best of either Party’s knowledge, any of its employees has been debarred by under Article 306 of the FDA FDCA, 21 U.S.C. § 335a(a) or (or similar action by the EMEAb), or subject to an FDA debarment investigation any equivalent foreign or proceeding (local law, rule or similar proceeding of EMEA) for any reasonregulation.

Mutual Representations and Warranties. Vitae and BI each Each Party hereby represents and warrants to the other as of the Effective Datefollows: 11.1.1 Such Party (ia) It is a company corporation duly organized, validly existing and in good standing under the Laws laws of the jurisdiction of its organization; (ii) in which it is incorporated, and has the requisite full corporate power and authority and the legal right to conduct own and operate its property and assets and to carry on its business as it is now being conducted and hereafter as contemplated in this Agreement, including, without limitation, the right to be conducted; 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 or will obtain taken all necessary licenses, permits, consents, or approvals from or by, corporate action on its part required to authorize the execution 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, delivery and performance of this Agreement by such Party (i) are within and the corporate power performance of such Party; (ii) have been duly authorized by all necessary or proper corporate action; (iii) do not conflict with any provision of the organizational documents of such Party; its obligations hereunder, and (iv) 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 this Agreement has been duly executed and delivered by on behalf of such Party Party, and constitutes a legal, valid and binding obligation of such Party, Party that is enforceable against such Party it in accordance with its terms;. 11.1.4 No governmental authorization, consent, approval except Marketing Authorization Approvals, license, registration, filing or exemption therefrom (c) It has not entered into any agreement with any court or third party that is in conflict with the rights granted to the other Governmental Authority is or will be necessary forParty 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. (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 withwith the execution, the transaction contemplated by delivery and performance of this Agreement or any other agreement or instrument executed in connection therewith; andhave been obtained. 11.1.5 Neither such Party nor, to (f) To the best of either Party’s its knowledge, any of 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 employees has been debarred by duties under this Agreement in a timely manner in accordance with the FDA (or similar action by the EMEA), or subject to an FDA debarment investigation or proceeding (or similar proceeding of EMEA) for any reasonterms hereof.

Mutual Representations and Warranties. Vitae and BI each Each Party hereby represents and warrants to the other Party, as of the Effective Datefollows: 11.1.1 Such Party (ia) It is a company or corporation duly organized, validly existing existing, and in good standing under the Laws of the jurisdiction of its organization; in which it is incorporated; (iii) it has the requisite corporate power and authority and the legal right to conduct enter into this Agreement and perform its business as now conducted obligations hereunder; (ii) it has taken all necessary corporate action on its part required to authorize the execution and hereafter contemplated to be conducteddelivery of this Agreement and the performance of its obligations hereunder; 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, delivery and performance of this Agreement by such Party (i) are within the corporate power of such Party; (ii) have been duly authorized by all necessary or proper corporate action; (iii) do not conflict with any provision of the organizational documents of such Party; (iv) 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 by on behalf of such Party Party, and constitutes a legal, valid valid, and binding obligation of such Party, Party that is enforceable against such Party it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally; 11.1.4 (c) The execution and delivery of this Agreement, and the license granted pursuant to this Agreement (i) do not and will not conflict with or violate any requirement of Applicable Law existing as of the Effective Date; (ii) do not and will not 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 default under any contractual obligations of such Party or any of its Affiliates existing as of the Effective Date; (d) Neither such Party nor any of its Affiliates is under any obligation to any Person, contractual or otherwise, that is in violation of the terms of this Agreement or that would impede the fulfillment of such Party’s obligations hereunder; (e) Neither such Party nor any of its Affiliates is debarred or disqualified under any Applicable Laws; and (f) No governmental authorization, consent, approval except Marketing Authorization Approvalsof a third party, nor any license, registrationpermit, exemption of or filing or exemption therefrom registration with or notification to any court or other Governmental Authority is or will be necessary for, or in connection with, for the transaction contemplated by (i) valid execution and delivery of this Agreement by such Party; or any other agreement or instrument executed in connection therewith; and 11.1.5 Neither (ii) the consummation by such Party nor, to of the best of either Party’s knowledge, any of its employees has been debarred by the FDA (or similar action by the EMEA), or subject to an FDA debarment investigation or proceeding (or similar proceeding of EMEA) for any reasontransactions contemplated hereby.

Mutual Representations and Warranties. Vitae and BI each Each Party hereby represents and warrants to the other Party, (i) as of the Original Effective DateDate (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: 11.1.1 Such 8.1.1 such Party (i) is a company duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization; (ii) incorporation and has the requisite full corporate power and authority to enter into this Agreement and to carry out the provisions hereof; 8.1.2 execution of this Agreement and the legal right to conduct performance by such Party of its business as now conducted obligations hereunder have been duly authorized; 8.1.3 this Agreement has been duly executed and hereafter contemplated 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 delivered on behalf of such Party, required for and constitutes a legal, valid, binding obligation, enforceable against it in accordance with the terms hereof; 8.1.4 the performance of this AgreementAgreement by it does not create a material breach or default under any other agreement to which it is a party; 11.1.2 The 8.1.5 the execution, delivery and performance of this Agreement by such Party (i) are within the corporate power of such Party; (ii) have been duly authorized by all necessary or proper corporate action; (iii) do does not conflict with any provision of the organizational documents of such Party; (iv) will notagreement, instrument or understanding, oral or written, 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 it is a party, party or by which such Party it is bound, nor violate any Law or regulation of any court, governmental body or administrative or other agency having jurisdiction over such Party; 11.1.3 This Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms; 11.1.4 No governmental 8.1.6 no government authorization, consent, approval except Marketing Authorization Approvalsapproval, license, registration, exemption of or filing or exemption therefrom registration with any court or other Governmental Authority 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 transaction contemplated by this Agreement or any other agreement or instrument executed in connection therewithherewith, or for the performance by it of its obligations under this Agreement and such other agreements except as may be required to obtain clearance under the HSR Act; and 11.1.5 Neither 8.1.7 neither such Party norParty, to the best of either Party’s knowledge, nor any of its employees 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 crime for which an entity or person could be debarred by the FDA under 21 U.S.C. Section 335a or (b) has ever been under indictment for a crime for which a person or similar action by the EMEA), or subject to an FDA debarment investigation or proceeding (or similar proceeding of EMEA) for any reasonentity could be so debarred.

Mutual Representations and Warranties. Vitae and BI each Each Party hereby represents and warrants to the other Party, as of the Effective Date, as follows: 11.1.1 Such (a) such Party (i) is a company corporation duly organized, validly existing and in good standing under the Laws laws of the jurisdiction of its organization; (ii) has incorporation, is qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which the requisite corporate power and authority and the legal right to conduct of its business as now conducted or the ownership of its properties requires such qualification and hereafter contemplated failure to be conducted; and (iii) has or will obtain all necessary licenses, permits, consents, or approvals have such would prevent such Party 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 performing its obligations under this Agreement; 11.1.2 The (b) the execution, delivery and performance of this Agreement by such Party (i) are within the corporate power of such Party; (ii) have been duly authorized by all necessary or proper corporate action; , and this Agreement is a legal and valid obligation binding on such Party and enforceable in accordance with its terms and does not: (iiii) do not conflict with to such Party’s knowledge and belief, violate any provision law, rule, regulation, order, writ, judgment, decree, determination or award of the organizational documents of any court, governmental body or administrative or other agency having jurisdiction over such Party; nor (ivii) will notconflict with, to the best of such Party’s knowledgeor constitute a default under, violate any Laws agreement, instrument or any order understanding, oral or decree of any court or Governmental Authority; and (v) will not violate or conflict with any terms of any indenturewritten, mortgage, deed of trust, lease, agreement or other instrument to which such Party is a party, party or by which such Party it is bound; 11.1.3 This (c) such Party has obtained, or is not required to 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 has been duly executed and delivered the performance by such Party and constitutes a legalof its obligations under this Agreement, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms; 11.1.4 No governmental authorization, consent, approval except Marketing Authorization Approvals, license, registration, filing or exemption therefrom with any court or other Governmental Authority is or will be necessary for, or in connection with, as contemplated under the transaction contemplated by this Agreement or any other agreement or instrument executed in connection therewithRegulatory Plan; and 11.1.5 Neither (d) such Party norhas the right to grant the rights contemplated under this Agreement and has not, and will not during the Term, grant any right to any Third Party that would conflict with the rights granted to the best of either Party’s knowledge, any of its employees has been debarred by the FDA (or similar action by the EMEA), or subject to an FDA debarment investigation or proceeding (or similar proceeding of EMEA) for any reasonother Party hereunder.

Mutual Representations and Warranties. Vitae Each Party hereby represents, warrants and BI each represents and warrants covenants to the other as of the Effective DateParty that: 11.1.1 Such 10.1.1. such Party (i) is a company corporation or entity duly organized, validly existing and in good standing under the Laws laws of the jurisdiction country (or applicable subdivision thereof) of its organization; (ii) incorporation and has the requisite full corporate power and authority to enter into this Agreement and to carry out the provisions hereof; 10.1.2. such Party is duly authorized, by all requisite corporate action, to execute and deliver this Agreement and the legal right to conduct its business as now conducted and hereafter contemplated 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, 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; Portions of this Exhibit, indicated by the ▇▇▇▇ “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the 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) are within bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the corporate power 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) have been duly authorized by all necessary the provisions of its charter, bylaws or proper corporate action; other organizational documents, or (iii) do not conflict with any provision of the organizational documents of such Party; (iv) will notorder, to the best of such Party’s knowledgewrit, violate any Laws or any order injunction 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, 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 is bound; 11.1.3 This Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with to fulfill its terms; 11.1.4 No governmental authorization, consent, approval except Marketing Authorization Approvals, license, registration, filing or exemption therefrom with any court or other Governmental Authority is or will be necessary for, or in connection with, the transaction contemplated by this Agreement or any other agreement or instrument executed in connection therewithobligations hereunder; and 11.1.5 Neither 10.1.6. such Party norshall comply in all material respects with all laws, rules and regulations applicable to the best of either Party’s knowledge, any of its employees has been debarred by the FDA (or similar action by the EMEA), or subject to an FDA debarment investigation or proceeding (or similar proceeding of EMEA) for any reasonperformance under this Agreement.

Mutual Representations and Warranties. Vitae Each Party hereby represents, warrants and BI each represents and warrants covenants to the other as of the Effective DateParty that: 11.1.1 Such (a) such Party (i) is a company corporation or entity duly organized, validly existing and in good standing under the Laws of the jurisdiction laws of its organization; (ii) state of incorporation and has the requisite full corporate power and authority to enter into this Agreement and to carry out the provisions hereof; (b) such Party is duly authorized, by all requisite corporate action, to execute and deliver this Agreement and the legal right to conduct its business as now conducted and hereafter contemplated 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, delivery and performance of this Agreement 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) are within bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the corporate power enforcement of such Party; creditors' rights and (ii) have been duly authorized judicial discretion in the availability of agreeable relief; (e) the execution, delivery and performance by all necessary it of this Agreement and its compliance with the terms and provisions of this Agreement does not and will not (a) contravene or proper corporate action; (iii) do not 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 the organizational documents of such Party; (iv) 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, contract binding upon it or by which such Party is any of the Licensed Products or, in the case of EpiCept, the EpiCept Licensed Intellectual Property, are or may be bound; 11.1.3 This Agreement (f) it shall comply in all material respects with all laws, rules and regulations applicable to its performance under this Agreement; and (g) no broker, finder or similar agent has been duly executed and delivered employed by such Party and constitutes a legal, valid and binding obligation or on behalf of such Party, enforceable against and no Person with which such Party in accordance with its terms; 11.1.4 No governmental authorizationhas had any dealings or communications of any kind is entitled to any brokerage commission, consentfinder's fee or any similar compensation, approval except Marketing Authorization Approvals, license, registration, filing or exemption therefrom with any court or other Governmental Authority is or will be necessary for, or in connection with, the transaction contemplated by with this Agreement or any other agreement or instrument executed in connection therewith; and 11.1.5 Neither such Party nor, to the best of either Party’s knowledge, any of its employees has been debarred by the FDA (or similar action by the EMEA), or subject to an FDA debarment investigation or proceeding (or similar proceeding of EMEA) for any reasontransactions contemplated hereby.

Mutual Representations and Warranties. Vitae and BI each Each Party represents and warrants to the other as of the Effective DateParty that: 11.1.1 Such (a) such Party (i) is a company duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization; (ii) has the requisite full corporate power right, power, and authority to execute, deliver, and perform the Agreement and to consummate the transactions contemplated hereby and thereby and the legal right to conduct its business as now conducted and hereafter contemplated 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, delivery delivery, and performance of this the Agreement by such Party (i) are within and the corporate power consummation of such Party; (ii) the transactions contemplated hereby and thereby have been duly authorized by all necessary or proper corporate action; (iii) do not conflict with any provision of action on the organizational documents part of such Party; (iv) 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 (b) the Agreement has been duly executed and delivered by an authorized officer of such Party Party, and constitutes is a legal, valid valid, and binding obligation of such Party, Party enforceable against such Party 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; 11.1.4 No governmental authorization(c) such Party’s execution, consent, approval except Marketing Authorization Approvals, license, registration, filing delivery and performance of the Agreement shall not constitute a breach or exemption therefrom with default under any court contract or other Governmental Authority agreement to which such Party is a party or will be necessary for, by which it is bound or in connection with, otherwise violate the transaction contemplated by 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 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 agreement Party immediately in the event the Party is made aware that any Person carrying out any activity under the Agreement is debarred or instrument executed in connection therewithdisqualified or listed on an Exclusion List; and 11.1.5 Neither such Party nor(f) during the Pre-Closing Period, to it shall not use any Ineligible Person or a Person on an Exclusion List in connection with the best performance of either Party’s knowledge, any of its employees has been debarred by obligations or activities under the FDA (or similar action by the EMEA), or subject to an FDA debarment investigation or proceeding (or similar proceeding of EMEA) for any reasonAgreement.

