Common use of General Representations Clause in Contracts

General Representations. Each Party hereby represents and warrants to the other Party as follows: (a) Such Party is a corporation duly organized, validly existing and is in good standing under the laws of the jurisdiction of its incorporation, is qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which the conduct of its business or the ownership of its properties requires such qualification and failure to have such would prevent it from performing its obligations under this Agreement; (b) The execution, delivery and performance by such Party of this Agreement has been duly authorized by all necessary corporate action and do not and will not (i) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to it or any provision of its charter or bylaws; or (ii) conflict with or constitute a default under any other agreement to which such Party is a party; (c) This Agreement has been duly executed and is a legal, valid and binding obligation of such Party, enforceable against it in accordance with the terms and conditions hereof, except as enforceability may be limited by (i) any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditor’s rights generally, or (ii) general principles of equity, whether considered in a proceeding in equity or at law; (d) Such Party is not under any obligation to any person or entity, contractual or otherwise, that is in conflict with the terms of this Agreement, nor shall such Party undertake any such obligation during the Agreement Term; (e) Such Party has obtained all authorizations, consents and approvals, governmental or otherwise, necessary for the execution and delivery of this Agreement, and to otherwise perform such Party’s obligations under this Agreement; (f) Neither Party, nor any of its Affiliates, are a party to, or are otherwise bound by, any oral or written contract that will result in any person or entity obtaining any interest in, or that would give to any Third Party any right to assert any claim in or with respect to, any of such Party’s or the other Party’s rights under this Agreement, other than those restrictions under Hanmi License as expressly stated in this Agreement; and (g) Such Party shall perform its obligations hereunder in accordance with all applicable Laws.

General Representations. Each Party hereby represents and warrants to the other Party as follows: (a) Such Party is a corporation or limited liability company duly organized, validly existing and is in good standing under the laws of the jurisdiction of its incorporationincorporation or formation, is qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which the conduct of its business or the ownership of its properties requires such qualification and failure to have such would prevent it from performing its obligations under this Agreement; (b) The execution, delivery and performance of this Agreement by such Party of this Agreement has been duly authorized by all necessary corporate action and do not and will not (i) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to it or any provision of its charter or bylaws; or (ii) conflict with or constitute a default under any other agreement to which such Party is a party; (c) This Agreement has been duly executed and is a legal, valid and binding obligation of such Party, enforceable against it in accordance with the terms and conditions hereof, except as enforceability may be limited by (i) any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditor’s rights generally, or (ii) general principles of equity, whether considered in a proceeding in equity or at law; (d) Such Party is not under any obligation to any person or entity, contractual or otherwise, that is in conflict with the terms of this Agreement, nor shall such Party undertake any such obligation during the Agreement Term; (e) Such Party has obtained all authorizations, licenses, permits, consents and approvals, governmental or otherwise, necessary for the execution and delivery of this Agreement, and to otherwise perform such Party’s obligations under this Agreement; (f) Neither Party, nor any of its Affiliates, are a party to, or are otherwise bound by, any oral or written contract agreement that will result in any person or entity obtaining any interest in, or that would give to any Third Party any right to assert any claim in or with respect to, any of such Party’s or the other Party’s rights under this Agreement, other than those restrictions under Hanmi License as expressly stated in this Agreement; and (g) Such Party shall perform its obligations hereunder in accordance with all applicable Laws.

General Representations. Each Party hereby represents and warrants to the other Party Party, as of the Effective Date, as follows: (a) Such Party is a corporation an entity duly organized, validly existing and is in good standing under the laws Laws of the jurisdiction of its incorporationincorporation or formation, is qualified to do business and is in good standing as a foreign corporation entity in each jurisdiction in which the conduct of its business or the ownership of its properties requires such qualification and failure to have such would prevent it from performing its obligations under this Agreement;; CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (b) The execution, delivery and performance by such Party of this Agreement has have been duly authorized by all necessary corporate action and do does not and will not (i) violate any provision of any lawLaw, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to it or any provision of its charter or bylawsbylaws or other organizational or governing documents; or (ii) conflict with or constitute a default under any other agreement to which such Party is a party; (c) This Agreement has been duly executed and is a legal, valid and binding obligation of such Party, enforceable against it in accordance with the terms and conditions hereof, except as enforceability may be limited by (i) any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditor’s rights generally, or (ii) general principles of equity, whether considered in a proceeding in equity or at lawLaw; (d) Such Party is not under any obligation to any person or entity, contractual or otherwise, that is in conflict with the terms of this Agreement, nor shall will such Party undertake any such obligation during the Agreement Term; (e) Such Party has obtained all authorizations, consents and approvals, governmental or otherwise, necessary for the execution and delivery of this Agreement, and to otherwise perform such Party’s obligations under this Agreement; (f) Neither Party, nor any of its Affiliates, are a party to, or are otherwise bound by, any oral or written contract that will result in any person or entity Third Party obtaining any interest in, or that would give to any Third Party any right to assert any claim in or with respect to, any of such Party’s or the other Party’s rights under this Agreement; (g) Neither Party, or, to the knowledge of such Party, any Third Party acting by or on behalf of such Party in connection with the manufacture, development or commercialization of the Compound, Product or any Licensed Product has been debarred or is subject to debarment, and neither Party shall knowingly engage or use any Third Party in connection with the of the manufacture, development or commercialization of the Compound, Product or any Licensed Product that has been debarred; each Party agrees to notify the other than those restrictions under Hanmi License as expressly stated Party in this Agreementwriting promptly if it, or if it has knowledge that, any of its licensors or any entity acting on its behalf in any capacity in connection with the manufacture, development or commercialization of the Compound, Product or any Licensed Product, is debarred or becomes the subject of any threatened or pending action, suit, claim, investigation, legal or administrative proceeding relating to debarment; and (gh) Such Party shall perform its obligations hereunder in accordance with all applicable Laws.

