Common use of Due Organization; Subsidiaries; Etc Clause in Contracts

Due Organization; Subsidiaries; Etc. (a) The Company has no Subsidiaries, except for the corporations identified in the Company Disclosure Schedule; and neither the Company nor any of the other corporations identified in the Company Disclosure Schedule owns any capital stock of, or any equity interest of any nature in, any other Entity, other than the Entities identified in the Company Disclosure Schedule. (The Company and each of its Subsidiaries are referred to collectively in this Agreement as the "Acquired Corporations".) Except as set forth in the Company Disclosure Schedule, none of the Acquired Corporations has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Except as set forth in the Company Disclosure Schedule, none of the Acquired Corporations has, at any time, been a general partner of any general partnership, limited partnership or other Entity. (b) Each of the Acquired Corporations is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own, lease and use its assets in the manner in which its assets are currently owned, leased and used; and (iii) to perform its obligations under all Contracts by which it is bound. (c) Each of the Acquired Corporations is qualified to do business as a foreign corporation, and is in good standing, under the laws of all jurisdictions where the nature of its business requires such qualification except in jurisdictions where the failure to so qualify, individually and in the aggregate, would not have a Material Adverse Effect. (d) The Company has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name Sequana Therapeutics, Inc., and in the case of the Company's Subsidiaries, other than the names Nemapharm, Inc., Genescape, Inc. and GeneCore Biotechnologies, Inc.

Due Organization; Subsidiaries; Etc. (a) The Company has no Subsidiaries, except for the corporations identified in Part 2.1(a)(i) of the Company Disclosure Schedule; and neither the Company nor any of the other corporations identified in Part 2.1(a)(i) of the Company Disclosure Schedule owns any capital stock of, or any equity interest of any nature in, any other Entity, other than the Entities identified in the Company Disclosure Schedule. (The Company and each of its Subsidiaries are referred to collectively in this Agreement as the "Acquired Corporations".) Except as set forth in the Company Disclosure Schedule, none None of the Acquired Corporations has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Except as set forth in the Company Disclosure Schedule, none None of the Acquired Corporations has, at any time, been a general partner of any general partnership, limited partnership or other Entity. (b) Each of the Acquired Corporations is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own, lease own and use its assets in the manner in which its assets are currently owned, leased owned and used; and (iii) to perform its obligations under all Contracts by which it is bound. (c) None of the Acquired Corporations is or has been required to be qualified, authorized, registered or licensed to do business as a foreign corporation in any jurisdiction other than the jurisdictions identified in Part 2.1(c) of the Company Disclosure Schedule, except where the failure to be so qualified, authorized, registered or licensed has not had and will not have a Material Adverse Effect on the Acquired Corporations. Each of the Acquired Corporations is qualified to do business in good standing as a foreign corporation, and is corporation in good standing, under the laws of all jurisdictions where the nature of its business requires such qualification except in jurisdictions where the failure to so qualify, individually and in the aggregate, would not have a Material Adverse Effect. (d) The Company has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name Sequana Therapeutics, Inc., and in the case each of the Company's Subsidiaries, other than respective jurisdictions identified in Part 2.1(c) of the names Nemapharm, Inc., Genescape, Inc. and GeneCore Biotechnologies, Inc.Company Disclosure Schedule.

Due Organization; Subsidiaries; Etc. (a) Each of the Company and its Subsidiaries is a corporation or other legal entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used; and (iii) to perform its obligations under all Contracts by which it is bound. (b) Each of the Company and its Subsidiaries is duly licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the laws of all jurisdictions where the nature of its business requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Company Material Adverse Effect. (c) The Company has no Subsidiaries, except for the corporations Entities identified in Section 2.1(c) of the Company Disclosure Schedule; and neither the Company nor any of the other corporations Entities identified in Section 2.1(c) of the Company Disclosure Schedule owns any capital stock of, or any equity equity, ownership or profit sharing interest of any nature in, or controls directly or indirectly, any other Entity, Entity other than the Entities identified in Section 2.1(c) of the Company Disclosure Schedule. (The Neither the Company and each nor any of its Subsidiaries are referred to collectively is and or has otherwise been, directly or indirectly, a party to, member of or participant in this Agreement as the "Acquired Corporations".) Except as set forth in any partnership, joint venture or similar business entity. Neither the Company Disclosure Schedule, none nor any of the Acquired Corporations its Subsidiaries has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Except as set forth in Neither the Company Disclosure Schedule, none nor any of the Acquired Corporations its Subsidiaries has, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity. (b) Each of the Acquired Corporations is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own, lease and use its assets in the manner in which its assets are currently owned, leased and used; and (iii) to perform its obligations under all Contracts by which it is bound. (c) Each of the Acquired Corporations is qualified to do business as a foreign corporation, and is in good standing, under the laws of all jurisdictions where the nature of its business requires such qualification except in jurisdictions where the failure to so qualify, individually and in the aggregate, would not have a Material Adverse Effect. (d) The Company has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name Sequana Therapeutics, Inc., and in the case of the Company's Subsidiaries, other than the names Nemapharm, Inc., Genescape, Inc. and GeneCore Biotechnologies, Inc.

Due Organization; Subsidiaries; Etc. (a) 5.1.1. The Company has no Subsidiaries, except for the corporations identified in the Company Disclosure Schedule; and neither the Company nor any of the other corporations identified in the Company Disclosure Schedule owns any capital stock of, or any equity interest of any nature in, any other Entity, other than the Entities identified in the Company Disclosure Schedule. (The Company and each of its Subsidiaries are referred to collectively in this Agreement as the "Acquired Corporations".) Except as set forth in the Company Disclosure Schedule, none of the Acquired Corporations has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Except as set forth in the Company Disclosure Schedule, none of the Acquired Corporations has, at any time, been a general partner of any general partnership, limited partnership or other Entity. (b) Each of the Acquired Corporations is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction State of its incorporation and Georgia. The Company has all necessary requisite corporate power and authority: (i) authority to conduct its business in the manner in which its business is currently being conducted; (ii) conducted and to own, lease own and use its assets in the manner in which its assets are currently owned, leased owned and used; and (iii) to perform its obligations under all Contracts by which it is bound. (c) Each of the Acquired Corporations is qualified to do business as a foreign corporation, and is in good standing, under the laws of all jurisdictions where the nature of its business requires such qualification except in jurisdictions where the failure to so qualify, individually and in the aggregate, would not have a Material Adverse Effect. (d) 5.1.2. The Company has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name Sequana Therapeutics"iMedeon" or "Future Horizons". 5.1.3. The Company is not and has not been required to be qualified, Inc.authorized, registered or licensed to do business as a foreign corporation in any jurisdiction, except where the failure to be so qualified, authorized, registered or licensed has not had and in will not have a Material Adverse Effect on the case Company. 5.1.4. Part 5.1.4 of the Disclosure Schedule accurately sets forth (i) the names of the members of the Company's Subsidiariesboard of directors, other than (ii) the names Nemapharmof the members of each committee of the Company's board of directors, Inc.and (iii) the names and titles of the Company's officers. 5.1.5. The Company does not own, Genescapedirectly or indirectly, Inc. any controlling interest in any entity and GeneCore Biotechnologiesthe Company has never owned, Inc.beneficially or otherwise, any shares or other securities of, or any direct or indirect equity interest in, any entity (a "Subsidiary"). Each of the Subsidiaries is duly organized, validly existing and in good standing under the laws of the state of its incorporation and has all requisite corporate power and authority to conduct its business in the manner in which its business is currently being conducted and to own and use its assets in the manner in which its assets are currently owned and used. The Company owns, beneficially and of record, all of the issued and outstanding share capital of each Subsidiary and all rights thereto free and clear of liens, claims, charges and other encumbrances and all rights, options to purchase, proxies, voting agreements, calls or commitments of every kind. The Company has not agreed and is not obligated to make any future investment in or capital contribution to the Subsidiaries or any entity. The Company has not guaranteed and is not responsible or liable for any obligation of the Subsidiaries or any of the entities in which it owns or has owned any equity interest. All issued and outstanding share capital of each Subsidiary was duly authorized and is validly issued and outstanding, fully paid and non-assessable.

