Common use of Due Organization, Authorization; Power and Authority Clause in Contracts

Due Organization, Authorization; Power and Authority. Each Borrower and each of its Subsidiaries is duly existing and in good standing as Registered Organizations in its jurisdiction of organization. Each Borrower and each of its Subsidiaries is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its business or its ownership of property requires that it be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s business. In connection with this Agreement, Ligand Pharmaceuticals Incorporated (“Ligand”) has delivered to Collateral Agent a perfection certificate (the “Perfection Certificate”). Ligand warrants that (a) Ligand’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Ligand is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Ligand’s organizational identification number or accurately states that Ligand has none; (d) the Perfection Certificate accurately sets forth Ligand’s place of business, or, if more than one, its chief executive office as well as Ligand’s mailing address (if different than its chief executive office); (e) subject to exceptions disclosed in writing by Ligand to Collateral Agent before the Effective Date, no Borrower (and each of their respective predecessors) has, in the past five (5) years, changed its jurisdiction of organization, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Ligand and each of its Subsidiaries is accurate and complete (it being understood and agreed that Ligand may from time to time update certain information in the Perfection Certificate (including the information set forth in clause (d) above) after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). If a Borrower or any Subsidiary is not now a Registered Organization but later becomes one, such Borrower shall notify Collateral Agent of such occurrence and provide Collateral Agent with such Person’s organizational identification number within five (5) Business Days of receiving such organizational identification number. The execution, delivery and performance by a Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of such Borrower’s organizational documents, including the Operating Documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which such Borrower or any of its Subsidiaries or any of their assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals that have already been obtained and are in full force and effect) or are being obtained pursuant to Section 6.1(b), or (v) constitute an event of default under any material agreement by which a Borrower or any of its Subsidiaries or their respective properties is bound. No Borrower is in default under any agreement to which it is a party or by which it or any of its assets is bound in which such default could reasonably be expected to have a material adverse effect on Borrower’s business.

Due Organization, Authorization; Power and Authority. Each Borrower and each of its Subsidiaries is duly organized, validly existing and in good standing as a Registered Organizations Organization in its jurisdiction of organization. Each Borrower formation and each of its Subsidiaries is qualified and licensed to do business and is in good standing in any other jurisdiction in which the conduct of its business or its ownership of property requires that it be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s business. In connection with this Agreement, Ligand Pharmaceuticals Incorporated (“Ligand”) Borrower has delivered to Collateral Agent and each Lender a perfection completed certificate signed by Borrower, entitled “Perfection Certificate” (collectively, the “Perfection Certificate”). Ligand Borrower represents and warrants that to Agent and each Lender that: (a) LigandBorrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereofhereof (or, after the Effective Date, as notified in written notice to Agent pursuant to Section 7.2); (b) Ligand Borrower is an organization of the type and is organized or is incorporated in the jurisdiction set forth in the Perfection CertificateCertificate (or, after the Effective Date, as notified in written notice to Agent pursuant to Section 7.2); (c) the Perfection Certificate accurately sets forth LigandBorrower’s organizational identification number or accurately states that Ligand Borrower has nonenone (except, after the Effective Date, as otherwise notified in written notice to Agent pursuant to Section 7.2); (d) the Perfection Certificate accurately sets forth LigandBorrower’s place of business, or, if more than one, its chief executive office as well as LigandBorrower’s mailing address (if different than its chief executive office) (except, after the Effective Date, as otherwise notified in written notice to Agent pursuant to Section 7.2); (e) subject to exceptions disclosed in writing by Ligand to Collateral Agent before except as indicated on the Perfection Certificate (or, after the Effective Date, no as notified in written notice to Agent pursuant to Section 7.2), Borrower (and each of their respective its predecessors) hashas not, in the past five (5) years, changed its jurisdiction of organizationformation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) except as notified in written notice to Agent after the Effective Date, all other information set forth on the Perfection Certificate pertaining to Ligand Borrower and each of its Subsidiaries is accurate and complete in all material respects (it being understood and agreed that Ligand Borrower may from time to time update certain information in the Perfection Certificate (including the information set forth in clause (d) above) after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). If a Borrower or any Subsidiary is not now a Registered Organization but later becomes one, such Borrower shall promptly notify Collateral Agent of such occurrence and provide Collateral Agent with such PersonBorrower’s organizational identification number within five (5) Business Days of receiving such organizational identification number. The execution, delivery and performance by a Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of such Borrower’s organizational documents, including the Operating Documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which such Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except (A) such Governmental Approvals that which have already been obtained and are in full force and effecteffect and (B) or are being obtained pursuant to Section 6.1(bfilings and registrations contemplated by this Agreement), or (v) conflict with, contravene, constitute an event of a default under or breach under, or result in or permit the termination or acceleration of, any material agreement by which a Borrower or any of its Subsidiaries or their respective properties is bound. No Borrower is not in default under any agreement to which it is a party or by which it or any of its assets is bound in which such the default could reasonably be expected to have a material adverse effect on Borrower’s business.