General Representations. Each Party hereby represents and warrants to the other Party as follows: (a) Such Party is a corporation duly organized, validly existing and is in good standing under the laws of the jurisdiction of its incorporationincorporation or formation, is qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which the conduct of its business or the ownership of its properties requires such qualification and failure to have such would prevent it from performing its obligations under this Agreement; (b) The execution, delivery and performance of this Agreement by such Party of this Agreement has been duly authorized by all necessary corporate action and do not and will not (i) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to it or any provision of its charter or bylaws; or (ii) conflict with or constitute a default under any other agreement to which such Party is a party; (c) This Agreement has been duly executed and is a legal, valid and binding obligation of such Party, enforceable against it in accordance with the terms and conditions hereof, except as enforceability may be limited by (i) any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditor’s rights generally, or (ii) general principles of equity, whether considered in a proceeding in equity or at law; (d) Such Party is not under any obligation to any person or entity, contractual or otherwise, that is in conflict with the terms of this Agreement, nor shall such Party undertake any such obligation during the Agreement Term; (e) Such Party has obtained all authorizations, licenses, permits, consents and approvals, governmental or otherwise, necessary for the execution and delivery of this Agreement, and to otherwise perform such Party’s obligations under this Agreement; (f) Neither Party, nor any of its Affiliates, are a party to, or are otherwise bound by, any oral or written contract agreement that will result in any person or entity obtaining any interest in, or that would give to any Third Party any right to assert any claim in or with respect to, any of such Party’s or the other Party’s rights under this Agreement, other than those restrictions under Hanmi License as expressly stated in this Agreement; and (g) Such Party shall perform its obligations hereunder in accordance with all applicable Laws.

General Representations. Each Party hereby represents and warrants to the other Party as follows: (a) Such Party is a corporation or limited liability company duly organized, validly existing and is in good standing under the laws of the jurisdiction of its incorporationincorporation or formation, is qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which the conduct of its business or the ownership of its properties requires such qualification and failure to have such would prevent it from performing its obligations under this Agreement; (b) The execution, delivery and performance of this Agreement by such Party of this Agreement has been duly authorized by all necessary corporate action and do not and will not (i) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to it or any provision of its charter chatter or bylaws; or (ii) conflict with or constitute a default under any other agreement to which such Party is a party; (c) This Agreement has been duly executed and is a legal, valid and binding obligation of such Party, enforceable against it in accordance with the terms and conditions hereof, except as enforceability may be limited by (i) any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditor’s rights generally, or (ii) general principles of equity, whether considered in a proceeding in equity or at law; (d) Such Party is not under any obligation to any person or entity, contractual or otherwise, that is in conflict with the terms of this Agreement, nor shall such Party undertake any such obligation during the Agreement Term; (e) Such Party has obtained all authorizations, licenses, permits, consents and approvals, governmental or otherwise, necessary for the execution and delivery of this Agreement, and to otherwise perform such Party’s obligations under this Agreement; (f) Neither Party, nor any of its Affiliates, are a party to, or are otherwise bound by, any oral or written contract agreement that will result in any person or entity obtaining any interest in, or that would give to any Third Party any right to assert any claim in or with respect to, any of such Party’s or the other Party’s rights under this Agreement, other than those restrictions under Hanmi License as expressly stated in this Agreement; and (g) Such Party shall perform its obligations hereunder in accordance with all applicable Laws.

General Representations. Each Party hereby represents and warrants to the other Party Party, as of the Effective Date, as follows: (a) Such Party is a corporation an entity duly organized, validly existing and is in good standing under the laws Laws of the jurisdiction of its incorporationincorporation or formation, is qualified to do business and is in good standing as a foreign corporation entity in each jurisdiction in which the conduct of its business or the ownership of its properties requires such qualification and failure to have such would prevent it from performing its obligations under this Agreement; (b) The execution, delivery and performance by such Party of this Agreement has have been duly authorized by all necessary corporate action and do does not and will not (i) violate any provision of any lawLaw, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to it or any provision of its charter or bylawsbylaws or other organizational or governing documents; or (ii) conflict with or constitute a default under any other agreement to which such Party is a party; (c) This Agreement has been duly executed and is a legal, valid and binding obligation of such Party, enforceable against it in accordance with the terms and conditions hereof, except as enforceability may be limited by (i) any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditor’s rights generally, or (ii) general principles of equity, whether considered in a proceeding in equity or at lawLaw; (d) Such Party is not under any obligation to any person or entity, contractual or otherwise, that is in conflict with the terms of this Agreement, nor shall will such Party undertake any such obligation during the Agreement Term; (e) Such Party has obtained all authorizations, consents and approvals, governmental or otherwise, necessary for the execution and delivery of this Agreement, and to otherwise perform such Party’s obligations under this Agreement; (f) Neither Party, nor any of its Affiliates, are a party to, or are otherwise bound by, any oral or written contract that will result in any person or entity Third Party obtaining any interest in, or that would give to any Third Party any right to assert any claim in or with respect to, any of such Party’s or the other Party’s rights under this Agreement; (g) Neither Party, or, to the knowledge of such Party, any Third Party acting by or on behalf of such Party in connection with the manufacture, development or commercialization of the Compound, Product or any Licensed Product has been debarred or is subject to debarment, and neither Party shall knowingly engage or use any Third Party in connection with the of the manufacture, development or commercialization of the Compound, Product or any Licensed Product that has been debarred; each Party agrees to notify the other than those restrictions under Hanmi License as expressly stated Party in this Agreementwriting promptly if it, or if it has knowledge that, any of its licensors or any entity acting on its behalf in any capacity in connection with the manufacture, development or commercialization of the Compound, Product or any Licensed Product, is debarred or becomes the subject of any threatened or pending action, suit, claim, investigation, legal or administrative proceeding relating to debarment; and (gh) Such Party shall perform its obligations hereunder in accordance with all applicable Laws.

