Common use of Representations and Warranties and Covenants Clause in Contracts

Representations and Warranties and Covenants. 7.1 Each Party represents and warrants to the other that it has the corporate power to enter into this Agreement, and to fully perform its obligations hereunder, and that it has not made nor will it make any commitments to others in conflict with or in derogation of such rights or this Agreement. 7.2 As of the Effective Date, IDC represents and warrants to MedImmune that: (a) it has the right to grant the rights and licenses granted to MedImmune under this Agreement, and pursuant to this Agreement MedImmune has been granted such rights and licenses; (b) it has not received written notice from a Third Party, nor has any Knowledge, that any Third Party intends to assert against it any claim that the practice of IDC Patent Rights or use of IDC Know-How or the manufacture, use, sale, offer to sell or exploitation of Adjuvant alone or as part of a Product infringes the intellectual property rights of a Third Party or misappropriates a trade secret of a Third Party. (c) IDC has not previously assigned, transferred, licensed, conveyed or otherwise encumbered its right, title and interest with respect to the IDC Patent Rights, or IDC Know-How or Technology Acquisition Agreements in the Field in the Territory; (d) it has no Knowledge of any legal claims, judgments or settlements against or owed by IDC or pending or threatened legal claims or litigation, in each case relating to Adjuvant, IDC Patent Rights, IDC Know-How or Technology Acquisition Agreements; (e) all necessary consents, approvals and authorizations of all government authorities and other entities or persons required to be obtained by IDC as of the Effective Date in connection with the execution, delivery and performance of this Agreement and the granting of the rights and licenses granted under this Agreement have been obtained; (f) the Patent Rights listed in Exhibit A as being owned by IDC constitute all IDC Patent Rights owned solely by IDC or jointly by IDC with a Third Party within the definition of IDC Patent Rights that are licensed to MedImmune under this Agreement and, except as indicated in Exhibit A, IDC owns all right, title and interest in and to the Patent Rights listed in Exhibit A as being owned by IDC; (g) all Technology Acquisition Agreements as of the Effective Date are listed in Exhibit B and it has provided MedImmune with complete and accurate copies of such Technology Acquisition Agreements and all such Technology Acquisition Agreements are in full force and effect and the rights and licenses granted under the Technology Acquisition Agreements to IDC have not been diminished or limited and IDC has the right to sublicense to MedImmune the rights licensed thereunder and it has no Knowledge that it or any other party thereto is in breach of any Technology Acquisition Agreements; (h) IDC has provided MedImmune with all material information in its possession with respect to the safety and toxicity of Adjuvant in all fields and efficacy of Adjuvant in the Field and, to its Knowledge, such information is accurate in all material respects; (i) to its Knowledge, IDC has not used in any capacity the services of any person or entity debarred under Section 306 of the Federal Food, Drug and Cosmetic Act in connection with the research, development or manufacture of Adjuvant; (j) to its Knowledge the IDC Know-How was not developed or created by use of proprietary or confidential information of a Third Party that has not been licensed to MedImmune under this Agreement; it has no Knowledge that any of the existing issued patents in the IDC Patent Rights are invalid or unenforceable or that any person or entity has or intends to assert a claim that IDC Patent Rights are invalid or unenforceable; (k) to its Knowledge, its rights in the IDC Patent Rights and IDC Know-How are not now subject to any lien, pledge or security interest of any kind other than under Technology Acquisition Agreement; (l) to its Knowledge, IDC has disclosed all material references to the appropriate patent offices, particularly the United States Patent Office, in all of the existing patents and patent applications that comprise the IDC Patent Rights; (m) to its Knowledge, the IDC Patent Rights have been filed and prosecuted in accordance with all applicable laws, rules, and regulations; (n) to its Knowledge, no patent applications have been filed and IDC has not consented to the filing of any patent application under the *** dated as of ***, as amended and that is identified in Section 2.1(b); (o) to its Knowledge, the use of the technology disclosed in the IDC Patent Rights and the IDC Know-How licensed to MedImmune under this Agreement does not misappropriate a trade secret of a Third Party; and (p) to its Knowledge, the Adjuvant as provided to MedImmune or as used by IDC, may be used, manufactured and sold without infringing the Patent Rights of a Third Party; provided, however, that the representation and warranty of this Section 7.2 (p) does not ***. (a) As of the Effective Date, MedImmune represents, and warrants to IDC that: (i) it is a limited liability company duly organized, validly existing and in good standing under the laws of Delaware and has the right, power and authority to enter into this Agreement and to make the promises set forth in this Agreement; (ii) it has taken all necessary action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder; (iii) it has duly executed and delivered the Agreement, and assuming due delivery and execution by IDC this Agreement constitutes a legal, valid and binding obligation of MedImmune; (iv) the execution, delivery and performance of this Agreement do not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it is bound, nor to its Knowledge, violate any law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it; and (v) it has not provided any IDC Know-How to an Affiliate of MedImmune that is not a direct or indirect subsidiary of MedImmune and MedImmune has no Knowledge that an Affiliate of MedImmune has filed any Patent Rights with respect to Adjuvant or the use thereof in a Vaccine Product. (b) As of the Effective Date, IDC represents and warrants to MedImmune that: (i) it is a corporation duly organized, validly existing and in good standing under the laws of Delaware and has the corporate right, power and authority to enter into this Agreement and to make the promises set forth in this Agreement; (ii) it has taken all necessary corporate action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder; (iii) it has duly executed and delivered this Agreement and, assuming due delivery and execution by MedImmune, this Agreement constitutes a legal, valid and binding obligation of IDC; and (iv) the execution, delivery and performance of this Agreement do not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it is bound, nor to its Knowledge, violate any law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it. 7.4 EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER IDC NOR MEDIMMUNE MAKES ANY WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE QUALITY OF ANY KNOW-HOW OR PATENT RIGHTS OR OTHER SUBJECT MATTER OF THIS AGREEMENT AND EACH PARTY HEREBY DISCLAIMS WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY OR REPRESENTATION REGARDING CLINICAL EFFECTIVENESS OF ADJUVANT AND/OR PRODUCT OR THAT ANY PATENT IS VALID OR THAT ANY PATENT APPLICATION WILL BE GRANTED, THAT ADJUVANT AND/OR PRODUCT OR MANUFACTURE, SALE OR USE THEREOF DOES NOT INFRINGE PATENTS OWNED BY A THIRD PARTY OR THAT A PRODUCT CAN BE SUCCESSFULLY DEVELOPED OR COMMERCIALIZED. 7.5 Except with respect to an obligation of either Party to indemnify the other hereunder, neither Party shall be liable to the other for consequential, incidental, indirect or punitive damages arising from the performance or nonperformance of such Party under this Agreement whether such claim is based on contract, tort (including negligence) or otherwise, even if an authorized representative of such Party is advised of the possibility or likelihood of same. (a) IDC hereby covenants and agrees that: (i) it will not terminate any Technology Acquisition Agreement and that it will not amend or modify or consent to any amendment or modification of any Technology Acquisition Agreement that will have an adverse effect on the licenses granted to MedImmune hereunder; (ii) it will not assign any Technology Acquisition Agreement without the written consent of MedImmune (which consent will not be unreasonably withheld or delayed), except that such consent will not be required in case of assignment in connection with a merger, acquisition or sale provided that (1) such assignment is subject to this Agreement, (2) such assignment does not have an adverse effect on MedImmune’s rights thereunder, and (3) MedImmune is promptly provided with written notice of such assignment; and (4) IDC will promptly advise MedImmune of any notice of any breach under any Technology Acquisition Agreement or an intent to terminate any Technology Acquisition Agreement that is received from a Third Party and shall use reasonable efforts to cure such breach or to prevent the termination thereof, and to the extent permitted under a Technology Acquisition Agreement, MedImmune will have the right but not the obligation to cure any such breach by IDC, if IDC does not cure such breach. (b) IDC and MedImmune agree that each will not use in any capacity the services of any person or entity debarred under Section 306 of the Federal Food Drug and Cosmetic Act in connection with the research, development or manufacture of Adjuvant. 7.7 In the event that IDC receives notice from a Third Party that the use of IDC Know-How and/or IDC Patent Rights may infringe the rights of a Third Party and/or that IDC Patent Rights are invalid or not enforceable and/or IDC has Knowledge that a Third Party intends to assert such a claim, IDC shall provide MedImmune with prompt written notice thereof. In the event that MedImmune receives notice from a Third Party that the use of IDC Know-How and/or IDC Patent Rights may infringe the rights of a Third Party and/or that IDC Patent Rights are invalid or not enforceable and/or MedImmune has Knowledge that a Third Party intends to assert such a claim, MedImmune shall provide IDC with prompt written notice thereof. 7.8 With respect to the research, development, testing, use, manufacture, sale, offer to sell, import, and other disposition of Product in all material respects MedImmune agrees to comply with laws, regulations, rules, and guidelines applicable thereto.

Representations and Warranties and Covenants. 7.1 Each Party represents To induce CAM to purchase the Accounts from Seller with full knowledge that the truth and warrants to the other that it has the corporate power to enter into this Agreement, and to fully perform its obligations hereunder, and that it has not made nor will it make any commitments to others in conflict with or in derogation of such rights or this Agreement. 7.2 As accuracy of the Effective Datefollowing are being relied upon by CAM in the purchase of the Accounts and payments of the Purchase Price, IDC represents Seller represents, warrants and warrants covenants to MedImmune CAM and agrees that: (a) it Seller (i) is a nonprofit public benefit corporation duly organized and validly existing under the laws of the State of Nevada, and qualified to operate in all jurisdictions where required; and (ii) has the right requisite capacity and authority to grant execute and deliver this Agreement and the rights other agreements contemplated hereunder, to consummate the transactions contemplated hereby and licenses granted to MedImmune under this Agreementthereby, and pursuant to this Agreement MedImmune has been granted such rights perform its obligations hereunder and licensesthereunder; (b) it has not received written notice from a Third Partythis Agreement and all other agreements contemplate hereunder have been duly executed, nor has any Knowledgeand delivered by Seller and are valid and legally binding obligation of Seller, that any Third Party intends to assert enforceable against it any claim that the practice of IDC Patent Rights or use of IDC Know-How or the manufacture, use, sale, offer to sell or exploitation of Adjuvant alone or as part of a Product infringes the intellectual property rights of a Third Party or misappropriates a trade secret of a Third Party.Seller in accordance with their terms; (c) IDC has not previously assignedneither the entering into of this Agreement nor the sale of the Accounts nor the performance by the Seller of any of its other obligations under this Agreement and the other agreements contemplated hereunder will contravene, transferredbreach or result in any default under the incorporation or other organizational documents of the Seller or in any material respect of any term or condition under any mortgage, licensedlease, conveyed agreement, license, permit, statute, regulation, order, judgement, decree or otherwise encumbered its right, title and interest with respect law to which the IDC Patent Rights, Seller is a party or IDC Know-How or Technology Acquisition Agreements in by which the Field in the TerritorySeller may be bound; (d) it ▇▇▇▇▇▇ is the sole and absolute owner of each Account and has no Knowledge of any the full legal claimsright to make said sale, judgments or settlements against or owed by IDC or pending or threatened legal claims or litigation, in each case relating to Adjuvant, IDC Patent Rights, IDC Know-How or Technology Acquisition Agreementsassignment and transfer thereof hereunder; (e) all necessary consents, approvals the Face Value on each Account is as set forth on Schedule 1 and authorizations of all government authorities and other entities or persons required to be obtained by IDC as of the Effective Date such amounts are not in connection with the execution, delivery and performance of this Agreement and the granting of the rights and licenses granted under this Agreement have been obtaineddispute; (f) the Patent Rights listed in Exhibit A as being owned payment of each Account is not contingent upon the fulfillment of any obligation or condition, past or future, and any and all obligations required of Seller with regard to such Account have been fulfilled by IDC constitute all IDC Patent Rights owned solely by IDC or jointly by IDC with a Third Party within the definition of IDC Patent Rights that are licensed to MedImmune under this Agreement and, except as indicated in Exhibit A, IDC owns all right, title and interest in and to the Patent Rights listed in Exhibit A as being owned by IDCSeller; (g) all Technology Acquisition Agreements as there are no defenses, offsets, recoupments or counterclaims with respect to any of the Effective Date are listed in Exhibit B Accounts and it no agreement has provided MedImmune been made under which any account debtor with complete and accurate copies respect any of such Technology Acquisition Agreements and all such Technology Acquisition Agreements are in full force and effect and the rights and licenses granted under the Technology Acquisition Agreements to IDC have not been diminished Accounts, may claim any recoupment, deduction or limited and IDC has the right to sublicense to MedImmune the rights licensed thereunder and it has no Knowledge that it or any other party thereto is in breach of any Technology Acquisition Agreementsdiscount; (h) IDC has provided MedImmune with upon purchase, Seller will convey to CAM good and marketable title to each Account free and clear of all material information in its possession with respect to liens and encumbrances which shall thereafter be the safety sole and toxicity exclusive property of Adjuvant in all fields and efficacy of Adjuvant in the Field and, to its Knowledge, such information is accurate in all material respectsCAM; (i) to its Knowledge, IDC has not used in any capacity the services of any person or entity debarred under Section 306 none of the Federal Food, Drug and Cosmetic Act account debtors with respect to any of the Accounts is insolvent as that term is defined in connection with the research, development or manufacture of AdjuvantUnited States Bankruptcy Code; (j) all Accounts now existing or hereafter arising shall comply with each and every one of the representations, warranties, covenants and agreements referred to its Knowledge the IDC Know-How was not developed or created by use of proprietary or confidential information of a Third Party that has not been licensed in this paragraph and as otherwise supplemented pursuant to MedImmune under this Agreement; it has no Knowledge that any of the existing issued patents in the IDC Patent Rights are invalid or unenforceable or that any person or entity has or intends to assert a claim that IDC Patent Rights are invalid or unenforceable; (k) to its Knowledge, its rights in the IDC Patent Rights and IDC Know-How are not now subject to any lien, pledge no Account is evidenced by a note or security interest of any kind other than under Technology Acquisition Agreementinstrument; (l) Seller will not, during the term of this Agreement, sell, transfer, pledge a security interest or hypothecate any of its Accounts to any party other than CAM. ▇▇▇▇▇▇ agrees to reimburse CAM for actual out-of-pocket costs related to credit reports and UCC filings and searches incurred by ▇▇▇ (and its Knowledgeagents, IDC has disclosed all material references to the appropriate patent offices, particularly the United States Patent Office, representatives and counsel) in all of the existing patents and patent applications that comprise the IDC Patent Rightsconnection with this Agreement; (m) to its Knowledge, Seller is solvent and the IDC Patent Rights have execution and performance under this Agreement has been filed duly authorized by all necessary corporate action and prosecuted is not in accordance with all contravention of any of Seller’s governing documents or any agreement by which Seller is bound under applicable laws, rules, and regulationslaw; (n) to its Knowledge, no patent applications have been filed Each Account purchased by CAM shall be the property of CAM and IDC has not consented shall be collected by CAM pursuant to the filing terms of any patent application under the *** dated as of ***this Agreement but, as amended indicated herein, if for any reason payment of an Account should be paid to Seller, Seller shall promptly notify CAM of such payment, shall hold any check, drafts, or monies so received in trust for the benefit of CAM and that is identified shall promptly endorse, transfer and deliver the same to CAM as provided in Section 2.1(b2.3 (a)(ii); (o) to its Knowledge, Seller’s place of business is the use one set forth at the beginning of the technology disclosed in the IDC Patent Rights and the IDC Know-How licensed to MedImmune under this Agreement does not misappropriate a trade secret of a Third Party; andand is the place where records concerning all Accounts are kept by Seller; (p) to Seller will not change the state of its Knowledgeregistration or formation or its corporate or legal name or the place where the records concerning all accounts are kept or add an additional such place, the Adjuvant as provided to MedImmune or as used by IDC, may be used, manufactured and sold in each case without infringing the Patent Rights of a Third Party; provided, however, that the representation and warranty of this Section 7.2 (p) does not ***.CAM’s prior written consent; (aq) There are no judgments outstanding affecting Seller or any of its property and there are no suits, proceedings, claims, demands or government investigations now pending or threatened against Seller or any of its property; (r) As of the Effective Date, MedImmune representsSeller is not in default or breach, and warrants nor shall any event shall have occurred or failed to IDC that: (i) it is occur which with the passage of time or service of notice constitute a limited liability company duly organizeddefault or breach, validly existing and in good standing under the laws of Delaware and has the right, power and authority to enter into this Agreement and to make the promises set forth in this Agreement; (ii) it has taken all necessary action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder; (iii) it has duly executed and delivered the Agreement, and assuming due delivery and execution by IDC this Agreement constitutes a legal, valid and binding obligation of MedImmune; (iv) the execution, delivery and performance of this Agreement do not conflict with any loan agreement, instrument indenture, mortgage or understanding, oral or written, other material agreement to which it Seller is a party or by which it is bound, nor to its Knowledge, violate any law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it; and (vs) it has not provided any IDC Know-How to an Affiliate of MedImmune that Seller is not a direct or indirect subsidiary of MedImmune and MedImmune has no Knowledge that an Affiliate of MedImmune has filed any Patent Rights with respect to Adjuvant or the use thereof in a Vaccine Product. (b) As of the Effective Date, IDC represents and warrants to MedImmune that: (i) it is a corporation duly organized, validly existing and in good standing under the laws of Delaware and has the corporate right, power and authority to enter into this Agreement and to make the promises set forth in this Agreement; (ii) it has taken all necessary corporate action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder; (iii) it has duly executed and delivered this Agreement and, assuming due delivery and execution by MedImmune, this Agreement constitutes a legal, valid and binding obligation of IDC; and (iv) the execution, delivery and performance of this Agreement do not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it is bound, nor to its Knowledge, violate any law or regulation violation of any courtlaw, governmental body or administrative ordinance, rule, order, regulation or other agency having jurisdiction over it. 7.4 EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENTrequirement of any governmental entity (whether federal, NEITHER IDC NOR MEDIMMUNE MAKES ANY WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE QUALITY OF ANY KNOW-HOW OR PATENT RIGHTS OR OTHER SUBJECT MATTER OF THIS AGREEMENT AND EACH PARTY HEREBY DISCLAIMS WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY OR REPRESENTATION REGARDING CLINICAL EFFECTIVENESS OF ADJUVANT AND/OR PRODUCT OR THAT ANY PATENT IS VALID OR THAT ANY PATENT APPLICATION WILL BE GRANTED, THAT ADJUVANT AND/OR PRODUCT OR MANUFACTURE, SALE OR USE THEREOF DOES NOT INFRINGE PATENTS OWNED BY A THIRD PARTY OR THAT A PRODUCT CAN BE SUCCESSFULLY DEVELOPED OR COMMERCIALIZED. 