Due Organization, Authorization; Power and Authority. Each Borrower and each of its Subsidiaries is duly existing and in good standing as a Registered Organizations Organization in its jurisdiction of organization. Each Borrower formation and each of its Subsidiaries is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its business or its ownership of property requires that it be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s business. In connection with this Agreement, Ligand Pharmaceuticals Incorporated (“Ligand”) Borrower has delivered to Collateral Agent a perfection certificate Bank completed certificates each signed by Borrower, respectively, entitled “Perfection Certificate” (collectively, the “Perfection Certificate”). Ligand Borrower represents and warrants to Bank that (a) LigandBorrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Ligand Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth LigandBorrower’s organizational identification number or accurately states that Ligand Borrower has none; (d) the Perfection Certificate accurately sets forth LigandBorrower’s place of business, or, if more than one, its chief executive office as well as LigandBorrower’s mailing address (if different than its chief executive office); (e) subject to exceptions disclosed in writing by Ligand to Collateral Agent before the Effective Date, no Borrower (and each of their respective its predecessors) hashas not, in the past five (5) years, changed its jurisdiction of organizationformation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Ligand Borrower and each of its Subsidiaries is accurate and complete in all material respects (it being understood and agreed that Ligand Borrower may from time to time update certain information in the Perfection Certificate (including the information set forth in clause (d) above) after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). If a Borrower or any Subsidiary is not now a Registered Organization but later becomes one, such Borrower shall promptly notify Collateral Agent Bank of such occurrence and provide Collateral Agent Bank with such PersonBorrower’s organizational identification number within five (5) Business Days of receiving such organizational identification number. The execution, delivery and performance by a Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of such Borrower’s organizational documents, including the Operating Documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which such Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals that which have already been obtained and are in full force and effect) or are being obtained pursuant to Section 6.1(b), or (v) conflict with, contravene, constitute an event of a default under or breach under, or result in or permit the termination or acceleration of, any material agreement by which a Borrower or any of its Subsidiaries or their respective properties is bound. No Borrower is not in default under any agreement to which it is a party or by which it or any of its assets is bound in which such the default could reasonably be expected to have a material adverse effect on Borrower’s business.