Mutual Representations and Warranties. Vitae 2.1 Each of the Purchaser and BI each the Vendor represents and warrants to the other as of the Effective Datethat: 11.1.1 Such Party (ia) it is a company body corporate duly organizedformed, organized and validly existing subsisting and in good standing under the Laws of the jurisdiction laws of its organization; incorporating or governing jurisdiction; (iib) it has the requisite full right, corporate power and authority to carry on its business, execute and the legal right deliver this Agreement and any agreement or instrument referred to conduct its business as now conducted and hereafter or contemplated 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 by this Agreement; 11.1.2 The execution(c) this Agreement, delivery and performance of this Agreement by such Party (i) are within when delivered in accordance with the corporate power of such Party; (ii) have been duly authorized by all necessary or proper corporate action; (iii) do not conflict with any provision of the organizational documents of such Party; (iv) terms hereof, 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 constitute a party, or by which such Party is bound; 11.1.3 This Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party the entity in accordance with its terms, except: (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies; 11.1.4 No governmental authorization, consent, approval except Marketing Authorization Approvals, license, registration, filing or exemption therefrom (d) the consummation of this Agreement will not conflict with nor result in any court breach of any agreement or other Governmental Authority instrument whatsoever to which any Party hereto is a party or by which any Party is bound or to which any Party may be subject; (e) the execution and delivery of this Agreement and any agreements or documents contemplated hereby will be necessary fornot violate or result in the breach of the laws of any jurisdiction applicable or pertaining thereto or of its constating or charter documents, nor will such result in a breach of, or accelerate the performance required by any contract or other commitment to which it is a party or by which it is bound; and 2.2 The representations and warranties contained in connection withSection 2.1 are provided for the mutual benefit of the Parties, and a breach of any one or more representations or warranties may be waived by the transaction contemplated by this Agreement 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 agreement representation or instrument executed warranty, and the representations and warranties contained in connection therewith; and 11.1.5 Neither such Party nor, to Section 2.1 will survive the best Closing Date for a period of either Party’s knowledge, any of its employees has been debarred by the FDA two (or similar action by the EMEA), or subject to an FDA debarment investigation or proceeding (or similar proceeding of EMEA2) for any reasonyears.

Mutual Representations and Warranties. Vitae and BI each Each Party represents and warrants to each of the other as Parties, and BN represents on behalf of itself and each of the Effective DateSubsidiary Shareholders to each of the other Parties, as follows and acknowledges that the other Parties are relying on such representations and warranties in connection with entering into this Agreement and consummating the Arrangement: 11.1.1 Such Party (ia) it is a company duly organizedincorporated, amalgamated or continued and is validly existing and in good standing under the Laws of the jurisdiction laws of its organization; (ii) governing jurisdiction and has the requisite corporate power and authority to enter into this Agreement and, subject to obtaining the requisite approvals contemplated hereby, to perform its obligations hereunder; (b) it has all necessary corporate power and authority to execute and deliver this Agreement, the Plan of Arrangement and the legal right to conduct its business as now conducted other agreements and hereafter contemplated documents to be conducted; entered into by it in connection with the Arrangement, to perform its obligations hereunder and (iii) has thereunder and, subject to obtaining any required shareholder or will obtain all necessary licensesCourt approvals, permits, consents, or approvals from or by, to consummate the transactions contemplated hereunder and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, required for performance of this Agreementthereunder; 11.1.2 The execution, (c) the execution and delivery and performance of this Agreement by such Party it and the completion by it of the transactions contemplated herein do not and will not: (i) are within result in the corporate power of such Party; 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 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 have been duly authorized by all necessary or proper corporate actiona material adverse effect on it; or (iii) do not conflict with violate any provision provisions of any Law or any judicial or administrative award, judgement, order or decree applicable and known to it, the organizational documents violation of such Party; which would have a material adverse effect on it; (ivd) will notno dissolution, winding-up, bankruptcy, liquidation or similar proceeding has been commenced or is pending or, to the best of such Party’s knowledge, violate any Laws or any order or decree is proposed in respect of any court or Governmental Authority; and (v) will not violate or conflict with any terms it, except as contemplated by the Plan 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 boundArrangement; 11.1.3 This (e) the execution and delivery of this Agreement has and the completion of the transaction contemplated herein have been duly executed approved by its board of directors, and delivered by such Party and this Agreement constitutes a legal, valid and binding obligation of such Party, Party enforceable against such Party 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 11.1.4 No governmental authorization(f) other than the Interim Order, consentthe Final Order and the Exemption (if the BN Shareholder Approval is not obtained), approval except Marketing Authorization Approvalsno authorization of, license, registration, filing or exemption therefrom with any court or other action by or in respect of, or filing, recording, registering or publication with, any Governmental Authority is or will be necessary for, or on the part of the Parties for the consummation by the Parties of their obligations in connection with, with the transaction contemplated by Arrangement under this Agreement or any other agreement for the completion of the Arrangement, except for such authorizations and filings as would not, individually or instrument executed in connection therewith; and 11.1.5 Neither such Party northe aggregate, reasonably be expected to prevent or materially delay the best ability of either Party’s knowledge, any of its employees has been debarred by the FDA (or similar action by Parties to consummate the EMEA), or subject to an FDA debarment investigation or proceeding (or similar proceeding of EMEA) for any reasonArrangement.

Mutual Representations and Warranties. Vitae and BI each Each party represents and warrants to the other as of the Effective Dateparty that: 11.1.1 Such Party (ia) it is a company duly organized, validly existing and in good standing as a corporation or other entity as represented herein under the Laws laws and regulations of the its jurisdiction of incorporation, organization or chartering; (i) it has the full right, power and authority to enter into this Agreement and to perform its organization; obligations hereunder, and (ii) has the requisite corporate power and authority and the legal right to conduct its business as now conducted and hereafter contemplated 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, delivery and performance execution of this Agreement by such Party (i) are within a Representative whose signature is set forth at the corporate power of such Party; (ii) have end hereof has been duly authorized by all necessary or proper corporate action; (iii) do not conflict with any provision action of the organizational documents of such Party; (iv) 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 (c) when executed and delivered by such Party and constitutes a the party, this Agreement shall constitute the legal, valid and binding obligation of such Partythat party, enforceable against such Party that party in accordance with its terms; 11.1.4 No governmental authorization, consent, approval except Marketing Authorization Approvals(d) it is the sole and exclusive legal and beneficial owner and has sole and exclusive control (by ownership, license, registrationpermit or otherwise) of the entire right, filing title, and interest in and to its Background Property, and specifically are able to assign or exemption therefrom with any court contribute to the Joint Venture Project its Background Property without legal hindrance or other Governmental Authority is 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 granted and will not grant any licenses or permits or other contingent or non-contingent right, title or interest under or relating to the Background Property, or will not be necessary forunder any obligation, that does or in connection withwill conflict with or otherwise affect this Agreement, the transaction contemplated by 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 would interfere with its representations, warranties or obligations under this Agreement or any other agreement or instrument executed in connection therewithAgreement; and 11.1.5 Neither such Party nor(h) there neither are nor at any time during the Term will be any encumbrances, to the best of either Party’s knowledge, any of liens or security interests involving its employees has been debarred by the FDA (or similar action by the EMEA), or subject to an FDA debarment investigation or proceeding (or similar proceeding of EMEA) for any reasonBackground Intellectual Property.

Mutual Representations and Warranties. Vitae and BI each Each Party hereby represents and warrants to the other Party, as of the Effective Date, that: 11.1.1 Such (A) such Party (i) is a company duly organized, validly existing existing, and in good standing under the Laws Applicable Law of the jurisdiction of its organization; (ii) formation and has the requisite full corporate power and authority to enter into this Agreement and to carry out the provisions hereof; (B) such Party has taken all necessary corporate action on its part to authorize the execution and delivery of this Agreement and the legal right to conduct performance of its business as now conducted obligations hereunder; (C) this Agreement has been duly executed and hereafter contemplated to be conducted; delivered on behalf of such Party and (iii) has or will obtain all necessary licensesconstitutes a legal, permits, consents, or approvals from or byvalid, and has made or will make all necessary notices tobinding obligation, all Governmental Authorities having jurisdiction over such Partyenforceable against it in accordance with its terms, required for performance subject to applicable bankruptcy, insolvency, moratorium and other similar Applicable Laws affecting creditors’ rights generally and by general principles of this Agreementequity; 11.1.2 The (D) the execution, delivery delivery, and performance of this Agreement by such Party (i) are within the corporate power of such Party; (ii) have been duly authorized by all necessary or proper corporate action; (iii) do does not conflict with any provision of the organizational documents of such Party; (iv) 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 breach or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement or other any provision thereof, or any instrument or understanding, oral or written, to which such Party (or any of its Affiliates) is a party, 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); 11.1.3 This Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms; 11.1.4 No governmental (E) no government authorization, consent, approval except Marketing Authorization Approvalsapproval, license, registration, exemption of or filing or exemption therefrom registration with any court or other Governmental Authority governmental department, commission, board, bureau, agency, or instrumentality, domestic or foreign, under any Applicable Law currently in effect, is or will shall be necessary for, or in connection with, the transaction transactions contemplated by this Agreement Agreement, or any other agreement or instrument executed in connection therewithfor the performance by it of its obligations under this Agreement; and 11.1.5 Neither such (F) it has obtained all necessary authorizations, consents, and approvals of any Third Party northat is required to be obtained by it for, to or in connection with, the best of either Party’s knowledgetransactions contemplated by this Agreement, any or for the performance by it of its employees has been debarred by the FDA (or similar action by the EMEA), or subject to an FDA debarment investigation or proceeding (or similar proceeding of EMEA) for any reasonobligations under this Agreement.

Mutual Representations and Warranties. Vitae Each party represents, warrants and BI each represents and warrants covenants to the other as of the Effective Date: 11.1.1 Such Party party that: (ia) is a company duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization; (ii) such party has the requisite corporate full power and authority to enter into this Agreement and to perform its obligations hereunder, without the legal right to conduct its business as now conducted and hereafter contemplated to be conductedneed for any consents, approvals or immunities not yet obtained; and (iiib) 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 party’s execution of this Agreement; 11.1.2 The execution, delivery and performance of under this Agreement shall not breach any oral or written agreement with any third party or any obligation owed by such Party (i) are within the corporate power of such Party; (ii) have been duly authorized by all necessary party to any third party to keep any information or proper corporate action; (iii) do not conflict with any provision of the organizational documents of such Party; (iv) 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 by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party materials in accordance with its terms; 11.1.4 No governmental authorization, consent, approval except Marketing Authorization Approvals, license, registration, filing or exemption therefrom with any court or other Governmental Authority is or will be necessary for, confidence or in connection with, the transaction contemplated by this Agreement or any other agreement or instrument executed in connection therewith; and 11.1.5 Neither such Party nor, to the best of either Party’s knowledge, any of its employees has been debarred by the FDA 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 (or similar action by the EMEAAS WITH TECHNOLOGY GENERALLY), or subject to an FDA debarment investigation or proceeding MAY HAVE ERRORS (or similar proceeding of EMEAOR “BUGS”) for any reasonAND 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.

Mutual Representations and Warranties. Vitae Each Party represents, warrants and BI each represents and warrants covenants to the other Party, as of the Settlement Effective Date, that: 11.1.1 (a) Such Party (i) is a company corporation duly organized, validly existing existing, and in good standing under the Applicable Laws of the jurisdiction of its organization; incorporation and has full corporate power to own its properties and conduct the business presently being conducted by it, and is duly qualified to do business in, and is in good standing under, the laws of all states and nations in which its activities or assets require such status, except in any case where the failure to be so qualified and in good standing would not be material. (iib) Such Party has the requisite full corporate right, power and authority to perform its obligations pursuant to this Settlement Agreement, and the legal right to conduct its business as now conducted transactions contemplated hereby have been duly and hereafter contemplated to be conducted; and (iii) has or will obtain validly authorized by all necessary licensescorporate action on the part of such Party. This Settlement Agreement has been duly and validly executed by such Party. Upon execution and delivery of this Settlement Agreement, permits, consents, or approvals from or by, it will be the valid and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over binding obligation of such Party, required for performance of this Agreement;enforceable 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. 11.1.2 (c) The execution, delivery and performance of this Settlement Agreement by such Party (i) are within does not, and the corporate power of such Party; (ii) have been duly authorized by all necessary or proper corporate action; (iii) do not conflict with any provision consummation of the organizational documents of such Party; (iv) transactions herein contemplated will not, to violate any order, judgment or decree binding on such Party or its employees, or result in a breach of any term of the best certificate of incorporation or by-laws of such Party’s knowledge, violate any Laws Party 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, leasecontract, 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 by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms; 11.1.4 No governmental authorization, consent, approval except Marketing Authorization Approvals, license, registration, filing or exemption therefrom with any court or other Governmental Authority is or will be necessary for, or in connection with, the transaction contemplated by this Agreement or any other agreement or instrument executed in connection therewith; and 11.1.5 Neither such Party nor, to the best of either Party’s knowledge, 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 case to an extent not material to such Party's compliance with its obligations under this Settlement Agreement. (d) No portion of any claim, right, demand, action, or cause of action that such Party may have against the other Party has been debarred by the FDA (or similar action by the EMEA)assigned, transferred, or subject otherwise obtained by any Person not a party to an FDA debarment investigation or proceeding (or similar proceeding of EMEA) for this Settlement Agreement in any reasonmanner whatsoever.

