Common use of Authorization and Compliance Clause in Contracts

Authorization and Compliance. (a) NeoTherapeutics has the requisite corporate power and authority to enter into and to consummate the transaction contemplated by each of this Agreement, the NeoTherapeutics Designation (as defined below), the NeoTherapeutics Warrants and the NeoTherapeutics Rights Agreement (collectively, the "NeoTherapeutics Agreements") and otherwise carryout its obligations thereunder. All corporate action on the part of NeoTherapeutics, its officers, directors and stockholders necessary for the authorization, execution and delivery of the NeoTherapeutics Agreements, the performance of all obligations of NeoTherapeutics hereunder and thereunder and the authorization, issuance and delivery of the NeoTherapeutics Warrants and the NeoTherapeutics Common Stock issuable upon exercise of the NeoTherapeutics Warrants (collectively, the "NeoTherapeutics Securities") has been taken, and the NeoTherapeutics Agreements, when executed and delivered by NeoTherapeutics, shall constitute valid and legally binding obligations of NeoTherapeutics, enforceable against NeoTherapeutics in accordance with their respective terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other laws of general application affecting enforcement of creditors' rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, or (ii) to the extent the indemnification provisions contained in the NeoTherapeutics Rights Agreement may be limited by applicable federal or state securities laws. (b) Subject to Section 3.6 of this Agreement, and assuming that accuracy of the Purchaser's representations set forth in Section 4 hereof and assuming that such representations are true as of the date of any exchanges under Section 5, neither the execution and delivery of the NeoTherapeutics Agreements nor the performance by NeoTherapeutics of its obligations under the NeoTherapeutics Agreements (including the issuance of the NeoTherapeutics Securities and the NeoTherapeutics Preferred Stock and the shares of NeoTherapeutics Common Stock upon conversion thereof (collectively, the "Exchange Securities")) will: (i) conflict with or violate any provisions of the Certificate of Incorporation of NeoTherapeutics (the "NeoTherapeutics Certificate") or its By-laws; (ii) with or without the giving of notice or the passage of time, or both, violate, or be in conflict with, or constitute a default under, or cause or permit the termination or the acceleration of the maturity of, any debt or other obligation of NeoTherapeutics; (iii) require notice to or the consent of any party to any agreement or commitment, including, without limitation, any lease or license to which NeoTherapeutics is a party, or by which it or its properties is bound or subject; (iv) result in the creation or imposition of any security interest, lien, or other encumbrance upon any property or assets of NeoTherapeutics under any agreement or commitment to which it is a party, or by which it or its properties is bound or subject; or (v) violate any statute or law or any judgment, decree, order, regulation or rule of any court, governmental authority or regulatory body to which NeoTherapeutics or its properties is bound or subject.

Authorization and Compliance. (a) NeoTherapeutics has the requisite corporate power and authority to enter into and to consummate the transaction contemplated by each of this Agreement, the NeoTherapeutics Designation (Form A) (as defined below), the NeoTherapeutics Designation (Form B) (as defined below), the NeoTherapeutics Debentures (Form A) (as defined below), the NeoTherapeutics Debentures (Form B) (as defined below), the NeoTherapeutics Warrants and the NeoTherapeutics Rights Agreement (collectively, the "NeoTherapeutics Agreements") and otherwise carryout its obligations thereunder. All corporate action on the part of NeoTherapeutics, its officers, directors and stockholders necessary for the authorization, execution and delivery of the NeoTherapeutics Agreements, the performance of all obligations of NeoTherapeutics hereunder and thereunder and the authorization, issuance and delivery of the NeoTherapeutics Warrants and the NeoTherapeutics Common Stock issuable upon exercise of the NeoTherapeutics Warrants (collectively, the "NeoTherapeutics Securities") has been taken, and the NeoTherapeutics Agreements, when executed and delivered by NeoTherapeutics, shall constitute valid and legally binding obligations of NeoTherapeutics, enforceable against NeoTherapeutics in accordance with their respective terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other laws of general application affecting enforcement of creditors' rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, or (ii) to the extent the indemnification provisions contained in the NeoTherapeutics Rights Agreement may be limited by applicable federal or state securities laws.of (b) Subject to Section 3.6 of this Agreement, and assuming that accuracy of the Purchaser's Purchasers' representations set forth in Section 4 hereof and assuming that such representations are true as of the date of any exchanges under Section 5Sections 5 and 6, neither the execution and delivery of the NeoTherapeutics Agreements nor the performance by NeoTherapeutics of its obligations under the NeoTherapeutics Agreements (including the issuance of the NeoTherapeutics Securities and the NeoTherapeutics Preferred Stock (Form A), the NeoTherapeutics Preferred Stock (Form B), the NeoTherapeutics Debentures (Form A), the NeoTherapeutics Debentures (Form B), and the shares of NeoTherapeutics Common Stock upon conversion thereof (collectively, the "Exchange Securities")) will: (i) conflict with or violate any provisions of the Certificate of Incorporation of NeoTherapeutics (the "NeoTherapeutics Certificate") or its By-laws; (ii) with or without the giving of notice or the passage of time, or both, violate, or be in conflict with, or constitute a default under, or cause or permit the termination or the acceleration of the maturity of, any debt or other obligation of NeoTherapeutics; (iii) require notice to or the consent of any party to any agreement or commitment, including, without limitation, any lease or license to which NeoTherapeutics is a party, or by which it or its properties is bound or subject; (iv) result in the creation or imposition of any security interest, lien, or other encumbrance upon any property or assets of NeoTherapeutics under any agreement or commitment to which it is a party, or by which it or its properties is bound or subject; or (v) violate any statute or law or any judgment, decree, order, regulation or rule of any court, governmental authority or regulatory body to which NeoTherapeutics or its properties is bound or subject.