Due Organization; Subsidiaries; Etc. (a) The Company Each of the Acquired Corporations is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation (except, in the case of good standing, for entities organized under the laws of any jurisdiction that does not recognize such concept) and has no Subsidiariesall necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Contracts by which it is bound. (b) Each of the Acquired Corporations is qualified to do business as a foreign corporation, and is in good standing (except for entities organized under the laws of any jurisdiction that does not recognize such concept), under the laws of all jurisdictions where the nature of its business requires such qualification, except where the failure to be so qualified or in good standing, individually or in the aggregate, would not reasonably be expected to have or result in a Company Material Adverse Effect. (c) Exhibit 21.1 of the Company’s Annual Report on Form 10-K for the corporations identified year ended December 31, 2007 (filed with the SEC on February 26, 2008) (the “2007 10-K”) identifies each “significant subsidiary” (as such term is defined in Rule 1.20 of Regulation S-X promulgated by the SEC) of the Company Disclosure Schedule; and neither the Company nor any indicates its jurisdiction of organization. None of the other corporations identified in the Company Disclosure Schedule Acquired Corporations owns any capital stock of, or any equity interest of any nature in, any other Entity, other than the Entities identified in Exhibit 21.1 of the Company 2007 10-K and in Part 2.1(c) of the Disclosure Schedule. (The Company and each of its Subsidiaries are referred to collectively in this Agreement as the "Acquired Corporations".) Except as set forth in the Company Disclosure Schedule, none None of the Acquired Corporations has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Except as set forth in the Company Disclosure Schedule, none of Entity (other than investments or capital contributions to or among the Acquired Corporations has, at any time, been a general partner of any general partnership, limited partnership or other EntityCorporations). (b) Each of the Acquired Corporations is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own, lease and use its assets in the manner in which its assets are currently owned, leased and used; and (iii) to perform its obligations under all Contracts by which it is bound. (c) Each of the Acquired Corporations is qualified to do business as a foreign corporation, and is in good standing, under the laws of all jurisdictions where the nature of its business requires such qualification except in jurisdictions where the failure to so qualify, individually and in the aggregate, would not have a Material Adverse Effect. (d) The Company has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name Sequana Therapeutics, Inc., and in the case of the Company's Subsidiaries, other than the names Nemapharm, Inc., Genescape, Inc. and GeneCore Biotechnologies, Inc.

Due Organization; Subsidiaries; Etc. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of Delaware and has no Subsidiaries, except for all necessary corporate power and authority: (i) to conduct its business in the corporations identified manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Contracts by which it is bound. (b) Part 3.1(b) of the Company Disclosure Schedule; Schedule identifies each Subsidiary of the Company and neither indicates its jurisdiction of organization. Neither the Company nor any of the other corporations identified in the Company Disclosure Schedule its Subsidiaries owns any capital stock of, or any equity interest of, or any equity interest of any nature in, any other Entity, other than the Entities identified in Part 3.1(b) of the Company Disclosure Schedule. (The Company and each of its Subsidiaries are referred to collectively in this Agreement as the "Acquired Corporations".) Except as set forth in the Company Disclosure Schedule, none None of the Acquired Corporations has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Except as set forth in the Company Disclosure Schedule, none of the Acquired Corporations has, at any time, been a general partner of any general partnership, limited partnership or other Entity. (bc) Each of the Acquired Corporations Subsidiary is a corporation an Entity duly organized, validly existing and in good standing (or in compliance with any comparable concept in the applicable jurisdictions) under the laws of the jurisdiction of its incorporation organization, and has all necessary organizational power and authority: : (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own, lease own and use its properties and assets in the manner in which its such properties and assets are currently owned, leased owned and used; and (iii) to perform its obligations under all Contracts by which it is bound. (cd) Each of the Acquired Corporations is qualified or licensed to do business as a foreign corporationEntity, and is in good standing, under the laws of all jurisdictions in each jurisdiction where the nature of its business requires such qualification or licensing, except in jurisdictions where the failure to be so qualifyqualified, licensed or in good standing, individually and or in the aggregate, would not reasonably be likely to have a Material Adverse Effect. (d) The Company has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name Sequana Therapeutics, Inc., and in the case of the Company's Subsidiaries, other than the names Nemapharm, Inc., Genescape, Inc. and GeneCore Biotechnologies, Inc.

Due Organization; Subsidiaries; Etc. (a) The Company has no Subsidiaries, except for the corporations identified in the Company Disclosure Schedule; and neither the Company nor any of the other corporations identified in the Company Disclosure Schedule owns any capital stock of, or any equity interest of any nature in, any other Entity, other than the Entities identified in the Company Disclosure Schedule. (The Company and each of its Subsidiaries are referred to collectively in this Agreement as the "Acquired Corporations".) Except as set forth in the Company Disclosure Schedule, none Each of the Acquired Corporations has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Except as set forth in the Company Disclosure Schedule, none of the Acquired Corporations has, at any time, been a general partner of any general partnership, limited partnership or other Entity. (b) Each of the Acquired Corporations is a corporation duly organized, and is validly existing and in good standing under the laws of the jurisdiction of its incorporation incorporation, has full power (corporate and has all necessary power other) and authority: : (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own, lease own and use its assets in the manner in which its assets are currently owned, leased owned and used; and (iii) to perform its obligations under all material Contracts by which it is bound. (c. Except as set forth in Part 2.1(b) Each of the Disclosure Schedule, none of the Acquired Corporations is qualified to do business as a foreign corporation, and is in good standing, under the laws of all jurisdictions where the nature of its business requires such qualification except in jurisdictions where the failure to so qualify, individually and in the aggregate, would not have a Material Adverse Effect. (d) The Company has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than its respective corporate name as set forth in this Agreement. Each of the name Sequana Therapeutics, Inc.Acquired Corporations is qualified to do business as a foreign corporation, and is in good standing, under the case laws of all jurisdictions where the property owned, leased or operated by it or the nature of its business requires such qualification and where the failure to be so qualified would have a Material Adverse Effect on such Acquired Corporation. Part 2.1(c) of the Company's Subsidiaries, other than Disclosure Schedule accurately sets forth each jurisdiction where each Acquired Corporation is qualified to do business. Part 2.1(d) of the Disclosure Schedule accurately sets forth: (i) the names Nemapharmof the members of the board of directors of each of the Acquired Corporations; (ii) the names of the members of each committee of the board of directors of each of the Acquired Corporations; and (iii) the names and titles of the officers of each of the Acquired Corporations. The Company owns, Inc.of record and beneficially, Genescape100% of the issued and outstanding shares of capital stock of each of the other Acquired Corporations. None of the Acquired Corporations has ever owned, Inc. beneficially or otherwise, any shares of other securities, of, or any direct or indirect equity interest in, any Entity. The Company has not agreed and GeneCore Biotechnologies, Inc.is not obligated to make any future investment in or capital contribution to any Entity. The Company has not guaranteed and is not responsible or liable for any obligation of any Entity.