General Representations. Each Party hereby represents and warrants to the other Party as follows: (a) Such Party is a corporation company duly organized, validly existing and is in good standing under the laws of the jurisdiction of its incorporation, is qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which the conduct of its business or the ownership of its properties requires such qualification and failure to have such qualification would prevent it from performing its obligations under this Sublicense Agreement;. (b) The execution, delivery and performance by such Party of this Agreement has been duly authorized by all necessary corporate action and do does not and will not (i) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award Laws presently in effect having applicability to it a Party or any provision of its charter or bylaws; or (ii) conflict with or constitute a default under any other agreement to which such Party is a party;. (c) This Sublicense Agreement has been duly executed and is a legal, valid and binding obligation of such Party, enforceable against it in accordance with the terms and conditions hereof, except as enforceability may be limited by (i) any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditor’s rights generally, or (ii) general principles of equity, whether considered in a proceeding in equity or at law;Law. (d) Such Party is not under any obligation to any person or entity, contractual or otherwise, that is in conflict with the terms of this Agreement, nor shall such Party undertake any such obligation during the Agreement Term; (e) Such Party has obtained all authorizations, consents and approvals, governmental or otherwise, necessary for the execution and delivery of this Sublicense Agreement, and to otherwise perform such Party’s obligations under this Sublicense Agreement;. (fe) Neither Other than the License Agreement, neither Party, nor any of its Affiliates, are a party to, or are otherwise bound by, any oral or written contract that will result in any person or entity Third Party obtaining any interest in, or that would give to any Third Party any right to assert any claim in or with respect to, any of such Party’s or the other Party’s rights under this Sublicense Agreement, other than those restrictions under Hanmi License as expressly stated in this Agreement; and (g) Such Party shall perform its obligations hereunder in accordance with all applicable Laws.

General Representations. Each Party hereby represents and warrants to the other Party as follows: (a) Such Party is a corporation company duly organized, validly existing and is in good standing under the laws of the jurisdiction of its incorporation, is qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which the conduct of its business or the ownership of its properties requires such qualification and failure to have such qualification would prevent it from performing its obligations under this License Agreement;. (b) The execution, delivery and performance by such Party of this Agreement has been duly authorized by all necessary corporate action and do does not and will not (i) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award Laws presently in effect having applicability to it a Party or any provision of its charter or bylaws; or (ii) conflict with or constitute a default under any other agreement to which such Party is a party;. (c) This License Agreement has been duly executed and is a legal, valid and binding obligation of such Party, enforceable against it in accordance with the terms and conditions hereof, except as enforceability may be limited by (i) any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditor’s rights generally, or (ii) general principles of equity, whether considered in a proceeding in equity or at law;Law. (d) Such Party is not under any obligation to any person or entity, contractual or otherwise, that is in conflict with the terms of this Agreement, nor shall such Party undertake any such obligation during the Agreement Term; (e) Such Party has obtained all authorizations, consents and approvals, governmental or otherwise, necessary for the execution and delivery of this License Agreement, and to otherwise perform such Party’s obligations under this License Agreement;. (fe) Neither Party, nor any of its Affiliates, are a party to, or are otherwise bound by, any oral or written contract that will result in any person or entity Third Party obtaining any interest in, or that would give to any Third Party any right to assert any claim in or with respect to, any of such Party’s or the other Party’s rights under this License Agreement, other than those restrictions under Hanmi License as expressly stated in this Agreement; and (g) Such Party shall perform its obligations hereunder in accordance with all applicable Laws.