Mutual Representations and Warranties. Vitae In addition to the representations and BI warranties made by a Party elsewhere in this Agreement, each Party hereby represents and warrants to the other as Parties that: (a) As of the Effective Date: 11.1.1 Such Party (i) , it is a company duly organized, organized and validly existing and in good standing under the Laws of the its jurisdiction of its organization; (ii) organization and it has the requisite full corporate power and authority and the legal right has taken all corporate action necessary to conduct its business as now conducted enter into and hereafter contemplated 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 perform this Agreement; 11.1.2 The (b) As of the Effective Date, this Agreement is a legal and valid obligation binding upon such Party and enforceable in accordance with its terms; the execution, delivery and performance of this the Agreement by such Party does not conflict with any agreement, instrument or understanding, oral or written, by which it is bound, nor to its knowledge as of the Effective Date violate any Law; and 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) To each Party’s knowledge, the execution and delivery of this Agreement, the performance of its obligations hereunder, as applicable, and the licenses and sublicenses to be granted pursuant to this Agreement (i) are within do not and will not conflict with or violate any requirement of applicable Law existing as of the corporate power 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; (ii) have been duly authorized by all necessary or proper corporate action; and (iii) do not and will not conflict with with, violate, breach or constitute a material default under any provision contractual obligations of such Party or any of its Affiliates existing as of the organizational documents Effective Date. (d) As of the Effective Date, none of such Party; ’s employees or consultants: (ivi) will notis debarred under Section 306(a) or 306(b) of the FD&C Act or by the analogous Laws of any Regulatory Authority; (ii) has, to the best of such Party’s knowledge, violate been charged with, or 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 or any order or decree of any court Regulatory Authority, or Governmental is proposed for exclusion, or the subject of exclusion or debarment proceedings by a Regulatory Authority; and [***] = Indicates confidential information omitted from the exhibit. (viii) will not violate is excluded, suspended or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement or other instrument to which such Party is a partydebarred from participation, or by which such Party is bound; 11.1.3 This Agreement otherwise ineligible to participate, in any Canadian, U.S. or non-U.S. health care programs (or has been duly executed and delivered by such Party and constitutes convicted of a legalcriminal offense that falls within the scope of 42 U.S.C. §1320a-7 but not yet excluded, valid and binding obligation of such Partydebarred, enforceable against such Party in accordance with its terms; 11.1.4 No governmental authorization, consent, approval except Marketing Authorization Approvals, license, registration, filing or exemption therefrom with any court or other Governmental Authority is or will be necessary forsuspended, or in connection with, the transaction contemplated by this Agreement or any other agreement or instrument executed in connection therewith; and 11.1.5 Neither such Party nor, to the best of either Party’s knowledge, any of its employees has been debarred by the FDA (or similar action by the EMEAotherwise declared ineligible), or subject excluded, suspended or debarred by a Regulatory Authority from participation, or otherwise ineligible to an FDA debarment investigation participate, in any procurement or proceeding (or similar proceeding of EMEA) for any reasonnon-procurement programs.

Mutual Representations and Warranties. Vitae HoldCo, on behalf of itself, Provider and BI each the Provider’s Subsidiaries, hereby represents and warrants to Recipient, and Recipient, on behalf of itself and the other as of the Effective DateRecipient Parties, hereby represents and warrants to Provider, that: 11.1.1 Such (a) The warranting Party (i) and each of its Subsidiaries is a company an entity duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization; (ii) has the , with all requisite corporate or other entity power and authority to own, operate and the legal right lease its properties and assets and to conduct carry on its business as now currently conducted, and is 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 hereafter contemplated requires such qualification, except for those jurisdictions where the failure to be conductedso qualified or to be in good standing, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on the warranting Party or any of its Subsidiaries; and and (iiib) The warranting Party has or will obtain all necessary licensespower and authority to make, permits, consents, or approvals from or byexecute and deliver this Agreement on behalf of itself and its Subsidiaries, and has made or will make all necessary notices toto perform, and to cause its Subsidiaries to perform, all Governmental Authorities having jurisdiction over such Partyof the obligations to be performed by it or its Subsidiaries hereunder. The making, required for performance of this Agreement; 11.1.2 The execution, delivery and performance by the warranting Party of this Agreement, and the performance of the Agreement by such Party (i) are within and the corporate power of such Party; (ii) have agreement so to perform, has been duly and validly authorized by all necessary or proper corporate action; (iii) do not conflict with any provision of action on the organizational documents part of such Party; (iv) will not, to the best of such Party’s knowledge, violate any Laws or any order or decree of any court or Governmental Authority; Party 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 its Subsidiaries. This Agreement has been duly and validly executed and delivered by such Party 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 PartyParty and its Subsidiaries, enforceable against such Party it and them in accordance with its terms; 11.1.4 No governmental authorization, consentexcept as the enforceability hereof may be limited by bankruptcy, approval except Marketing Authorization Approvalsinsolvency, license, registration, filing or exemption therefrom with any court moratorium or other Governmental Authority is similar Law, now or will hereafter in effect, relating to or affecting the rights of creditors generally and the availability of specific remedies may be necessary for, or in connection with, the transaction contemplated limited by this Agreement or any other agreement or instrument executed in connection therewith; and 11.1.5 Neither such Party nor, to the best legal and equitable principles of either Party’s knowledge, any of its employees has been debarred by the FDA (or similar action by the EMEA), or subject to an FDA debarment investigation or proceeding (or similar proceeding of EMEA) for any reasongeneral applicability.

Mutual Representations and Warranties. Vitae and BI each Each of the Parties hereby represents and warrants to the other Party as of the Effective Datefollows: 11.1.1 Such (a) such Party (i) is a company corporation duly organized, validly existing and in good standing under the Laws laws of the jurisdiction of its organization; state in which it is incorporated, (ii) has the requisite corporate power and authority and the legal right to conduct 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 conducted and hereafter contemplated to be being conducted; , and (iii) has 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 will obtain all necessary licenses, permits, consents, or approvals from or by, other condition of such Party and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over would not materially adversely affect such Party, required for performance of ’s ability to perform its obligations under this Agreement; 11.1.2 The (b) this Agreement is a legal and valid obligation binding upon such Party and enforceable in accordance with its terms, and the execution, delivery and performance of this the Agreement by such Party (i) are within the corporate power of such Party; (ii) have been duly authorized by all necessary or proper corporate action; (iii) do does not conflict with any provision 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 power and authority to enter into this Agreement and to carry out the obligations contemplated hereby; (c) it has taken all necessary corporate action on its part to authorize the execution and delivery of this Agreement; [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately. (d) the manufacture, use, importation, offer for sale or sale of its Product Line as contemplated hereunder does not infringe any Third Party’s intellectual property right; (e) the use of its trademarks, trade names or trade dress pursuant to the terms of this Agreement and the Marketing Plan does not and will not infringe the rights of any third party; (f) that with respect to all regulatory filings to obtain Regulatory Approvals, the data and 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 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 organizational documents submissions, and that the Regulatory Approvals shall be obtained without illegal or unethical behavior of such Party; any kind; (ivg) will notit has obtained, to the best of such Party’s knowledgeextent it is required to do so, 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 by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms; 11.1.4 No all necessary governmental authorization, consent, approval except Marketing Authorization Approvals, license, registration, filing or exemption therefrom with any court or other Governmental Authority is or will be necessary for, or approvals required in connection withwith the manufacture, sale and marketing of its Product Line in the transaction contemplated 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 other agreement or instrument executed 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 connection therewiththe Territory countries which have the authority to approve the sale of its Product Line for use in humans; and 11.1.5 Neither such Party nor(h) during the term of this Agreement or any extension thereof, to its Product Line shall be of merchantable quality, fit for the best purpose intended by this Agreement and free from defects in design, material and workmanship and manufactured and delivered in accordance with the terms of either Party’s knowledgethis Agreement, any of its employees has been debarred by the FDA all applicable present and future statutes, laws, and regulations, including without limitation, good manufacturing practices (or similar action by the EMEA“GMP”), QSRs and ISO 9000 requirements and that during the term of this Agreement or subject any extension thereof its Product Line will not be adulterated or misbranded at the time of delivery to an FDA debarment investigation or proceeding (or similar proceeding Third Parties within the meaning of EMEA) for any reasonthe FD&C Act.

Mutual Representations and Warranties. Vitae CTI, PolaRx and BI PharmaBio each represents and warrants solely with respect to itself to the other as of the Effective Date: 11.1.1 Such Party Date that: (ia) it is a company duly organized, validly existing existing, and in good standing under the Laws laws of the its jurisdiction of its organizationincorporation; (iib) has it is duly qualified as a corporation and in good standing in each jurisdiction where the requisite corporate power and authority and the legal right to conduct its business as now conducted and hereafter contemplated failure to be conducted; and (iii) so qualified or in good standing 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 could reasonably be expected to have a Material Adverse Effect; (c) the execution, delivery and performance of this Agreement by such Party (i) are it is within the its corporate power of such Party; (ii) have and has been duly authorized by all necessary action on its part; (d) the 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 articles of incorporation or proper corporate action; bylaws or any law or governmental rule or regulation applicable to it, (ii) conflict with, 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 creation or imposition of any lien upon any of its properties or assets (other than pursuant to the Transaction Documents), (in each case, except for such breaches, conflicts or defaults that do not conflict with any provision of have or are not reasonably likely to, individually or in the organizational documents of such Party; aggregate, have a Material Adverse Effect), or (iv) will not, require or be subject to the best of such Party’s knowledge, violate any Laws consent or any order or decree approval of any court Third Party or Governmental Authoritygovernmental 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 (ve) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement or other instrument each Transaction Document to which such Party it is a party, or by which such Party is bound; 11.1.3 This Agreement party has been duly executed and delivered by such Party and constitutes a legal, is the legally valid and binding obligation of such Partyobligation, enforceable against such Party it in accordance with its terms; 11.1.4 No governmental authorizationthe terms thereof, consentexcept as may be limited by bankruptcy, approval except Marketing Authorization Approvalsinsolvency, licensereorganization, registration, filing or exemption therefrom with any court or other Governmental Authority is or will be necessary for, or in connection with, the transaction contemplated by this Agreement or any other agreement or instrument executed in connection therewith; and 11.1.5 Neither such Party nor, to the best of either Party’s knowledge, any of its employees has been debarred by the FDA (moratorium or similar action laws relating to or limiting creditors’ rights generally or by the EMEAequitable principles (regardless of whether enforcement is sought in equity or at law), or subject to an FDA debarment investigation or proceeding (or similar proceeding of EMEA) for any reason.

Mutual Representations and Warranties. Vitae and BI each Each Party represents and warrants to each of the other Parties as of follows and acknowledges that the Effective Dateother Parties are relying on such representations and warranties in connection with entering into this Agreement and consummating the Arrangement: 11.1.1 Such Party (ia) it is a company duly organizedincorporated, amalgamated or continued and is validly existing and in good standing under the Laws of the jurisdiction laws of its organization; (ii) governing jurisdiction and has the requisite corporate power and authority and to enter into this Agreement and, subject to obtaining the legal right requisite approvals contemplated hereby, to conduct perform its business as now conducted and hereafter contemplated 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 Agreementobligations hereunder; 11.1.2 The execution(b) except as disclosed in the Circular or in writing to the other Parties, the execution and delivery and performance of this Agreement by such Party it and the completion by it of the transactions contemplated herein do not and will not: (i) are within result in the corporate power of such Party; 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 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 have been duly authorized by all necessary or proper corporate actiona material adverse effect on it; or (iii) do not conflict with violate any provision provisions of any Applicable Law or any judicial or administrative award, judgement, order or decree applicable and known to it, the organizational documents violation of such Party; which would have a material adverse effect on it; (ivc) will notno dissolution, winding-up, bankruptcy, liquidation or similar proceeding has been commenced or is pending or, to the best of such Party’s knowledge, violate any Laws or any order or decree is proposed in respect of any court or Governmental Authorityit, except as contemplated by the Plan of Arrangement; and (d) the execution and (v) will not violate or conflict with any terms delivery of any indenture, mortgage, deed this Agreement and the completion 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 the transaction contemplated herein have been duly executed approved by its board of directors, and delivered by such Party and this Agreement constitutes a legal, valid and binding obligation of such Party, Party enforceable against such Party it in accordance with its terms; 11.1.4 No governmental authorization, consent, approval except Marketing Authorization Approvals, license, registration, filing or exemption therefrom with any court or other Governmental Authority is or will be necessary for, or in connection with, the transaction contemplated by this Agreement or any other agreement or instrument executed in connection therewith; and 11.1.5 Neither such Party nor, to the best of either Party’s knowledge, any of its employees has been debarred by the FDA (or similar action by the EMEA), or subject to an FDA debarment investigation 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 proceeding (or similar proceeding of EMEA) for any reasonpenalties imposed by law.

Mutual Representations and Warranties. Vitae and BI each Each Party represents and warrants to the other Party that as of the Effective DateDate of this Agreement: 11.1.1 Such Party (i) 6.1.1 It is a company duly organized, organized and validly existing and in good standing under the Laws laws of the its jurisdiction of its organization; (ii) incorporation or formation, and has the requisite full corporate or other power and authority to enter into this 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, and the legal right person or persons executing this Agreement on its behalf has been duly authorized to conduct do so by all requisite corporate action. 6.1.3 This Agreement is legally binding upon it and enforceable in accordance with its business as now conducted and hereafter contemplated 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 terms. The execution, delivery and performance of this Agreement by such Party (i) are within the corporate power of such Party; (ii) have been duly authorized by all necessary or proper corporate action; (iii) do it does not conflict with any provision 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. 6.1.4 It has not granted, and will not grant, during the Term, any right to any Third Party that 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 organizational documents United States Federal Food, Drug, and Cosmetic Act or any similar law in any foreign jurisdiction, or that is the subject of a conviction described in such Party; (iv) will notsection 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 is the subject of a conviction described in Section 306 or similar law in any foreign jurisdiction, or if any action, suit, claim, investigation or legal or administrative proceeding is pending or, to the best of such the notifying Party’s knowledge, violate any Laws is threatened, relating to the debarment or conviction of the notifying Party or any order person or decree of entity used in 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 capacity by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms; 11.1.4 No governmental authorization, consent, approval except Marketing Authorization Approvals, license, registration, filing or exemption therefrom with any court or other Governmental Authority is or will be necessary for, or in connection with, the transaction contemplated by this Agreement or any other agreement or instrument executed in connection therewith; and 11.1.5 Neither such Party nor, to the best of either Party’s knowledge, any of its employees has been debarred by Affiliates in connection with the FDA (or similar action by the EMEA), or subject to an FDA debarment investigation or proceeding (or similar proceeding performance of EMEA) for any reasonits obligations under this Agreement.