7.5 Except with respect to an obligation of either Party to indemnify the other hereunder, neither Party shall be liable to the other for consequential, incidental, indirect state or punitive damages arising from the performance or nonperformance of such Party under this Agreement whether such claim is based on contract, tort (including negligencelocal) or otherwise, even if an authorized representative of such Party is advised of the possibility any agency or likelihood of same. (a) IDC hereby covenants and agrees that: (i) it will not terminate any Technology Acquisition Agreement and that it will not amend or modify or consent to any amendment or modification of any Technology Acquisition Agreement that will have an adverse effect on the licenses granted to MedImmune hereunder; (ii) it will not assign any Technology Acquisition Agreement without the written consent of MedImmune (which consent will not be unreasonably withheld or delayed), except that such consent will not be required in case of assignment in connection with a merger, acquisition or sale provided that (1) such assignment is subject to this Agreement, (2) such assignment does not have an adverse effect on MedImmune’s rights thereunder, and (3) MedImmune is promptly provided with written notice of such assignment; and (4) IDC will promptly advise MedImmune of any notice of any breach under any Technology Acquisition Agreement or an intent to terminate any Technology Acquisition Agreement that is received from a Third Party and shall use reasonable efforts to cure such breach or to prevent the termination thereof, and to the extent permitted under a Technology Acquisition Agreement, MedImmune will have the right but not the obligation to cure any such breach by IDC, if IDC does not cure such breach. (b) IDC and MedImmune agree that each will not use in any capacity the services of any person or entity debarred under Section 306 of the Federal Food Drug and Cosmetic Act in connection with the research, development or manufacture of Adjuvant. 7.7 In the event that IDC receives notice from a Third Party that the use of IDC Know-How and/or IDC Patent Rights may infringe the rights of a Third Party and/or that IDC Patent Rights are invalid or not enforceable and/or IDC has Knowledge that a Third Party intends to assert such a claim, IDC shall provide MedImmune with prompt written notice thereof. In the event that MedImmune receives notice from a Third Party that the use of IDC Know-How and/or IDC Patent Rights may infringe the rights of a Third Party and/or that IDC Patent Rights are invalid or not enforceable and/or MedImmune has Knowledge that a Third Party intends to assert such a claim, MedImmune shall provide IDC with prompt written notice instrumentality thereof. 7.8 With respect to the research, development, testing, use, manufacture, sale, offer to sell, import, and other disposition of Product in all material respects MedImmune agrees to comply with laws, regulations, rules, and guidelines applicable thereto.

Representations and Warranties and Covenants. 7.1 Each Party Covered Person severally represents and warrants to the other that it has the corporate power to enter into this Agreementor agrees, and to fully perform its obligations hereunderas applicable, and that it has not made nor will it make any commitments to others in conflict with or in derogation of such rights or this Agreement. 7.2 As of the Effective Date, IDC represents and warrants to MedImmune for itself that: (a) it Such Covered Person has (and, with respect to shares of Common Stock to be acquired, will have) good, valid and marketable title to the right shares of Common Stock of which the Covered Person is the Sole Beneficial Owner, free and clear of any pledge, lien, security interest, charge, claim, equity or encumbrance of any kind, other than pursuant to grant the rights and licenses granted to MedImmune under this Agreement, an agreement with the Company by which such Covered Person is bound and pursuant to this Agreement MedImmune has been granted such rights and licenseswhich the shares of Common Stock are subject or as permitted by the policies of the Company in effect from time to time; (b) it Such Covered Person has not received written notice from a Third Party(and, nor has any Knowledgewith respect to shares of Common Stock to be acquired, that any Third Party intends will have) the right to assert against it any claim that vote pursuant to Section 2.01 of this Agreement all shares of Common Stock of which the practice of IDC Patent Rights or use of IDC Know-How or Covered Person is the manufacture, use, sale, offer to sell or exploitation of Adjuvant alone or as part of a Product infringes the intellectual property rights of a Third Party or misappropriates a trade secret of a Third Party.Sole Beneficial Owner; (c) IDC has If the Covered Person is not previously assigned, transferred, licensed, conveyed or otherwise encumbered its right, title and interest with respect to the IDC Patent Rights, or IDC Know-How or Technology Acquisition Agreements in the Field in the Territory; (d) it has no Knowledge of any legal claims, judgments or settlements against or owed by IDC or pending or threatened legal claims or litigation, in each case relating to Adjuvant, IDC Patent Rights, IDC Know-How or Technology Acquisition Agreements; (e) all necessary consents, approvals and authorizations of all government authorities and other entities or persons required to be obtained by IDC as of the Effective Date in connection with the execution, delivery and performance of this Agreement and the granting of the rights and licenses granted under this Agreement have been obtained; (f) the Patent Rights listed in Exhibit A as being owned by IDC constitute all IDC Patent Rights owned solely by IDC or jointly by IDC with a Third Party within the definition of IDC Patent Rights that are licensed to MedImmune under this Agreement and, except as indicated in Exhibit A, IDC owns all right, title and interest in and to the Patent Rights listed in Exhibit A as being owned by IDC; (g) all Technology Acquisition Agreements as of the Effective Date are listed in Exhibit B and it has provided MedImmune with complete and accurate copies of such Technology Acquisition Agreements and all such Technology Acquisition Agreements are in full force and effect and the rights and licenses granted under the Technology Acquisition Agreements to IDC have not been diminished or limited and IDC has the right to sublicense to MedImmune the rights licensed thereunder and it has no Knowledge that it or any other party thereto is in breach of any Technology Acquisition Agreements; (h) IDC has provided MedImmune with all material information in its possession with respect to the safety and toxicity of Adjuvant in all fields and efficacy of Adjuvant in the Field and, to its Knowledge, such information is accurate in all material respects; (i) to its Knowledge, IDC has not used in any capacity the services of any person or entity debarred under Section 306 of the Federal Food, Drug and Cosmetic Act in connection with the research, development or manufacture of Adjuvant; (j) to its Knowledge the IDC Know-How was not developed or created by use of proprietary or confidential information of a Third Party that has not been licensed to MedImmune under this Agreement; it has no Knowledge that any of the existing issued patents in the IDC Patent Rights are invalid or unenforceable or that any person or entity has or intends to assert a claim that IDC Patent Rights are invalid or unenforceable; (k) to its Knowledge, its rights in the IDC Patent Rights and IDC Know-How are not now subject to any lien, pledge or security interest of any kind other than under Technology Acquisition Agreement; (l) to its Knowledge, IDC has disclosed all material references to the appropriate patent offices, particularly the United States Patent Office, in all of the existing patents and patent applications that comprise the IDC Patent Rights; (m) to its Knowledge, the IDC Patent Rights have been filed and prosecuted in accordance with all applicable laws, rules, and regulations; (n) to its Knowledge, no patent applications have been filed and IDC has not consented to the filing of any patent application under the *** dated as of ***, as amended and that is identified in Section 2.1(b); (o) to its Knowledge, the use of the technology disclosed in the IDC Patent Rights and the IDC Know-How licensed to MedImmune under this Agreement does not misappropriate a trade secret of a Third Party; and (p) to its Knowledge, the Adjuvant as provided to MedImmune or as used by IDC, may be used, manufactured and sold without infringing the Patent Rights of a Third Party; provided, however, that the representation and warranty of this Section 7.2 (p) does not ***. (a) As of the Effective Date, MedImmune represents, and warrants to IDC thatnatural person: (i) it such Covered Person is a limited liability company duly organized, organized and validly existing and in good standing under the laws of Delaware and the jurisdiction of such Covered Person’s formation; (ii) such Covered Person has the full right, power and authority to enter into this Agreement and to make the promises set forth in perform this Agreement; (iiiii) it has taken all necessary action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder; (iii) it has the transactions contemplated herein have been duly executed and delivered the Agreementauthorized, and assuming due delivery and execution by IDC this Agreement constitutes a legal, valid and binding obligation no further proceedings on the part of MedImmune; (iv) such Covered Person are necessary to authorize the execution, delivery and performance of this Agreement; and this Agreement has been duly executed by such Covered Person; (iv) the Person signing this Agreement on behalf of such Covered Person has been duly authorized by such Covered Person to do not conflict so; (d) this Agreement constitutes the legal, valid and binding obligation of such Covered Person, enforceable against such Covered Person in accordance with its terms (subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles); (e) neither the execution and delivery of this Agreement by such Covered Person nor the consummation of the transactions contemplated herein conflicts with or results in a breach of any agreementof the terms, conditions or provisions of any agreement or instrument or understanding, oral or written, to which it such Covered Person is a party or by which it the assets of such Covered Person are bound (including without limitation the organizational documents of such Covered Person, if such Covered Person is boundother than a natural person), nor to its Knowledgeor constitutes a default under any of the foregoing, violate or violates any law or regulation regulation; (f) such Covered Person has obtained all authorizations, consents, approvals and clearances of any courtall courts, governmental body or administrative or agencies and authorities, and any other agency having jurisdiction over it; and Person, if any (v) it has not provided any IDC Know-How to an Affiliate including the consent of MedImmune that is not a direct or indirect subsidiary the spouse of MedImmune and MedImmune has no Knowledge that an Affiliate of MedImmune has filed any Patent Rights such Covered Person with respect to Adjuvant or the use thereof interest of such spouse in a Vaccine Product. (b) As the shares of Common Stock of such Covered Person; such consent in substantially the Effective Dateform of Exhibit B), IDC represents and warrants required to MedImmune that: (i) it is a corporation duly organized, validly existing and in good standing under the laws of Delaware and has the corporate right, power and authority permit such Covered Person to enter into this Agreement and to make consummate the promises set forth transactions contemplated herein; (g) there are no actions, suits or proceedings pending, or, to the knowledge of such Covered Person, threatened against or affecting such Covered Person or such Covered Person’s assets in any court or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality which, if adversely determined, would impair the ability of such Covered Person to perform this Agreement; (iih) it has taken all necessary corporate action on its part required to authorize the execution and delivery performance of this Agreement and the performance will not violate any order, writ, injunction, decree or demand of its obligations hereunderany court or federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality to which such Covered Person is subject; (iiii) it has duly executed and delivered no statement, representation or warranty made by such Covered Person in this Agreement andAgreement, assuming due delivery and execution nor any information provided by MedImmunesuch Covered Person for inclusion in a registration statement filed by the Company in connection with the IPO, this Agreement constitutes contains or will contain any untrue statement of a legalmaterial fact or omits or will omit to state a material fact necessary in order to make the statements, valid and binding obligation of IDCrepresentations or warranties contained herein or information provided therein not misleading; and (ivj) Each Covered Person severally, and not jointly, agrees for itself that the execution, delivery and performance foregoing provision of this Agreement do not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it is bound, nor to its Knowledge, violate any law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it. 7.4 EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER IDC NOR MEDIMMUNE MAKES ANY WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE QUALITY OF ANY KNOW-HOW OR PATENT RIGHTS OR OTHER SUBJECT MATTER OF THIS AGREEMENT AND EACH PARTY HEREBY DISCLAIMS WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY OR REPRESENTATION REGARDING CLINICAL EFFECTIVENESS OF ADJUVANT AND/OR PRODUCT OR THAT ANY PATENT IS VALID OR THAT ANY PATENT APPLICATION WILL BE GRANTED, THAT ADJUVANT AND/OR PRODUCT OR MANUFACTURE, SALE OR USE THEREOF DOES NOT INFRINGE PATENTS OWNED BY A THIRD PARTY OR THAT A PRODUCT CAN BE SUCCESSFULLY DEVELOPED OR COMMERCIALIZED. 7.5 Except with respect to an obligation of either Party to indemnify the other hereunder, neither Party Article 5 shall be liable to a continuing representation and covenant by it during the other for consequential, incidental, indirect or punitive damages arising from the performance or nonperformance of such Party under this Agreement whether such claim is based on contract, tort (including negligence) or otherwise, even if an authorized representative of such Party is advised of the possibility or likelihood of same. (a) IDC hereby covenants and agrees that: (i) it will not terminate any Technology Acquisition Agreement and period that it will not amend or modify or consent to any amendment or modification of any Technology Acquisition Agreement that will have an adverse effect on the licenses granted to MedImmune hereunder; (ii) it will not assign any Technology Acquisition Agreement without the written consent of MedImmune (which consent will not shall be unreasonably withheld or delayed), except that such consent will not be required in case of assignment in connection with a merger, acquisition or sale provided that (1) such assignment is subject to this Agreement, (2) such assignment does not have an adverse effect on MedImmune’s rights thereunderCovered Person, and (3) MedImmune is promptly provided with written notice of such assignment; and (4) IDC will promptly advise MedImmune of any notice of any breach under any Technology Acquisition Agreement or an intent it shall take all actions as shall from time to terminate any Technology Acquisition Agreement that is received from a Third Party and shall use reasonable efforts to cure such breach or to prevent the termination thereof, and to the extent permitted under a Technology Acquisition Agreement, MedImmune will have the right but not the obligation time be necessary to cure any breach or violation and to obtain any authorizations, consents, approvals and clearances in order that such breach by IDC, if IDC does not cure such breachrepresentations shall continue to be true and correct during that period. (b) IDC and MedImmune agree that each will not use in any capacity the services of any person or entity debarred under Section 306 of the Federal Food Drug and Cosmetic Act in connection with the research, development or manufacture of Adjuvant. 7.7 In the event that IDC receives notice from a Third Party that the use of IDC Know-How and/or IDC Patent Rights may infringe the rights of a Third Party and/or that IDC Patent Rights are invalid or not enforceable and/or IDC has Knowledge that a Third Party intends to assert such a claim, IDC shall provide MedImmune with prompt written notice thereof. In the event that MedImmune receives notice from a Third Party that the use of IDC Know-How and/or IDC Patent Rights may infringe the rights of a Third Party and/or that IDC Patent Rights are invalid or not enforceable and/or MedImmune has Knowledge that a Third Party intends to assert such a claim, MedImmune shall provide IDC with prompt written notice thereof. 7.8 With respect to the research, development, testing, use, manufacture, sale, offer to sell, import, and other disposition of Product in all material respects MedImmune agrees to comply with laws, regulations, rules, and guidelines applicable thereto.