Due Organization; Subsidiaries; Etc. (a) The Company Each of Arrow, OncoGenex Technologies Inc., a company incorporated under the federal laws of Canada and wholly-owned Subsidiary of Arrow (“OTI”), and Merger Subs is a corporation duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used and (iii) to perform its obligations under all Contracts by which it is bound. Since the date of its incorporation, each of the Merger Subs has not engaged in any activities other than in connection with or as contemplated by this Agreement. (b) Arrow and OTI are licensed or qualified to do business, and are in good standing, under the laws of all jurisdictions where the nature of their business requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have an Arrow Material Adverse Effect. (c) Arrow has no Subsidiaries, except for the corporations identified in the Company Disclosure ScheduleMerger Subs and OTI; and neither the Company nor any of the other corporations identified in the Company Disclosure Schedule owns Arrow does not own any capital stock of, or any equity interest of any nature in, any other Entity, other than the Entities identified in the Company Disclosure ScheduleMerger Subs and OTI. (The Company and each of its Subsidiaries are referred to collectively in this Agreement as the "Acquired Corporations".) Except as set forth in the Company Disclosure Schedule, none of the Acquired Corporations Arrow has not agreed or nor is obligated to make, or nor is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Except as set forth in the Company Disclosure Schedule, none of the Acquired Corporations hasArrow has not, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity. (b) Each of the Acquired Corporations is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own, lease and use its assets in the manner in which its assets are currently owned, leased and used; and (iii) to perform its obligations under all Contracts by which it is bound. (c) Each of the Acquired Corporations is qualified to do business as a foreign corporation, and is in good standing, under the laws of all jurisdictions where the nature of its business requires such qualification except in jurisdictions where the failure to so qualify, individually and in the aggregate, would not have a Material Adverse Effect. (d) The Company has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name Sequana Therapeutics, Inc., and in the case of the Company's Subsidiaries, other than the names Nemapharm, Inc., Genescape, Inc. and GeneCore Biotechnologies, Inc.

Due Organization; Subsidiaries; Etc. (a) The Company has no Subsidiaries, except for the corporations identified in the Company Disclosure Schedule; is duly organized and neither the Company nor any of the other corporations identified in the Company Disclosure Schedule owns any capital stock of, or any equity interest of any nature in, any other Entity, other than the Entities identified in the Company Disclosure Schedule. (The Company and each of its Subsidiaries are referred to collectively in this Agreement as the "Acquired Corporations".) Except as set forth in the Company Disclosure Schedule, none of the Acquired Corporations has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Except as set forth in the Company Disclosure Schedule, none of the Acquired Corporations has, at any time, been a general partner of any general partnership, limited partnership or other Entity. (b) Each of the Acquired Corporations is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction State of its incorporation and Israel. The Company has all necessary requisite corporate power and authority: (i) authority to conduct its business in the manner in which its business is currently being conducted; (ii) conducted and to own, lease own and use its assets in the manner in which its assets are currently owned, leased owned and used; and (iii) to perform its obligations under all Contracts by which it is bound. (cb) Each Except as set forth in Part 2.1 of the Acquired Corporations is qualified to do business as a foreign corporationDisclosure Schedule, and is in good standing, under the laws of all jurisdictions where the nature of its business requires such qualification except in jurisdictions where the failure to so qualify, individually and in the aggregate, would not have a Material Adverse Effect. (d) The Company has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name Sequana Therapeutics"Ultracom Communications Holdings (1995) Ltd." (c) The Company is not and has not been required to be qualified, Inc.authorized, registered or licensed to do business as a foreign corporation in any jurisdiction, except where the failure to be so qualified, authorized, registered or licensed has not had and in will not have a Material Adverse Effect on the case Company. (d) Part 2.1 of the Disclosure Schedule accurately sets forth (i) the names of the members of the Company's board of directors, (ii) the names of the members of each committee of the Company's board of directors, and (iii) the names and titles of the Company's officers. (e) The Company has two subsidiaries (the "Subsidiaries") both of which are wholly owned by the Company: (i) Ultracom Communications (Israel) Ltd. (the "Israeli Subsidiary"), a private Company duly incorporated and organized and validly existing under the laws of the State of Israel, and (ii) Ultracom Communications Inc. (the "Delaware Subsidiary"), a Delaware corporation duly incorporated and organized and validly existing and in good standing under the laws of Delaware. (f) Ultracom Communications (Israel) Ltd. has not been active since the end of fiscal year 1998, and all of its activities and rights and obligations have been assigned to the Company. (g) Except for the Subsidiaries, the Company does not own any controlling interest in any Entity and the Company has never owned, beneficially or otherwise, any shares or other than securities of, or any direct or indirect equity interest in, any Entity. The Company has not agreed and is not obligated to make any future investment in or capital contribution to any Entity. The Company has not guaranteed and is not responsible or liable for any obligation of any of the names Nemapharm, Inc., Genescape, Inc. and GeneCore Biotechnologies, Inc.Entities in which it owns or has owned any equity interest.

Due Organization; Subsidiaries; Etc. (a) The Company has no Subsidiaries, except for the ONCE and ISI are corporations identified in the Company Disclosure Schedule; and neither the Company nor any of the other corporations identified in the Company Disclosure Schedule owns any capital stock of, or any equity interest of any nature in, any other Entity, other than the Entities identified in the Company Disclosure Schedule. (The Company and each of its Subsidiaries are referred to collectively in this Agreement as the "Acquired Corporations".) Except as set forth in the Company Disclosure Schedule, none of the Acquired Corporations has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Except as set forth in the Company Disclosure Schedule, none of the Acquired Corporations has, at any time, been a general partner of any general partnership, limited partnership or other Entity. (b) Each of the Acquired Corporations is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction State of its incorporation Nevada and has all necessary the laws of the State of Delaware, respectively, with the corporate power and authority: (i) authority to conduct its carry on their business in the manner in which its business is as now being conducted and as currently being proposed to be conducted; (ii) to own, lease and use its assets in the manner in which its assets are currently owned, leased and used; and (iii) to perform its obligations under all Contracts by which it is bound. (cb) Each of the Acquired Corporations is qualified to do business as a foreign corporation, and is in good standing, under the laws of all jurisdictions where the nature of its business requires such qualification except in jurisdictions where the failure to so qualify, individually and in the aggregate, would not have a Material Adverse Effect. (d) The Company Neither ONCE nor ISI has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name Sequana Therapeutics"One E-Commerce Corporation," or "Islet Sciences, Inc.," as applicable. (c) ONCE and ISI are not and have not been required to be qualified, and authorized, registered or licensed to do business as a foreign corporation in the case of the Company's Subsidiaries, any jurisdiction other than the jurisdictions identified in Part 3.l(c) of the ONCE Disclosure Schedule, except where the failure to be so qualified, authorized, registered or licensed has not had, and would not be reasonably expected to have, a ONCE Material Adverse Effect. ONCE and ISI are each in good standing as a foreign corporation in each of the jurisdictions identified in Part 3.1(c) of the ONCE Disclosure Schedule. (d) Part 3.1(d) of the ONCE Disclosure Schedule accurately sets forth (i) the names Nemapharmof the members of the board of directors of each of ONCE and ISI, Inc.(ii) the names of the members of each committee of the board of directors of each of ONCE and ISI, Genescapeand (iii) the names and titles of officers of each of ONCE and ISI. (e) ONCE has no subsidiaries other than ISI, Inc. and GeneCore Biotechnologiesa wholly-owned subsidiary of ONCE. ISI has no subsidiaries. (f) Neither ONCE nor ISI owns any controlling interest in any Entity, Inc.except for ONCE’s ownership in ISI. Neither ONCE nor ISI has agreed nor is it obligated to make any future investment in or capital contribution to any Entity. Neither ONCE nor ISI has ever approved, or commenced any proceeding or made any election contemplating, the dissolution or liquidation of ONCE's or ISI’s business or affairs. (g) ONCE is not an "issuing corporation" as that term is defined in the Revised Statutes of the State of Nevada.