General Representations. Each Party hereby represents and warrants to the other Party as of the Execution Date as follows: (a) Such Party is a corporation duly organized, validly existing and is in good standing under the laws of the jurisdiction has been represented by independent legal counsel of its incorporationown choosing in connection with this Termination Agreement, is qualified and has had adequate opportunity to do business and is in good standing as a foreign corporation in each jurisdiction in which consult with such counsel prior to the conduct execution of its business or the ownership of its properties requires such qualification and failure to have such would prevent it from performing its obligations under this Termination Agreement;. (b) This Termination Agreement is a legal and valid obligation binding upon such Party and enforceable in accordance with its terms. The execution, delivery and performance of this Termination Agreement by such Party of this Agreement has have been duly authorized by all necessary corporate action and do not and will not not: (i) require any consent or approval of its stockholders; (ii) to such Party’s knowledge, violate any provision of any law, rule, regulationApplicable Laws, order, writ, judgment, injunction, decree, determination or award presently in effect of any court, governmental body or administrative or other agency having applicability to it or any provision of its charter or bylawsjurisdiction over such Party; or nor (iiiii) conflict with with, or constitute a default under under, any other agreement agreement, instrument or understanding, oral or written, to which such Party is a party;party or by which it is bound. In particular, and without limiting the generality of the foregoing, each Party represents and warrants to the other Party that it is fully entitled to grant the releases, enter into the covenants, and undertake the obligations set forth herein. (c) This Agreement Such Party has been duly executed and is a legalnot sold, valid and binding obligation of such Partyassigned, enforceable against it in accordance with the terms and conditions hereofconveyed, except as enforceability may be limited by (i) any applicable bankruptcypledged, insolvency, reorganization, moratorium or similar law affecting creditor’s rights generallyencumbered, or (ii) general principles of equity, whether considered otherwise in a proceeding in equity or at law;any way transferred to any Person any Claim released by such Party pursuant to this Termination Agreement. (d) Such Party has not filed, or is not under aware that any obligation to Third Party has filed, any person legal or entityadministrative proceeding of any kind or nature against the other Party, contractual or otherwise, that is other than the Claims filed in conflict with the terms of this Agreement, nor shall such Party undertake any such obligation during the Agreement Term;Litigation. (e) Such Party has obtained all authorizationsis not relying in any manner on any statement, consents and approvalspromise, governmental representation or otherwiseomission, necessary for the execution and delivery of whether oral or written, express or implied, made by any person or entity, not specifically set forth in this Termination Agreement, and to otherwise perform such Party’s obligations under this Agreement; (f) Neither PartyOther than this Termination Agreement, nor the Subordination Agreement, the Terminated Agreements, the Revance Equity Rights Agreements, the Series C Preferred Stock Purchase Agreement, the Series D Preferred Stock Purchase Agreement, and the Stipulation and Order Governing the Production and Exchange of Highly Confidential Information entered by the Chancery Court of the State of Delaware on July 5, 2012 (collectively, the “Existing Agreements”), there are no other agreements, contracts or other legally binding commitments existing as of (or immediately prior to) the Execution Date between the Parties or their Affiliates. If any such other agreements contracts or commitments exist as of its Affiliates, are a party to, or are otherwise bound by, any oral or written contract that will result in any person or entity obtaining any interest in, or that would give to any Third Party any right to assert any claim in or with respect to, any of such Party’s or the other Party’s rights under this AgreementExecution Date (i.e., other than those restrictions under Hanmi License the Existing Agreements), such other agreements, contracts and commitments shall be deemed terminated as expressly stated in this Agreement; and (g) Such Party of the Termination Effective Date. For clarity, the agreements listed on Schedule 5.1 shall perform its obligations hereunder in accordance with all applicable Lawsnot terminate.

General Representations. Each Upon the Effective Date, each Party hereby represents and warrants to the other Party as follows: (a) Such Party is a corporation (in the case of CRTX) or limited partnership (in the case of ▇▇▇) duly organized, validly existing and is in good standing under the laws of the jurisdiction of its incorporationorganization, is qualified to do business and is in good standing as a foreign corporation or limited partnership, as the case may be, in each jurisdiction in which the conduct of its business or the ownership of its properties requires such qualification and failure to have such would prevent it from performing its obligations under this Agreement; (b) The execution, delivery and performance by such Party of this Agreement has have been duly authorized by all necessary corporate action and do not and will not (i) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to it or any provision of its charter or bylawsbylaws (in the case of CRTX) or certificate of limited partnership or limited partnership agreement (in the case of ▇▇▇); or (ii) conflict with or constitute a default under any other agreement to which such Party is a party; (c) This Agreement has been duly executed and is a legal, valid and binding obligation of such Party, enforceable against it in accordance with the terms and conditions hereof, except as enforceability may be limited by (i) any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditor’s 's rights generally, or (ii) general principles of equity, whether considered in a proceeding in equity or at law;; and, (d) Such Party is not under any obligation to any person or entity, contractual or otherwise, that is in conflict with the terms of this Agreement, nor shall such Party undertake any such obligation during the Agreement Term; (e) Such Party has obtained all authorizations, consents and approvals, governmental or otherwise, necessary for the execution and delivery of this Agreement, and to otherwise perform such Party’s 's obligations under this Agreement; (f) Neither Party, nor any of its Affiliates, are a party to, or are otherwise bound by, any oral or written contract that will result in any person or entity obtaining any interest in, or that would give to any Third Party any right to assert any claim in or with respect to, any of such Party’s or the other Party’s rights under this Agreement, other than those restrictions under Hanmi License as expressly stated in this Agreement; and (g) Such Party shall perform its obligations hereunder in accordance with all applicable Laws.