Due Organization, Authorization; Power and Authority. Each Borrower and each of its Subsidiaries is duly existing and in good standing as Registered Organizations in its jurisdiction of organization. Each Borrower formation and each of its Subsidiaries is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its business or its ownership of property requires that it be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s business. In connection with this Agreement, Ligand Pharmaceuticals Incorporated (“Ligand”) Borrower has delivered to Collateral Agent Bank a perfection completed certificate (the signed by each Borrower, entitled “Perfection Certificate”). Ligand Borrower represents and warrants to Bank that (a) LigandBorrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Ligand Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth LigandBorrower’s organizational identification number or accurately states that Ligand Borrower has none; (d) the Perfection Certificate accurately sets forth LigandBorrower’s place of business, or, if more than one, its chief executive office as well as LigandBorrower’s mailing address (if different than its chief executive office); (e) subject to exceptions disclosed in writing by Ligand to Collateral Agent before the Effective Date, no Borrower (and each of their respective its predecessors) hashas not, in the past five (5) years, changed its jurisdiction of organizationformation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Ligand Borrower and each of its Subsidiaries is accurate and complete (it being understood and agreed that Ligand Borrower may from time to time update certain information in the Perfection Certificate (including the information set forth in clause (d) above) after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). If a Borrower or any Subsidiary is not now a Registered Organization but later becomes one, such Borrower shall promptly notify Collateral Agent Bank of such occurrence and provide Collateral Agent Bank with such PersonBorrower’s organizational identification number within five (5) Business Days of receiving such organizational identification number. The execution, delivery and performance by a Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of such Borrower’s organizational documents, including the Operating Documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which such Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals that which have already been obtained and are in full force and effect) or are being obtained pursuant to Section 6.1(b), effect or (v) constitute an event of default under any material agreement by which a Borrower or any of its Subsidiaries or their respective properties is bound. No Borrower is not in default under any agreement to which it is a party or by which it or any of its assets is bound in which such the default could reasonably be expected to have a material adverse effect on Borrower’s business.

Due Organization, Authorization; Power and Authority. Each Borrower and each of its Subsidiaries is duly existing and in good standing as a Registered Organizations Organization in its jurisdiction of organization. Each Borrower formation and each of its Subsidiaries is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its business or its ownership of property requires that it be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on such Borrower’s business. In connection with this Agreement, Ligand Pharmaceuticals Incorporated (“Ligand”) each Borrower has delivered to Collateral Agent Bank a perfection certificate (the completed certificate, entitled “Perfection Certificate”). Ligand Each Borrower represents and warrants to Bank that (a) Ligand5. 2.1.1 such Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Ligand 5. 2.1.2 such Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) 5. 2.1.3 the Perfection Certificate accurately sets forth Ligandsuch Borrower’s organizational identification number or accurately states that Ligand such Borrower has none; (d) 5. 2.1.4 the Perfection Certificate accurately sets forth Ligandsuch Borrower’s place of business, or, if more than one, its chief executive office as well as Ligandsuch Borrower’s mailing address (if different than its chief executive office); (e) subject to exceptions disclosed 5. 2.1.5 except as set forth in writing by Ligand to Collateral Agent before the Effective DatePerfection Certificate, no such Borrower (and each of their respective its predecessors) hashas not, in the past five (5) years, changed its jurisdiction of organizationformation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) 5. 2.1.6 all other information set forth on the Perfection Certificate pertaining to Ligand such Borrower and each of its Subsidiaries is accurate and complete (it being understood and agreed that Ligand each Borrower may from time to time update certain information in the Perfection Certificate (including the information set forth in clause (d) above) after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). If a any Borrower or any Subsidiary is not now a Registered Organization but later becomes one, such Borrower shall promptly notify Collateral Agent Bank of such occurrence and provide Collateral Agent Bank with such PersonBorrower’s organizational identification number within five (5) Business Days of receiving such organizational identification number. The execution, delivery and performance by a Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) . 2.1.6.1 conflict with any of such any Borrower’s organizational documents, including the Operating Documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which such Borrower or any of its Subsidiaries or any of their assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals that have already been obtained and are in full force and effect) or are being obtained pursuant to Section 6.1(b), or (v) constitute an event of default under any material agreement by which a Borrower or any of its Subsidiaries or their respective properties is bound. No Borrower is in default under any agreement to which it is a party or by which it or any of its assets is bound in which such default could reasonably be expected to have a material adverse effect on Borrower’s business5.