Due Organization; Subsidiaries; Etc. (a) The Company has no Subsidiaries, except for the corporations identified in the Company Disclosure Schedule; and neither the Company nor any of the other corporations identified in the Company Disclosure Schedule owns any capital stock of, or any equity interest of any nature in, any other Entity, other than the Entities identified in the Company Disclosure Schedule. (The Company and each of its Subsidiaries are referred to collectively in this Agreement as the "Acquired Corporations".) Except as set forth in the Company Disclosure Schedule, none of the Acquired Corporations has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Except as set forth in the Company Disclosure Schedule, none of the Acquired Corporations has, at any time, been a general partner of any general partnership, limited partnership or other Entity. (b) Each of the Acquired Corporations is a corporation (as defined below) has been duly organized, and is validly existing and in good standing under the laws of the jurisdiction of its incorporation incorporation, has full power (corporate and has all necessary power other) and authority: : (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own, lease own and use its assets in the manner in which its assets are currently owned, leased owned and used; and (iii) to perform its obligations under all material Contracts by which it is bound. (c) . Each of the Acquired Corporations is qualified to do business as a foreign corporation, and is in good standing, under the laws of all jurisdictions where the nature of its business requires such qualification except in jurisdictions where the failure to so qualify, individually and in the aggregate, would not have a Material Adverse Effect. (d) The Company has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than . Each of the name Sequana Therapeutics, Inc.Acquired Corporations is qualified to do business as a foreign corporation, and is in good standing, under the case laws of all jurisdictions where the property owned, leased or operated by it or the nature of its business requires such qualification and where the failure to be so qualified would have a Material Adverse Effect on such Acquired Corporation. Each of the Acquired Corporations is in possession of and operating in compliance with all Governmental Authorizations that are material to the conduct of its business, all of which are valid and in full force and effect. Part 2.1(d) of the Disclosure Schedule accurately sets forth (i) the names of the members of the Company's Subsidiariesboard of directors, (ii) the names of the members of each committee of the Company's board of directors, and (iii) the names and titles of the Company's officers. The Company has no subsidiaries (as defined below) other than OnLink Europe Ltd., a company organized under the names Nemapharmlaw of England and Wales (the "Subsidiary"). The Company directly owns 100% of the issued and outstanding stock of the Subsidiary. Other than the Company's equity ownership in the Subsidiary as set forth above, Inc.none of the Acquired Corporations has any equity or other interest in any Entity (as defined below). As used in this Agreement, Genescapethe word "subsidiary" means any Entity of which the Company directly or indirectly owns 50% or more of the equity or that the Company directly or indirectly controls. The Company has not agreed and is not obligated to make any future investment in or capital contribution to any Entity, Inc. including, without limitation, the Subsidiary. The Company has not guaranteed and GeneCore Biotechnologiesis not responsible or liable for any material obligation of any of the Entities, Inc.including, without limitation, the Subsidiary, in which it owns or has owned any equity or other interest.

Due Organization; Subsidiaries; Etc. (a) The Company has no Subsidiaries, Subsidiaries except for the corporations identified in the Company Disclosure Schedule; and neither the Company nor any of the other corporations identified in the Company Disclosure Schedule owns any capital stock of, or any equity interest of any nature in, any other Entity, other than the Entities identified in Part 2.1(a) of the Company Disclosure Schedule. (The Company and each of its Subsidiaries are referred to collectively in this Agreement as the "Acquired Corporations".) Except as set forth in the Company Disclosure Schedule, none of the Acquired Corporations has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Except as set forth in the Company Disclosure Schedule, none of the Acquired Corporations has, at any time, been a general partner of any general partnership, limited partnership or other Entity. (b) Each of the Acquired Corporations is a corporation duly organized, organized validly existing and in good standing under the laws of the jurisdiction of its incorporation (each of which is set forth in Part 2.1(a) of the Company Disclosure Schedule) and has all necessary corporate power and authority: : (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own, lease own and use its assets in the manner in which its assets are currently owned, leased owned and used; and (iii) to materially perform its obligations under all Contracts by which it is boundCompany Contracts. (c) Each of the Acquired Corporations is qualified to do business as a foreign corporation, and is in good standing, under the laws of all jurisdictions where the nature of its business requires such qualification except in jurisdictions where the failure to so qualify, individually and in the aggregate, would not have a Material Adverse Effect. (db) The Company and each of its Subsidiaries has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, except as set forth in Part 2.1(b) of the Company Disclosure Schedule. (c) The Company and each of its Subsidiaries is not and has not been required to be qualified, authorized, registered or licensed to do business as a foreign corporation in any jurisdiction other than the name Sequana Therapeuticsjurisdictions identified in Part 2.1(c) of the Company Disclosure Schedule. The Company and each of its Subsidiaries is in good standing as a foreign corporation in each of the jurisdictions identified in Part 2.1(c) of the Company Disclosure Schedule. (d) Part2.1(d) of the Company Disclosure Schedule accurately sets forth (i) the names of the members of the board of directors of the Company and each of its Subsidiaries, Inc., and in (ii) the case names of the members of each committee of the Company's ’s and each of its Subsidiaries’ board of directors, other than and (iii) the names Nemapharmand titles of the Company’s and each of its Subsidiaries’ officers. (e) Neither the Company nor any of its Subsidiaries owns any controlling interest in any Entity and, Inc.except for the financial interests identified in Part 2.1 (e) of the Company Disclosure Schedule, Genescapeneither the Company nor any of its Subsidiaries has owned, Inc. and GeneCore Biotechnologiesbeneficially or otherwise, Inc.within the previous five years, any shares or other securities of, or any direct or indirect equity or other financial interest in, any Entity. Except as set forth in Part 2.1 (e) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has agreed or is obligated to make any future investment in or capital contribution to any Entity. Neither the Company nor any of its Subsidiaries has guaranteed or is responsible or liable for any obligation of any of the Entities in which it owns or has owned any equity or other financial interest. None of the Company, any of its Subsidiaries or any of their respective shareholders has ever approved, or commenced any proceeding or made any election contemplating, the dissolution or liquidation of the Company’s or any of its Subsidiaries’ business or affairs.

Due Organization; Subsidiaries; Etc. (a) The Company has no Subsidiaries, except for the corporations Entities identified in Part 2.1(a)(i) of the Company Disclosure Schedule; and neither the Company nor any of the other corporations Entities identified in Part 2.1(a)(i) of the Company Disclosure Schedule owns any capital stock of, or any equity interest of any nature in, any other Entity, other than the Entities identified in Part 2.1(a)(ii) of the Company Disclosure Schedule. (The Company and each of its Subsidiaries are referred to collectively in this Agreement as the "Acquired Corporations.".) Except as set forth in the Company Disclosure Schedule, none None of the Acquired Corporations has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Except as set forth in the Company Disclosure Schedule, none None of the Acquired Corporations has, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity. (b) Each of the Acquired Corporations is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own, lease own and use its assets in the manner in which its assets are currently owned, leased owned and used; and (iii) to perform its obligations under all Contracts by which it is bound. (c) Each of the Acquired Corporations is qualified to do business as a foreign corporation, and is in good standing, under the laws of all jurisdictions where the nature of its business requires such qualification except in jurisdictions and where the failure to be so qualify, individually and in the aggregate, qualified would not reasonably be expected to have a Material Adverse EffectEffect on the Acquired Corporations. (d) The Company has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name Sequana Therapeutics, Inc., and in the case of the Company's Subsidiaries, other than the names Nemapharm, Inc., Genescape, Inc. and GeneCore Biotechnologies, Inc.