Representations and Warranties and Covenants. 7.1 Each Party represents To induce CAM to purchase the Accounts from Seller with full knowledge that the truth and warrants to the other that it has the corporate power to enter into this Agreement, and to fully perform its obligations hereunder, and that it has not made nor will it make any commitments to others in conflict with or in derogation of such rights or this Agreement. 7.2 As accuracy of the Effective Datefollowing are being relied upon by CAM in the purchase of the Accounts and payments of the Purchase Price, IDC represents Seller represents, warrants and warrants covenants to MedImmune CAM and agrees that: (a) it Seller (i) is a nonprofit public benefit corporation duly organized and validly existing under the laws of the State of Nevada, and qualified to operate in all jurisdictions where required; and (ii) has the right requisite capacity and authority to grant execute and deliver this Agreement and the rights other agreements contemplated hereunder, to consummate the transactions contemplated hereby and licenses granted to MedImmune under this Agreementthereby, and pursuant to this Agreement MedImmune has been granted such rights perform its obligations hereunder and licensesthereunder; (b) it has not received written notice from a Third Partythis Agreement and all other agreements contemplate hereunder have been duly executed, nor has any Knowledgeand delivered by Seller and are valid and legally binding obligation of Seller, that any Third Party intends to assert enforceable against it any claim that the practice of IDC Patent Rights or use of IDC Know-How or the manufacture, use, sale, offer to sell or exploitation of Adjuvant alone or as part of a Product infringes the intellectual property rights of a Third Party or misappropriates a trade secret of a Third Party.Seller in accordance with their terms; (c) IDC has not previously assignedneither the entering into of this Agreement nor the sale of the Accounts nor the performance by the Seller of any of its other obligations under this Agreement and the other agreements contemplated hereunder will contravene, transferredbreach or result in any default under the incorporation or other organizational documents of the Seller or in any material respect of any term or condition under any mortgage, licensedlease, conveyed agreement, license, permit, statute, regulation, order, judgement, decree or otherwise encumbered its right, title and interest with respect law to which the IDC Patent Rights, Seller is a party or IDC Know-How or Technology Acquisition Agreements in by which the Field in the TerritorySeller may be bound; (d) it ▇▇▇▇▇▇ is the sole and absolute owner of each Account and has no Knowledge of any the full legal claimsright to make said sale, judgments or settlements against or owed by IDC or pending or threatened legal claims or litigation, in each case relating to Adjuvant, IDC Patent Rights, IDC Know-How or Technology Acquisition Agreementsassignment and transfer thereof hereunder; (e) all necessary consents, approvals the Face Value on each Account is as set forth on Schedule 1 and authorizations of all government authorities and other entities or persons required to be obtained by IDC as of the Effective Date such amounts are not in connection with the execution, delivery and performance of this Agreement and the granting of the rights and licenses granted under this Agreement have been obtaineddispute; (f) the Patent Rights listed in Exhibit A as being owned payment of each Account is not contingent upon the fulfillment of any obligation or condition, past or future, and any and all obligations required of Seller with regard to such Account have been fulfilled by IDC constitute all IDC Patent Rights owned solely by IDC or jointly by IDC with a Third Party within the definition of IDC Patent Rights that are licensed to MedImmune under this Agreement and, except as indicated in Exhibit A, IDC owns all right, title and interest in and to the Patent Rights listed in Exhibit A as being owned by IDCSeller; (g) all Technology Acquisition Agreements as there are no defenses, offsets, recoupments or counterclaims with respect to any of the Effective Date are listed in Exhibit B Accounts and it no agreement has provided MedImmune been made under which any account debtor with complete and accurate copies respect any of such Technology Acquisition Agreements and all such Technology Acquisition Agreements are in full force and effect and the rights and licenses granted under the Technology Acquisition Agreements to IDC have not been diminished Accounts, may claim any recoupment, deduction or limited and IDC has the right to sublicense to MedImmune the rights licensed thereunder and it has no Knowledge that it or any other party thereto is in breach of any Technology Acquisition Agreementsdiscount; (h) IDC has provided MedImmune with upon purchase, Seller will convey to CAM good and marketable title to each Account free and clear of all material information in its possession with respect to liens and encumbrances which shall thereafter be the safety sole and toxicity exclusive property of Adjuvant in all fields and efficacy of Adjuvant in the Field and, to its Knowledge, such information is accurate in all material respectsCAM; (i) to its Knowledge, IDC has not used in any capacity the services of any person or entity debarred under Section 306 none of the Federal Food, Drug and Cosmetic Act account debtors with respect to any of the Accounts is insolvent as that term is defined in connection with the research, development or manufacture of AdjuvantUnited States Bankruptcy Code; (j) all Accounts now existing or hereafter arising shall comply with each and every one of the representations, warranties, covenants and agreements referred to its Knowledge the IDC Know-How was not developed or created by use of proprietary or confidential information of a Third Party that has not been licensed in this paragraph and as otherwise supplemented pursuant to MedImmune under this Agreement; it has no Knowledge that any of the existing issued patents in the IDC Patent Rights are invalid or unenforceable or that any person or entity has or intends to assert a claim that IDC Patent Rights are invalid or unenforceable; (k) to its Knowledge, its rights in the IDC Patent Rights and IDC Know-How are not now subject to any lien, pledge no Account is evidenced by a note or security interest of any kind other than under Technology Acquisition Agreementinstrument; (l) Seller will not, during the term of this Agreement, sell, transfer, pledge a security interest or hypothecate any of its Accounts to any party other than CAM. ▇▇▇▇▇▇ agrees to reimburse CAM for actual out-of-pocket costs related to credit reports and UCC filings and searches incurred by CAM (and its Knowledgeagents, IDC has disclosed all material references to the appropriate patent offices, particularly the United States Patent Office, representatives and counsel) in all of the existing patents and patent applications that comprise the IDC Patent Rightsconnection with this Agreement; (m) to its Knowledge, Seller is solvent and the IDC Patent Rights have execution and performance under this Agreement has been filed duly authorized by all necessary corporate action and prosecuted is not in accordance with all contravention of any of Seller’s governing documents or any agreement by which Seller is bound under applicable laws, rules, and regulationslaw; (n) to its Knowledge, no patent applications have been filed Each Account purchased by CAM shall be the property of CAM and IDC has not consented shall be collected by CAM pursuant to the filing terms of any patent application under the *** dated as of ***this Agreement but, as amended indicated herein, if for any reason payment of an Account should be paid to Seller, Seller shall promptly notify CAM of such payment, shall hold any check, drafts, or monies so received in trust for the benefit of CAM and that is identified shall promptly endorse, transfer and deliver the same to CAM as provided in Section 2.1(b2.3 (a)(ii); (o) to its Knowledge, Seller’s place of business is the use one set forth at the beginning of the technology disclosed in the IDC Patent Rights and the IDC Know-How licensed to MedImmune under this Agreement does not misappropriate a trade secret of a Third Party; andand is the place where records concerning all Accounts are kept by Seller; (p) to Seller will not change the state of its Knowledgeregistration or formation or its corporate or legal name or the place where the records concerning all accounts are kept or add an additional such place, the Adjuvant as provided to MedImmune or as used by IDC, may be used, manufactured and sold in each case without infringing the Patent Rights of a Third Party; provided, however, that the representation and warranty of this Section 7.2 (p) does not ***.CAM’s prior written consent; (aq) There are no judgments outstanding affecting Seller or any of its property and there are no suits, proceedings, claims, demands or government investigations now pending or threatened against Seller or any of its property; (r) As of the Effective Date, MedImmune representsSeller is not in default or breach, and warrants nor shall any event shall have occurred or failed to IDC that: (i) it is occur which with the passage of time or service of notice constitute a limited liability company duly organizeddefault or breach, validly existing and in good standing under the laws of Delaware and has the right, power and authority to enter into this Agreement and to make the promises set forth in this Agreement; (ii) it has taken all necessary action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder; (iii) it has duly executed and delivered the Agreement, and assuming due delivery and execution by IDC this Agreement constitutes a legal, valid and binding obligation of MedImmune; (iv) the execution, delivery and performance of this Agreement do not conflict with any loan agreement, instrument indenture, mortgage or understanding, oral or written, other material agreement to which it Seller is a party or by which it is bound, nor to its Knowledge, violate any law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it; and (vs) it has not provided any IDC Know-How to an Affiliate of MedImmune that Seller is not a direct or indirect subsidiary of MedImmune and MedImmune has no Knowledge that an Affiliate of MedImmune has filed any Patent Rights with respect to Adjuvant or the use thereof in a Vaccine Product. (b) As of the Effective Date, IDC represents and warrants to MedImmune that: (i) it is a corporation duly organized, validly existing and in good standing under the laws of Delaware and has the corporate right, power and authority to enter into this Agreement and to make the promises set forth in this Agreement; (ii) it has taken all necessary corporate action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder; (iii) it has duly executed and delivered this Agreement and, assuming due delivery and execution by MedImmune, this Agreement constitutes a legal, valid and binding obligation of IDC; and (iv) the execution, delivery and performance of this Agreement do not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it is bound, nor to its Knowledge, violate any law or regulation violation of any courtlaw, governmental body or administrative ordinance, rule, order, regulation or other agency having jurisdiction over it. 7.4 EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENTrequirement of any governmental entity (whether federal, NEITHER IDC NOR MEDIMMUNE MAKES ANY WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE QUALITY OF ANY KNOW-HOW OR PATENT RIGHTS OR OTHER SUBJECT MATTER OF THIS AGREEMENT AND EACH PARTY HEREBY DISCLAIMS WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY OR REPRESENTATION REGARDING CLINICAL EFFECTIVENESS OF ADJUVANT AND/OR PRODUCT OR THAT ANY PATENT IS VALID OR THAT ANY PATENT APPLICATION WILL BE GRANTED, THAT ADJUVANT AND/OR PRODUCT OR MANUFACTURE, SALE OR USE THEREOF DOES NOT INFRINGE PATENTS OWNED BY A THIRD PARTY OR THAT A PRODUCT CAN BE SUCCESSFULLY DEVELOPED OR COMMERCIALIZED. 7.5 Except with respect to an obligation of either Party to indemnify the other hereunder, neither Party shall be liable to the other for consequential, incidental, indirect state or punitive damages arising from the performance or nonperformance of such Party under this Agreement whether such claim is based on contract, tort (including negligencelocal) or otherwise, even if an authorized representative of such Party is advised of the possibility any agency or likelihood of same. (a) IDC hereby covenants and agrees that: (i) it will not terminate any Technology Acquisition Agreement and that it will not amend or modify or consent to any amendment or modification of any Technology Acquisition Agreement that will have an adverse effect on the licenses granted to MedImmune hereunder; (ii) it will not assign any Technology Acquisition Agreement without the written consent of MedImmune (which consent will not be unreasonably withheld or delayed), except that such consent will not be required in case of assignment in connection with a merger, acquisition or sale provided that (1) such assignment is subject to this Agreement, (2) such assignment does not have an adverse effect on MedImmune’s rights thereunder, and (3) MedImmune is promptly provided with written notice of such assignment; and (4) IDC will promptly advise MedImmune of any notice of any breach under any Technology Acquisition Agreement or an intent to terminate any Technology Acquisition Agreement that is received from a Third Party and shall use reasonable efforts to cure such breach or to prevent the termination thereof, and to the extent permitted under a Technology Acquisition Agreement, MedImmune will have the right but not the obligation to cure any such breach by IDC, if IDC does not cure such breach. (b) IDC and MedImmune agree that each will not use in any capacity the services of any person or entity debarred under Section 306 of the Federal Food Drug and Cosmetic Act in connection with the research, development or manufacture of Adjuvant. 7.7 In the event that IDC receives notice from a Third Party that the use of IDC Know-How and/or IDC Patent Rights may infringe the rights of a Third Party and/or that IDC Patent Rights are invalid or not enforceable and/or IDC has Knowledge that a Third Party intends to assert such a claim, IDC shall provide MedImmune with prompt written notice thereof. In the event that MedImmune receives notice from a Third Party that the use of IDC Know-How and/or IDC Patent Rights may infringe the rights of a Third Party and/or that IDC Patent Rights are invalid or not enforceable and/or MedImmune has Knowledge that a Third Party intends to assert such a claim, MedImmune shall provide IDC with prompt written notice instrumentality thereof. 7.8 With respect to the research, development, testing, use, manufacture, sale, offer to sell, import, and other disposition of Product in all material respects MedImmune agrees to comply with laws, regulations, rules, and guidelines applicable thereto.