Mutual Representations and Warranties. Vitae and BI each Each Party hereby represents and warrants to the other Party, as of the Effective Datefollows: 11.1.1 Such Party (ia) It is a company or corporation duly organized, validly existing existing, and in good standing under the Laws of the jurisdiction of its organization; in which it is incorporated; (iii) it has the requisite corporate power and authority and the legal right to conduct enter into this Agreement and perform its business as now conducted obligations hereunder; (ii) it has taken all necessary corporate action on its part required to authorize the execution and hereafter contemplated to be conducteddelivery of this Agreement and the performance of its obligations hereunder; 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, delivery and performance of this Agreement by such Party (i) are within the corporate power of such Party; (ii) have been duly authorized by all necessary or proper corporate action; (iii) do not conflict with any provision of the organizational documents of such Party; (iv) 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 by on behalf of such Party Party, and constitutes a legal, valid valid, and binding obligation of such Party, Party that is enforceable against such Party it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors' rights and remedies generally; 11.1.4 (c) The execution and delivery of this Agreement, and the license granted pursuant to this Agreement (i) do not and will not conflict with or violate any requirement of Applicable Law existing as of the Original Effective Date and/or the Amended and Restated Effective Date; (ii) do not and will not 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 default under any contractual obligations of such Party or any of its Affiliates existing as of the Original Effective Date and/or the Amended and Restated Effective Date; (d) Neither such Party nor any of its Affiliates is under any obligation to any Person, contractual or otherwise, that is in violation of the terms of this Agreement or that would impede the fulfillment of such Party’s obligations hereunder; (e) Neither such Party nor any of its Affiliates is debarred or disqualified under any Applicable Laws; and (f) No governmental authorization, consent, approval except Marketing Authorization Approvalsof a third party, nor any license, registrationpermit, exemption of or filing or exemption therefrom registration with or notification to any court or other Governmental Authority is or will be necessary for, or in connection with, for the transaction contemplated by (i) valid execution and delivery of this Agreement by such Party; or any other agreement or instrument executed in connection therewith; and 11.1.5 Neither (ii) the consummation by such Party nor, to of the best of either Party’s knowledge, any of its employees has been debarred by the FDA (or similar action by the EMEA), or subject to an FDA debarment investigation or proceeding (or similar proceeding of EMEA) for any reasontransactions contemplated hereby.

Mutual Representations and Warranties. Vitae and BI each Each Party 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 other as following representations, warranties and covenants in connection with its execution, delivery and performance of this Agreement and the consummation of the Effective Datetransactions contemplated hereunder: 11.1.1 Such (a) the Party (i) is a company duly organized, corporation validly formed and existing and in good standing under the Laws laws of the its jurisdiction of its organization; formation; (iib) the Party has the requisite corporate power and all necessary power, authority and the legal right capacity to conduct enter into this Agreement and to perform its business as now conducted and hereafter contemplated 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 obligations under this Agreement; 11.1.2 . The execution, delivery and performance of this Agreement by such Party (i) are within the corporate power of such Party; (ii) have 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 proper corporate actionlaw; (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 reasonably be expected to have a material adverse effect on the Party’s ability to perform its obligations under this Agreement; (iii) do any Applicable Law or consent or approval issued by a Governmental Entity, except as would not conflict with any provision of reasonably be expected to have a material adverse effect on the organizational documents of such Party’s ability to perform its obligations under this Agreement; or (iv) any term or provision of any order of any court applicable to the 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; (d) no consent or approval of any Governmental Entity, or filing with or notice to any Governmental Entity or other Person, is required in connection with the execution, delivery or 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) 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 nothold 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) 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 such its knowledge after due inquiry, threatened against or affecting the Party at law or in equity or before or by any Governmental Entity, domestic or foreign, that would materially adversely affect the 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 ability 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 by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with perform its terms; 11.1.4 No governmental authorization, consent, approval except Marketing Authorization Approvals, license, registration, filing or exemption therefrom with any court or other Governmental Authority is or will be necessary for, or in connection with, the transaction contemplated by obligations under this Agreement or any other agreement or instrument executed in connection therewithAgreement; and 11.1.5 Neither such (g) there are no Bankruptcy Proceedings pending or being contemplated by the Party noror, to the best of either its knowledge after due inquiry, threatened against or affecting the Party’s knowledge, any of its employees has been debarred by the FDA (or similar action by the EMEA), or subject to an FDA debarment investigation or proceeding (or similar proceeding of EMEA) for any reason.

Mutual Representations and Warranties. Vitae Company hereby makes the following representations and BI warranties to AMYRIS, and AMYRIS hereby makes the following representations and warranties to Company, in each represents and warrants to the other case as of the Effective Date: 11.1.1 Such Party (i) It is a company duly organized, validly existing and in good standing under the Laws laws of the jurisdiction of its organization; (ii) in which it is organized. It has the all requisite corporate power and authority to own its respective properties and the legal right to conduct carry on its respective business as now conducted as of the date of this Agreement and hereafter contemplated as proposed to be conducted; . It has the requisite power and authority to execute, deliver and perform its obligations under this Agreement. (ii) All corporate action on the part of it, its officers, directors and stockholders necessary for the authorization, execution and delivery of this Agreement, and the performance of all obligations hereunder, has been taken or shall be taken prior to the date of this Agreement, and this Agreement, when executed and delivered by it, shall constitute a valid and legally binding obligation of it, enforceable against it in accordance with its terms 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. (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, delivery and performance of this Agreement by such Party (iwith or without the giving of notice, the lapse of time or both) are within and the corporate power consummation of such the transactions contemplated hereby, (a) do not require the consent of any Third Party; (ii) have been duly authorized by all necessary or proper corporate action; (iiib) do not conflict with with, result in a breach of, or constitute a default under, its organizational documents or any other material contract or agreement to 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 the organizational documents of such Party; (iv) will not, to the best of such Party’s knowledge, violate any Laws applicable law or any order order, injunction, judgment or decree of any court Governmental Entity by which it may be bound, or Governmental Authority; require any regulatory filings or other actions to comply with the requirements of applicable law, except to the extent that either Party is required to 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. (iv) No insolvency proceedings of any character, 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 benefit of creditors or taken any action in contemplation of, or which would constitute the basis for, the institution of such insolvency proceedings. (v) will There is no action, suit, proceeding or investigation pending or threatened against it which questions the validity of this Agreement. It is not violate or conflict with any terms in violation of any indentureapplicable 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, 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 by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party it shall undertake its obligations hereunder in accordance in all material respects with its terms; 11.1.4 No governmental authorization, consent, approval except Marketing Authorization Approvals, license, registration, filing or exemption therefrom with any court or other Governmental Authority is or will be necessary for, or in connection with, the transaction contemplated by this Agreement or any other agreement or instrument executed in connection therewith; and 11.1.5 Neither such Party nor, to the best of either Party’s knowledge, any of its employees has been debarred by the FDA (or similar action by the EMEA), or subject to an FDA debarment investigation or proceeding (or similar proceeding of EMEA) for any reasonapplicable law.

Mutual Representations and Warranties. Vitae and BI each Each Party represents and warrants to the and in favour of each other as of the Effective DateParty that: 11.1.1 Such Party (ia) it is a company duly organizedincorporated, amalgamated or continued and is validly existing and in good standing under the Laws of the jurisdiction laws of its organization; (ii) governing jurisdiction and has the requisite corporate power and authority and to enter into this Agreement and, subject to obtaining the legal right requisite approvals contemplated hereby, to conduct perform its business as now conducted and hereafter contemplated 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 Agreementobligations hereunder; 11.1.2 The execution(b) except as disclosed in the Circular or in writing to the other Parties, the execution and delivery and performance of this Agreement by such Party 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) are within result in the corporate power of such Party; 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 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 have been duly authorized by all necessary or proper corporate actiona Material Adverse Effect on it; or (iii) do not conflict with violate any provision provisions of any Applicable Law or any judicial or administrative award, judgment, order or decree applicable and known to it, the organizational documents violation of such Party; which would have a Material Adverse Effect on it; (ivc) will notno dissolution, winding-up, bankruptcy, liquidation or similar proceeding has been commenced or is pending or, to the best of such Party’s knowledge, violate any Laws is proposed in respect of it, except as contemplated by the Plan of Arrangement, the Tax Rulings or any order or decree the Rulings Applications; and (d) the execution and delivery of any court or Governmental Authority; this Agreement and (v) will not violate or conflict with any terms the completion 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 the transactions contemplated herein and in the Tax Rulings and Rulings Applications have been duly executed approved by its board of directors, and delivered by such Party and this Agreement constitutes a legal, valid and binding obligation of such Party, Party enforceable against such Party it in accordance with its terms; 11.1.4 No governmental authorization, consent, approval except Marketing Authorization Approvals, license, registration, filing or exemption therefrom with any court or other Governmental Authority is or will be necessary for, or in connection with, the transaction contemplated by this Agreement or any other agreement or instrument executed in connection therewith; and 11.1.5 Neither such Party nor, to the best of either Party’s knowledge, any of its employees has been debarred by the FDA (or similar action by the EMEA), or subject to an FDA debarment investigation 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 proceeding (or similar proceeding of EMEA) for any reasonpenalties imposed by law.

Mutual Representations and Warranties. Vitae Theravance and BI GSK each represents and warrants to the other as of the Effective DateDate that: 11.1.1 Such Party (ia) is a company duly organized, validly existing existing, and in good standing under the Laws of its incorporation; (b) is duly qualified as a corporation and in good standing under the Laws of each jurisdiction where its ownership or lease of property or the conduct of its organizationbusiness requires such qualification, 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; (iic) has the requisite corporate power and authority and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; and (iiid) 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 extent required for performance the ownership and operation of this Agreementits business, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; and (e) is in compliance with its charter documents; 11.1.2 The execution, delivery and performance of this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder (ia) are within the corporate power of such Party; (iib) have been duly authorized by all necessary or proper corporate action; (iiic) do not conflict with any provision of the organizational charter documents of such Party; (ivd) will not, to the best of such Party’s 's knowledge, violate any Laws law or regulation or any order or decree of any court or Governmental Authorityof governmental instrumentality; and (ve) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement 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; 11.1.3 This Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms; 11.1.4 No governmental authorization, consent, approval except Marketing Authorization Approvals, license, registration, filing or exemption therefrom with any court or as such enforceability may be limited by applicable insolvency and other Governmental Authority is or will be necessary forLaws affecting creditors' rights generally, or in connection with, by the transaction contemplated by this Agreement or any other agreement or instrument executed in connection therewithavailability of equitable remedies; and 11.1.5 Neither 11.1.4 All of its employees, officers, and consultants have executed agreements or have existing obligations under law requiring assignment to such Party norof 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. 11.1.5 Nothing contained in this Agreement shall give a Party the best right to use the Confidential Information received from the other Party in connection with any activity other than Development and Commercialization of either Party’s knowledgea Pooled Compound or Collaboration Product consistent with this Agreement. 11.1.6 As soon as practicably possible after the Effective Date, any the Parties will each deliver to each other a schedule listing (i) in the case of its employees has been debarred by GSK, GSK Patents as of the FDA date of signature of this Agreement and (or similar action by ii) in the EMEA)case of Theravance, or subject to an FDA debarment investigation or proceeding (or similar proceeding Theravance Patents as of EMEA) for any reasonthe date of signature of this Agreement.

Mutual Representations and Warranties. Vitae and BI each Each party hereby represents and warrants to the other as of the Effective Datefollows: 11.1.1 Such Party (iA) is a company duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization; (ii) It has the requisite corporate power and authority to own its assets and the legal right to conduct carry on its business as now conducted and hereafter contemplated to be conducted; and (iii) has or will obtain all necessary licenses, permits, consents, or approvals from or byby this Agreement, and has made or will make all necessary notices toto enter into, all Governmental Authorities having jurisdiction over such Partyand perform in accordance with, required for performance the terms of this Agreement;. 11.1.2 The execution(B) It has, and its officers acting on its behalf have, the requisite corporate authority to engage in the transactions contemplated by this Agreement, and the execution and delivery of this Agreement, the consummation of the transactions herein contemplated and performance compliance with the terms, conditions and provisions of this Agreement by such Party (i) are within the corporate power of such Party; (ii) have been duly authorized by all necessary or proper corporate action; (iii) do not and will not violate, conflict with or result in a breach of any provision of the terms, conditions or provisions of applicable law, its organizational and governing documents of such Party; (iv) 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 it is a party, party or by which such Party it is bound;, or constitute a default thereunder; and it is not a party to or bound to any agreement or 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. 11.1.3 (C) This Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Partyparty, enforceable against such Party 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. 11.1.4 No governmental authorization(D) It has obtained all consents, consentapprovals, approval except Marketing Authorization Approvalslicenses, license, registration, filing exemptions or exemption therefrom with any court or other Governmental Authority is or will be necessary forauthorizations of, or filings or registrations with, any government or governmental body which are required in connection withwith the execution and delivery of this Agreement and the Performance of its obligations hereunder, the transaction contemplated by failure to obtain which could materially and adversely affect its ability to perform its obligations under this Agreement Agreement. (E) There is no pending action, 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 other agreement or instrument executed in connection therewith; of its properties, which if adversely determined would have a material adverse effect on its ability to perform its obligations hereunder, and 11.1.5 Neither such Party nor, to the best of either Party’s its knowledge, any of its employees no such action or proceeding has been debarred by the FDA (or similar action by the EMEA), or subject to an FDA debarment investigation or proceeding (or similar proceeding of EMEA) for any reasonthreatened.