General Representations. Each Party hereby represents and warrants to the other Party as follows: (a) Such Party is a corporation (or, in the case of Aqua, a limited liability company) duly organized, validly existing and is in good standing under the laws of the jurisdiction of its incorporationincorporation or formation, is qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which the conduct of its business or the ownership of its properties requires such qualification and failure to have such would prevent it from performing its obligations under this Agreement; (b) The execution, delivery and performance of this Agreement by such Party of this Agreement has been duly authorized by all necessary corporate action and do not and will not (i) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to it or any provision of its charter or bylaws; or (ii) conflict with or constitute a default under any other agreement to which such Party is a party; (c) This Agreement has been duly executed and is a legal, valid and binding obligation of such Party, enforceable against it in accordance with the terms and conditions hereof, except as enforceability may be limited by (i) any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditor’s rights generally, or (ii) general principles of equity, whether considered in a proceeding in equity or at law; (d) Such Party is not under any obligation to any person or entity, contractual or otherwise, that is in conflict with the terms of this Agreement, nor shall such Party undertake any such obligation during the Agreement Term; (e) Such Except with regard to the matters set forth in Article 1A, such Party has obtained all authorizations, licenses, permits, consents and approvals, governmental or otherwise, necessary for the execution and delivery of this Agreement, and to otherwise perform such Party’s obligations under this Agreement; (f) Neither Except for any assignment of this Agreement permitted by Section 10.2 (or agreement executed to effect such an assignment), neither Party, nor any of its Affiliates, are a party to, or are otherwise bound by, any oral or written contract agreement that will result in any person or entity obtaining any interest in, or that would give to any Third Party any right to assert any claim in or with respect to, any of such Party’s or the other Party’s rights under this Agreement, other than those restrictions under Hanmi License as expressly stated in this Agreement; and (g) Such Party shall perform its obligations hereunder in accordance with all applicable Laws.

General Representations. Each Party hereby represents and warrants to the other Party Party, as of the Effective Date, as follows: (a) Such Party is a corporation an entity duly organized, validly existing and is in good standing under the laws of the jurisdiction of its incorporationincorporation or formation, is qualified to do business and is in good standing as a foreign corporation entity in each jurisdiction in which the conduct of its business or the ownership of its properties requires such qualification and failure to have such would prevent it from performing its obligations under this Agreement; (b) The execution, delivery and performance by such Party of this Agreement has have been duly authorized by all necessary corporate action and do does not and will not (i) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to it or any provision of its charter or bylawsbylaws or other organizational or governing documents; or (ii) conflict with or constitute a default under any other agreement to which such Party is a party; (c) This Agreement has been duly executed and is a legal, valid and binding obligation of such Party, enforceable against it in accordance with the terms and conditions hereof, except as enforceability may be limited by (i) any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditor’s rights generally, or (ii) general principles of equity, whether considered in a proceeding in equity or at law; (d) Such Party is not under any obligation to any person or entity, contractual or otherwise, that is in conflict with the terms of this Agreement, nor shall will such Party undertake any such obligation during the Agreement Term; (e) Such Party has obtained all authorizations, consents and approvals, governmental or otherwise, necessary for the execution and delivery of this Agreement, and to otherwise perform such Party’s obligations under this Agreement; (f) Neither Party, nor any of its Affiliates, are a party to, or are otherwise bound by, any oral or written contract that will result in any person or entity Third Party obtaining any interest in, or that would give to any Third Party any right to assert any claim in or with respect to, any of such Party’s or the other Party’s rights under this Agreement, other than those restrictions under Hanmi License as expressly stated in this Agreement; and (g) Such Party shall perform its obligations hereunder in accordance with all applicable Laws.

General Representations. Each Party hereby represents and warrants to the other Party as follows: (a) Such Party is a corporation company duly organized, validly existing and is in good standing under the laws of the jurisdiction of its incorporation, is qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which the conduct of its business or the ownership of its properties requires such qualification and failure to have such qualification would prevent it from performing its obligations under this Agreement;. (b) The execution, delivery and performance by such Party of this Agreement has been duly authorized by all necessary corporate action and do does not and will not (i) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award Laws presently in effect having applicability to it a Party or any provision of its charter or bylaws; or (ii) conflict with or constitute a default under any other agreement to which such Party is a party;. (c) This Agreement has been duly executed and is a legal, valid and binding obligation of such Party, enforceable against it in accordance with the terms and conditions hereof, except as enforceability may be limited by (i) any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditor’s rights generally, or (ii) general principles of equity, whether considered in a proceeding in equity or at law;. (d) Such Party is not under any obligation to any person or entity, contractual or otherwise, that is in conflict with the terms of this Agreement, nor shall such Party undertake any such obligation during the Agreement Term; (e) Such Party has obtained all authorizations, consents and approvals, governmental or otherwise, necessary for the execution and delivery of this Agreement, and to otherwise perform such Party’s obligations under this Agreement;. (fe) Neither Party, nor any of its Affiliates, are a party to, or are otherwise bound by, any oral or written contract that will result in any person or entity Third Party obtaining any interest in, or that would give to any Third Party any right to assert any claim in or with respect to, any of such Party’s or the other Party’s rights under this Agreement, other than those restrictions under Hanmi License as expressly stated in this Agreement; and (g) Such Party shall perform its obligations hereunder in accordance with all applicable Laws.