Authorization and Compliance. (a) NeoTherapeutics has the requisite corporate power and authority to enter into and to consummate the transaction contemplated by each of this Agreement, the NeoTherapeutics Designation (as defined below), the NeoTherapeutics Warrants and the NeoTherapeutics Rights Agreement (collectively, the "NeoTherapeutics Agreements") and otherwise carryout its obligations thereunder. All corporate action on the part of NeoTherapeuticsthe Company, its officers, directors and stockholders necessary for the authorization, execution and delivery of this Agreement, the NeoTherapeutics Amended and Restated Investors’ Rights Agreement in the form attached hereto as Exhibit D (the “Investors’ Rights Agreement”), the Amended and Restated Right of First Refusal and Co-Sale Agreement in the form attached hereto as Exhibit E (the “Co-Sale Agreement”), and the Amended and Restated Voting Agreement in the form attached hereto as Exhibit F (the “Voting Agreement” and collectively with this Agreement, the Investors’ Rights Agreement and the Co-Sale Agreement, the “Transaction Agreements”), the performance of all obligations of NeoTherapeutics the Company hereunder and thereunder and the authorization, issuance and delivery of the NeoTherapeutics Warrants Shares and the NeoTherapeutics Common Stock issuable upon exercise conversion of the NeoTherapeutics Warrants Shares (collectivelythe “Conversion Shares”, and together with the Shares, the "NeoTherapeutics “Securities"”) has been takentaken or will be taken prior to the Initial Closing, and the NeoTherapeutics Transaction Agreements, when executed and delivered by NeoTherapeuticsthe Company, shall constitute valid and legally binding obligations of NeoTherapeuticsthe Company, enforceable against NeoTherapeutics the Company in accordance with their respective terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, and other laws of general application affecting enforcement of creditors' ’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief relief, or other equitable remedies, or (ii) to the extent the indemnification provisions contained in the NeoTherapeutics Investors’ Rights Agreement may be limited by applicable federal or state securities laws. (b) Subject to Section 3.6 of this Agreement, and assuming that accuracy of the Purchaser's representations set forth in Section 4 hereof and assuming that such representations are true as of the date of any exchanges under Section 5, neither Neither the execution and delivery of the NeoTherapeutics Transaction Agreements nor the performance by NeoTherapeutics the Company of its obligations under the NeoTherapeutics Transaction Agreements (including the issuance of the NeoTherapeutics Securities Shares and the NeoTherapeutics Preferred Stock and the shares of NeoTherapeutics Common Stock issuable upon conversion thereof (collectively, the "Exchange Securities")thereof) will: (i) conflict with or violate any provisions of the Restated Certificate or the bylaws of Incorporation of NeoTherapeutics (the "NeoTherapeutics Certificate") or its By-lawsCompany; (ii) with or without the giving of notice or the passage of time, or both, violate, or be in conflict with, or constitute a default under, or cause or permit the termination or the acceleration of the maturity of, any debt or other material obligation of NeoTherapeuticsthe Company; (iii) require notice to or the consent of any party to any material agreement or material commitment, including, without limitation, any lease or license to which NeoTherapeutics the Company is a party, or by which it or its properties is bound or subject; (iv) result in the creation or imposition of any security interest, lien, or other encumbrance upon any property or assets of NeoTherapeutics the Company under any material agreement or material commitment to which it is a party, or by which it or its properties is bound or subject; or (v) violate any statute or law or any judgment, decree, order, regulation or rule of any court, court or governmental authority or regulatory body to which NeoTherapeutics the Company or its properties is bound or subject.