Due Organization, Authorization; Power and Authority. Each Borrower and each of its Subsidiaries is duly existing and in good standing as a Registered Organizations Organization in its jurisdiction of organization. Each Borrower formation and each of its Subsidiaries is qualified and licensed to do business and is in good standing (to the extent such concept exists in the applicable jurisdiction) in any jurisdiction in which the conduct of its business or its ownership of property requires that it be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s business. UK Borrower is a private limited company, duly incorporated and validly existing under the laws of England and has the power to carry on its business as it is now being conducted and to own its property and other assets. ISR Borrower is not in a status of a ‘breaching company’ as such term is defined under the Israeli Companies Law, 5759-1999. In connection with this Agreement, Ligand Pharmaceuticals Incorporated (“Ligand”) each Borrower has delivered to Collateral Agent Bank a perfection completed certificate signed by the applicable Borrower, entitled “Perfection Certificate” (the “Perfection Certificate”). Ligand Borrower represents and warrants to Bank that (a) LigandBorrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Ligand Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth LigandBorrower’s organizational identification number or accurately states that Ligand Borrower has none; (d) the Perfection Certificate accurately sets forth LigandBorrower’s place of business, or, if more than one, its chief executive office as well as LigandBorrower’s mailing address (if different than its chief executive office); (e) subject to exceptions disclosed in writing by Ligand to Collateral Agent before the Effective Date, no Borrower (and each of their respective its predecessors) hashas not, in the past five (5) years, changed its jurisdiction of organizationformation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Ligand Borrower and each of its Subsidiaries is accurate and complete (it being understood and agreed that Ligand Borrower may from time to time update certain information in the Perfection Certificate (including the information set forth in clause (d) above) after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). If a Borrower or any Subsidiary is not now a Registered Organization but later becomes one, such Borrower shall promptly notify Collateral Agent Bank of such occurrence and provide Collateral Agent Bank with such PersonBorrower’s organizational identification number within five (5) Business Days of receiving such organizational identification number. The execution, delivery and performance by a Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of such Borrower’s organizational documents, including the Operating Documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate violate, in any material respect, any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which such Borrower or any of its Subsidiaries property or any of their assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals that which have already been obtained and are in full force and effect) or are being obtained pursuant to Section 6.1(b), or (v) conflict with, contravene, constitute an event of a default under or breach under, or result in or permit the termination or acceleration of, any material agreement by which a Borrower or any of its Subsidiaries or their respective properties is bound. No Borrower is not in default under any agreement to which it is a party or by which it or any of its assets is bound in which such the default could reasonably be expected to have a material adverse effect on Borrower’s business.

Due Organization, Authorization; Power and Authority. Each (a) Borrower and each of its Subsidiaries is Subsidiaries, if any, are duly existing and in good standing standing, as Registered Organizations in its jurisdiction their respective jurisdictions of organization. Each Borrower formation and each of its Subsidiaries is are qualified and licensed to do business and is are in good standing in any jurisdiction in which the conduct of its their business or its their ownership of property requires that it they be qualified except where the failure to do so could would not reasonably be expected to have a material adverse effect on Borrower’s business. In connection with this Agreement, Ligand Pharmaceuticals Incorporated (“Ligand”) Borrower has delivered to Collateral Agent a completed perfection certificate signed by Borrower (the “Perfection Certificate”). Ligand Borrower represents and warrants to Agent and the Lenders that (a) LigandBorrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Ligand Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth LigandBorrower’s organizational identification number or accurately states that Ligand Borrower has none; (d) the Perfection Certificate accurately sets forth LigandBorrower’s place of business, or, if more than one, its chief executive office as well as LigandBorrower’s mailing address (if different than its chief executive office); (e) subject to exceptions disclosed in writing by Ligand to Collateral Agent before the Effective Date, no Borrower (and each of their respective its predecessors) hashas not, in the past five (5) years, changed its jurisdiction of organizationformation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Ligand Borrower and each of its Subsidiaries is accurate and complete in all material respects (it being understood and agreed that Ligand Borrower may from time to time update certain information in the Perfection Certificate (including the information set forth in clause (d) above) after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). If a Borrower or any Subsidiary is not now a Registered Organization but later becomes one, such Borrower shall promptly notify Collateral Agent of such occurrence and provide Collateral Agent with such PersonBorrower’s organizational identification number within five number. (5b) Business Days of receiving such organizational identification number. The execution, delivery and performance by a Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of such Borrower’s organizational documents, including the Operating Documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which such Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals that which have already been obtained and are in full force and effect) or are being obtained pursuant to Section 6.1(b), or (v) constitute an event of default under any material agreement by which a Borrower or any of its Subsidiaries or their respective properties is bound. No Borrower is not in default under any agreement to which it is a party or by which it or any of its assets is bound in which such the default could would reasonably be expected to have a material adverse effect on Borrower’s business.