Representations and Warranties and Covenants. 7.1 Each Party represents 4.1 Evatech represents, warrants and warrants to the other agrees that it has the corporate power to enter into this Agreement, and to fully perform its obligations hereunder, and that it has not made nor will it make any commitments to others in conflict with or in derogation of such rights or this Agreement. 7.2 As of the Effective Date, IDC represents and warrants to MedImmune that: (a) it has the right to grant the rights and licenses granted to MedImmune under this Agreement, and pursuant to this Agreement MedImmune has been granted such rights and licenses; (b) it has not received written notice from a Third Party, nor has any Knowledge, that any Third Party intends to assert against it any claim that the practice of IDC Patent Rights or use of IDC Know-How or the manufacture, use, sale, offer to sell or exploitation of Adjuvant alone or as part of a Product infringes the intellectual property rights of a Third Party or misappropriates a trade secret of a Third Party. (c) IDC has not previously assigned, transferred, licensed, conveyed or otherwise encumbered its right, title and interest with respect to the IDC Patent Rights, or IDC Know-How or Technology Acquisition Agreements in the Field in the Territory; (d) it has no Knowledge of any legal claims, judgments or settlements against or owed by IDC or pending or threatened legal claims or litigation, in each case relating to Adjuvant, IDC Patent Rights, IDC Know-How or Technology Acquisition Agreements; (e) all necessary consents, approvals and authorizations of all government authorities and other entities or persons required to be obtained by IDC as of the Effective Date in connection with the execution, delivery and performance of this Agreement and the granting of the rights and licenses granted under this Agreement have been obtained;Closing Date: (f) the Patent Rights listed in Exhibit A as being owned by IDC constitute all IDC Patent Rights owned solely by IDC or jointly by IDC with a Third Party within the definition of IDC Patent Rights that are licensed to MedImmune under this Agreement and, except as indicated in Exhibit A, IDC owns all right, title and interest in and to the Patent Rights listed in Exhibit A as being owned by IDC; (g) all Technology Acquisition Agreements as of the Effective Date are listed in Exhibit B and it has provided MedImmune with complete and accurate copies of such Technology Acquisition Agreements and all such Technology Acquisition Agreements are in full force and effect and the rights and licenses granted under the Technology Acquisition Agreements to IDC have not been diminished or limited and IDC has the right to sublicense to MedImmune the rights licensed thereunder and it has no Knowledge that it or any other party thereto is in breach of any Technology Acquisition Agreements; (h) IDC has provided MedImmune with all material information in its possession with respect to the safety and toxicity of Adjuvant in all fields and efficacy of Adjuvant in the Field and, to its Knowledge, such information is accurate in all material respects; (i) to its Knowledge, IDC has not used in any capacity the services of any person or entity debarred under Section 306 of the Federal Food, Drug and Cosmetic Act in connection with the research, development or manufacture of Adjuvant; (j) to its Knowledge the IDC Know-How was not developed or created by use of proprietary or confidential information of a Third Party that has not been licensed to MedImmune under this Agreement; it has no Knowledge that any of the existing issued patents in the IDC Patent Rights are invalid or unenforceable or that any person or entity has or intends to assert a claim that IDC Patent Rights are invalid or unenforceable; (k) to its Knowledge, its rights in the IDC Patent Rights and IDC Know-How are not now subject to any lien, pledge or security interest of any kind other than under Technology Acquisition Agreement; (l) to its Knowledge, IDC has disclosed all material references to the appropriate patent offices, particularly the United States Patent Office, in all of the existing patents and patent applications that comprise the IDC Patent Rights; (m) to its Knowledge, the IDC Patent Rights have been filed and prosecuted in accordance with all applicable laws, rules, and regulations; (n) to its Knowledge, no patent applications have been filed and IDC has not consented to the filing of any patent application under the *** dated as of ***, as amended and that is identified in Section 2.1(b); (o) to its Knowledge, the use of the technology disclosed in the IDC Patent Rights and the IDC Know-How licensed to MedImmune under this Agreement does not misappropriate a trade secret of a Third Party; and (p) to its Knowledge, the Adjuvant as provided to MedImmune or as used by IDC, may be used, manufactured and sold without infringing the Patent Rights of a Third Party; provided, however, that the representation and warranty of this Section 7.2 (p) does not ***. (a) As of the Effective Date, MedImmune represents, and warrants to IDC that: (i) it Evatech is a limited liability company duly organizedincorporated, validly existing and in good standing under the laws of Delaware Japan, and is a corporation subject to Rehabilitation Proceedings under the Civil Rehabilitation Act; b) Evatech has the right, power complete ability to execute its right and authority its action to enter into and perform under this Agreement and to make except for the promises set forth in this Agreementmatters restricted by the Civil Rehabilitation Act; (iic) it has taken all necessary action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunderthe transactions contemplated hereunder are acts within the scope of the purpose of Evatech; (iiid) it Evatech has duly executed completed all the procedures required by the laws, its articles of association and delivered the Agreement, other internal rules to enter into and assuming due delivery and execution by IDC perform this Agreement constitutes a legal, valid (except that the approvals and binding obligation of MedImmune; (ivconsents set out in Clause 3.1(e) the execution, delivery and performance of this Agreement do above have not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it is bound, nor to its Knowledge, violate any law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it; and (v) it has not provided any IDC Know-How to an Affiliate of MedImmune that is not a direct or indirect subsidiary of MedImmune and MedImmune has no Knowledge that an Affiliate of MedImmune has filed any Patent Rights with respect to Adjuvant or the use thereof in a Vaccine Product. (b) As been obtained as of the Effective Date, IDC represents and warrants to MedImmune that: (i) it is a corporation duly organized, validly existing and in good standing under the laws of Delaware and has the corporate right, power and authority to enter into this Agreement and to make the promises set forth in this Agreement); (iie) it has taken all necessary corporate action on its part required to authorize the execution and delivery of this Agreement and the performance and transactions under this Agreement by Evatech do not: (i) violate the laws or authorizations Evatech is bound by; or (ii) violate Evatech’s articles of association or other internal rules; f) the person who signs or attaches the seal to this Agreement as the representative of Evatech is authorized to sign or attach the seal to this Agreement as the representative of Evatech under the laws, the articles of association, and the procedures required by any other internal rules; g) the materials, documents and information provided by Evatech to GaoKe in writing or orally, are true and accurate in all material aspects; h) Evatech has not presented a petition or made a resolution for proceedings for bankruptcy or any other proceeding related to its liquidation except with respect to the petition for the Rehabilitation Proceedings; i) all 28,670 shares of the Stock have been validly issued, are outstanding free of any Encumbrances and Evatech has the right to sell the Stock to GaoKe; j) Evatech has no obligation to issue or sell any shares under any options, warrants or other rights; k) the financial statements that Evatech provided to GaoKe during the due diligence according to the MOU are substantially correct and complete and have been prepared in conformity with generally accepted accounting principles applied on a consistent basis as applicable to Evatech; l) on the Closing Date, Evatech’s assets are not subject to any Encumbrances and Evatech has no substantial liabilities or contractual obligations, absolute or contingent, which are not shown or provided for in the balance sheet audited by Aska & Co. as of July 31st, 2009, except: (i) those expressly listed or referred to in the other documents provided to GaoKe; and (ii) obligations or liabilities arising out of the operation of its obligations hereunderbusiness in the ordinary course and not commonly required to be referred to in financial statements; and (iii) contingency fee and whichever expenses due for attorney, consultant or whomever involved to close the financial structure dealt in this Agreement, provided, however, that the total of such fees and expenses referred to in this Clause 4.1(l) shall not exceed One Million United States Dollars (US$1,000,000) (subject to Clause 4.1(p) below) unless otherwise agreed by GaoKe; m) there are no actions, suits, or proceedings, pending or, to the knowledge of Evatech, threatened which may result in any adverse judgment or liability, in excess of ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Dollars (US$100,000) in the aggregate, or which may result in any material adverse change in the business, operations, properties or assets or in the condition, financial or otherwise, of Evatech; n) Evatech is not in default with respect to any order, writ, injunction or decree of any court or governmental department, commission, board, agency or instrumentality, domestic or foreign; o) Evatech has complied in all material respects with all laws, regulations and judicial or administrative tribunal orders applicable to its business; and p) Evatech is not required to make any payment to Shibatsu Co., Ltd (whether under the Outsourcing Agreement between Evatech and Shibatsu Co., Ltd dated 16 March 2009 or otherwise) or, if such payment is agreed, it will not exceed Twenty Five Million Japanese Yen (JPY 25,000,000) plus any taxes payable by Evatech on such payment in total. 4.2 GaoKe represents, warrants and agrees that as of the Approval Date and the Closing Date: a) GaoKe is a corporation duly organized and validly existing under the laws of China. b) the Board of Directors of GaoKe has duly approved this Agreement and has authorized and approved the performance by GaoKe of all the acts and transactions contemplated hereby on the terms contained in this Agreement; c) the execution and carrying out of this Agreement, to the best of the knowledge and belief of GaoKe, will not violate any provisions of the laws of China or Japan; and d) GaoKe understands that no public market now exists for any of the Stock issued by Evatech, and that Evatech has made no assurances that a public market will ever exist for the Stock. 4.3 Evatech covenants that Evatech will not at any time, without the consent of GaoKe: a) present a petition for legal bankruptcy or other insolvency proceeding related to its liquidation; or b) discriminate against, nor grant any favorable treatment to, any creditor. 4.4 Evatech covenants that: a) Evatech will at all times: (i) make its best efforts to promptly obtain the approval for the draft in Exhibit B to become the Recovery Plan draft and other matters requiring an authorization of the Court or an approval of the Administrator; (ii) comply with the Civil Rehabilitation Act, other laws and the decisions/orders of the Court; (iii) perform in accordance with the settlement arrangement agreed with the secured creditors as listed in the Recovery Plan; (iv) conduct itself in accordance with the authorized or approved plans, including but not limited to the Recovery Plan; (v) prepare and maintain its accounting books and other financial records listing accurately, among other things, its transactions, assets and liabilities in accordance with the Companies Act of Japan, ther laws and standard accounting practice; (vi) until the Closing Date, provide to GaoKe on a bi-weekly basis management reports setting out in detail the business of Evatech and all cash flows including the disbursement of the funds obtained through the bridging loans provided to Evatech by GaoKe pursuant to the MOU; b) in the event Evatech plans to do any of the following, it has duly executed will give prior written notice to, and delivered consult with, GaoKe: (i) receive a loan from a third party; (ii) create a security interest for a third party; (iii) give a guarantee to a third party; (iv) sell or encumber any major assets; (v) transfer any of its business operations; (vi) merge or spin off; (vii) make a loan to a third party (excluding a loan to a subsidiary or affiliate or a small loan); (viii) present a petition for change in Recovery Plan and others; c) until the Closing Date, Evatech will immediately report to GaoKe when there is a reasonable possibility that any event below is likely to occur or does in fact occur: (i) there is a significant change regarding the representations and warranties or the covenants in this Agreement andClause 4; (ii) an event that adversely affects the execution or implementation of the Rehabilitation Proceedings or the Recovery Plan; d) upon GaoKe’s request, assuming due delivery and execution by MedImmuneEvatech will immediately report to GaoKe regarding the progress of negotiations or settlement with the creditors listed in the Recovery Plan; e) Evatech will report to GaoKe from time to time any developments with respect to the Rehabilitation Proceedings; f) in the event Evatech submits the Recovery Plan draft to the Court, this Agreement constitutes a legalEvatech will submit the draft in advance to GaoKe, valid and binding obligation in which case GaoKe may express its opinion on the content of IDCsuch Recovery Plan draft; g) the Board of Directors of Evatech as of the Closing Date shall consist of the following members only: (i) Eiji Ino; (ii) ▇▇▇▇▇▇▇▇ ▇▇; and (iviii) ▇▇▇▇ ▇. ▇▇▇ h) upon receipt of the executionTotal Investment from GaoKe, delivery and performance of Evatech may only use such money as contemplated in the Recovery Plan or as prescribed in this Agreement do not conflict including the immediate repayment to GaoKe of the amount of One Hundred Forty Million Japanese Yen (JPY 140,000,000) representing the bridging loans provided by GaoKe to Evatech pursuant to the MOU and all interest payable thereto as well as the repayments to all creditors as agreed in the Recovery Plan; i) Notwithstanding the foregoing paragraph (h), Evatech may use such money to any payment that is authorized by GaoKe prior to such payment, or any such payment required by Japanese law provided GaoKe is notified of Evatech’s intention to make such payment no later than 5 days before the payment is made; j) any funds from the Total Investment that remain following the repayment to GaoKe for the bridging loans provided to Evatech and the repayments to all creditors as agreed in the Recovery Plan shall be used exclusively for Evatech’s business operations as directed by GaoKe in its capacity as shareholder of Evatech; and k) GaoKe covenants that following closing of the transaction contemplated in this Agreement, it shall file a post-transaction report with any agreement, instrument or understanding, oral or written, to which it is a party or by which it is bound, nor to its Knowledge, violate any law or regulation the Ministry of any court, governmental body or administrative or other agency having jurisdiction over it. 7.4 EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER IDC NOR MEDIMMUNE MAKES ANY WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE QUALITY OF ANY KNOW-HOW OR PATENT RIGHTS OR OTHER SUBJECT MATTER OF THIS AGREEMENT AND EACH PARTY HEREBY DISCLAIMS WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY OR REPRESENTATION REGARDING CLINICAL EFFECTIVENESS OF ADJUVANT AND/OR PRODUCT OR THAT ANY PATENT IS VALID OR THAT ANY PATENT APPLICATION WILL BE GRANTED, THAT ADJUVANT AND/OR PRODUCT OR MANUFACTURE, SALE OR USE THEREOF DOES NOT INFRINGE PATENTS OWNED BY A THIRD PARTY OR THAT A PRODUCT CAN BE SUCCESSFULLY DEVELOPED OR COMMERCIALIZED. 7.5 Except Finance through the Bank of Japan with respect to an obligation of either Party to indemnify the other hereunder, neither Party shall be liable to the other for consequential, incidental, indirect or punitive damages arising from the performance or nonperformance of such Party under this Agreement whether such claim is based on contract, tort (including negligence) or otherwise, even if an authorized representative of such Party is advised acquisition of the possibility or likelihood of sameStock. (a) IDC hereby covenants and agrees that: (i) it will not terminate any Technology Acquisition Agreement and that it will not amend or modify or consent to any amendment or modification of any Technology Acquisition Agreement that will have an adverse effect on the licenses granted to MedImmune hereunder; (ii) it will not assign any Technology Acquisition Agreement without the written consent of MedImmune (which consent will not be unreasonably withheld or delayed), except that such consent will not be required in case of assignment in connection with a merger, acquisition or sale provided that (1) such assignment is subject to this Agreement, (2) such assignment does not have an adverse effect on MedImmune’s rights thereunder, and (3) MedImmune is promptly provided with written notice of such assignment; and (4) IDC will promptly advise MedImmune of any notice of any breach under any Technology Acquisition Agreement or an intent to terminate any Technology Acquisition Agreement that is received from a Third Party and shall use reasonable efforts to cure such breach or to prevent the termination thereof, and to the extent permitted under a Technology Acquisition Agreement, MedImmune will have the right but not the obligation to cure any such breach by IDC, if IDC does not cure such breach. (b) IDC and MedImmune agree that each will not use in any capacity the services of any person or entity debarred under Section 306 of the Federal Food Drug and Cosmetic Act in connection with the research, development or manufacture of Adjuvant. 7.7 In the event that IDC receives notice from a Third Party that the use of IDC Know-How and/or IDC Patent Rights may infringe the rights of a Third Party and/or that IDC Patent Rights are invalid or not enforceable and/or IDC has Knowledge that a Third Party intends to assert such a claim, IDC shall provide MedImmune with prompt written notice thereof. In the event that MedImmune receives notice from a Third Party that the use of IDC Know-How and/or IDC Patent Rights may infringe the rights of a Third Party and/or that IDC Patent Rights are invalid or not enforceable and/or MedImmune has Knowledge that a Third Party intends to assert such a claim, MedImmune shall provide IDC with prompt written notice thereof. 7.8 With respect to the research, development, testing, use, manufacture, sale, offer to sell, import, and other disposition of Product in all material respects MedImmune agrees to comply with laws, regulations, rules, and guidelines applicable thereto.