Due Organization; Subsidiaries; Etc. (a) The All Subsidiaries of the Company has no Subsidiaries, except for the corporations identified in are set forth and described on Part 2.1(a) of the Company Disclosure Schedule; and neither the Company nor any . Except as set forth on Part 2.1(a) of the other corporations identified in the Company Disclosure Schedule owns Schedule: (i) the Company has no Subsidiaries and the Company does not own any capital stock of, or any equity interest of any nature in, any other Entity, other than the Entities identified in ; (ii) the Company Disclosure Schedule. (The Company has not agreed and each of its Subsidiaries are referred to collectively in this Agreement as the "Acquired Corporations".) Except as set forth in the Company Disclosure Schedule, none of the Acquired Corporations has agreed or is not obligated to make, or nor is it bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Except as set forth in ; and (iii) the Company Disclosure Schedule, none of the Acquired Corporations hashas not, at any time, been a general partner of any general partnership, limited partnership or other Entity. (b) Each The Company and each of the Acquired Corporations is a corporation its Subsidiaries are duly organized, organized and validly existing and in good standing under the laws of the jurisdiction state of its incorporation and has have all necessary power and authority: : (i) to conduct its their business in the manner in which its their business is currently being conducted; (ii) to own, lease own and use its their assets in the manner in which its their assets are currently owned, leased owned and used; and (iii) to perform its their obligations under all Contracts by which it is they are bound. (c) Each of the Acquired Corporations Company and its Subsidiaries is qualified to do business as a foreign corporation, and is in corporate and tax good standing, under the laws of all jurisdictions where the nature of its business requires such qualification except in jurisdictions where the failure to so qualify, individually and in the aggregate, would not have a Material Adverse Effectqualification. (d) The Except as disclosed in Part 2.1(d) of the Company has not conducted any business under or otherwise usedDisclosure Schedule, for any purpose or in any jurisdictionthere are no shareholder agreements, any fictitious nameregistration rights agreements, assumed name, trade name voting trusts or other name, other than agreements or understandings to which the name Sequana Therapeutics, Inc., and in Company or any Subsidiary is a party or to which the case Company or any Subsidiary is bound relating to the voting or registration of any shares of capital stock of the Company's Subsidiaries, other than the names Nemapharm, Inc., Genescape, Inc. and GeneCore Biotechnologies, Inc.Company or any Subsidiary thereof.

Due Organization; Subsidiaries; Etc. (a) The Company has no Subsidiaries, except for the corporations identified in Section 3.01 of the Company Disclosure Schedule; and neither Letter (which, together with the Company, constitute all of the Acquired Corporations). Neither the Company nor any of the other corporations identified in the Company Disclosure Schedule Acquired Corporations owns any capital stock or Equity Securities of, or any equity interest of any nature in, any other EntityPerson, other than the Entities except as identified in Section 3.01 of the Company Disclosure ScheduleLetter. (The Company and each of its Subsidiaries are referred to collectively in this Agreement as the "Acquired Corporations".) Except as set forth disclosed in Section 3.01 of the Company Disclosure ScheduleLetter, none of the Acquired Corporations has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other EntityPerson. Except as set forth in the Company Disclosure ScheduleSince January 1, 1998, none of the Acquired Corporations has, at any time, been a general partner of any general partnership, limited partnership or other EntityPerson. (b) Section 3.01 of the Company Disclosure Letter identifies each of the Acquired Corporations and the jurisdictions in which they were organized. Each of the Acquired Corporations that generate revenue is a corporation or limited liability company duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all necessary power and authority:, (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own, lease own and use its assets in the manner in which its assets are currently owned, leased owned and used; and (iii) to perform its obligations under all Contracts by which it is bound. (c) Section 3.01 of the Company Disclosure Letter identifies each Acquired Corporation that is qualified to do business as a foreign corporation and the jurisdiction or jurisdictions in which each Acquired Corporation is so qualified. Each of the Acquired Corporations that generate revenue is qualified to do business as a foreign corporation, and is in good standingstanding (in jurisdictions that recognize such concept), under the laws of all jurisdictions where the nature of its business requires such qualification except in jurisdictions where the failure qualification, other than such failures to be so qualify, qualified as would not individually and or in the aggregate, would not aggregate reasonably be expected to have a Material Adverse Effect. (d) The Company has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name Sequana Therapeutics, Inc., and in the case of Effect on the Company's Subsidiaries, other than the names Nemapharm, Inc., Genescape, Inc. and GeneCore Biotechnologies, Inc..

Due Organization; Subsidiaries; Etc. (a) The Company has no Subsidiaries, except for the corporations Entities identified in Part ‎3.1‎(a)(i) of the Company Disclosure Schedule; and neither . Neither the Company nor any of the other corporations identified in the Company Disclosure Schedule its Subsidiaries owns any capital stock shares of, or any equity interest of any nature in, any other Entity, other than the Entities identified in Part ‎3.1‎(a)(i) and in Part ‎3.1‎(a)(ii) of the Company Disclosure Schedule. (The Company and each of its Subsidiaries are referred to collectively in this Agreement as the "Acquired Corporations".) Except as set forth in Part ‎3.1‎(a)(iii) of the Company Disclosure Schedule, none of the Acquired Corporations Companies (i) is responsible or liable for any of the liabilities of any Entity referred to in Part ‎3.1‎(a)(ii) of the Company Disclosure Schedule or (ii) has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other EntityEntity other than the Entities identified in Part ‎3.1‎(a)(i). Except as set forth in the Company Disclosure Schedule, none None of the Acquired Corporations Companies has, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity. (b) Each of the Acquired Corporations The Company is a corporation public company duly organized, organized and validly existing and in good standing under the laws of the jurisdiction State of its incorporation Israel, and no proceedings have been commenced to strike the Company from the Registry of Companies maintained by the Companies Registrar. The Company has all necessary power and authority: , and possesses all material governmental franchises, licenses, permits, authorizations and approvals necessary to enable it: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own, lease lease, use or otherwise hold its properties and use its assets in the manner in which its assets are currently owned, leased owned and used; and (iii) to perform its obligations under all Contracts by which it is bound. Each of the Company’s Subsidiaries is duly organized and is validly existing and in good standing (in those jurisdictions where such concept is recognized) under the laws of the jurisdiction of its organization, and has all necessary power and authority, and possesses all material governmental franchises, licenses, permits, authorizations and approvals necessary to enable it: (A) to conduct its business in the manner in which its business is currently being conducted; (B) to own, lease, use or otherwise hold its properties and assets in the manner in which its assets are currently owned and used; and (C) to perform its obligations under all Contracts by which it is bound, except in each case where the failure to be so duly organized or in good standing would not have a Material Adverse Effect on the Acquired Companies. (c) Each of the Acquired Corporations Companies is qualified to do business as a foreign corporation, and is in good standingstanding (in those jurisdictions where such concept is recognized), under the laws of all jurisdictions where the nature of its business requires such qualification except in jurisdictions and where the failure to be so qualify, individually and qualified or in the aggregate, good standing would not have a Material Adverse EffectEffect on the Acquired Companies. A true and complete list of the jurisdictions in which the Company and the Company Subsidiaries are so qualified is set in Part ‎3.1‎(c) of the Company Disclosure Schedule. (d) The Except as set forth in Part ‎3.1‎‎(d) of the Company has Disclosure Schedule, the execution and delivery of this Agreement and the performance by the Company of its obligations hereunder will not conducted give rise to any business right of termination, cancellation or acceleration, or result in a loss of benefit under or otherwise used, for any purpose or in any jurisdiction(including through an automatic termination of such agreement), any fictitious name, assumed name, trade name Contract to which the Company or other name, other than the name Sequana Therapeutics, Inc., and in the case of the Company's Subsidiaries, other than the names Nemapharm, Inc., Genescape, Inc. and GeneCore Biotechnologies, Inc.any Acquired Company is a party.