Due Organization, Authorization; Power and Authority. Each Borrower and each of its Subsidiaries is duly existing and in good standing as a Registered Organizations Organization in its jurisdiction of organization. Each Borrower formation and each of its Subsidiaries is qualified and licensed to do business and is in good standing in any other jurisdiction in which the conduct of its business or its ownership of property requires that it be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s business. In connection with this Agreement, Ligand Pharmaceuticals Incorporated (“Ligand”) Borrower has delivered to Collateral Agent Bank a perfection completed certificate (the signed by Borrower, entitled “Perfection Certificate”). Ligand Borrower represents and warrants to [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Bank that (a) LigandBorrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Ligand Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth LigandBorrower’s organizational identification number or accurately states that Ligand Borrower has none; (d) the Perfection Certificate accurately sets forth LigandBorrower’s place of business, or, if more than one, its chief executive office as well as LigandBorrower’s mailing address (if different than its chief executive office); (e) subject to exceptions disclosed other than as indicated in writing by Ligand to Collateral Agent before the Effective DatePerfection Certificate, no Borrower (and each of their respective its predecessors) hashas not, in the past five (5) years, changed its jurisdiction of organizationformation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Ligand Borrower and each of its Subsidiaries is accurate and complete in all material respects (it being understood and agreed that Ligand Borrower may from time to time update certain information in the Perfection Certificate (including the information set forth in clause (d) above) after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). If a Borrower or any Subsidiary is not now a Registered Organization but later becomes one, such Borrower shall promptly notify Collateral Agent Bank of such occurrence and provide Collateral Agent Bank with such PersonBorrower’s organizational identification number within five (5) Business Days of receiving such organizational identification number. The execution, delivery and performance by a Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of such Borrower’s organizational documents, including the Operating Documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which such Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals that which have already been obtained and are in full force and effecteffect and filings to perfect Liens in favor of Bank) or are being obtained pursuant to Section 6.1(b), or (v) conflict with, contravene, constitute an event of a default under or breach under, or result in or permit the termination or acceleration of, any material agreement by which a Borrower or any of its Subsidiaries or their respective properties is bound. No Borrower is bound or for which Borrower has obtained applicable consents. Borrower is not in default under any agreement to which it is a party or by which it or any of its assets is bound in which such the default could reasonably be expected to have a material adverse effect on Borrower’s business.

Due Organization, Authorization; Power and Authority. Each of Borrower and each of its Subsidiaries is duly existing and in good standing as a Registered Organizations Organization in its jurisdiction of organization. Each Borrower and each of its Subsidiaries is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its business or its ownership of property requires that it be qualified except where qualified, the failure to do so could violation of which is not reasonably be expected to have a material adverse effect on Borrower’s its business. In connection with this Agreement, Ligand Pharmaceuticals Incorporated (“Ligand”) Borrower has delivered to Collateral Agent a perfection certificate completed Representation Certificate signed by an officer of Borrower (the “Perfection Representation Certificate”). Ligand Borrower represents and warrants that (a) LigandBorrower’s exact legal name is that indicated on the Perfection Representation Certificate and on the signature page hereof; (b) Ligand Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Representation Certificate; (c) the Perfection Representation Certificate accurately sets set forth LigandBorrower’s organizational identification number or accurately states that Ligand Borrower has none; (d) the Perfection Representation Certificate accurately sets set forth LigandBorrower’s place of business, or, if more than one, its chief executive office as well as LigandBorrower’s mailing address (if different than its chief executive office); (e) subject to exceptions disclosed except as set forth in writing by Ligand to Collateral Agent before the Effective DateRepresentation Certificate, no Borrower (and each of their respective its predecessors) hashas not, in the past five (5) years, changed its jurisdiction of organization, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Representation Certificate pertaining to Ligand Borrower and each of its Subsidiaries is accurate and complete (it being understood and agreed that Ligand Borrower may from time to time update certain information in the Perfection Representation Certificate (including the information set forth in clause (d) above) after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). If a Borrower or any Subsidiary is not now a Registered Organization but later becomes one, such Borrower shall notify Collateral Agent of such occurrence and provide Collateral Agent with such Person’s organizational identification number within five (5) Business Days of receiving such organizational identification number. The execution, delivery and performance by a Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of such Borrower’s organizational documents, including the Operating Documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which such Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals that which have already been obtained and are in full force and effect) or are being obtained pursuant to Section 6.1(b), or (v) constitute an event of default under any material agreement by which a Borrower or any of its their respective Subsidiaries or their respective properties is bound. No Borrower is not in default under any material agreement to which it is a party or by which it or any of its assets is bound in which such default could reasonably be expected to have a material adverse effect on Borrower’s businessbound.