Mutual Representations and Warranties. Vitae Arcus and BI WuXi each represents and warrants to the other as of the Effective Date: 11.1.1 7.1.1 Such Party (i) is a company duly organized, validly existing and in good standing under the Applicable Laws of the jurisdiction of its organization; and (ii) has the requisite corporate power and authority and the legal right to conduct its business as now conducted enter into this Agreement and hereafter contemplated 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 carry out the provisions of this Agreement; 11.1.2 7.1.2 The execution, delivery and performance of this Agreement by such Party Party, including, without limitation, in the case of WuXi, the license grant under Section 2.1 and the delivery by WuXi of any Licensed Technology to Arcus for use as contemplated under this Agreement, (i) are within the corporate power of such Party; (ii) have been duly authorized by all necessary or proper corporate action; (iii) do not conflict with any provision of the organizational documents of such Party; (ivii) will not, to the best of such Party’s knowledge, violate any Applicable Laws or including any order or decree of any court or Governmental Authority; and (viii) 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;bound or becomes bound during the Term; and 11.1.3 7.1.3 This Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms; 11.1.4 No governmental authorization. The execution, consent, approval except Marketing Authorization Approvals, license, registration, filing or exemption therefrom delivery and performance of this Agreement by it does not materially conflict with any court agreement, instrument or understanding, oral or written, to which it is a party or by which it is bound, nor violate any Applicable Law. 7.1.4 It has not granted, and shall not grant during the Term, any right to any Third Party which would materially conflict with the rights granted to the other Governmental Authority is or Party hereunder. It has, and covenants that it shall, maintain and keep in full force and effect all agreements necessary to perform its obligations hereunder. Each Party further covenants that it will be necessary forat all times comply with all Applicable Laws relating to the import and export of Licensed Products, or in connection withany materials or components related thereto, during the transaction contemplated by Term of this Agreement or any other agreement or instrument executed in connection therewith; and 11.1.5 Neither such Party nor, to the best of either Party’s knowledge, any of its employees has been debarred by the FDA (or similar action by the EMEA), or subject to an FDA debarment investigation or proceeding (or similar proceeding of EMEA) for any reasonAgreement.

Mutual Representations and Warranties. Vitae Each of IHM and BI each represents IHC hereby 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 other following representations and warranties, on their own behalf and on behalf of the applicable members of the Outdoor Group, to IHM and IHC, as of the Effective Datedate hereof and as of the Closing: 11.1.1 Such Party (ia) is a company duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization; (ii) such Person has the all requisite corporate power and authority to execute and deliver this Agreement and the legal right Ancillary Agreements to conduct its business as now conducted and hereafter contemplated to be conducted; and (iii) has which it is or will obtain all necessary licenses, permits, consents, or approvals from or by, be a party as of the Closing and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, required for performance of this Agreementto consummate the Transactions contemplated hereby and thereby; 11.1.2 The execution, (b) the execution and delivery and performance by such Person of this Agreement by such Party (i) are within and the corporate power Ancillary Agreements to which it is or will be a party as of such Party; (ii) the Closing and the consummation of the Transactions contemplated hereby and thereby have been duly authorized by all necessary or and proper corporate action; action on its part; (iiic) do not conflict with any provision of this Agreement and the organizational documents of such Party; (iv) 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 Ancillary Agreements to which such Party Person is or will be a party, or by which such Party is bound; 11.1.3 This Agreement party as of the Closing has been or will be duly and validly executed and delivered by such Party 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 PartyPerson, enforceable against such Party 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 11.1.4 No governmental authorization, consent, approval except Marketing Authorization Approvals, license, registration, filing or exemption therefrom with any court or other Governmental Authority (d) the execution and delivery by such Party of this Agreement and the Ancillary Agreements to which it is or will be necessary fora party as of the Closing and the consummation by such Party of the Transactions contemplated hereby and thereby do not and will not, as of the Closing conflict with any provision of its articles or in connection withcertificate of incorporation, the transaction contemplated by this Agreement or any other bylaws, certificate of formation, operating agreement or instrument executed in connection therewith; and 11.1.5 Neither such Party norother organizational documents, to the best of either Party’s knowledge, any of its employees has been debarred by the FDA (or similar action by the EMEA), or subject to an FDA debarment investigation or proceeding (or similar proceeding of EMEA) for any reasonas applicable.

Mutual Representations and Warranties. Vitae and BI each 10.1. Each Party represents and warrants to the other as of the Effective Date: 11.1.1 Such Party that: (i) it is a company duly organized, validly existing and corporate entity in good standing under the Laws of the in its jurisdiction of its organizationincorporation; (ii) it has the requisite corporate power and authority and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; and (iii) has or will obtain obtained all necessary approvals, rights, licenses, permitsconsents and authorizations (collectively, consents, or approvals from or bythe “Consents”) to enter into, and has made or will make to perform its obligations under, this Contract and each Order and copies of all necessary notices to, all Governmental Authorities having jurisdiction over such Party, required for performance of this Agreement; 11.1.2 The execution, delivery and performance of this Agreement by such Party (i) are within the corporate power of such Party; (ii) Consents have been duly authorized by all necessary or proper corporate actionprovided to the other Party; (iii) the Person executing this Contract and each Order on its behalf has and will have express authority to do not conflict with any provision of so and to bind the organizational documents of such Party; (iv) it is not under any current obligation or restriction, nor will notit assume any such obligation or restriction, to that does or could materially interfere with the best performance of such Party’s knowledge, violate any Laws or any order or decree of any court or Governmental Authorityits obligations under this Contract; and (v) will the execution, delivery, and performance of this Contract or any Order does not violate or conflict with any terms provision of any indentureby applicable Law, mortgagecharter, deed regulation, or any other governing authority of trustthe Party, lease, or any other agreement or other instrument to which such Party it is a party, in such a manner as to impede, materially delay, or by which such Party is bound; 11.1.3 This Agreement has been duly executed prevent the performance of its obligations under this Contract or any Order, and delivered by such Party its obligations under this Contract, and constitutes a legaleach Order, are valid and binding obligation obligations of that Party; (vi) no filing with or notice to any relevant governmental entity is required on the part 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, enforceable 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 insolvent within the meaning of applicable bankruptcy, insolvency or fraudulent conveyance Laws and no act or proceeding has been taken by or against such Party in accordance connection with its terms; 11.1.4 No governmental authorizationthe dissolution, consentliquidation, approval except Marketing Authorization Approvalswinding up, license, registration, filing bankruptcy or exemption therefrom with any court or other Governmental Authority is or will be necessary for, or in connection with, the transaction contemplated by this Agreement or any other agreement or instrument executed in connection therewith; and 11.1.5 Neither reorganization of such Party nor, to the best knowledge of either Party’s knowledge, such Party is any of its employees has been debarred by the FDA (or similar action by the EMEA), or subject to an FDA debarment investigation such act or proceeding (or similar proceeding of EMEA) for any reasonthreatened.

Mutual Representations and Warranties. Vitae Each Party hereby represents, warrants and BI each represents and warrants covenants to the other Party as of the Effective DateDate that: 11.1.1 Such 10.1.1 such Party (i) is a company corporation or entity duly organized, validly existing and in good standing under the Laws laws of the jurisdiction country (or applicable subdivision thereof) of its organization; (ii) incorporation and has the requisite full corporate power and authority to enter into this Agreement and to carry out the provisions hereof; 10.1.2 such Party is duly authorized, by all requisite corporate action, to execute and deliver this Agreement and the legal right to conduct its business as now conducted and hereafter contemplated 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, 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; 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) are within bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the corporate power 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) have been duly authorized by all necessary the provisions of its charter, bylaws or proper corporate action; other organizational documents, or (iii) do not conflict with any provision of the organizational documents of such Party; (iv) will notorder, to the best of such Party’s knowledgewrit, violate any Laws or any order injunction 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, 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 is bound; 11.1.3 This Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with to fulfill its terms; 11.1.4 No governmental authorization, consent, approval except Marketing Authorization Approvals, license, registration, filing or exemption therefrom with any court or other Governmental Authority is or will be necessary for, or in connection with, the transaction contemplated by this Agreement or any other agreement or instrument executed in connection therewithobligations hereunder; and 11.1.5 Neither 10.1.6 such Party norshall comply in all material respects with all laws, rules and regulations applicable to the best of either Party’s knowledge, any of its employees has been debarred by the FDA (or similar action by the EMEA), or subject to an FDA debarment investigation or proceeding (or similar proceeding of EMEA) for any reasonperformance under this Agreement.

Mutual Representations and Warranties. Vitae Each of the Parties, severally and BI each not jointly, represents and warrants to each other Party that the other following statements are true, correct, and complete as of the Effective Datedate 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: 11.1.1 Such Party (ia) it is a company duly organized, validly existing and in good standing under the Laws laws of the jurisdiction state of its organization; (ii) has the requisite corporate power and authority and the legal right to conduct its business as now conducted and hereafter contemplated 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, delivery and performance of this Agreement by such Party (i) are within the corporate power of such Party; (ii) have been duly authorized by all necessary or proper corporate action; (iii) do not conflict with any provision of the organizational documents of such Party; (iv) 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 by such Party and constitutes a legal, valid valid, and binding obligation of such Party, enforceable against such Party 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; 11.1.4 No governmental authorization(b) except as expressly provided in this Agreement or as may be required for disclosure by the SEC, consent, no material consent or approval except Marketing Authorization Approvals, license, registration, filing or exemption therefrom with any court or other Governmental Authority is or will be necessary forof, 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; (c) it has all requisite organizational power and authority to enter into this Agreement and to carry out the transactions contemplated by, and perform its obligations under, this Agreement and the Amended Plan; (d) the execution and delivery by it of this Agreement, and the performance of its obligations hereunder, have been duly authorized by all necessary organizational action on its part; (e) it has been represented by counsel in connection with, with this Agreement and the transaction transactions contemplated by this Agreement or any other agreement or instrument executed in connection therewithAgreement; and 11.1.5 Neither (f) the execution, delivery, and performance by such Party norof this Agreement does not and will not (i) violate any provision of law, rule, or regulation applicable to the best of either Party’s knowledge, it or any of its employees has been debarred by the FDA subsidiaries or its charter or bylaws (or other similar action by the EMEA)governing documents) or those of any of its subsidiaries, (ii) conflict with, result in a breach of, or subject constitute (with or without notice or lapse of time or both) a default under any material debt for borrowed money to an FDA debarment investigation which it or proceeding any of its subsidiaries is a party, or (iii) violate any order, writ, injunction, decree, statute, rule, or similar proceeding of EMEA) for any reasonregulation.

Mutual Representations and Warranties. Vitae and BI each Each Party hereby represents and warrants to the other Party as of the Effective Datefollows: 11.1.1 Such Party (ia) is a company duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization; (ii) has the requisite corporate power and authority and the legal right to conduct its business as now conducted and hereafter contemplated 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, delivery and performance of this Agreement by such Party (i) are within the corporate power of such Party; (ii) have has been duly authorized by all necessary or proper corporate action; (iii) do not conflict with any provision of action on the organizational documents part of such Party; . (ivb) 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 by such Party and assuming due authorization, execution and delivery by the other Party, constitutes a legal, valid and binding obligation of such Party, enforceable against 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. 11.1.4 No (c) Such Party’s execution, delivery and performance of this Agreement and 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 authorizationorder applicable to such Party or its assets, consentproperties or businesses, approval except Marketing Authorization Approvalsor (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, registrationpermit, filing or exemption therefrom with any court franchise or other Governmental Authority instrument or arrangement to which it is a party or will be necessary forby 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 in connection withthat could reasonably be expected to affect, the transaction contemplated by its ability to perform its obligations under this Agreement or any other agreement or instrument executed in connection therewith; and 11.1.5 Neither such Party nor, to the best of either Party’s knowledge, any of its employees has been debarred by the FDA (or similar action by the EMEA), or subject to an FDA debarment investigation or proceeding (or similar proceeding of EMEA) for any reasonAgreement.

Mutual Representations and Warranties. Vitae and BI each Each of the Parties hereby represents and warrants to the other warrants, as of the Effective DateDate to the other Party as follows: 11.1.1 Such Party (i) 12.1.1. It is a company duly organized, organized and validly existing and in good standing under the Laws Applicable Law of the its jurisdiction of its organization; (ii) incorporation and it has the requisite full corporate power and authority and the legal right has taken all corporate action necessary to conduct its business as now conducted enter into and hereafter contemplated 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 perform this Agreement; 11.1.2 12.1.2. This Agreement is a legal and valid obligation binding upon such Party and enforceable in accordance with its terms. The execution, delivery and performance of this Agreement the Agreement, and compliance with its terms and provisions, and the consummation of the transaction contemplated hereby, by such Party (i) are within the corporate power 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; (ii) ’s behalf have been duly authorized to do so by all necessary or proper requisite corporate action; (iii) do not conflict with any provision of the organizational documents of such Party; (iv) will not, to the best of such Party’s ; 12.1.3. To its knowledge, violate any Laws no government authorization, consent, approval, license, exemption of or any order filing or decree of registration with any court or Governmental Authority; and (v) will not violate Authority or conflict with any terms of any indentureunder Applicable Law, 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 by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms; 11.1.4 No governmental authorization, consent, approval except Marketing Authorization Approvals, license, registration, filing or exemption therefrom with any court or other Governmental Authority is or will be necessary for, or in connection with, the transaction contemplated by this Agreement or any other agreement or instrument executed in connection therewithconcurrently 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 11.1.5 Neither such 12.1.7. It has not granted any right to any Third Party norrelating to any intellectual property or proprietary right licensed, granted or assigned by it to the best of either Party’s knowledgeother Party hereunder that conflicts with the rights licensed, any of its employees has been debarred by granted or assigned to the FDA (or similar action by the EMEA), or subject to an FDA debarment investigation or proceeding (or similar proceeding of EMEA) for any reasonother Party hereunder.