Due Organization; Subsidiaries; Etc. (a) The Company has no SubsidiariesNeither Parent nor Merger Sub own any shares of capital stock of, or equity interest of any nature in, any Entity except for the corporations identified in Part 3.1(a)(i) of the Company Parent Disclosure Schedule; and neither the Company Parent, Merger Sub nor any of the other corporations identified in Part 3.1(a)(i) of the Company Parent Disclosure Schedule owns any capital stock of, or any equity interest of any nature in, any other Entity, other than the Entities those identified in Part 3.1(a)(ii) of the Company Parent Disclosure Schedule. (The Company and each of its Subsidiaries are referred to collectively in this Agreement as the "Acquired Corporations".) Except as set forth in the Company Disclosure ScheduleNeither Parent nor Merger Sub has agreed, none of the Acquired Corporations has agreed or nor is obligated or bound to make, or is bound by any Contract contract under which it may become obligated obligated, to make, make any future investment in or capital contribution to any other Entity. Except as set forth in the Company Disclosure Schedule, none of the Acquired Corporations Neither Parent nor Merger Sub has, at any time, been a general partner of any general partnership, limited partnership or other Entity. (b) Each of the Acquired Corporations is a corporation Parent and Merger Sub are corporations duly organized, validly existing and in good standing under the laws of the jurisdiction of its their incorporation and each has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own, lease own and use its assets in the manner in which its assets are currently owned, leased owned and used; and (iii) to perform its obligations under all Contracts by which it is bound. Merger Sub was incorporated for purposes of consummating the Merger and has never conducted any business or other activities, except in connection with this Agreement. (c) Each of the Acquired Corporations is Parent and Merger Sub are qualified to do business as a foreign corporation, and is in good standing, under the laws of all jurisdictions where the nature of its business requires such qualification except in jurisdictions and where the failure to be so qualify, individually and in the aggregate, qualified would not have a Material Adverse EffectEffect on Parent or Merger Sub. (d) The Company has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name Sequana Therapeutics, Inc., and in the case of the Company's Subsidiaries, other than the names Nemapharm, Inc., Genescape, Inc. and GeneCore Biotechnologies, Inc.

Due Organization; Subsidiaries; Etc. (a) The Company has no Subsidiaries, except for the corporations Entities identified in Part 2.1(a)(i) of the Company Disclosure Schedule; and neither the Company nor any of the other corporations Entities identified in Part 2.1(a)(i) of the Company Disclosure Schedule owns any capital stock of, or any equity interest of any nature in, any other Entity, other than the Entities identified in Part 2.1(a)(ii) of the Company Disclosure Schedule. (The Company and each of its Subsidiaries are referred to collectively in this Agreement as the "Acquired Corporations.".) Except as set forth in the Company Disclosure Schedule, none None of the Acquired Corporations has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Except as set forth in the Company Disclosure Schedule, none None of the Acquired Corporations has, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity. (b) Each of the Acquired Corporations is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own, lease own and use its assets in the manner in which its assets are currently owned, leased owned and used; and (iii) to perform its obligations under all Contracts by which it is bound. (c) Each of the Acquired Corporations is qualified to do business as a foreign corporation, and is in good standing, under the laws of all jurisdictions where the nature of its business requires such qualification except in jurisdictions and where the failure to be so qualify, individually and in the aggregate, qualified would not reasonably be expected to have a Company Material Adverse Effect. (d) The Company has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name Sequana Therapeutics, Inc., and in the case of the Company's Subsidiaries, other than the names Nemapharm, Inc., Genescape, Inc. and GeneCore Biotechnologies, Inc.

Due Organization; Subsidiaries; Etc. (a) The Company has no Subsidiaries, except for the corporations identified in Part 2.1(a)(i) of the Company Disclosure Schedule; and neither the Company nor any of the other corporations identified in Part 2.1(a)(i) of the Company Disclosure Schedule owns any capital stock of, or any equity interest of any nature in, any other Entity, other than the Entities identified in Part 2.1(a)(ii) of the Company Disclosure Schedule. Schedule (The the Company and each of its Subsidiaries are referred to collectively in this Agreement as the "Acquired Corporations".) ). Except as set forth in Part 2.1(a)(ii) of the Company Disclosure Schedule, none of the Acquired Corporations has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future equity investment (including any investment or other interest that by its terms is or may become convertible, in whole or part, into equity) in or capital contribution to any other Entity. Except as set forth in the Company Disclosure Schedule, none None of the Acquired Corporations has, at any time, been a general partner of any general partnership, limited partnership or other Entity. (b) Each of the Acquired Corporations is a corporation duly organized, validly existing and in good standing (in jurisdictions that recognize such concept) under the laws of the jurisdiction of its incorporation and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own, lease own and use its assets in the manner in which its assets are currently owned, leased owned and used; and (iii) to perform in all material respects its obligations under all Contracts by which it is bound. (c) Each Except as set forth in Part 2.1(c) of the Company Disclosure Schedule, each of the Acquired Corporations is qualified to do business as a foreign corporation, and is in good standingstanding (in jurisdictions that recognize such concept), under the laws of all jurisdictions where the nature of its business requires such qualification except in jurisdictions where the failure to be so qualify, individually qualified does not and in the aggregate, would not have a Material Adverse EffectEffect on the Acquired Corporations. (d) The Company has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name Sequana Therapeutics, Inc., and in the case of the Company's Subsidiaries, other than the names Nemapharm, Inc., Genescape, Inc. and GeneCore Biotechnologies, Inc.

Due Organization; Subsidiaries; Etc. (a) The Company has no Subsidiaries, except for the corporations Entities identified as Subsidiaries in Part 2.1 of the Company Disclosure Schedule; and neither the Company nor any of the other corporations Entities identified in Part 2.1 of the Company Disclosure Schedule owns any capital stock of, or any equity interest of any nature in, any other Entity, other than the Entities identified in Part 2.1 of the Company Disclosure Schedule. (The Company and each of its Subsidiaries are referred to collectively in this Agreement as the "Acquired Corporations.".) Except as set forth in the Company Disclosure Schedule, none None of the Acquired Corporations has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, make any future investment in or capital contribution to any other Entity. Except as set forth in the Company Disclosure Schedule, none None of the Acquired Corporations has, at has guaranteed or become responsible or liable for any time, been a general partner obligation of any general partnership, limited partnership of the Entities in which it owns or other Entity. (b) has owned any equity interest. Each of the Acquired Corporations is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own, lease own and use its assets in the manner in which its assets are currently owned, leased owned and used; and (iii) to perform its obligations under all Contracts by which it is boundAcquired Corporation Contracts. (cb) Each Except as set forth in Part 2.1 of the Disclosure Schedule, none of the Acquired Corporations is qualified to do business as a foreign corporation, and is in good standing, under the laws of all jurisdictions where the nature of its business requires such qualification except in jurisdictions where the failure to so qualify, individually and in the aggregate, would not have a Material Adverse Effect. (d) The Company has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name Sequana Therapeuticsnames "Oz Technologies, Inc., ," "Oz Tek," "Triple S Engineering" and in the case of the Company's Subsidiaries, other than the names Nemapharm, Inc., Genescape, Inc. and GeneCore Biotechnologies, Inc."TSE."