Due Organization, Authorization; Power and Authority. Each Borrower and each of its Subsidiaries is duly organized, validly existing and in good standing as a Registered Organizations Organization in its jurisdiction of organization. Each Borrower formation and each of its Subsidiaries is qualified and licensed to do business and is in good standing in any other jurisdiction in which the conduct of its business or its ownership of property and other assets or business which it is engaged in or propose to engage requires that it be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s business. In connection with this Agreement, Ligand Pharmaceuticals Incorporated (“Ligand”) Borrower has delivered to Collateral Agent Bank a perfection completed certificate signed by Borrower, entitled “Perfection Certificate” (the “Perfection Certificate”). Ligand Borrower represents and warrants that to Bank that, except, in each case, as may have been updated by a notification to Bank in accordance with Section 7.2, (a) LigandBorrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Ligand Borrower is an organization of the type and is organized or incorporated in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth LigandBorrower’s organizational identification number or accurately states that Ligand Borrower has none; (d) the Perfection Certificate accurately sets forth LigandBorrower’s place of business, or, if more than one, its chief executive office as well as LigandBorrower’s mailing address (if different than its chief executive office); (e) subject to exceptions disclosed except as set forth in writing by Ligand to Collateral Agent before the Effective DatePerfection Certificate, no Borrower (and each of their respective its predecessors) hashas not, in the past five (5) years, changed its jurisdiction of organizationformation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Ligand Borrower and each of its Subsidiaries is accurate and complete in all material respects (it being understood and agreed that Ligand Borrower may from time to time update certain information in the Perfection Certificate (including the information set forth in clause (d) above) after the Effective Date to the extent permitted such updates result from actions, transactions, circumstances or events not prohibited by one or more specific provisions in this Agreement). If a Borrower or any Subsidiary is not now a Registered Organization but later becomes one, such Borrower shall promptly notify Collateral Agent Bank of such occurrence and provide Collateral Agent Bank with such PersonBorrower’s organizational identification number within five (5) Business Days of receiving such organizational identification number. The execution, delivery and performance by a Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of such Borrower’s organizational documents, including the Operating Documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which such Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals that which have already been obtained and are in full force and effect) or are being obtained pursuant effect and filings necessary to Section 6.1(bperfect Liens granted under the Loan Documents), or (v) conflict with, contravene, constitute an event of a default under or breach under, or result in or permit the termination or acceleration of, any material agreement by which a Borrower or any of its Subsidiaries or their respective properties is bound. No Borrower is not in default under any agreement to which it is a party or by which it or any of its assets is bound in which such the default could reasonably be expected to have a material adverse effect on Borrower’s business.