Representations and Warranties and Covenants. 7.1 9.1 Each Party represents and warrants to the other that it has the corporate power to enter into this Agreement, and to fully perform its obligations hereunder, and that it has not made nor will it make any commitments to others in conflict with or in derogation of such rights or this Agreement. 7.2 As of the Effective Date, IDC represents and warrants to MedImmune Parties that: (a) it has the right to grant the rights and licenses granted to MedImmune under this Agreement, and pursuant to this Agreement MedImmune has been granted such rights and licenses; (b) it has not received written notice from a Third Party, nor has any Knowledge, that any Third Party intends to assert against it any claim that the practice of IDC Patent Rights or use of IDC Know-How or the manufacture, use, sale, offer to sell or exploitation of Adjuvant alone or as part of a Product infringes the intellectual property rights of a Third Party or misappropriates a trade secret of a Third Party. (c) IDC has not previously assigned, transferred, licensed, conveyed or otherwise encumbered its right, title and interest with respect to the IDC Patent Rights, or IDC Know-How or Technology Acquisition Agreements in the Field in the Territory; (d) it has no Knowledge of any legal claims, judgments or settlements against or owed by IDC or pending or threatened legal claims or litigation, in each case relating to Adjuvant, IDC Patent Rights, IDC Know-How or Technology Acquisition Agreements; (e) all necessary consents, approvals and authorizations of all government authorities and other entities or persons required to be obtained by IDC as of the Effective Date in connection with the execution, delivery and performance of this Agreement and the granting of the rights and licenses granted under this Agreement have been obtained; (f) the Patent Rights listed in Exhibit A as being owned by IDC constitute all IDC Patent Rights owned solely by IDC or jointly by IDC with a Third Party within the definition of IDC Patent Rights that are licensed to MedImmune under this Agreement and, except as indicated in Exhibit A, IDC owns all right, title and interest in and to the Patent Rights listed in Exhibit A as being owned by IDC; (g) all Technology Acquisition Agreements as of the Effective Date are listed in Exhibit B and it has provided MedImmune with complete and accurate copies of such Technology Acquisition Agreements and all such Technology Acquisition Agreements are in full force and effect and the rights and licenses granted under the Technology Acquisition Agreements to IDC have not been diminished or limited and IDC has the right to sublicense to MedImmune the rights licensed thereunder and it has no Knowledge that it or any other party thereto is in breach of any Technology Acquisition Agreements; (h) IDC has provided MedImmune with all material information in its possession with respect to the safety and toxicity of Adjuvant in all fields and efficacy of Adjuvant in the Field and, to its Knowledge, such information is accurate in all material respects; (i) to its Knowledge, IDC has not used in any capacity the services of any person or entity debarred under Section 306 of the Federal Food, Drug and Cosmetic Act in connection with the research, development or manufacture of Adjuvant; (j) to its Knowledge the IDC Know-How was not developed or created by use of proprietary or confidential information of a Third Party that has not been licensed to MedImmune under this Agreement; it has no Knowledge that any of the existing issued patents in the IDC Patent Rights are invalid or unenforceable or that any person or entity has or intends to assert a claim that IDC Patent Rights are invalid or unenforceable; (k) to its Knowledge, its rights in the IDC Patent Rights and IDC Know-How are not now subject to any lien, pledge or security interest of any kind other than under Technology Acquisition Agreement; (l) to its Knowledge, IDC has disclosed all material references to the appropriate patent offices, particularly the United States Patent Office, in all of the existing patents and patent applications that comprise the IDC Patent Rights; (m) to its Knowledge, the IDC Patent Rights have been filed and prosecuted in accordance with all applicable laws, rules, and regulations; (n) to its Knowledge, no patent applications have been filed and IDC has not consented to the filing of any patent application under the *** dated as of ***, as amended and that is identified in Section 2.1(b); (o) to its Knowledge, the use of the technology disclosed in the IDC Patent Rights and the IDC Know-How licensed to MedImmune under this Agreement does not misappropriate a trade secret of a Third Party; and (p) to its Knowledge, the Adjuvant as provided to MedImmune or as used by IDC, may be used, manufactured and sold without infringing the Patent Rights of a Third Party; provided, however, that the representation and warranty of this Section 7.2 (p) does not ***. (a) As of the Effective Date, MedImmune represents, and warrants to IDC that: : (i) it is a limited liability company duly organized, incorporated and validly existing and legal person in good standing under the laws its country of Delaware incorporation and has the right, all requisite corporate power and authority to enter into this Agreement and to make the promises set forth conduct its business in this Agreement; accordance with its business license, articles of association or similar corporate organizational documents; (ii) it has the full power and authority and has taken all corporate actions necessary action on to enter into, to execute and deliver and to perform all its part obligations under this Agreement, as the case may be, and to consummate the transactions contemplated herein and therein; (iii) upon execution, this Agreement will constitute its valid and binding obligations enforceable against it in accordance with their terms; (iv) no notices, reports or other filings are required to authorize be made by it with, nor are any consents, waivers, authorization, registrations, approvals, declarations, permits or expiration of any applicable waiting periods are required to be obtained by it from, any Government Authority in connection with the execution and or delivery of this Agreement Agreement; (v) no litigation, judicial or governmental proceeding is pending, or to the best of its knowledge threatened against it, which would have a material adverse effect on its financial condition or business or its ability to carry out the transactions contemplated herein and therein; and (vi) it is not related to any anti-social forces. 9.2 Each Party shall (a) provide the means and facilities necessary to carry out its respective tasks set out hereunder in a professional manner, (b) provide appropriate and qualified personnel for the performance of its obligations hereunder; (iii) it has duly executed and delivered the Agreement, and assuming due delivery and execution by IDC this Agreement constitutes a legal, valid and binding obligation of MedImmune; (iv) the execution, delivery and performance of this Agreement do not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it is bound, nor to its Knowledge, violate any law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it; and (v) it has not provided any IDC Know-How to an Affiliate of MedImmune that is not a direct or indirect subsidiary of MedImmune and MedImmune has no Knowledge that an Affiliate of MedImmune has filed any Patent Rights with respect to Adjuvant or the use thereof in a Vaccine Product. (b) As of the Effective Date, IDC represents and warrants to MedImmune that: (i) it is a corporation duly organized, validly existing and in good standing under the laws of Delaware and has the corporate right, power and authority to enter into this Agreement and to make the promises set forth in this Agreement; (ii) it has taken all necessary corporate action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder; (iii) it has duly executed and delivered this Agreement and, assuming due delivery and execution by MedImmune, this Agreement constitutes a legal, valid and binding obligation of IDC; and (iv) the execution, delivery and performance of this Agreement do not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it is bound, nor to its Knowledge, violate any law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it. 7.4 EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER IDC NOR MEDIMMUNE MAKES ANY WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE QUALITY OF ANY KNOW-HOW OR PATENT RIGHTS OR OTHER SUBJECT MATTER OF THIS AGREEMENT AND EACH PARTY HEREBY DISCLAIMS WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY OR REPRESENTATION REGARDING CLINICAL EFFECTIVENESS OF ADJUVANT AND/OR PRODUCT OR THAT ANY PATENT IS VALID OR THAT ANY PATENT APPLICATION WILL BE GRANTED, THAT ADJUVANT AND/OR PRODUCT OR MANUFACTURE, SALE OR USE THEREOF DOES NOT INFRINGE PATENTS OWNED BY A THIRD PARTY OR THAT A PRODUCT CAN BE SUCCESSFULLY DEVELOPED OR COMMERCIALIZED. 7.5 Except with respect to an obligation of either Party to indemnify the other respective tasks hereunder, neither Party shall (c) use all reasonable efforts to carry out the Work and their respective tasks within the period fixed by the time schedule agreed to by the Parties, (d) ascertain that the Work will be liable to carried out in full accordance with the other for consequential, incidental, indirect or punitive damages arising from the performance or nonperformance stipulations of such Party under this Agreement whether such claim is based on contract, tort (including negligence) or otherwise, even if an authorized representative of such Party is advised of the possibility or likelihood of same. (a) IDC hereby covenants and agrees that: (i) it will not terminate any Technology Acquisition Agreement and that it will not amend or modify or consent to any amendment or modification of any Technology Acquisition Agreement that will have an adverse effect on the licenses granted to MedImmune hereunder; (ii) it will not assign any Technology Acquisition Agreement without the written consent of MedImmune (which consent will not be unreasonably withheld or delayed), except that such consent will not be required in case of assignment in connection with a merger, acquisition or sale provided that (1) such assignment is subject to this Agreement, (2e) such assignment does not have an adverse effect on MedImmune’s rights thereunder, maintain the Work in confidence pending disclosure to and (3) MedImmune is promptly provided with written notice of such assignmentprotection; and (4f) IDC will promptly advise MedImmune not to knowingly or negligently use knowledge in violation of third parties’ rights. 9.3 The Parties acknowledge that Background Information, Sideground Information, Project Sideground Information, Results, Improvements and all other information provided by one Party to another under the Agreement are provided on an “AS IS” basis, without any express or implied warranty, including but not limited to, any and all warranties as to their commercial exploitation, safety, fitness or conformity for any particular purpose or use, accuracy and absence of defects, nor as to the absence of any notice dependence upon or infringement of proprietary rights of third parties. 9.4 Except as provided in Article 9.2, the Parties do not represent nor warrant to each other that any advice or information given by them or by any of their respective employees who work on any part of the Project, or the content or use of any breach under any Technology Acquisition Agreement Results, Background Information, Sideground Information, Project Sideground Information, Improvement or an intent to terminate any Technology Acquisition Agreement that is received from a Third Party and shall use reasonable efforts to cure such breach materials, works or to prevent the termination thereof, and to the extent permitted under a Technology Acquisition Agreement, MedImmune will have the right but not the obligation to cure any such breach by IDC, if IDC does not cure such breach. (b) IDC and MedImmune agree that each will not use in any capacity the services of any person or entity debarred under Section 306 of the Federal Food Drug and Cosmetic Act information provided in connection with the research, development Project will not constitute or manufacture result in any infringement of Adjuvantthird-party rights. 7.7 In the event that IDC receives notice from a Third Party that the use of IDC Know-How and/or IDC Patent Rights may infringe the rights of a Third Party and/or that IDC Patent Rights are invalid or not enforceable and/or IDC has Knowledge that a Third Party intends to assert such a claim, IDC shall provide MedImmune with prompt written notice thereof. In the event that MedImmune receives notice from a Third Party that the use of IDC Know-How and/or IDC Patent Rights may infringe the rights of a Third Party and/or that IDC Patent Rights are invalid or not enforceable and/or MedImmune has Knowledge that a Third Party intends to assert such a claim, MedImmune shall provide IDC with prompt written notice thereof. 7.8 With respect to the research, development, testing, use, manufacture, sale, offer to sell, import, and other disposition of Product in all material respects MedImmune agrees to comply with laws, regulations, rules, and guidelines applicable thereto.