Mutual Representations and Warranties. Vitae and BI each Each Party represents and warrants to the other Party as of the Effective DateDate that: 11.1.1 Such 8.1.1 such Party (i) is a company an entity duly organized, validly existing and in good standing under the Laws Applicable Law of the jurisdiction state or country (as applicable) of its organization; (ii) , 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 from performing its obligations under this Agreement, and has the requisite corporate full power and authority to enter into this Agreement and to carry out the provisions hereof; 8.1.2 such Party is duly authorized, by all requisite action, to execute and deliver this Agreement and the legal right to conduct its business as now conducted and hereafter contemplated 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, delivery and performance of this Agreement by such Party (i) are within does not require any shareholder action or approval, and the corporate power person executing this Agreement on behalf of such Party; (ii) have been duly authorized by all necessary or proper corporate action; (iii) do not conflict with any provision of the organizational documents of such Party; (iv) 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 partyduly authorized to do so by all requisite action; 8.1.3 no consent, approval, order or authorization of, or by which such Party registration, qualification, designation, declaration or filing with, any governmental authority or Regulatory Authority is bound; 11.1.3 This Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation required on the part of such Party, enforceable against such Party in accordance connection with its termsthe valid execution, delivery and performance of this Agreement by it; 11.1.4 No governmental authorization, consent, approval except Marketing Authorization Approvals, license, registration, filing or exemption therefrom with any court or other Governmental Authority is or will be necessary for, or in connection with, the transaction contemplated by this Agreement or any other agreement or instrument executed in connection therewith; and 11.1.5 Neither 8.1.4 such Party norhas not employed (and, to the best of either Party’s its knowledge, has not used a contractor or consultant that has employed) and in the future shall not employ (or, to its knowledge , use any of its employees has been contractor or consultant that employs; provided that, such Party may reasonably rely on a representation made by such contractor or consultant) any person debarred by the FDA (or subject to a similar action by the EMEAsanction of a foreign equivalent), or any person which is the subject to of an FDA debarment investigation or proceeding (or similar proceeding of EMEAa foreign equivalent), in the conduct of its activities under this Agreement; 8.1.5 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 (a) for 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 and provisions of this Agreement does not and shall not conflict with or result in a breach of any reasonof 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. Vitae and BI each Each Party hereby represents and warrants to the other Party as of the Effective DateDate that: 11.1.1 Such (a) such Party (i) is a company corporation or entity duly organized, validly existing and in good standing under the Laws laws of the jurisdiction of its organization; (ii) incorporation and has the requisite full corporate power and authority to execute and deliver this Agreement and to carry out the provisions hereof; (b) such Party is duly authorized, by all requisite corporate action, to execute and deliver this Agreement and to carry out the provisions hereof, and the legal right Person executing this Agreement on behalf of such Party is duly authorized to conduct its business do so by all requisite corporate action; (c) except as now conducted and hereafter contemplated to be conducted; and (iii) has set forth in the License Agreement, no consent, approval, order or will obtain all necessary licenses, permits, consentsauthorization of, or approvals from registration, qualification, designation, declaration or byfiling with, and has made any federal, state or will make all necessary notices to, all Governmental Authorities having jurisdiction over local governmental authority is required on the part of such Party, required for performance of this Agreement; 11.1.2 The Party in connection with the valid execution, delivery and performance of this Agreement by such Party (i) are within Agreement, except where the corporate power of such Party; (ii) have been duly authorized by all necessary or proper corporate action; (iii) do not conflict with failure to obtain any provision of the organizational documents of such Party; (iv) will foregoing could not, individually or in the aggregate, reasonably be expected to the best of materially adversely affect such Party’s knowledge, violate any Laws ability to consummate the transactions contemplated herein or any order or decree of any court or Governmental Authorityperform its obligations hereunder; *Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (vd) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement or other instrument to which such Party this Agreement is a party, or by which such Party is bound; 11.1.3 This Agreement has been duly executed legal and delivered by valid obligation binding upon such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms;, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws; and 11.1.4 No governmental authorization(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, 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 except Marketing Authorization Approvalsor action of, licensemake any filing with or give any notice to any Person as a result or under the terms of, registrationany contract, filing instrument or exemption therefrom with any court license to which it is a party or other Governmental Authority is or will be necessary for, or in connection with, the transaction contemplated by this Agreement or any other agreement or instrument executed in connection therewith; and 11.1.5 Neither such Party nor, to the best of either Party’s knowledge, which any of its employees has been debarred by assets and properties is bound; except, in the FDA case of (or similar action by the EMEAi), (ii) and (iii) above, which could not, individually or subject in the aggregate, reasonably be expected to an FDA debarment investigation materially adversely affect its ability to consummate the transactions contemplated herein or proceeding (or similar proceeding of EMEA) for any reasonperform its obligations hereunder.

Mutual Representations and Warranties. Vitae The Advisor and BI the Sub-Advisor each hereby represents and warrants to to, and agrees with, the other as of the Effective Datefollows: 11.1.1 (A) Such Party (i) is a company duly organized, formed and validly existing and in good standing under the Laws laws of the jurisdiction of its organization; ; (iiB) Such Party has the requisite corporate full power and authority to enter into this Amended Agreement and the legal right to conduct its business as now conducted to the extent contemplated in this Amended Agreement; (C) This Amended Agreement has been duly authorized, executed and hereafter contemplated to be conducted; delivered by such Party and, assuming due authorization, execution and (iii) has or will obtain all necessary licensesdelivery by the other Party, permits, consents, or approvals from or by, constitutes the valid and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over legally binding agreement of such Party, required for performance 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 Agreement; 11.1.2 The execution, delivery and performance of this Amended Agreement by such Party (i) are within and the corporate power performance of such Party; (ii) have been duly authorized by all necessary or proper corporate action; (iii) its duties and obligations hereunder do not conflict with result in a breach of any provision of the organizational documents of such Party; (iv) will notterms, to the best of such Party’s knowledgeconditions or provisions of, 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 constitute a default under, any indenture, mortgage, deed of trust, leasecredit agreement, agreement note or other instrument evidence of indebtedness, or any lease or other agreement, or any license, permit, franchise or certificate to which such Party is a partyparty 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; (E) Such Party is not aware of any facts pertaining to such Party or its Affiliates that would 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 the obligations of the Company under any agreement to which any of them is a party; (F) To the knowledge of such Party, no consent, approval or authorization of, or filing, registration or qualification with, any court or governmental authority on the part of such Party is required for the execution and delivery of this Amended Agreement by such Party and the performance of its obligations and duties hereunder and such execution, delivery and performance shall not violate any other agreement to which such Party is bound; 11.1.3 This Agreement has been duly executed (G) 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 other Party now and delivered by in the future shall be, and in the past have been, engaged in businesses which are competitive with that of the Company. Each of the Parties hereby acknowledges and 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 constitutes a legalthe Amended Advisory Agreement, valid as the case may be, and binding obligation such controlling persons are expected to spend substantial amounts of such Party, enforceable against such Party in accordance with its termstheir time on activities that are unrelated to the Company; 11.1.4 No governmental authorization, consent, approval except Marketing Authorization Approvals, license, registration, filing or exemption therefrom (I) 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 granted to any third party rights that would be inconsistent with any court or the rights granted to the other Governmental Authority is or will be necessary for, or in connection with, the transaction Party 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 or any other agreement or instrument executed in connection therewithand the Amended Advisory Agreement; and 11.1.5 Neither such Party nor, to the best of either Party’s knowledge, any (L) None of its employees principals has been debarred by the FDA convicted of any felony, or convicted of any misdemeanor involving moral turpitude (or similar action by the EMEAincluding fraud), or subject to an FDA debarment investigation entered a plea of nolo contendere in connection with any felony or proceeding (or similar proceeding of EMEA) for any reasonsuch misdemeanor.

Mutual Representations and Warranties. Vitae Tarsus and BI Lian each represents and warrants to the other as of the Effective Date: 11.1.1 12.1.1 Such Party Party: (ia) is a company duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization; and (iib) has the requisite corporate power and authority and the legal right to conduct its business as now conducted and hereafter contemplated 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 12.1.2 The execution, delivery and performance of this Agreement by such Party Party: (ia) are within the corporate power of such Party; (iib) have been duly authorized by all necessary or proper corporate action; (iiic) do not conflict with any provision of the organizational documents of such Party; (ivd) 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 (ve) 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 12.1.3 This Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms; 11.1.4 12.1.4 No governmental authorization, consent, approval (except Marketing Authorization Regulatory Approvals), license, registration, filing or exemption therefrom with any court or other Governmental Authority is or will be necessary for, or in connection with, the performance of the transaction contemplated by this Agreement or any other agreement or instrument executed in connection therewith; and; 11.1.5 12.1.5 Neither such Party nor, to the best of either Party’s knowledge, any of its employees has been debarred by the FDA (or similar action by the EMEAany other Regulatory Authority), or subject to an FDA debarment investigation or proceeding (or similar investigation or proceeding of EMEAby any other Regulatory Authority) for any reason.

Mutual Representations and Warranties. Vitae and BI each Each Party hereby represents and warrants to the other Party as of the Effective DateDate that: 11.1.1 Such (a) such Party (i) is a company corporation or entity duly organized, validly existing and in good standing under the Laws laws of the jurisdiction of its organization; (ii) incorporation and has the requisite full corporate power and authority to execute and deliver this Agreement and the legal right Trademark License Agreement and to conduct its business as now conducted carry out the provisions hereof and hereafter contemplated thereof; (b) such Party is duly authorized, by all requisite corporate action, to be conducted; execute and deliver this Agreement and the Trademark License Agreement and to carry out the provisions hereof and thereof, and the Person executing this Agreement and the Trademark License Agreement on behalf of such Party is duly authorized to do so by all requisite corporate action; (iiic) has no consent, approval, order or will obtain all necessary licenses, permits, consentsauthorization of, or approvals from registration, qualification, designation, declaration or byfiling with, and has made any federal, state or will make all necessary notices to, all Governmental Authorities having jurisdiction over local governmental authority is required on the part of such Party, required for performance of this Agreement; 11.1.2 The Party in connection with the valid execution, delivery and performance of this Agreement by 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; (d) this Agreement and the Trademark License Agreement are legal and valid obligations binding upon such Party and 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 and provisions of this Agreement and the Trademark License Agreement does not and will not (i) are within 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 power of such Partycharter documents); (ii) have been duly authorized by all necessary conflict with or proper corporate actionresult in a violation or breach of any term or provision of any law or order applicable to it; or (iii) do not (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 provision 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 organizational documents of such Party; (iv) will notInSite Intellectual Property under, to the best of such Party’s knowledgeany contract, violate any Laws instrument 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 license to which such Party it is a party, party or by which such Party is bound; 11.1.3 This Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms; 11.1.4 No governmental authorization, consent, approval except Marketing Authorization Approvals, license, registration, filing or exemption therefrom with any court or other Governmental Authority is or will be necessary for, or in connection with, the transaction contemplated by this Agreement or any other agreement or instrument executed in connection therewith; and 11.1.5 Neither such Party nor, to the best of either Party’s knowledge, any of its employees has been debarred by assets and properties is bound; except, in the FDA case of (or similar action by the EMEAi), (ii) and (iii) above, which could not, individually or subject in the aggregate, reasonably be expected to an FDA debarment investigation materially adversely affect its ability to consummate the transactions contemplated herein or proceeding perform its obligations hereunder, and except, in the case of (or similar proceeding iii)(A), (B) and (D) above, with respect to (x) that certain Amended and Restated Security Agreement, dated as of EMEADecember 30, 2005, by and between InSite and The Bank of New York (the “Security Agreement”) for any reasonand (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. Vitae and BI each Each Party hereby represents and warrants to the other Party as of the Effective DateDate that: 11.1.1 Such (a) such Party (i) is a company corporation or entity duly organized, validly existing and in good standing under the Laws laws of the jurisdiction of its organization; (ii) incorporation and has the requisite full corporate power and authority to execute and deliver this Agreement and to carry out the provisions hereof and thereof; (b) such Party is duly authorized, by all requisite corporate action, to execute and deliver this Agreement and to carry out the provisions hereof and thereof, and the legal right Person executing this Agreement on behalf of such Party is duly authorized to conduct its business as now conducted and hereafter contemplated to be conducted; and do so by all requisite corporate action; (iiic) has no consent, approval, order or will obtain all necessary licenses, permits, consentsauthorization of, or approvals from registration, qualification, designation, declaration or byfiling with, and has made any federal, state or will make all necessary notices to, all Governmental Authorities having jurisdiction over local governmental authority is required on the part of such Party, required for performance of this Agreement; 11.1.2 The Party in connection with the valid execution, delivery and performance of this 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; (d) this Agreement by is a legal and valid obligation binding upon such Party and 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 and provisions of this Agreement does not and will not (i) are within 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 power of such Partycharter documents); (ii) have been duly authorized by all necessary conflict with or proper corporate actionresult in a violation or breach of any term or provision of any law or order applicable to it; or (iii) do not (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 provision of consent, approval or action of, make any filing with or give any notice to any Person as a result or under the organizational documents of such Party; (iv) will notterms of, to the best of such Party’s knowledgeany note, 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 indenturebond, mortgage, deed of trustindenture, leaselicense, agreement or other instrument or obligation to which such Party or any of its Affiliates is a party, party or by which such Party is bound; 11.1.3 This Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms; 11.1.4 No governmental authorization, consent, approval except Marketing Authorization Approvals, license, registration, filing or exemption therefrom with any court or other Governmental Authority is or will be necessary for, or in connection with, the transaction contemplated by this Agreement or any other agreement or instrument executed in connection therewith; and 11.1.5 Neither such Party nor, to the best of either Party’s knowledge, any of its employees has been debarred by Affiliates or any of their respective properties or assets may be bound; except, in the FDA case of (or similar action by the EMEAi), (ii) and (iii) above, which could not, individually or subject in the aggregate, reasonably be expected to an FDA debarment investigation materially adversely affect its ability to consummate the transactions contemplated herein or proceeding (or similar proceeding of EMEA) for any reasonperform its obligations hereunder.