Due Organization; Subsidiaries; Etc. (a) Each of the Company and its Subsidiaries is a corporation or other legal entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used; and (iii) to perform its obligations under all Contracts by which it is bound. (b) Each of the Company and its Subsidiaries is duly licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the laws of all jurisdictions where the nature of its business requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Company Material Adverse Effect. (c) The Company has no Subsidiaries, except for the corporations Entities identified in Section 2.1(c) of the Company Disclosure Schedule; and neither the Company nor any of the other corporations Entities identified in Section 2.1(c) of the Company Disclosure Schedule owns any capital stock of, or any equity equity, ownership or profit sharing interest of any nature in, or controls directly or indirectly, any other Entity, Entity other than the Entities identified in Section 2.1(c) of the Company Disclosure Schedule. (The Neither the Company and each nor any of its Subsidiaries are referred to collectively is and or has otherwise been, directly or indirectly, a party to, member of or participant in this Agreement as the "Acquired Corporations".) Except as set forth in any partnership, joint venture or similar business entity. Neither the Company Disclosure Schedule, none nor any of the Acquired Corporations its Subsidiaries has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Except as set forth in Neither the Company Disclosure Schedule, none nor any of the Acquired Corporations its Subsidiaries has, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity. (b) Each of the Acquired Corporations is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own, lease and use its assets in the manner in which its assets are currently owned, leased and used; and (iii) to perform its obligations under all Contracts by which it is bound. (c) Each of the Acquired Corporations is qualified to do business as a foreign corporation, and is in good standing, under the laws of all jurisdictions where the nature of its business requires such qualification except in jurisdictions where the failure to so qualify, individually and in the aggregate, would not have a Material Adverse Effect. (d) The Company has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name Sequana Therapeutics, Inc., and in the case of the Company's Subsidiaries, other than the names Nemapharm, Inc., Genescape, Inc. and GeneCore Biotechnologies, Inc.

Due Organization; Subsidiaries; Etc. (a) The Company has no Subsidiaries, except for the corporations identified in the Company Disclosure Schedule; and neither the Company nor any of the other corporations identified in the Company Disclosure Schedule owns any capital stock of, or any equity interest of any nature in, any other Entity, other than the Entities identified in the Company Disclosure Schedule. (The Company and each of its Subsidiaries are referred to collectively in this Agreement as the "Acquired Corporations".) Except as set forth in the Company Disclosure Schedule, none of the Acquired Corporations has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Except as set forth in the Company Disclosure Schedule, none of the Acquired Corporations has, at any time, been a general partner of any general partnership, limited partnership or other Entity. (b) Each of the Acquired Corporations is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction State of its incorporation California and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own, lease own and use its assets in the manner in which its assets are currently owned, leased owned and used; and (iii) to perform its obligations under all Contracts by which it is boundCompany Contracts. (cb) Each Except as set forth in Part 2.1(b) of the Acquired Corporations is qualified to do business as a foreign corporationCompany Disclosure Schedule, and is in good standing, under the laws of all jurisdictions where the nature of its business requires such qualification except in jurisdictions where the failure to so qualify, individually and in the aggregate, would not have a Material Adverse Effect. (d) The Company has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name Sequana Therapeutics"ViewStar Corporation." (c) The Company is not and has not been required to be qualified, Inc.authorized, and registered or licensed to do business as a foreign corporation in the case of the Company's Subsidiaries, any jurisdiction other than the names Nemapharmjurisdictions identified in Part 2.1(c) of the Company Disclosure Schedule, Inc.except where the failure to be so qualified, Genescapeauthorized, Inc. registered or licensed has not had and GeneCore Biotechnologieswill not have a Material Adverse Effect on the Company. The Company is in good standing as a foreign corporation in each of the jurisdictions identified in Part 2.1(c) of the Company Disclosure Schedule. (d) The Company does not own any controlling interest in any Entity and the Company has never owned, Inc.beneficially or otherwise, any shares or other securities of, or any direct or indirect equity interest in, any Entity. The Company has not agreed and is not obligated to make any future investment in or capital contribution to any Entity. The Company has not guaranteed and is not responsible or liable for any obligation of any of the Entities in which it owns or has owned any equity interest.

Due Organization; Subsidiaries; Etc. (a) The Company has no Subsidiaries, except for the corporations identified in nor does the Company Disclosure Schedule; and neither the Company nor any of the other corporations identified in the Company Disclosure Schedule owns own any capital stock of, or any equity interest of any nature in, any other Entity, other than the Entities identified in the Company Disclosure Schedule. (The Company and each of its Subsidiaries are referred to collectively in this Agreement as the "Acquired Corporations".) Except as set forth in the Company Disclosure Schedule, none of the Acquired Corporations has not agreed or nor is it obligated to make, or nor is it bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Except as set forth in the The Company Disclosure Scheduleis not now, none of the Acquired Corporations has, nor has it at any time, time been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity. (b) Each of the Acquired Corporations The Company is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own, lease own and use its assets in the manner in which its assets are currently owned, leased owned and used; and (iii) to perform its obligations under all Contracts by which it is bound. (c) Each of the Acquired Corporations The Company is qualified to do business as a foreign corporation, and is in good standing, under the laws of all jurisdictions set forth in Part 2.1(c) of the Company Disclosure Schedule, which represent all jurisdictions where the nature of its business requires such qualification except in jurisdictions where the failure to so qualify, individually and in the aggregate, qualify would not have a Material Adverse Effect. (d) The Except as set forth in Part 2.1(d) of the Company Disclosure Schedule, the Company has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, name other than its corporate name. (e) Part 2.1(e) of the name Sequana Therapeutics, Inc., and in Company Disclosure Schedule accurately sets forth (i) the case names of the members of the Company's Subsidiariesboard of directors, other than (ii) the names Nemapharm, Inc., Genescape, Inc. of the members of each committee of the Company's board of directors and GeneCore Biotechnologies, Inc.(iii) the names and titles of the Company's officers.