Representations and Warranties and Covenants. 7.1 Each Party (a) ALRT represents to MNFR that: (i) ALRT is the owner of GluCurve, and warrants to the other that it has the corporate power rights to use the Intellectual Property associated therewith; (ii) ALRT is a Singapore company, in good standing with the Accounting and Corporate Regulatory Authority; (iii) ALRT has the authority to enter into this Agreement, and upon execution hereof, this Agreement will be binding upon ALRT in accordance with its terms; and (iv) Entering into this Agreement does not breach or violate the terms of any other agreement to fully perform its obligations hereunder, and that it has not made nor will it make any commitments to others in conflict with or in derogation of such rights or this Agreementwhich ▇▇▇▇ is a party. 7.2 As (v) ALRT will have adequate working capital and financial capacity so as to be able to pay for the CGM System ordered under the terms of the Effective Date, IDC represents and warrants to MedImmune that:Agreement; (avi) it has ALRT will maintain compliance with all applicable Laws during the right Term; and (vii) ALRT, at its reasonable efforts, will provide sufficient documents and information to grant the rights and licenses granted to MedImmune under this Agreement, and pursuant to this Agreement MedImmune has been granted such rights and licenses;coordinate with MNFR for its internal audit purpose. (b) it has not received written notice from a Third Party, nor has any Knowledge, that any Third Party intends MNFR represents to assert against it any claim that the practice of IDC Patent Rights or use of IDC Know-How or the manufacture, use, sale, offer to sell or exploitation of Adjuvant alone or as part of a Product infringes the intellectual property rights of a Third Party or misappropriates a trade secret of a Third Party. (c) IDC has not previously assigned, transferred, licensed, conveyed or otherwise encumbered its right, title and interest with respect to the IDC Patent Rights, or IDC Know-How or Technology Acquisition Agreements in the Field in the Territory; (d) it has no Knowledge of any legal claims, judgments or settlements against or owed by IDC or pending or threatened legal claims or litigation, in each case relating to Adjuvant, IDC Patent Rights, IDC Know-How or Technology Acquisition Agreements; (e) all necessary consents, approvals and authorizations of all government authorities and other entities or persons required to be obtained by IDC as of the Effective Date in connection with the execution, delivery and performance of this Agreement and the granting of the rights and licenses granted under this Agreement have been obtained; (f) the Patent Rights listed in Exhibit A as being owned by IDC constitute all IDC Patent Rights owned solely by IDC or jointly by IDC with a Third Party within the definition of IDC Patent Rights that are licensed to MedImmune under this Agreement and, except as indicated in Exhibit A, IDC owns all right, title and interest in and to the Patent Rights listed in Exhibit A as being owned by IDC; (g) all Technology Acquisition Agreements as of the Effective Date are listed in Exhibit B and it has provided MedImmune with complete and accurate copies of such Technology Acquisition Agreements and all such Technology Acquisition Agreements are in full force and effect and the rights and licenses granted under the Technology Acquisition Agreements to IDC have not been diminished or limited and IDC has the right to sublicense to MedImmune the rights licensed thereunder and it has no Knowledge that it or any other party thereto is in breach of any Technology Acquisition Agreements; (h) IDC has provided MedImmune with all material information in its possession with respect to the safety and toxicity of Adjuvant in all fields and efficacy of Adjuvant in the Field and, to its Knowledge, such information is accurate in all material respects; (i) to its Knowledge, IDC has not used in any capacity the services of any person or entity debarred under Section 306 of the Federal Food, Drug and Cosmetic Act in connection with the research, development or manufacture of Adjuvant; (j) to its Knowledge the IDC Know-How was not developed or created by use of proprietary or confidential information of a Third Party that has not been licensed to MedImmune under this Agreement; it has no Knowledge that any of the existing issued patents in the IDC Patent Rights are invalid or unenforceable or that any person or entity has or intends to assert a claim that IDC Patent Rights are invalid or unenforceable; (k) to its Knowledge, its rights in the IDC Patent Rights and IDC Know-How are not now subject to any lien, pledge or security interest of any kind other than under Technology Acquisition Agreement; (l) to its Knowledge, IDC has disclosed all material references to the appropriate patent offices, particularly the United States Patent Office, in all of the existing patents and patent applications that comprise the IDC Patent Rights; (m) to its Knowledge, the IDC Patent Rights have been filed and prosecuted in accordance with all applicable laws, rules, and regulations; (n) to its Knowledge, no patent applications have been filed and IDC has not consented to the filing of any patent application under the *** dated as of ***, as amended and that is identified in Section 2.1(b); (o) to its Knowledge, the use of the technology disclosed in the IDC Patent Rights and the IDC Know-How licensed to MedImmune under this Agreement does not misappropriate a trade secret of a Third Party; and (p) to its Knowledge, the Adjuvant as provided to MedImmune or as used by IDC, may be used, manufactured and sold without infringing the Patent Rights of a Third Party; provided, however, that the representation and warranty of this Section 7.2 (p) does not ***. (a) As of the Effective Date, MedImmune represents, and warrants to IDC ALRT that: (i) it MNFR is a limited liability company duly organizedChinese company, validly existing and in good standing under with the laws of Delaware Accounting and Corporate Regulatory Authority (ii) MNFR has the right, power and authority to enter into this Agreement, and upon execution hereof, this Agreement and to make the promises set forth will be binding upon MNFR in this Agreementaccordance with its terms; (iiiii) it MNFR can, and has taken the ability credentials and experience to, manufacture, assemble and ship the CGM System in accordance with the specifications, pricing and production volumes in accordance with this Agreement. (iv) MNFR shall to the best of its ability, provide adequate resources to fulfill all necessary action on its part required obligations hereunder during the term of this Agreement. (v) MNFR shall provide adequate resources to authorize fulfill all its obligations hereunder during the execution and delivery term of this Agreement including without limitation engineering, manufacturing and quality assurance. (vi) MNFR shall have adequate working capital and financial capacity so as to be able to order components and complete the CGM System manufacturing cycle per the order terms from ALRT; (vii) MNFR has the physical capacity within its existing premises to undertake its obligations hereunder; (viii) MNFR has the necessary personnel, knowledge and expertise to manufacture the CGM System to the Specifications stated herein; (ix) MNFR will manufacture, test, label and package the CGM System to agreed and documented Specifications, and in accordance with ISO13485 as defined by the International Organization for Standardization and will not make any changes to the CGM Systems without the consent of ALRT; (x) MNFR will maintain compliance with all applicable Laws during the duration of the Agreement with respect to its manufacturing facilities, employees and manufacturing processes; (xi) CGM Systems shall be manufactured in MNFR’s facilities located at Suzhou, Building 1, Biobay, ▇▇.▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇,▇▇▇▇▇▇, or Nantong, 3rd Floor, 6th Building, ▇▇. ▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇, unless otherwise agreed by the Parties; (xii) MNFR shall not sub-contract any of its rights to manufacture the CGM Systems hereunder to a third party without the prior written approval of ALRT (xiii) MNFR shall, at its expense, be responsible for obtaining and maintaining any permits or approvals from government authorities which are required in connection with the performance of its obligations hereunder; (iiixiv) it has duly executed and delivered the AgreementMNFR shall permit ALRT, and assuming due delivery and execution by IDC this Agreement constitutes a legal, valid and binding obligation of MedImmune; (iv) the execution, delivery and performance of this Agreement do not conflict with any agreement, instrument or understanding, oral or writtenits representatives, to which it is a party or by which it is boundvisit and inspect MNFR’s facilities for the purpose of i) observing the manufacturing, nor testing, labeling, packaging and storing of CGM Systems and ii) to allow representatives of ALRT to inspect the quality of its Knowledge, violate any law or regulation manufacturing and quality assurance processes. ▇▇▇▇ agrees to give MNFR 48-hours advance notice of any court, governmental body or administrative or other agency having jurisdiction over itproposed visit to the facilities. Any such visits shall be during normal business hours on Business Days; and (vxv) it has not provided any IDC Know-How to an Affiliate of MedImmune that is not a direct or indirect subsidiary of MedImmune and MedImmune has no Knowledge that an Affiliate of MedImmune has filed any Patent Rights with respect to Adjuvant or the use thereof in a Vaccine Product. (b) As of the Effective Date, IDC represents and warrants to MedImmune that: (i) it is a corporation duly organized, validly existing and in good standing under the laws of Delaware and has the corporate right, power and authority to enter Entering into this Agreement and to make does not breach or violate the promises set forth in this Agreement; (ii) it has taken all necessary corporate action on its part required to authorize the execution and delivery terms of this Agreement and the performance of its obligations hereunder; (iii) it has duly executed and delivered this Agreement and, assuming due delivery and execution by MedImmune, this Agreement constitutes a legal, valid and binding obligation of IDC; and (iv) the execution, delivery and performance of this Agreement do not conflict with any agreement, instrument or understanding, oral or written, other agreement to which it MNFR is a party or by which it is bound, nor to its Knowledge, violate any law or regulation of any court, governmental body or administrative or other agency having jurisdiction over itparty. 7.4 EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER IDC NOR MEDIMMUNE MAKES ANY WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE QUALITY OF ANY KNOW-HOW OR PATENT RIGHTS OR OTHER SUBJECT MATTER OF THIS AGREEMENT AND EACH PARTY HEREBY DISCLAIMS WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY OR REPRESENTATION REGARDING CLINICAL EFFECTIVENESS OF ADJUVANT AND/OR PRODUCT OR THAT ANY PATENT IS VALID OR THAT ANY PATENT APPLICATION WILL BE GRANTED, THAT ADJUVANT AND/OR PRODUCT OR MANUFACTURE, SALE OR USE THEREOF DOES NOT INFRINGE PATENTS OWNED BY A THIRD PARTY OR THAT A PRODUCT CAN BE SUCCESSFULLY DEVELOPED OR COMMERCIALIZED. 7.5 Except with respect to an obligation of either Party to indemnify the other hereunder, neither Party shall be liable to the other for consequential, incidental, indirect or punitive damages arising from the performance or nonperformance of such Party under this Agreement whether such claim is based on contract, tort (including negligence) or otherwise, even if an authorized representative of such Party is advised of the possibility or likelihood of same. (a) IDC hereby covenants and agrees that: (i) it will not terminate any Technology Acquisition Agreement and that it will not amend or modify or consent to any amendment or modification of any Technology Acquisition Agreement that will have an adverse effect on the licenses granted to MedImmune hereunder; (ii) it will not assign any Technology Acquisition Agreement without the written consent of MedImmune (which consent will not be unreasonably withheld or delayed), except that such consent will not be required in case of assignment in connection with a merger, acquisition or sale provided that (1) such assignment is subject to this Agreement, (2) such assignment does not have an adverse effect on MedImmune’s rights thereunder, and (3) MedImmune is promptly provided with written notice of such assignment; and (4) IDC will promptly advise MedImmune of any notice of any breach under any Technology Acquisition Agreement or an intent to terminate any Technology Acquisition Agreement that is received from a Third Party and shall use reasonable efforts to cure such breach or to prevent the termination thereof, and to the extent permitted under a Technology Acquisition Agreement, MedImmune will have the right but not the obligation to cure any such breach by IDC, if IDC does not cure such breach. (b) IDC and MedImmune agree that each will not use in any capacity the services of any person or entity debarred under Section 306 of the Federal Food Drug and Cosmetic Act in connection with the research, development or manufacture of Adjuvant. 7.7 In the event that IDC receives notice from a Third Party that the use of IDC Know-How and/or IDC Patent Rights may infringe the rights of a Third Party and/or that IDC Patent Rights are invalid or not enforceable and/or IDC has Knowledge that a Third Party intends to assert such a claim, IDC shall provide MedImmune with prompt written notice thereof. In the event that MedImmune receives notice from a Third Party that the use of IDC Know-How and/or IDC Patent Rights may infringe the rights of a Third Party and/or that IDC Patent Rights are invalid or not enforceable and/or MedImmune has Knowledge that a Third Party intends to assert such a claim, MedImmune shall provide IDC with prompt written notice thereof. 7.8 With respect to the research, development, testing, use, manufacture, sale, offer to sell, import, and other disposition of Product in all material respects MedImmune agrees to comply with laws, regulations, rules, and guidelines applicable thereto.