General Representations. Each Party hereby represents and warrants to the other Party as follows: (a) Such Party is a corporation duly organized, validly existing and is in good standing under the laws of the jurisdiction of its incorporation, is qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which the conduct of its business or the ownership of its properties requires such qualification and failure to have such would prevent it from performing its obligations under this Agreement; (b) The execution, delivery and performance by such Party of this Agreement has have been duly authorized by all necessary corporate action and do not and will not (i) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to it or any provision of its charter or bylaws; or (ii) conflict with or constitute a default under any other agreement to which such Party is a party; (c) This Agreement has been duly executed and is a legal, valid and binding obligation of such Party, enforceable against it in accordance with the terms and conditions hereof, except as enforceability may be limited by (iA) any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditor’s rights generally, or (iiB) general principles of equity, whether considered in a proceeding in equity or at lawlaw and provided that Indevus makes no representation or warranty as to the enforceability of the security interest described in Section 2.6; (d) Such Party is not under any obligation to any person or entity, contractual or otherwise, that is in conflict with the terms of this Agreement, nor shall will such Party undertake any such obligation during the Agreement Termterm of this Agreement; (e) Such Party has obtained all authorizations, consents and approvals, governmental or otherwise, necessary for the execution and delivery of this Agreement, and to otherwise perform such Party’s obligations under this Agreement; (f) Neither Except for any rights of (i) of ▇▇▇▇▇▇ under the ▇▇▇▇▇▇ License and (ii) Shire under the Shire Agreement, neither Party, nor any of its Affiliates, are a party to, or are otherwise bound by, any oral or written contract that will result in any person or entity obtaining any interest in, or that would give to any Third Party any right to assert any claim in or with respect to, any of such Party’s or the other Party’s rights under this Agreement, other than those restrictions under Hanmi License as expressly stated in this Agreement; and (g) Such Party shall perform its obligations hereunder in accordance with all applicable Laws.

General Representations. Each Party hereby represents and warrants to the other Party as of the Effective Date and Closing Date as follows: (a) Such Party is a corporation an entity duly organized, validly existing and is in good standing under the laws Laws of the jurisdiction of its incorporationincorporation or formation, is qualified to do business and is in good standing as a foreign corporation entity in each jurisdiction in which the conduct of its business or the ownership of its properties requires such qualification and failure to have such would prevent it from performing its obligations under this AgreementAgreement and the Ancillary Agreements; (b) The execution, delivery and performance by such Party of this Agreement has and the Ancillary Agreements have been duly authorized by all necessary corporate action and do does not and will not (i) violate any provision of any lawLaw, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to it or any provision of its charter or bylawsbylaws or other organizational or governing documents; or (ii) conflict with or constitute a default under any other agreement to which such Party is a party; (c) This Agreement has and the Ancillary Agreements have been duly executed and is a are legal, valid and binding obligation obligations of such Party, enforceable against it in accordance with the terms and conditions hereof, except as enforceability may be limited by (i) any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditor’s rights generally, or (ii) general principles of equity, whether considered in a proceeding in equity or at lawLaw; (d) Such Party is not under any obligation to any person or entity, contractual or otherwise, that is in conflict with the terms of this Agreement or any Ancillary Agreement, nor shall will such Party undertake any such obligation during the Agreement Term; (e) Such Party has obtained all material authorizations, consents and approvals, governmental or otherwise, necessary for the execution and delivery of this AgreementAgreement and the Ancillary Agreements, and to otherwise perform such Party’s obligations under this AgreementAgreement and the Ancillary Agreements; (f) Neither Such Party, nor any and each of its Affiliates, are is not a party to, or are otherwise bound by, any oral or written contract that will result in any person or entity Third Party obtaining any interest in, or that would give to any Third Party any right to assert any claim in or with respect to, any of such Party’s or the other Party’s rights under this Agreement, other than those restrictions under Hanmi License as expressly stated in this Agreement or any Ancillary Agreement; and (g) Such Party shall perform its obligations hereunder in accordance with all applicable LawsLaws in all material respects.

General Representations. Each Party hereby represents and warrants to the other Party Party, as of the Execution Date and the Effective Date, as follows: (a) Such Party is a corporation duly organized, validly existing and is in good standing under the laws of the jurisdiction of its incorporation, is qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which the conduct of its business or the ownership of its properties requires such qualification and failure to have such would prevent it from performing its obligations under this Agreement; (b) The execution, delivery and performance by such Party of this Agreement has have been duly authorized by all necessary corporate action and do not and will not (i) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to it or any provision of its charter or bylaws; or (ii) conflict with or constitute a default under any other agreement to which such Party is a party; (c) This Agreement has been duly executed and is a legal, valid and binding obligation of such Party, enforceable against it in accordance with the terms and conditions hereof, except as enforceability may be limited by (i) any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditor’s rights generally, or (ii) general principles of equity, whether considered in a proceeding in equity or at law; (d) Such Party is not under any obligation to any person or entity, contractual or otherwise, that is in conflict with the terms of this Agreement, nor shall will such Party undertake any such obligation during the Agreement Term; (e) Such Party has obtained all authorizations, consents and approvals, governmental or otherwise, necessary for the execution and delivery of this Agreement, and to otherwise perform such Party’s obligations under this Agreement; (f) Neither Except (i) with respect to Indevus, for any rights of M▇▇▇▇▇ under the M▇▇▇▇▇ License (ii) with respect to Indevus, for any rights of Supernus under the Supernus Agreement, (iii) with respect to Esprit, for any rights of Allergan, Inc., neither Party, nor any of its Affiliates, are a party to, or are otherwise bound by, any oral or written contract that will result in any person or entity Third Party obtaining any interest in, or that would give to any Third Party any right to assert any claim in or with respect to, any of such Party’s or the other Party’s rights under this Agreement, other than those restrictions under Hanmi License ; and Confidential treatment has been requested for portions of this document. This copy of the document filed as expressly stated in an Exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [...***...]. A complete version of this Agreement; anddocument has been provided separately to the Securities and Exchange Commission. (g) Such Party shall perform its obligations hereunder in accordance with all applicable Laws.