Due Organization; Subsidiaries; Etc. (a) The Company has no Subsidiaries, except for the corporations Entities identified in Part 3.1(a)(i) of the Company Disclosure Schedule; and neither . Neither the Company nor any of the other corporations identified in the Company Disclosure Schedule its Subsidiaries owns any capital stock shares of, or any equity interest of any nature in, any other Entity, other than the Entities identified in Part 3.1(a)(i) and in Part 3.1(a)(ii) of the Company Disclosure Schedule. (The Company and each of its Subsidiaries are referred to collectively in this Agreement as the "Acquired Corporations".) Except as set forth in Part 3.1(a)(iii) of the Company Disclosure Schedule, none of the Acquired Corporations Companies (i) is responsible or liable for any of the liabilities of any Entity referred to in Part 3.1(a)(ii) of the Company Disclosure Schedule or (ii) has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other EntityEntity other than the Entities identified in Part 3.1(a)(i). Except as set forth in the Company Disclosure Schedule, none None of the Acquired Corporations Companies has, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity. (b) Each of the Acquired Corporations The Company is a corporation public company duly organized, organized and validly existing and in good standing under the laws of the jurisdiction State of its incorporation Israel, and no proceedings have been commenced to strike the Company from the Registry of Companies maintained by the Companies Registrar. The Company has all necessary power and authority: , and possesses all material governmental franchises, licenses, permits, authorizations and approvals necessary to enable it: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own, lease lease, use or otherwise hold its properties and use its assets in the manner in which its assets are currently owned, leased owned and used; and (iii) to perform its obligations under all Contracts by which it is bound. (c) . Each of the Acquired Corporations Company’s Subsidiaries is qualified to do business as a foreign corporation, duly organized and is validly existing and in good standing, standing (in those jurisdictions where such concept is recognized) under the laws of all jurisdictions where the nature jurisdiction of its organization, and has all necessary power and authority, and possesses all material governmental franchises, licenses, permits, authorizations and approvals necessary to enable it: (A) to conduct its business requires such qualification except in jurisdictions where the failure to so qualify, individually and in the aggregatemanner in which its business is currently being conducted; (B) to own, would not have a Material Adverse Effect. (d) The Company has not conducted any business under lease, use or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name Sequana Therapeutics, Inc., hold its properties and assets in the case of the Company's Subsidiaries, other than the names Nemapharm, Inc., Genescape, Inc. manner in which its assets are currently owned and GeneCore Biotechnologies, Inc.used; and

Due Organization; Subsidiaries; Etc. (a) The Company has no Subsidiaries, except for the corporations identified in the Company Disclosure Schedule; and neither the Company nor any of the other corporations identified in the Company Disclosure Schedule owns any capital stock of, or any equity interest of any nature in, any other Entity, other than the Entities identified in the Company Disclosure Schedule. (The Company and each of its Subsidiaries are referred to collectively in this Agreement as the "Acquired Corporations".) Except as set forth in the Company Disclosure Schedule, none of the Acquired Corporations has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Except as set forth in the Company Disclosure Schedule, none of the Acquired Corporations has, at any time, been a general partner of any general partnership, limited partnership or other Entity. (b) Each of the Acquired Corporations is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the jurisdiction State of its incorporation California and has all necessary corporate power and authority: : (i) to conduct its business in the manner in which its business is currently being conducted and as its business is presently proposed to be conducted; (ii) to own, lease own and use its assets in the manner in which its assets are currently owned, leased owned and used; and (iii) to perform its obligations under all Contracts by which it is boundCompany Contracts. (b) The Company has conducted business in the United States and abroad under names other than AL Global and/or Youngevity. (c) Each of the Acquired Corporations The Company is qualified not and has not been required to be qualified, authorized, registered or licensed to do business as a foreign corporationcorporation in any jurisdiction other than the jurisdictions identified in Part 2.1(c) of the Company Disclosure Schedule, and is in good standing, under the laws of all jurisdictions where the nature of its business requires such qualification except in jurisdictions where the failure to be so qualifyqualified, authorized, registered or licensed, individually and or in the aggregate, has not had, and would not have reasonably be expected to have, a Company Material Adverse Effect. The Company is in good standing as a foreign corporation in each of the jurisdictions identified in Part 2.1(c) of the Company Disclosure Schedule. (d) Part 2.1(d) of the Company Disclosure Schedule accurately sets forth (i) the names of the members of the board of directors of the Company, (ii) the names of the members of each committee of the board of directors of the Company and (iii) the names and titles of the officers of the Company. (e) The Company has no Subsidiaries except for the Entities identified in Part 2.1(e) of the Company Disclosure Schedule. Except as set forth in Part 2.1(e) of the Company Disclosure Schedule, each Company Subsidiary is duly organized, validly existing and in good standing in its jurisdiction of organization and has the requisite power and authority: (i) to conduct its business in the manner in which its business is currently being conducted and as its business is presently proposed to be conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Company Contracts. Each Company Subsidiary is in good standing as a foreign corporation or other organization in each of the jurisdictions identified in Part 2.1(e) of the Company Disclosure Schedule. Except as set forth in Part 2.1(e) of the Company Disclosure Schedule, the Company owns all of the capital stock of each Company Subsidiary free from liens, encumbrances and defects. There is no: (i) outstanding subscription, option, call, warrant or right (whether or not conducted currently exercisable) to acquire any business shares of capital stock or other securities of any Company Subsidiary; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of capital stock or other securities of any Company Subsidiary; (iii) Contract under which any Company Subsidiary is or may become obligated to sell or otherwise usedissue any shares of its capital stock or any other securities of any Company Subsidiary; or (iv) condition or circumstance that would give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of any Company Subsidiary. No Company Subsidiary has issued any debt securities which grant the holder thereof any right to vote on, for any purpose or in any jurisdictionveto, any fictitious name, assumed name, trade name or other name, other than the name Sequana Therapeutics, Inc., and in the case action of the Company's Subsidiaries, other than the names Nemapharm, Inc., Genescape, Inc. and GeneCore Biotechnologies, Inc.any Company Subsidiary.

Due Organization; Subsidiaries; Etc. (a) The Company has no Subsidiaries, except for the corporations identified in the Company Disclosure Schedule; and neither the Company nor any of the other corporations identified in the Company Disclosure Schedule owns any capital stock of, or any equity interest of any nature in, any other Entity, other than the Entities identified in the Company Disclosure Schedule. (The Company and each of its Subsidiaries are referred to collectively in this Agreement as the "Acquired Corporations".) Except as set forth in the Company Disclosure Schedule, none of the Acquired Corporations has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Except as set forth in the Company Disclosure Schedule, none of the Acquired Corporations has, at any time, been a general partner of any general partnership, limited partnership or other Entity. (b) Each of the Acquired Corporations subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction State of its incorporation Missouri and has all necessary power and authority: (i) authority to conduct its business in the manner in which its business is currently being conducted; (ii) conducted and to own, lease own and use its assets in the manner in which its assets are currently owned, leased owned and used; used and (iii) to perform its obligations under all Contracts by to which it the Company or any of its subsidiaries is bounda party. (cb) Each The Company and each of the Acquired Corporations its subsidiaries is qualified not, and has never been, required to be qualified, authorized, registered or licensed to do business as a foreign corporation, corporation in any jurisdiction other than the jurisdictions identified in Part 2.1 of the Disclosure Schedule. The Company and each of its subsidiaries is in good standingstanding as a foreign corporation in each of the jurisdictions identified in Part 2.1 of the Disclosure Schedule. (c) Part 2.1 of the Disclosure Schedule accurately and completely sets forth as of the date hereof (i) the names of the members of the Company's board of directors, under (ii) the laws names of all jurisdictions where the nature members of its business requires such qualification except in jurisdictions where each committee of the failure to so qualifyCompany's board of directors, individually (iii) the names and in titles of the aggregateCompany's officers, would not have a Material Adverse Effectand (iv) the name of the members of the board of directors, the names of the members of each committee of the board of directors and the names and titles of each of the officers of each of the Company's subsidiaries. (d) The Neither the Company nor any of its respective shareholders has not conducted ever approved, or commenced any business under proceeding or otherwise usedmade any election contemplating, for the dissolution or liquidation of the Company or any purpose of its subsidiaries or in the winding up or cessation of any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name Sequana Therapeutics, Inc., and in the case of the Company's Subsidiariesor any of its subsidiaries' business or affairs. (e) Except as set forth on Part 2.1 of the Disclosure Schedule, the Company has no subsidiaries, and the Company has never owned, beneficially or otherwise, any shares or other than the names Nemapharmsecurities of, Inc.or any direct or indirect interest of any nature in, Genescape, Inc. and GeneCore Biotechnologies, Inc.any Entity.