Mutual Representations and Warranties. Vitae and BI each Each of the Parties hereby represents and warrants warrants, as of the Execution Date and the Effective Date to the other Party as of the Effective Datefollows: 11.1.1 Such Party (i) 12.1.1 it is a company duly organized, organized and validly existing and in good standing under the Laws Applicable Law of the its jurisdiction of its organization; (ii) incorporation and it has the requisite full corporate power and authority and the legal right has taken all corporate action necessary to conduct its business as now conducted enter into and hereafter contemplated perform this Agreement (and, with respect to be conducted; and (iii) has or will obtain BeiGene, BeiGene shall have obtained all necessary licenses, permits, consents, approvals to execute and perform this Agreement on 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 Agreementbefore the Effective Date); 11.1.2 12.1.2 this Agreement is a legal and valid obligation binding upon such Party and enforceable in accordance with its terms. The execution, delivery and performance of this Agreement Agreement, and compliance with its terms and provisions, and the consummation of the transaction contemplated hereby, by such Party (i) are within the corporate power 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; (ii) ’s behalf have been duly authorized to do so by all necessary or proper requisite corporate action; (iii) do not conflict with any provision of the organizational documents of such Party; (iv) 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 by such Party and constitutes a legal12.1.3 neither it nor any of its directors, valid and binding obligation of such Partyofficers, enforceable against such Party in accordance with its terms; 11.1.4 No governmental authorization, consent, approval except Marketing Authorization Approvals, license, registration, filing or exemption therefrom with any court or other Governmental Authority is or will be necessary for, or in connection with, the transaction contemplated by this Agreement or any other agreement or instrument executed in connection therewith; and 11.1.5 Neither such Party nor, to the best of either Party’s knowledge, nor any of its employees has been debarred debarred, excluded or the subject of debarment or exclusion proceedings by any Governmental Authority; 12.1.4 neither it, nor its officers or directors are Sanctioned Persons; 12.1.5 it has not granted any right to any Third Party relating to any intellectual property or proprietary right licensed, granted or assigned by it to the FDA other Party hereunder that conflicts with the rights licensed, granted or assigned to the other Party 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 Section 12.1.5 shall not apply to matters publicly disclosed by Amgen or similar action by its Affiliates in filings with the EMEAU.S. Securities and Exchange Commission); and 12.1.7 it has established and maintains reasonable internal policies and controls, or subject including codes of conduct and ethics and reasonable reporting requirements, intended to an FDA debarment investigation or proceeding (or similar proceeding of EMEA) for any reasonensure compliance with Anti-Corruption Laws, International Trade Laws, and other Applicable Law, to the extent applicable to such Party, including healthcare compliance, privacy laws and data protection laws.

Mutual Representations and Warranties. Vitae and BI each Each Party hereby represents and warrants to the other Party as of the Effective Datefollows: 11.1.1 2.1.1. Such Party (i) is a company corporation duly organized, validly existing and in good standing under the Laws laws of the jurisdiction of its organization; state, province or country in which it is incorporated. 2.1.2. Such Party (iia) has the requisite corporate power and authority and the legal right to conduct enter into this Agreement and to perform its business as now conducted and hereafter contemplated to be conducted; obligations hereunder, and (iiib) has or will obtain taken all necessary licenses, permits, consents, or approvals from or by, corporate action on its part to authorize the execution 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, delivery and performance of this Agreement by such Party (i) are within and the corporate power performance of such Party; (ii) have been duly authorized by all necessary or proper corporate action; (iii) do not conflict with any provision of the organizational documents of such Party; (iv) 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 its obligations hereunder. This Agreement has been duly executed and delivered by on behalf of such Party Party, and constitutes a legal, valid and valid, binding obligation of such Partyobligation, enforceable against such Party in accordance with its terms;. 11.1.4 No 2.1.3. All necessary consents, approvals and authorizations of all governmental authorizationauthorities and other Persons required to be obtained by such Party in connection with entering into this this Agreement have been obtained. 2.1.4. The execution and delivery of this Agreement and the performance of such Party’s obligations hereunder (a) do not conflict with or violate any requirement of applicable laws or regulations, consent, approval except Marketing Authorization Approvals, license, registration, filing or exemption therefrom with any court or other Governmental Authority is or will be necessary forand (b) do not conflict with, or in connection with, the transaction contemplated by this Agreement or any other agreement or instrument executed in connection therewith; and 11.1.5 Neither such Party nor, to the best of either Party’s knowledgeconstitute a default under, any contractual obligation of its employees has been debarred by the FDA (or similar action by the EMEA)it. ___________________ ***** VISTAGEN THERAPEUTICS, or subject to an FDA debarment investigation or proceeding (or similar proceeding of EMEA) for any reasonINC. 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. Vitae and BI each Each Party hereby represents and warrants to the other Party as of the Effective Datefollows: 11.1.1 (a) Such Party (i) is a company duly organized, validly existing and in good standing under the Laws laws of the jurisdiction of its organizationstate in which it is organized; (ii) has the requisite corporate power and authority and the legal right to conduct 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 conducted and hereafter contemplated to be being conducted; and (iii) has or will obtain is in compliance with all necessary licensesrequirements of applicable law, permits, consents, or approvals from or by, and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over except to the extent that any noncompliance would not materially adversely affect such Party's ability to perform its obligations under the Agreement. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, required for performance of this Agreement;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. 11.1.2 The execution, delivery and performance of this Agreement by such (b) Such Party (i) are within has the corporate power of such Party; and authority and the legal right to enter into the Agreement and to perform its obligations hereunder, and (ii) have been duly authorized by has taken all necessary or proper corporate action; (iii) do not conflict with any provision action on its part to authorize the execution and delivery of the organizational documents Agreement and the performance of such Party; (iv) 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 its obligations hereunder. The Agreement has been duly executed and delivered by on behalf of such Party Party, and constitutes a legal, valid and valid, binding obligation of such Partyobligation, enforceable against such Party in accordance with its terms;. 11.1.4 No (c) All necessary consents, approvals and authorizations of all governmental authorizationauthorities and other persons required to be obtained by such Party in connection with the Agreement have been obtained. (d) The execution and delivery of the Agreement and the performance of such 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, consent, approval except Marketing Authorization Approvals, license, registration, filing or exemption therefrom with any court or other Governmental Authority is or will be necessary forand (ii) do not materially conflict with, or in connection with, the transaction contemplated by this Agreement constitute a material default or require any other agreement or instrument executed in connection therewith; and 11.1.5 Neither consent under any material contractual obligation of such Party nor, to the best of either Party’s knowledge, any of its employees has been debarred by the FDA (or similar action by the EMEA), or subject to an FDA debarment investigation or proceeding (or similar proceeding of EMEA) for any reason.

Mutual Representations and Warranties. Vitae and BI each Each party represents and warrants to the other as of the Effective Datefollows: 11.1.1 Such Party (i) it is a company corporation duly organized, organized and validly existing and in good standing under the Laws laws of the jurisdiction state or country of its organizationincorporation; ****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. (ii) it has the requisite corporate complete and unrestricted power and authority and the legal right to conduct enter into this Agreement and to perform its business as now conducted and hereafter contemplated to be conducted; and obligations hereunder; (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, delivery and performance of this Agreement by such Party (i) are within the corporate power of such Party; (ii) have been duly authorized by all necessary or proper corporate action; (iii) do not conflict with any provision of the organizational documents of such Party; (iv) 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 authorized, executed and delivered by such Party party and constitutes a legal, valid and binding obligation of such Party, party enforceable against such Party 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; 11.1.4 No governmental authorization(iv) the execution, consent, approval except Marketing Authorization Approvals, license, registration, filing or exemption therefrom delivery and performance of this Agreement by such party do not conflict with any court 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 Governmental Authority is 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 be necessary forhave, or in connection with, as a result of the transaction transactions contemplated by this Agreement Agreement, any right, interest or valid claim against or upon such party for any commission, fee or other agreement compensation as a finder or instrument executed in connection therewithbroker 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 11.1.5 Neither such Party nor, (vii) it has not entered into any agreement with any third party that is in conflict with the rights granted to the best of either Party’s knowledge, any of its employees has been debarred by the FDA (or similar action by the EMEA), or subject other party pursuant to an FDA debarment investigation or proceeding (or similar proceeding of EMEA) for any reasonthis Agreement.

Mutual Representations and Warranties. Vitae Helicon and BI Roche each represents and warrants to the other as of the Effective Datefollows: 11.1.1 Such Party (i) 11.1 It is a company an entity duly organized, validly existing and is in good standing under the Laws of the jurisdiction laws of its organization; (ii) domicile, is qualified to do business and is in good standing as a corporation in each jurisdiction in which the conduct of its business or the ownership of its properties requires such qualification and has the all requisite corporate power and authority and the legal right authority, corporate or otherwise, to conduct its business as now conducted being conducted, to own, lease and hereafter contemplated operate its properties and to be conducted; execute, deliver 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 perform this Agreement;. 11.1.2 11.2 The execution, delivery and performance by it of this Agreement by such Party (i) are within the corporate power of such Party; (ii) have been duly authorized by all necessary or proper corporate action; (iii) action and do not conflict with and will not (a) require any consent or approval of its stockholders or members, as the case may be (other than that which has been obtained), (b) violate any provision of the organizational documents of such Party; (iv) will notany law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to the best of such Party’s knowledge, violate any Laws it or any order provision of its charter, organization agreement or decree by-laws or (c) result in a breach of or constitute a default under any court or Governmental Authority; and (v) will not violate or conflict with any terms of any indenturematerial agreement, mortgage, deed of trust, lease, agreement license, permit or other instrument or obligation to which such Party it is a party, party or by which such Party is bound;it or its properties may be bound or affected. 11.1.3 11.3 This Agreement has been duly executed and delivered by such Party and constitutes is a legal, valid and binding obligation of such Party, it enforceable against such Party it in accordance with its terms;terms and conditions, except as such enforceability may be limited -40- 42 by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws, from time to time in effect, affecting creditor's rights generally, provided such exceptions against enforceability are not in conflict with the rights provided to Roche under Section 10.5 and 10.6. 11.1.4 No governmental authorization, consent, approval except Marketing Authorization Approvals, license, registration, filing 11.4 It has at the time of execution of this Agreement and will maintain during the duration of this Agreement good and marketable title to or exemption therefrom with any court valid leases or other Governmental Authority is or will be necessary licenses for, all of its properties, rights and assets necessary for the fulfillment of its responsibilities and the Research Program, subject to no claim of any third party other than the relevant lessors or in connection withlicensors. By their signatures hereto, OSI and CSHL agree to preserve all of the transaction contemplated properties, rights and assets transferred or licensed to Roche under this Agreement. 11.5 Any breach of contract by this Agreement or any other agreement or instrument executed in connection therewith; andOSI and CSHL shall be considered as a breach of contract by Helicon. 11.1.5 Neither such Party nor, 11.6 Helicon warrants and represents that to the best of either Party’s knowledgeits knowledge that it has at the time of the Effective Date no knowledge of the existence of any patent or patent application owned or controlled by a third party, which would be infringed as a result of Roche and/or any of its employees has been debarred sublicensee exercising the rights granted to Roche by the FDA (or similar action by the EMEA), or subject to an FDA debarment investigation or proceeding (or similar proceeding of EMEA) for any reasonHelicon.

Mutual Representations and Warranties. Vitae and BI each Each Party represents and warrants to the other Party as of the Effective DateDate [***], that: 11.1.1 Such 9.1.1 such Party (i) is a company duly organized, validly existing existing, and in good standing under the Laws Applicable Law of the jurisdiction of its organization; (ii) incorporation and has the requisite full corporate power and authority to enter into this Agreement and to carry out the provisions hereof; 9.1.2 execution of this Agreement and the legal right performance by such Party of its obligations hereunder have been duly authorized; [***] 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 conduct its business as now conducted the omitted portions. Execution Version 9.1.3 this Agreement has been duly executed and hereafter contemplated 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 delivered on behalf of such Party, required for and constitutes a legal, valid, binding obligation of such Party, enforceable against it in accordance with the terms hereof; 9.1.4 the performance of this AgreementAgreement by such Party does not create a breach or default under any other agreement to which it is a party, which breach or default would adversely affect the other Party; 11.1.2 The 9.1.5 the execution, delivery delivery, and performance of this Agreement by such Party (i) are within the corporate power of such Party; (ii) have been duly authorized by all necessary or proper corporate action; (iii) do does not conflict with any provision of the organizational documents of such Party; (iv) will notagreement, instrument, or understanding, oral or written, 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 it is a party, party or by which such Party it is bound, nor violate any Applicable Law of any court, governmental body or administrative or other agency having jurisdiction over such Party; 11.1.3 This Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms; 11.1.4 No governmental 9.1.6 no government authorization, consent, approval except Marketing Authorization Approvalsapproval, license, registrationexemption, filing or exemption therefrom registration with any court or other Governmental Authority governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, under any Applicable Law currently in effect, is or will be necessary for, or in connection with, the transaction contemplated by this Agreement or any other agreement or instrument executed in connection therewithherewith, or for the performance by such Party of its obligations under this Agreement and such other agreements, except as may be required to obtain applicable Regulatory Approvals or Regulatory Filings related to the development of any Therapeutic Product; and 11.1.5 Neither 9.1.7 with specific regard to each Party’s performance of their respective obligations to the other Party under this Agreement, such Party norhas not employed and, to the best of either Party’s its knowledge, has not used a contractor or consultant that has employed any of its employees has been individual or entity (a) debarred by the FDA (or subject to a similar action by the EMEAsanction of any other applicable Regulatory Authority), or (b) who is the subject to of an FDA debarment investigation or proceeding (or similar proceeding of EMEAany other applicable Regulatory Authority), or (c) has been charged with or convicted under Applicable Law of the United States for conduct relating to the development or approval, or otherwise relating to the regulation of any reasonproduct under the Generic Drug Enforcement Act of 1992, in each case, in the conduct of its activities prior to the Effective Date.