Due Organization, Authorization; Power and Authority. Each Borrower and each of its Subsidiaries is duly existing and in good standing as Registered Organizations in its jurisdiction of organization. Each Borrower formation and each of its Subsidiaries is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its business or its ownership of property requires that it be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s businessMaterial Adverse Change. In connection with this Agreement, Ligand Pharmaceuticals Incorporated (“Ligand”) Borrower has delivered to Collateral Agent Lender a perfection completed certificate (the signed by Borrower, entitled “Perfection Certificate”). Ligand Borrower represents and warrants to Lender that (a) LigandBorrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Ligand Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth LigandBorrower’s organizational identification number or accurately states that Ligand Borrower has none; (d) the Perfection Certificate accurately sets forth LigandBorrower’s place of business, or, if more than one, its Borrower’s chief executive office as well as LigandBorrower’s mailing address (if different than its chief executive office); (e) subject to exceptions disclosed in writing by Ligand to Collateral Agent before the Effective Date, no Borrower (and each none of their respective its predecessors) hashas not, in the past five (5) years, changed its jurisdiction of organizationformation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Ligand Borrower and each of its Subsidiaries is accurate and complete (it being understood and agreed that Ligand Borrower may from time to time update certain information in the Perfection Certificate (including the information set forth in clause (d) above) after the Effective Closing Date to the extent permitted by one or more specific provisions in this Agreement). If a Borrower or any Subsidiary is not now a Registered Organization but later becomes one, such Borrower shall promptly notify Collateral Agent Lender of such occurrence and provide Collateral Agent Lender with such PersonBorrower’s organizational identification number within five (5) Business Days of receiving such organizational identification number. The execution, delivery and performance by a Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of such Borrower’s organizational documents, including the Operating Documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which such Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals that which have already been obtained and are in full force and effect) or are being obtained pursuant to Section 6.1(b), or (v) after giving effect to compliance with Section 3.3, constitute an event of default under any material agreement by which a Borrower or any of its Subsidiaries or their respective properties is bound. No Borrower is not in default under any agreement to which it is a party or by which it or any of its assets is bound in which such the default could reasonably be expected to have a material adverse effect on Borrower’s businessMaterial Adverse Change.

Due Organization, Authorization; Power and Authority. Each Borrower and each of its Subsidiaries is are duly existing and in good standing as a Registered Organizations Organization in its jurisdiction of organization. Each Borrower formation and each of its Subsidiaries is qualified and licensed to do business and each is in good standing in any jurisdiction in which the conduct of each of its business or its ownership of property requires that it be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s business. In connection with this Agreement, Ligand Pharmaceuticals Incorporated (“Ligand”) Borrower has delivered to Collateral Agent a perfection certificate (the Bank completed certificates each signed by Borrower and Secured Guarantor, respectively, entitled “Perfection Certificate”). Ligand Borrower represents and warrants to Bank that (a) LigandBorrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Ligand Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth LigandBorrower’s organizational identification number or accurately states that Ligand Borrower has none; (d) the Perfection Certificate accurately sets forth LigandBorrower’s place of business, or, if more than one, its chief executive office as well as LigandBorrower’s mailing address (if different than its chief executive office); (e) subject to exceptions disclosed in writing by Ligand to Collateral Agent before the Effective Date, no Borrower (and each of their respective its predecessors) hashas not, in the past five (5) years, changed its jurisdiction of organizationformation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Ligand Borrower and each of its Subsidiaries is accurate and complete (it being understood and agreed that Ligand Borrower may from time to time update certain information in the Perfection Certificate (including the information set forth in clause (d) above) after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). If a Borrower or any Subsidiary is not now a Registered Organization but later becomes one, such Borrower shall promptly notify Collateral Agent Bank of such occurrence and provide Collateral Agent Bank with such PersonBorrower’s organizational identification number within five (5) Business Days of receiving such organizational identification number. The execution, delivery and performance by a Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of such Borrower’s organizational documents, including the Operating Documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which such Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals that which have already been obtained and are in full force and effect) or are being obtained pursuant to Section 6.1(b), effect or (v) constitute an event of default under any material agreement by which a Borrower or any of its Subsidiaries or their respective properties is bound. No Borrower is not in default under any agreement to which it is a party or by which it or any of its assets is bound in which such the default could reasonably be expected to have a material adverse effect on Borrower’s business.