Representations and Warranties and Covenants. 7.1 Each Party (a) The Mortgage Loan Seller hereby represents and warrants to the other that it has the corporate power to enter into this Agreement, Company and to fully perform its obligations hereunder, and that it has not made nor will it make any commitments to others in conflict with or in derogation of such rights or this Agreement. 7.2 As the Trustee (for the benefit of the Effective DateCertificateholders) as the transferee of the Company, IDC represents and warrants to MedImmune that: (a) it has the right to grant the rights and licenses granted to MedImmune under this Agreement, and pursuant to this Agreement MedImmune has been granted such rights and licenses; (b) it has not received written notice from a Third Party, nor has any Knowledge, that any Third Party intends to assert against it any claim that the practice of IDC Patent Rights or use of IDC Know-How or the manufacture, use, sale, offer to sell or exploitation of Adjuvant alone or as part of a Product infringes the intellectual property rights of a Third Party or misappropriates a trade secret of a Third Party. (c) IDC has not previously assigned, transferred, licensed, conveyed or otherwise encumbered its right, title and interest with respect to the IDC Patent Rights, or IDC Know-How or Technology Acquisition Agreements in the Field in the Territory; (d) it has no Knowledge of any legal claims, judgments or settlements against or owed by IDC or pending or threatened legal claims or litigation, in each case relating to Adjuvant, IDC Patent Rights, IDC Know-How or Technology Acquisition Agreements; (e) all necessary consents, approvals and authorizations of all government authorities and other entities or persons required to be obtained by IDC as of the Effective Date date hereof being brought down in connection with the execution, delivery and performance of this Agreement and the granting of the rights and licenses granted under this Agreement have been obtained; (f) the Patent Rights listed in Exhibit A as being owned by IDC constitute all IDC Patent Rights owned solely by IDC or jointly by IDC with a Third Party within the definition of IDC Patent Rights that are licensed to MedImmune under this Agreement and, except as indicated in Exhibit A, IDC owns all right, title and interest in and to the Patent Rights listed in Exhibit A as being owned by IDC; (g) all Technology Acquisition Agreements as of the Effective Date are listed in Exhibit B and it has provided MedImmune with complete and accurate copies of such Technology Acquisition Agreements and all such Technology Acquisition Agreements are in full force and effect and the rights and licenses granted under the Technology Acquisition Agreements to IDC have not been diminished or limited and IDC has the right to sublicense to MedImmune the rights licensed thereunder and it has no Knowledge that it or any other party thereto is in breach of any Technology Acquisition Agreements; (h) IDC has provided MedImmune with all material information in its possession with respect to the safety and toxicity of Adjuvant in all fields and efficacy of Adjuvant in the Field and, to its Knowledge, such information is accurate in all material respects; (i) to its Knowledge, IDC has not used in any capacity the services of any person or entity debarred under Section 306 of the Federal Food, Drug and Cosmetic Act in connection with the research, development or manufacture of Adjuvant; (j) to its Knowledge the IDC Know-How was not developed or created by use of proprietary or confidential information of a Third Party that has not been licensed to MedImmune under this Agreement; it has no Knowledge that any of the existing issued patents in the IDC Patent Rights are invalid or unenforceable or that any person or entity has or intends to assert a claim that IDC Patent Rights are invalid or unenforceable; (k) to its Knowledge, its rights in the IDC Patent Rights and IDC Know-How are not now subject to any lien, pledge or security interest of any kind other than under Technology Acquisition Agreement; (l) to its Knowledge, IDC has disclosed all material references to the appropriate patent offices, particularly the United States Patent Office, in all of the existing patents and patent applications that comprise the IDC Patent Rights; (m) to its Knowledge, the IDC Patent Rights have been filed and prosecuted in accordance with all applicable laws, rules, and regulations; (n) to its Knowledge, no patent applications have been filed and IDC has not consented to the filing of any patent application under the *** dated as of ***, as amended and that is identified in Section 2.1(b); (o) to its Knowledge, the use of the technology disclosed in the IDC Patent Rights and the IDC Know-How licensed to MedImmune under this Agreement does not misappropriate a trade secret of a Third Party; and (p) to its Knowledge, the Adjuvant as provided to MedImmune or as used by IDC, may be used, manufactured and sold without infringing the Patent Rights of a Third Party; provided, however, that the representation and warranty of this Section 7.2 (p) does not ***. (a) As of the Effective Date, MedImmune represents, and warrants to IDC closing certificate that: (i) it The Mortgage Loan Seller is a limited liability company duly organized, validly existing and in good standing under the laws of Delaware and has the right, power and authority to enter into this Agreement and to make the promises set forth in this Agreement; (ii) it has taken all necessary action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder; (iii) it has duly executed and delivered the Agreement, and assuming due delivery and execution by IDC this Agreement constitutes a legal, valid and binding obligation of MedImmune; (iv) the execution, delivery and performance of this Agreement do not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it is bound, nor to its Knowledge, violate any law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it; and (v) it has not provided any IDC Know-How to an Affiliate of MedImmune that is not a direct or indirect subsidiary of MedImmune and MedImmune has no Knowledge that an Affiliate of MedImmune has filed any Patent Rights with respect to Adjuvant or the use thereof in a Vaccine Product. (b) As of the Effective Date, IDC represents and warrants to MedImmune that: (i) it is a corporation duly organized, validly existing and in good standing under the laws of Delaware and has the State of Delaware, with the necessary corporate right, power and authority to enter into this Agreement own its assets and conduct its business as now being conducted, is duly qualified as a foreign corporation in good standing in all jurisdictions in which the ownership or lease of its property or the conduct of its business requires such qualification, except where the failure to make be so qualified would not have a material adverse effect on the promises set forth in this Agreement; (ii) it value of the Mortgage Loans and the ability of the Mortgage Loan Seller to perform its obligations hereunder, and the Mortgage Loan Seller has taken all necessary corporate action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder; (iii) it has duly executed and delivered this Agreement and, assuming due delivery and execution by MedImmune, this Agreement constitutes a legal, valid and binding obligation of IDC; and (iv) the execution, delivery and performance of this Agreement do by it, and has the necessary corporate power and authority to execute, deliver and perform this Agreement and all the transactions of the Mortgage Loan Seller contemplated hereby, including, but not limited to, the power and authority to sell, assign, transfer, set over and convey the Mortgage Loans in accordance with this Agreement; (ii) This Agreement has been duly authorized, executed and delivered by the Mortgage Loan Seller and assuming the due authorization, execution and delivery by the Company, will constitute a legal, valid and binding obligation of the Mortgage Loan Seller, enforceable against the Mortgage Loan Seller in accordance with its respective terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other similar laws affecting the enforcement of creditors' rights generally, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), or by public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from liabilities under applicable securities laws; (iii) The execution and delivery of this Agreement by the Mortgage Loan Seller and the performance of its obligations hereunder (1) will not conflict with any agreement, instrument provision of any law or understanding, oral or written, regulation to which it the Mortgage Loan Seller is subject, or conflict with, result in a breach of or constitute a default under any of the terms, conditions or provisions of any of the Mortgage Loan Seller's organizational documents or any agreement or instrument to which the Mortgage Loan Seller is a party or by which it is bound, nor or any order or decree applicable to its Knowledgethe Mortgage Loan Seller, violate any law or regulation result in the creation or imposition of any courtlien on any of the Mortgage Loan Seller's assets or property, in each case which would materially and adversely affect the ability of the Mortgage Loan Seller to carry out the transactions contemplated by this Agreement; and (2) does not require the consent of any third party or such consent has been obtained; (iv) There is no action, suit, proceeding or, to the knowledge of the Mortgage Loan Seller, investigation pending and, to the knowledge of the Mortgage Loan Seller there is no action, suit, proceeding or investigation threatened against the Mortgage Loan Seller in any court or by or before any other governmental body agency or administrative instrumentality which, in the Mortgage Loan Seller's good faith and reasonable judgment, would materially and adversely affect the validity of the Mortgage Loans or other agency having jurisdiction over it.the ability of the Mortgage Loan Seller to enter into, or which would impair materially and adversely the ability of the Mortgage Loan Seller to carry out the transactions contemplated by, this Agreement; 7.4 EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER IDC NOR MEDIMMUNE MAKES ANY WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE QUALITY OF ANY KNOW-HOW OR PATENT RIGHTS OR OTHER SUBJECT MATTER OF THIS AGREEMENT AND EACH PARTY HEREBY DISCLAIMS WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY OR REPRESENTATION REGARDING CLINICAL EFFECTIVENESS OF ADJUVANT AND/OR PRODUCT OR THAT ANY PATENT IS VALID OR THAT ANY PATENT APPLICATION WILL BE GRANTED, THAT ADJUVANT AND/OR PRODUCT OR MANUFACTURE, SALE OR USE THEREOF DOES NOT INFRINGE PATENTS OWNED BY A THIRD PARTY OR THAT A PRODUCT CAN BE SUCCESSFULLY DEVELOPED OR COMMERCIALIZED. 7.5 Except (v) The Mortgage Loan Seller is not in default with respect to an obligation any order or decree of either Party to indemnify any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default might have consequences that, in the Mortgage Loan Seller's good faith and reasonable judgment, would materially and adversely affect the financial condition or operations of the Mortgage Loan Seller or its properties taken as a whole or might have consequences that would materially and adversely affect its performance hereunder; (vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Mortgage Loan Seller of or compliance by the Mortgage Loan Seller with this Agreement or the consummation of the transactions of the Mortgage Loan Seller contemplated by this Agreement, other hereunderthan those which have been obtained by the Mortgage Loan Seller; (vii) The transfer, neither Party shall be liable assignment and conveyance of the Mortgage Loans by the Mortgage Loan Seller to the other Company is not subject to bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction; (viii) Under generally accepted accounting principles ("GAAP") and for consequentialfederal income tax purposes, incidental, indirect or punitive damages arising from the performance or nonperformance of such Party under this Agreement whether such claim is based on contract, tort (including negligence) or otherwise, even if an authorized representative of such Party is advised Mortgage Loan Seller will report the transfer of the possibility or likelihood Mortgage Loans to the Company as a sale of same. (a) IDC hereby covenants the Mortgage Loans to the Company. The consideration received by the Mortgage Loan Seller upon the sale of the Mortgage Loans to the Company will constitute reasonably equivalent value and agrees that: (i) it fair consideration for the Mortgage Loans. The Mortgage Loan Seller will not terminate any Technology Acquisition Agreement be solvent at all relevant times prior to, and that it will not amend or modify or consent to any amendment or modification of any Technology Acquisition Agreement that will have an adverse effect on the licenses granted to MedImmune hereunder; (ii) it will not assign any Technology Acquisition Agreement without the written consent of MedImmune (which consent will not be unreasonably withheld rendered insolvent by, the sale of the Mortgage Loans to the Company. The Mortgage Loan Seller is not selling the Mortgage Loans to the Company with any intent to hinder, delay or delayed)defraud any of the creditors of the Mortgage Loan Seller; and (ix) The Mortgage Loan Seller has not dealt with any Person (other than the Underwriters) that may be entitled, except that such consent will not be required in case by reason of assignment any act or omission of the Mortgage Loan Seller, to any commission or compensation in connection with a merger, acquisition or the sale provided that (1) such assignment is subject to this Agreement, (2) such assignment does not have an adverse effect on MedImmune’s rights thereunder, and (3) MedImmune is promptly provided with written notice of such assignment; and (4) IDC will promptly advise MedImmune of any notice of any breach under any Technology Acquisition Agreement or an intent to terminate any Technology Acquisition Agreement that is received from a Third Party and shall use reasonable efforts to cure such breach or to prevent the termination thereof, and Mortgage Loans to the extent permitted under a Technology Acquisition Agreement, MedImmune will have the right but not the obligation to cure any such breach by IDC, if IDC does not cure such breachCompany hereunder. (b) IDC The Mortgage Loan Seller hereby makes to the Company and MedImmune agree that each will not use in any capacity to the services of any person or entity debarred under Section 306 Trustee (for the benefit of the Federal Food Drug Certificateholders) as the transferee of the Company the representations and Cosmetic Act warranties contained in connection Schedule I, Schedule II, Schedule III and Schedule IV with respect to each Mortgage Loan as of the researchdate specified therein or, development or manufacture if no such date is specified, as of Adjuvantthe date hereof. 7.7 In (c) If Credit Lease Loans are sold hereunder, the event Mortgage Loan Seller hereby covenants that IDC receives notice from a Third Party it shall, within 10 days of the Closing Date, notify the Lease Enhancement Policy Issuer that (i) both the use of IDC Know-How and/or IDC Patent Rights may infringe the rights of a Third Party and/or that IDC Patent Rights are invalid or not enforceable and/or IDC has Knowledge that a Third Party intends to assert such a claim, IDC Master Servicer and Special Servicer shall provide MedImmune with prompt written notice thereof. In the event that MedImmune receives notice from a Third Party that the use of IDC Know-How and/or IDC Patent Rights may infringe the rights of a Third Party and/or that IDC Patent Rights are invalid or not enforceable and/or MedImmune has Knowledge that a Third Party intends to assert such a claim, MedImmune shall provide IDC with prompt written notice thereof. 7.8 With respect to the research, development, testing, use, manufacture, sale, offer to sell, importbe sent notices under each Lease Enhancement Policy, and other disposition (ii) the Trustee c/o GE Capital Loan Services, Inc., as agent for the Trustee for the benefit of Product in all material respects MedImmune agrees to comply with lawsthe registered holders of ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Investors, regulationsInc. Mortgage Pass-Through Certificates, rulesSeries 1998-C3, and guidelines applicable theretoshall be the loss payee or the named insured, as appropriate, under each Lease Enhancement Policy.