General Representations. Each Party hereby represents and warrants to the other Party Party, as of the Execution Date and the Effective Date, as follows: (a) Such Party is a corporation duly organized, validly existing and is in good standing under the laws of the jurisdiction of its incorporation, is qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which the conduct of its business or the ownership of its properties requires such qualification and failure to have such would prevent it from performing its obligations under this Agreement; (b) The execution, delivery and performance by such Party of this Agreement has have been duly authorized by all necessary corporate action and do not and will not (i) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to it or any provision of its charter or bylaws; or (ii) conflict with or constitute a default under any other agreement to which such Party is a party; (c) This Agreement has been duly executed and is a legal, valid and binding obligation of such Party, enforceable against it in accordance with the terms and conditions hereof, except as enforceability may be limited by (i) any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditor’s rights generally, or (ii) general principles of equity, whether considered in a proceeding in equity or at law; (d) Such Party is not under any obligation to any person or entity, contractual or otherwise, that is in conflict with the terms of this Agreement, nor shall will such Party undertake any such obligation during the Agreement Term; (e) Such Party has obtained all authorizations, consents and approvals, governmental or otherwise, necessary for the execution and delivery of this Agreement, and to otherwise perform such Party’s obligations under this Agreement; (f) Neither Except (i) with respect to Indevus, for any rights of ▇▇▇▇▇▇ under the ▇▇▇▇▇▇ License (ii) with respect to Indevus, for any rights of Supernus under the Supernus Agreement, (iii) with respect to Esprit, for any rights of Allergan, Inc., neither Party, nor any of its Affiliates, are a party to, or are otherwise bound by, any oral or written contract that will result in any person or entity Third Party obtaining any interest in, or that would give to any Third Party any right to assert any claim in or with respect to, any of such Party’s or the other Party’s rights under this Agreement, other than those restrictions under Hanmi License as expressly stated in this Agreement; and (g) Such Party shall perform its obligations hereunder in accordance with all applicable Laws.

General Representations. Each Party hereby represents and warrants to the other Party as of the Execution Date as follows: (a) Such Party is a corporation duly organized, validly existing and is in good standing under the laws of the jurisdiction has been represented by independent legal counsel of its incorporationown choosing in connection with this Termination Agreement, is qualified and has had adequate opportunity to do business and is in good standing as a foreign corporation in each jurisdiction in which consult with such counsel prior to the conduct execution of its business or the ownership of its properties requires such qualification and failure to have such would prevent it from performing its obligations under this Termination Agreement;. (b) This Termination Agreement is a legal and valid obligation binding upon such Party and enforceable in accordance with its terms. The execution, delivery and performance of this Termination Agreement by such Party of this Agreement has have been duly authorized by all necessary corporate action and do not and will not not: (i) require any consent or approval of its stockholders; (ii) to such Party’s knowledge, violate any provision of any law, rule, regulationApplicable Laws, order, writ, judgment, injunction, decree, determination or award presently in effect of any court, governmental body or administrative or other agency having applicability to it or any provision of its charter or bylawsjurisdiction over such Party; or nor (iiiii) conflict with with, or constitute a default under under, any other agreement agreement, instrument or understanding, oral or written, to which such Party is a party;party or by which it is bound. In particular, and without limiting the generality of the foregoing, each Party represents and warrants to the other Party that it is fully entitled to grant the releases, enter into the covenants, and undertake the obligations set forth herein. (c) This Agreement Such Party has been duly executed and is a legalnot sold, valid and binding obligation of such Partyassigned, enforceable against it in accordance with the terms and conditions hereofconveyed, except as enforceability may be limited by (i) any applicable bankruptcypledged, insolvency, reorganization, moratorium or similar law affecting creditor’s rights generallyencumbered, or (ii) general principles of equity, whether considered otherwise in a proceeding in equity or at law;any way transferred to any Person any Claim released by such Party pursuant to this Termination Agreement. (d) Such Party has not filed, or is not under aware that any obligation to Third Party has filed, any person legal or entityadministrative proceeding of any kind or nature against the other Party, contractual or otherwise, that is other than the Claims filed in conflict with the terms of this Agreement, nor shall such Party undertake any such obligation during the Agreement Term;Litigation. (e) Such Party has obtained all authorizationsis not relying in any manner on any statement, consents and approvalspromise, governmental representation or otherwiseomission, necessary for the execution and delivery of whether oral or written, express or implied, made by any person or entity, not specifically set forth in this Termination Agreement, and to otherwise perform such Party’s obligations under this Agreement; (f) Neither PartyOther than this Termination Agreement, nor the Subordination Agreement, the Terminated Agreements, the Revance Equity Rights Agreements, the Series C Preferred Stock Purchase Agreement, the Series D Preferred Stock Purchase Agreement, and the Stipulation and Order Governing the Production and Exchange of Highly Confidential Information entered by the Chancery Court of the State of Delaware on July 5, 2012 (collectively, the “Existing Agreements”), there are no other agreements, contracts or other legally binding commitments existing as of (or immediately prior to) the Execution Date between the Parties or their Affiliates. If any such other EXECUTION VERSION agreements contracts or commitments exist as of its Affiliates, are a party to, or are otherwise bound by, any oral or written contract that will result in any person or entity obtaining any interest in, or that would give to any Third Party any right to assert any claim in or with respect to, any of such Party’s or the other Party’s rights under this AgreementExecution Date (i.e., other than those restrictions under Hanmi License the Existing Agreements), such other agreements, contracts and commitments shall be deemed terminated as expressly stated in this Agreement; and (g) Such Party of the Termination Effective Date. For clarity, the agreements listed on Schedule 5.1 shall perform its obligations hereunder in accordance with all applicable Lawsnot terminate.