Mutual Representations and Warranties. Vitae Each Party hereby represents, warrants, and BI each represents and warrants covenants (as applicable) to the other Party as follows as of the Effective Execution Date: 11.1.1 Such Party (ia) 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 or organized, and has full (b) as of its organization; the Execution Date, (iii) it has the requisite corporate power and authority and the legal right to conduct enter into this Agreement and perform its business as now conducted obligations hereunder; (ii) it has taken all necessary corporate or organizational action on its part required to authorize the execution and hereafter contemplated to be conducteddelivery of the Agreement and the performance of its obligations hereunder; and (iii) the Agreement has or will obtain all necessary licenses, permits, consents, or approvals from or by, been duly executed and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over delivered on behalf of such Party, required and constitutes a legal, valid, and binding obligation of such Party that is enforceable against it in accordance with its terms; (c) neither it nor any of its Affiliates, nor its or their employees, officers, directors, or agents, has been, or is currently (i) debarred by the FDA or by any Regulatory Authority; (ii) is the subject of a conviction described in 21 U.S.C. § 335a, or any similar sanction; (iii) excluded, debarred, suspended, or otherwise ineligible to participate in federal health care programs or in federal procurement or non-procurement programs; (iv) listed on the FDA’s Disqualified and Restricted Lists for performance clinical investigators; or (v) convicted of a criminal offense that falls within the scope of 42 U.S.C. § 1320a-7(a), but has not yet been excluded, debarred, suspended, or otherwise declared ineligible. Each Party covenants that if, during the Term of this Agreement;, it becomes aware that it or any of its or its Affiliates’ employees or agents performing under this Agreement is the subject of any investigation or proceeding that could lead to that Party becoming a debarred entity or individual, an excluded entity or individual or a convicted entity or individual, then such Party will promptly notify the other Party. 11.1.2 The (d) the execution, delivery and performance of this Agreement by such Party (i) are within the corporate power of such Party; (ii) have been duly authorized by all necessary or proper corporate action; (iii) do does not conflict with any provision of the organizational documents of such Party; (iv) will notbreach, to the best of such Party’s knowledgeviolate, 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 any provision thereof, or any instrument or understanding, oral or written, to which such Party (or any of its Affiliates) is a party, party or by which such Party (or any of its Affiliates) is bound; 11.1.3 This Agreement has been duly executed and delivered by , nor violate any applicable Law of any Governmental Authority having jurisdiction over such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms; 11.1.4 No governmental authorization, consent, approval except Marketing Authorization Approvals, license, registration, filing or exemption therefrom with any court or other Governmental Authority is or will be necessary for, or in connection with, the transaction contemplated by this Agreement (or any other agreement or instrument executed in connection therewithof its Affiliates); and 11.1.5 Neither such Party nor(e) it shall, to and will ensure that its respective Affiliates and sublicensees will, comply in all material aspects with all applicable Laws in the best course of either Party’s knowledge, any of performing its employees has been debarred by the FDA (or similar action by the EMEA), or subject to an FDA debarment investigation or proceeding (or similar proceeding of EMEA) for any reasonobligations and exercising its rights under this Agreement.

Mutual Representations and Warranties. Vitae Each of Inivata and BI each Agendia hereby represents and warrants to the other Party as of the Effective DateDate that: 11.1.1 Such Party (ia) it is a company duly organized, validly existing and in good standing under the Laws laws of the jurisdiction of its organization; (ii) has the requisite corporate power and authority and the legal right to conduct its business as now conducted and hereafter contemplated 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 (b) the execution, delivery and performance of this Agreement by such Party (i) are within the corporate power of such Party; (ii) have has been duly authorized by all necessary requisite action under the provisions of its certificate of incorporation, bylaws and other organizational documents, and does not require any action or proper corporate action; (iii) do not conflict with approval by any provision of the organizational documents of such Party; (iv) 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 its shareholders or other instrument to which such Party is a party, holders of its voting securities or by which such Party is boundvoting interests that has not been taken; 11.1.3 This (c) it has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (d) this Agreement has been duly executed and delivered by an appropriate representative of such Party and constitutes is a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms; 11.1.4 No governmental authorization(e) the execution, consentdelivery and performance by such Party of this Agreement and its compliance with the terms and provisions hereof does not and will not conflict with or result in a breach of or default under (i) any oral or written agreement that binds such Party’s operations or property, approval except Marketing Authorization Approvalsincluding any assignment, licenselicense agreement, registrationloan agreement, filing guaranty or exemption therefrom with financing agreement, (ii) the provisions of such Party’s certificate of incorporation, bylaws or other organizational documents, or (iii) any order, writ, injunction, decree or judgment of any court or other Governmental Authority is entered against such Party or will be necessary for, by which any of such Party’s operations or in connection with, the transaction contemplated by this Agreement or any other agreement or instrument executed in connection therewithproperty are bound; and 11.1.5 Neither such Party (f) neither it, nor any of its Affiliates, nor, to the best of either such Party’s knowledge, any of its employees their respective Representatives has been debarred by the FDA or suspended under 21 U.S.C. § 335(a) or (or similar action by the EMEAb), excluded from a federal health care program, debarred from federal contracting, or subject convicted of or pled nolo contendere to an FDA debarment investigation any felony, or proceeding to any federal or state legal violation (including misdemeanors) relating to medical devices or similar proceeding of EMEA) for any reasonfraud (“Debarred/Excluded”).

Mutual Representations and Warranties. Vitae and BI each Each Party represents and warrants to the other Party that as of the Effective DateDate of this Agreement: 11.1.1 Such Party (i) 10.1.1 It is a company duly organized, duly-organized and validly existing and in good standing under the Laws laws of the its jurisdiction of its organization; (ii) incorporation or formation, and has the requisite full corporate or other power and authority to enter into this Agreement and to carry out the provisions hereof. 10.1.2 It is duly-authorized to execute and deliver this Agreement and to perform its obligations hereunder, and the legal right person or persons executing this Agreement on its behalf has been duly-authorized to conduct do so by all requisite corporate action. 10.1.3 This Agreement is legally binding upon it and enforceable in accordance with its business as now conducted and hereafter contemplated 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 terms. The execution, delivery and performance of this Agreement by such Party (i) are within the corporate power of such Party; (ii) have been duly authorized by all necessary or proper corporate action; (iii) do it does not conflict with any provision agreement, instrument or understanding, oral or written, to which it is a party and by which it may be bound. 10.1.4 It has not, and will not during the Agreement Term, grant any right to any Third Party which would conflict with the rights granted to the other Party hereunder. It has (or will have at the 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 to perform its obligations hereunder. 10.1.5 If any human primary cell lines, human tissue, human clinical isolates or similar human-derived materials ("Human Materials") have been or are to be collected and/or used in the Ophthalmic Collaboration, each Party represents and warrants (i) that it has complied, or shall comply, with all applicable laws, guidelines and regulations relating to the collection and/or use of the organizational documents Human Materials, and (ii) that it has obtained, or shall obtain, all necessary approvals and appropriate informed consents, in writing, for the collection and/or use of such Human Materials. Each Party shall provide documentation of such approvals and consents upon the other Party; 's request. Each Party further represents and warrants that such Human Materials may be used as contemplated in this Agreement without any obligation to the individuals or entities (iv"Providers") who contributed the Human Materials, including without limitation any obligation of compensation to such Providers or any other Third Party for the intellectual property associated with the Human Materials or commercial use thereof for any purposes. 10.1.6 Neither Party nor any of its Affiliates has been debarred or is subject to debarment and neither Party nor any of its Affiliates will notuse in any capacity, in connection with the Development, Manufacture or Commercialization of an Ophthalmic Product, 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 in writing immediately if it or any person or entity that is performing activities under the Ophthalmic Collaboration 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 such Party’s 's knowledge, violate any Laws is threatened, relating to the debarment or conviction of such Party or any order person or decree of entity used in 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 capacity by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms; 11.1.4 No governmental authorization, consent, approval except Marketing Authorization Approvals, license, registration, filing or exemption therefrom with any court or other Governmental Authority is or will be necessary for, or in connection with, the transaction contemplated by this Agreement or any other agreement or instrument executed in connection therewith; and 11.1.5 Neither such Party nor, to the best of either Party’s knowledge, any of its employees has been debarred by Affiliates in connection with the FDA (Development, Manufacture or similar action by the EMEA), or subject to Commercialization of an FDA debarment investigation or proceeding (or similar proceeding of EMEA) for any reasonOphthalmic Product.

Mutual Representations and Warranties. Vitae and BI each Each Party represents and warrants to the other Party that as of the Effective DateDate of this Agreement: 11.1.1 Such Party (i) 12.1.1 It is a company duly organized, organized and validly existing and in good standing under the Laws laws of the its jurisdiction of its organization; (ii) incorporation or formation, and has the requisite full corporate or other power and authority to enter into this Agreement, and to carry out the provisions hereof. 12.1.2 It is duly authorized to execute and deliver this Agreement, and to perform its obligations hereunder, and the legal right person or persons executing this Agreement on its behalf has been duly authorized to conduct do so by all requisite corporate action. 12.1.3 This Agreement is legally binding upon it and enforceable in accordance with its business as now conducted and hereafter contemplated 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 terms. The execution, delivery and performance of this Agreement by such Party (i) are within the corporate power of such Party; (ii) have been duly authorized by all necessary or proper corporate action; (iii) do it does not conflict with any provision 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. 12.1.4 It has not granted, and will not grant, during the Term, any right to any Third Party that would conflict with the rights granted to the other Party hereunder. 12.1.5 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 organizational documents United States Federal Food, Drug, and Cosmetic Act or any similar law in any foreign jurisdiction, or that is the subject of a conviction described in such Party; (iv) will notsection 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 is the subject of a conviction described in Section 306 or similar law in any foreign jurisdiction, or if any action, suit, claim, investigation or legal or administrative proceeding is pending or, to the best of such the notifying Party’s knowledgeKnowledge, violate any Laws is threatened, relating to the debarment or conviction of the notifying Party or any order person or decree of entity used in 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 capacity by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms; 11.1.4 No governmental authorization, consent, approval except Marketing Authorization Approvals, license, registration, filing or exemption therefrom with any court or other Governmental Authority is or will be necessary for, or in connection with, the transaction contemplated by this Agreement or any other agreement or instrument executed in connection therewith; and 11.1.5 Neither such Party nor, to the best of either Party’s knowledge, any of its employees has been debarred by Affiliates in connection with the FDA (or similar action by the EMEA), or subject to an FDA debarment investigation or proceeding (or similar proceeding performance of EMEA) for any reasonits obligations under this Agreement.

Mutual Representations and Warranties. Vitae Each Party represents, warrants and BI each represents and warrants covenants to the other Party as of the Effective DateDate that: 11.1.1 9.1.1 Such Party (ia) is a company duly organized, validly existing existing, and in good standing under the Laws laws of the its jurisdiction of its organizationformation; (iib) is duly qualified as an entity and in good standing under the laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability to perform its obligations under this Agreement; (c) has the requisite corporate power and authority and the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; and (iiid) 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 extent required for performance the ownership and operation of its business as it exists at the date of this Agreement, where the failure to obtain such licenses, permits, consents or approvals, or to make such notices, would have a material adverse effect on its financial condition or its ability to perform its obligations under this Agreement; and (e) is in compliance in all material respects with its charter documents and in all material respects with all applicable laws necessary to conduct its business in the UK (Midatech) and USA (MSRx), own its properties, engage in its activities and consummate the transactions contemplated under this Agreement except where any such noncompliance would not have a material adverse effect on its financial condition or its ability to perform its obligations under this Agreement; 11.1.2 9.1.2 The execution, delivery and performance of this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder (ia) are within the corporate power of such Party; (iib) have been duly authorized by all necessary or proper corporate action; (iiic) do not conflict with any provision of the organizational charter documents of such Party; (ivd) will not, to the best of such Party’s knowledge, not violate any Laws applicable law or regulation or any order or decree of any court or Governmental AuthorityAuthority having jurisdiction over such Party where such violation would have a material adverse effect on its financial condition or its ability to perform its obligations under this Agreement; and (ve) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement 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 or conflict would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder; and 11.1.3 9.1.3 This Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, and other laws generally applicable to creditors’ rights; and (b) judicial discretion in the availability of equitable relief; 11.1.4 No governmental authorization9.1.4 It has utilized its own scientific, consentdevelopment and commercialization expertise and experience to analyze and evaluate both the scientific and commercial value of transactions contemplated herein, approval including, without limitation, the potential Development and Commercialization of the Products, and has solely relied on such analysis and evaluations in deciding to enter into this Agreement; and 9.1.5 Neither it, nor any of its Affiliates, is a party to or otherwise bound by any oral or written contract or agreement that will result in any Third Party obtaining any interest in, or that would give to any Third Party any right to assert any Claim in or with respect to, any of the Parties rights under this Agreement; 9.1.6 It owns or has licenses to all of its Patents, Know-How, trade secrets and all other intellectual property of any nature whatsoever provided by it to the other Party under this Agreement for the Development and Commercialization of the Products and it owns or has licenses to such Intellectual Property free and clear of all liens, Claims and encumbrances and free of all royalty or similar payment obligations to any Third Party, except Marketing Authorization Approvalssuch liens, licenseClaims, registrationencumbrances and obligations as will not have a material adverse effect on the other Party’s rights to Develop, filing Commercialize the Products under this Agreement 9.1.7 Its Patents are not subject anywhere in the world to any pending or, to its knowledge, any threatened, re-examination, opposition, interference or exemption therefrom with litigation proceedings; 9.1.8 It has not received notice, whether written or oral, from any court Third Party of a Claim asserting the invalidity, misuse, unregisterability or unenforceability of any of its Patents, or challenging its right to use or ownership of any of its Patents or Know-How, or making any adverse Claim of ownership thereof; 9.1.9 It has not received notice, whether written or oral, from any Third Party and knows of no facts or circumstances which would lead to any Claim that any trade secrets or other Governmental Authority is or will intellectual property rights of such Third Party would be necessary formisappropriated by, or that any issued patent of such Third Party in connection withthe Territory would be infringed by, the transaction contemplated Products or the manufacture, distribution, marketing or sale of the Products in the Territory; 9.1.10 To the best of its knowledge and belief all documents, materials, representations and other information provided or to be provided by it to the other Party concerning the Products are materially accurate, and, taken as whole, do not contain any statement which is false or misleading in any material respect, and it has not omitted or failed, and shall not omit or fail, to state any fact that would materially adversely affect the other Party’s ability to perform its obligations under this Agreement; 9.1.11 It has not entered into any agreement or other business arrangement with a Third Party for the Development, Commercialization, manufacture, supply, marketing, sales, or offer for sale of the Products in Field; 9.1.12 It will use Commercially Reasonable Efforts to perform its obligations and any actions required of it under this Agreement or any other agreement or instrument executed in connection therewith; and 11.1.5 Neither such Party nor, to the best of either Party’s knowledge, Development Plan with reasonable skill and care and within any of its employees has been debarred by the FDA (or similar action by the EMEA), or subject to an FDA debarment investigation or proceeding (or similar proceeding of EMEA) for any reasontimetables provided.