General Representations. Each Party hereby represents and warrants to the other Party as of the Effective Date and Closing Date as follows: (a) Such Party is a corporation an entity duly organized, validly existing and is in good standing under the laws Laws of the jurisdiction of its incorporationincorporation or formation, is qualified to do business and is in good standing as a foreign corporation entity in each jurisdiction in which the conduct of its business or the ownership of its properties requires such qualification and failure to have such would prevent it from performing its obligations under this AgreementAgreement and the Ancillary Agreements; (b) The execution, delivery and performance by such Party of this Agreement has and the Ancillary Agreements have been duly authorized by all necessary corporate action and do does not and will not (i) violate any provision of any lawLaw, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to it or any provision of its charter or bylawsbylaws or other organizational or governing documents; or (ii) conflict with or constitute a default under any other agreement to which such Party is a party; (c) This Agreement has and the Ancillary Agreements have been duly executed and is a are legal, valid and binding obligation obligations of such Party, enforceable against it in accordance with the terms and conditions hereof, except as enforceability may be limited by (i) any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditor’s rights generally, or (ii) general principles of equity, whether considered in a proceeding in equity or at lawLaw; (d) Such Party is not under any obligation to any person or entity, contractual or otherwise, that is in conflict with the terms of this Agreement or any Ancillary Agreement, nor shall will such Party undertake any such obligation during the Agreement Term; (e) Such Party has obtained all authorizations, consents and approvals, governmental or otherwise, necessary for the execution and delivery of this AgreementAgreement and the Ancillary Agreements, and to otherwise perform such Party’s obligations under this AgreementAgreement and the Ancillary Agreements; (f) Neither Party, nor any of its Affiliates, are a party to, or are otherwise bound by, any oral or written contract that will result in any person or entity Third Party obtaining any interest in, or that would give to any Third Party any right to assert any claim in or with respect to, any of such Party’s or the other Party’s rights under this Agreement or any Ancillary Agreement; (g) Neither Party, or, to the knowledge of such Party, any Third Party acting by or on behalf of such Party in connection with the manufacture, development or commercialization of the Compound, Product, Semi-Finished Product or any Final Product has been debarred or is subject to debarment, and neither Party shall knowingly engage or use any Third Party in connection with the of the manufacture, development or commercialization of the Compound, Product, Semi-Finished Product or any Final Product that has been debarred; each Party agrees to notify the other than those restrictions under Hanmi License as expressly stated Party in this Agreementwriting promptly if it, or if it has knowledge that, any of its licensors or any entity acting on its behalf in any capacity in connection with the manufacture, development or commercialization of the Compound, Product, Semi-Finished Product or any Final Product, is debarred or becomes the subject of any threatened or pending action, suit, claim, investigation, legal or administrative proceeding relating to debarment; and (gh) Such Party shall perform its obligations hereunder in accordance with all applicable Laws.

General Representations. Each Party hereby represents and warrants to the other Party as follows: (a) Such Party is a corporation duly organized, validly existing and is in good standing under the laws of the jurisdiction of its incorporation, is qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which the conduct of its business or the ownership of its properties requires such qualification and failure to have such would prevent it from performing its obligations under this Agreement; (b) The execution, delivery and performance by such Party of this Agreement has been duly authorized by all necessary corporate action and do not and will not (i) violate any provision of any lawLaw, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to it or any provision of its charter or bylaws; or (ii) conflict with or constitute a default under any other agreement to which such Party is a party; (c) This Agreement has been duly executed and is a legal, valid and binding obligation of such Party, enforceable against it in accordance with the terms and conditions hereof, except as enforceability may be limited by (i) any applicable bankruptcy, insolvency, reorganization, moratorium or similar law Law affecting creditor’s rights generally, or (ii) general principles of equity, whether considered in a proceeding in equity or at law; (d) Such Party is not under any obligation to any person or entityPerson, contractual or otherwise, that is in conflict conflicts with the terms of this Agreement, nor shall such Party undertake any such obligation during the Agreement Term; (e) Such Party has obtained all authorizations, consents and approvals, governmental or otherwise, necessary for the execution and delivery of this Agreement, and to otherwise perform such Party’s obligations under this Agreement; (f) Neither Party, nor any of its Affiliates, are a party to, or are otherwise bound by, any oral or written contract that will result in any person or entity Person obtaining any interest in, or that would give to any Third Party any right to assert any claim in or with respect to, any of such Party’s or the other Party’s rights under this Agreement, other than those restrictions under Hanmi License as expressly stated in this Agreement; and (g) Such Party shall perform its obligations hereunder in accordance with all applicable Laws.