Representations and Warranties and Covenants. 7.1 9.1. Each Party represents and warrants to the other that it has the corporate legal right and power to enter into this Agreement, and to fully perform its obligations hereunder, and that it has not made nor will it make any commitments to others in conflict with or in derogation of such rights or this Agreement. 7.2 9.2. As of the Effective Date, IDC SBIBT represents and warrants to MedImmune that: (a) it has the right to grant the rights and licenses granted to MedImmune under this Agreement, Agreement and pursuant to this Agreement MedImmune has such licenses have been granted such rights and licensesvalidly granted; (b) it has provided MedImmune with all material information in SBIBT’s possession and control that concerns Patent Rights of Third Parties that are related to the use, manufacture, development or commercialization of Product. It has not received written notice from a Third Party, nor has any Knowledge, knowledge that any Third Party intends to assert against it any claim that the practice of IDC SBI Patent Rights or use of IDC SBIBT Know-How infringes the intellectual property rights of a Third Party and, other than SBIBT Patent Rights, it has no knowledge of any granted Patent Rights or the pending Patent Rights (if issued) that would be infringed by manufacture, use, sale, offer to sell or exploitation of Adjuvant alone or as part import of a Product infringes the intellectual property rights of a Third Party or misappropriates a trade secret of a Third Party.Product; (c) IDC it has not previously assigned, transferred, licensed, conveyed or otherwise encumbered its right, title and interest with respect to the IDC Product or in SBIBT Patent Rights, or IDC SBIBT Know-How or Technology Acquisition Agreements in the Field in the TerritoryAgreements; (d) it has no Knowledge knowledge of any legal claims, judgments or settlements against or owed by IDC SBIBT or pending or threatened legal claims or litigation, in each case relating to Adjuvant, IDC Product or SBIBT Patent Rights, IDC Rights or SBIBT Know-How or Technology Acquisition Agreements; (e) all necessary consents, approvals and authorizations of all government authorities and other entities or persons required to be obtained by IDC SBIBT as of the Effective Date in connection with the execution, delivery and performance of this Agreement and the granting of the rights and licenses granted under this Agreement have been obtained; (f) the Patent Rights listed in Exhibit A as being owned by IDC SBIBT constitute all IDC Patent Rights owned solely by IDC or jointly by IDC with a Third Party within SBIBT that directly relate to the definition research, development, manufacture, use and commercialization of IDC Patent Rights that are licensed to MedImmune under this Agreement and, except as indicated Product in Exhibit A, IDC the Territory and SBIBT owns all right, title and interest in and to the Patent Rights listed in of Exhibit A as being owned by IDCA; (g) all Technology Acquisition Agreements as of the Effective Date are listed in Exhibit B and it has provided MedImmune with complete and accurate copies of such Technology Acquisition Agreements thereof and all such Technology Acquisition Agreements are in full force and effect and the rights and licenses granted under the Technology Acquisition Agreements to IDC have not been diminished or limited and IDC has the right to sublicense to MedImmune the rights licensed thereunder and it has no Knowledge knowledge that it or any other party thereto is in breach of any Technology Acquisition AgreementsAgreement; (h) IDC has provided MedImmune with all material information in its possession with respect to the safety and toxicity of Adjuvant in all fields and efficacy of Adjuvant in the Field and, to its Knowledge, such information is accurate in all material respects; (i) to its Knowledge, IDC has not used in any capacity the services of any person or entity debarred under Section 306 of the Federal Food, Drug and Cosmetic Act in connection with the research, development or manufacture of Adjuvant; (j) to its Knowledge the IDC Know-How was not developed or created by use of proprietary or confidential information of a Third Party that has not been licensed to MedImmune under this Agreement; it has no Knowledge knowledge that any of the existing issued patents in the IDC SBIBT Patent Rights are invalid or unenforceable or that any person or entity has or intends to assert a claim that IDC SBIBT Patent Rights are invalid or unenforceable; (ki) to its Knowledge, its rights in the IDC Patent Rights and IDC Know-How are not now subject to any lien, pledge or security interest of any kind other than under Technology Acquisition Agreement; (l) to its Knowledge, IDC it has disclosed provided MedImmune with all material references information known to SBIBT with respect to work performed by or on behalf of SBIBT with respect to research and development of Product including all efficacy, safety and toxicity data and to the appropriate patent offices, particularly the United States Patent Office, knowledge of SBIBT such information is accurate in all of the existing patents and patent applications that comprise the IDC Patent Rightsmaterial respects; (m) to its Knowledge, the IDC Patent Rights have been filed and prosecuted in accordance with all applicable laws, rules, and regulations; (n) to its Knowledge, no patent applications have been filed and IDC has not consented to the filing of any patent application under the *** dated as of ***, as amended and that is identified in Section 2.1(b); (o) to its Knowledge, the use of the technology disclosed in the IDC Patent Rights and the IDC Know-How licensed to MedImmune under this Agreement does not misappropriate a trade secret of a Third Party; and (p) to its Knowledge, the Adjuvant as provided to MedImmune or as used by IDC, may be used, manufactured and sold without infringing the Patent Rights of a Third Party; provided, however, that the representation and warranty of this Section 7.2 (p) does not ***. (a) As of the Effective Date, MedImmune represents, represents and warrants to IDC SBIBT that: (i) it is a limited liability company duly organized, validly existing and in good standing under the laws of Delaware and has the right, power and authority to enter into this Agreement and to make the promises set forth in this Agreement; (ii) it has taken all necessary action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder; (iii) it has duly executed and delivered the Agreement, and assuming due delivery and execution by IDC this Agreement constitutes a legal, valid and binding obligation of MedImmune; (iv) the execution, delivery and performance of this Agreement do not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it is bound, nor to its Knowledge, violate any law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it; and (v) it has not provided any IDC Know-How to an Affiliate of MedImmune that is not a direct or indirect subsidiary of MedImmune and MedImmune has no Knowledge that an Affiliate of MedImmune has filed any Patent Rights with respect to Adjuvant or the use thereof in a Vaccine Product. (b) As of the Effective Date, IDC represents and warrants to MedImmune that: (i) it is a corporation duly organized, validly existing and in good standing under the laws of Delaware and has the corporate right, power and authority to enter into this Agreement and to make the promises set forth in this Agreement; (ii) it has taken all necessary corporate action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder; (iii) it has duly executed and delivered this Agreement andthe Agreement, assuming due delivery and execution by MedImmune, this Agreement constitutes a legal, valid and binding obligation of IDCMedImmune; (iv) the execution, delivery and performance of this Agreement do not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it is bound, nor to its knowledge, violate any law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it; and (v) to its knowledge a filing under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, and regulations promulgated thereunder is not required in connection with the transactions contemplated under this Agreement. (b) As of the Effective Date, SBIBT represents and warrants to MedImmune that: (i) it is a corporation duly organized, validly existing and in good standing under the laws of Japan and has the right, power and corporate authority to enter into this Agreement and to make the promises set forth in this Agreement; (ii) it has taken all necessary corporate action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder; (iii) it has duly executed and delivered the Agreement, and this Agreement constitutes a legal, valid and binding obligation of SBIBT; and (iv) the execution, delivery and performance of this Agreement do not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it is bound, nor to its Knowledgeknowledge, violate any law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it. 7.4 9.4. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER IDC SBIBT NOR MEDIMMUNE MAKES ANY WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE QUALITY OF ANY KNOW-HOW OR PATENT RIGHTS OR OTHER SUBJECT MATTER OF THIS AGREEMENT AND EACH PARTY HEREBY DISCLAIMS WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY OR REPRESENTATION REGARDING CLINICAL EFFECTIVENESS OF ADJUVANT AND/OR PRODUCT THE PRODUCT’ MANUFACTURED OR THAT ANY PATENT IS VALID OR THAT ANY PATENT APPLICATION WILL BE GRANTED, GRANTED OR THAT ADJUVANT AND/OR PRODUCT OR MANUFACTURE, SALE OR USE THEREOF DOES NOT INFRINGE PATENTS OWNED BY A THIRD PARTY OR THAT A PRODUCT CAN BE SUCCESSFULLY DEVELOPED OR COMMERCIALIZEDPARTY. 7.5 9.5. Except with respect to an obligation of either Party to indemnify the other hereunder, neither Party shall be liable to the other for consequential, incidental, indirect or punitive damages arising from the performance or nonperformance of such Party under this Agreement whether such claim is based on contract, tort (including negligence) or otherwise, even if an authorized representative of such Party is advised of the possibility or likelihood of same. (a) IDC 9.6. SBIBT hereby covenants and agrees that: (i) it will not terminate any Technology Acquisition Agreement and that it will not terminate, amend or modify or and/or consent to any amendment or modification or termination of any its Technology Acquisition Agreement Agreements that will have an adverse effect on the licenses granted to MedImmune hereunder; (ii) it will not assign any Technology Acquisition Agreement without the written consent of MedImmune (which consent will not be unreasonably withheld or delayed), except that such consent will not be required in case of assignment in connection with a merger, merger or acquisition or sale provided that (1) provided that such assignment is subject to this Agreement, (2) such assignment does not have an adverse effect on MedImmune’s rights thereunder, and (3) that MedImmune is promptly provided with written notice of such assignment; and (4iii) IDC SBIBT will promptly advise MedImmune of any notice of any a material breach under any Technology Acquisition Agreement that would have an adverse effect on MedImmune with respect to Products or the licenses granted to MedImmune hereunder or an intent to terminate any Technology Acquisition Agreement that is received from a Third Party and shall use reasonable efforts to cure such breach or to prevent the termination thereofParty, and to the extent permitted under a Technology Acquisition Agreement, MedImmune will have the right but not the obligation to cure any such breach by IDC, if IDC does not cure such breach. (b) IDC and MedImmune agree that each will not use SBIBT in any capacity the services of any person or entity debarred under Section 306 of the Federal Food Drug and Cosmetic Act in connection with the research, development or manufacture of Adjuvant. 7.7 In the event that IDC receives notice from a Third Party that SBIBT elects not to do so. The reasonable cost and expense of such cure shall be reimbursed to MedImmune by SBIBT or MedImmune in its discretion may credit the use of IDC Know-How and/or IDC Patent Rights may infringe the rights of a Third Party and/or that IDC Patent Rights are invalid or not enforceable and/or IDC has Knowledge that a Third Party intends cost and expense against payments owed to assert such a claim, IDC shall provide MedImmune with prompt written notice thereof. In the event that MedImmune receives notice from a Third Party that the use of IDC Know-How and/or IDC Patent Rights may infringe the rights of a Third Party and/or that IDC Patent Rights are invalid or not enforceable and/or MedImmune has Knowledge that a Third Party intends to assert such a claim, MedImmune shall provide IDC with prompt written notice thereofSBIBT by MedImmune. 7.8 With respect to the research, development, testing, use, manufacture, sale, offer to sell, import, and other disposition of Product in all material respects MedImmune agrees to comply with laws, regulations, rules, and guidelines applicable thereto.

Representations and Warranties and Covenants. 7.1 Each Party Pledgor hereby represents and warrants to the other that it has the corporate power to enter into this Agreement, and to fully perform its obligations hereunder, and that it has not made nor will it make any commitments to others in conflict with or in derogation of such rights or this Agreement. 7.2 As of the Effective Date, IDC represents and warrants to MedImmune thatPledgee as follows: (a) it has the right to grant the rights and licenses granted to MedImmune under this Agreement, and pursuant to this This Agreement MedImmune has been granted such rights duly executed and licensesdelivered by Pledgor and is the legal and binding obligation of Pledgor enforceable in accordance with its terms; (b) it has not received written notice from Upon execution of this Agreement and an appropriate financing statement by Pledgor and the recording of the financing statement in the appropriate office, Pledgee will have a Third Partyvalid, nor has any Knowledgefirst, that any Third Party intends to assert against it any claim that and prior perfected security interest in the practice of IDC Patent Rights or use of IDC Know-How or the manufacture, use, sale, offer to sell or exploitation of Adjuvant alone or as part of a Product infringes the intellectual property rights of a Third Party or misappropriates a trade secret of a Third Party.Pledged Collateral; and (c) IDC The chief executive office and principal place of business of Pledgor is in Irving, Dallas County, Texas and its place of formation is the State of Nevada. (d) The Interests will represent all of the general and limited partner interests, membership interests, and other equity interests owned by Pledgor and the Affiliates in Entities owning medical devices which provide cryosurgical therapy for prostate cancer and/or microwave therapy for BPH. (e) No authorization, consent, approval, license, exemption of, or filing or registration with, any governmental authority, or approval of consent of any other person (including any party to any of the Governing Documents), is required for the due execution, delivery or performance by Pledgor of this Agreement. (f) All of the Interests have been, and upon issuance of any additional Pledged Collateral will be, duly and validly issued, and are and will be fully paid and non-assessable. (g) With respect to the Collateral the Pledgor is, and with respect to any Additional Collateral the Pledgor will be, the legal record and beneficial owner thereof and has not previously assignedand will have good and marketable title thereto, transferredsubject to no lien except for the pledge and security interest created by this Agreement. (h) None of the Interests has been transferred in violation of the securities registration, licensedsecurities disclosure or similar laws of any jurisdiction to which such transfer may be subject. (i) Other than (i) financing statements disclosed to Pledgee and (ii) financing statements in favor of the Pledgee, conveyed no effective financing statement naming Pledgor as debtor, assignor, grantor, mortgagor, pledgor or otherwise encumbered its right, title the like and interest covering all or any part of the Collateral is on file in any filing or recording office in any jurisdiction. (j) Each of the Governing Documents contains the entire agreement between the parties thereto with respect to the IDC Patent Rightssubject matter thereof, has not been amended or modified, and is in full force and effect in accordance with its terms. To the best of the knowledge of Pledgor, there exists no material violation or material default under any of the Governing Documents by Pledgor or the other parties thereto. Pledgor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any of the Governing Documents. Pledgor makes the following covenants: (a) Pledgor will not cause, permit, or IDC Know-How consent to (i) any amendment or Technology Acquisition Agreements modification to the Governing Documents in effect as of the date hereof (except an amendment as contemplated herein), or (ii) any transfer or change in the Field ownership of the equity interests in the TerritoryEntities; (b) Pledgor will not sell, transfer, mortgage, or otherwise encumber any Pledged Collateral in any manner without first obtaining the written consent of Pledgee, which consent may be withheld in Pledgee's sole and absolute discretion. Any written consent to any such sale, mortgage, transfer, or encumbrance shall not be construed to be a waiver of this provision in respect of any subsequent proposed sale, mortgage, transfer, or encumbrance; (c) Pledgor will, at its expense and in such manner and form as Pledgee may from time-to-time reasonably require, execute, deliver, file, and record any financing statement, specific assignment, or other instruments, certificates, or papers, and take any other action that may be necessary or desirable, or that Lender may from time-to-time reasonably request, in order to create, preserve, perfect, or validate any Security Interest, or to enable Pledgee to exercise and enforce its rights hereunder with respect to any of the Pledged Collateral. In the event, for any reason, that the law of any jurisdiction other than the State of California becomes or is applicable to the Pledged Collateral, or any part thereof, Pledgor agrees to execute and deliver all such instruments and to do all such other things that may be necessary or appropriate to preserve, protect, and enforce the Security Interests of Lender under the law of such other jurisdiction, to at least the same extent that the Security Interests would be protected under the Code. To the extent permitted by applicable law, Pledgor hereby authorizes Pledgee to execute and file, in the name of Pledgor or otherwise, Uniform Commercial Code financing statements that Pledgee in its sole discretion may deem necessary or appropriate to further perfect the Security Interests; (d) Pledgor shall perform fully all obligations imposed upon it has no Knowledge of by any legal claims, judgments agreements or settlements against instruments concerning all or owed by IDC or pending or threatened legal claims or litigation, in each case relating to Adjuvant, IDC Patent Rights, IDC Know-How or Technology Acquisition Agreements; (e) all necessary consents, approvals and authorizations of all government authorities and other entities or persons required to be obtained by IDC as any part of the Effective Date in connection with Pledged Collateral, including, without limitation, the executionGoverning Documents, delivery and performance of this Agreement and the granting of the rights and licenses granted under this Agreement have been obtained; (f) the Patent Rights listed in Exhibit A as being owned by IDC constitute all IDC Patent Rights owned solely by IDC or jointly by IDC with a Third Party within the definition of IDC Patent Rights that are licensed to MedImmune under this Agreement and, except as indicated in Exhibit A, IDC owns all right, title and interest in and to the Patent Rights listed in Exhibit A as being owned by IDC; (g) all Technology Acquisition Agreements as of the Effective Date are listed in Exhibit B and it has provided MedImmune with complete and accurate copies of such Technology Acquisition Agreements and all such Technology Acquisition Agreements are shall maintain in full force and effect all such agreements and the rights instruments, and licenses granted under the Technology Acquisition Agreements to IDC have shall not been diminished amend or limited and IDC has the right to sublicense to MedImmune the rights licensed thereunder and it has no Knowledge that it modify, or any other party thereto is in breach of any Technology Acquisition Agreements; (h) IDC has provided MedImmune with all material information in its possession with respect consent to the safety and toxicity amendment or modification of Adjuvant in all fields and efficacy such agreements or instruments, without the prior written consent of Adjuvant in the Field and, to its Knowledge, such information is accurate in all material respects; (i) to its Knowledge, IDC has not used in any capacity the services of any person or entity debarred under Section 306 of the Federal Food, Drug and Cosmetic Act in connection with the research, development or manufacture of Adjuvant; (j) to its Knowledge the IDC Know-How was not developed or created by use of proprietary or confidential information of a Third Party that has not been licensed to MedImmune under this Agreement; it has no Knowledge that any of the existing issued patents in the IDC Patent Rights are invalid or unenforceable or that any person or entity has or intends to assert a claim that IDC Patent Rights are invalid or unenforceable; (k) to its Knowledge, its rights in the IDC Patent Rights and IDC Know-How are not now subject to any lien, pledge or security interest of any kind other than under Technology Acquisition Agreement; (l) to its Knowledge, IDC has disclosed all material references to the appropriate patent offices, particularly the United States Patent Office, in all of the existing patents and patent applications that comprise the IDC Patent Rights; (m) to its Knowledge, the IDC Patent Rights have been filed and prosecuted in accordance with all applicable laws, rules, and regulations; (n) to its Knowledge, no patent applications have been filed and IDC has not consented to the filing of any patent application under the *** dated as of ***, as amended and that is identified in Section 2.1(b); (o) to its Knowledge, the use of the technology disclosed in the IDC Patent Rights and the IDC Know-How licensed to MedImmune under this Agreement does not misappropriate a trade secret of a Third PartyPledgee; and (pe) to its KnowledgePledgor will not sell, transfer, mortgage, or otherwise encumber the Adjuvant as provided to MedImmune or as used by IDC, may be used, manufactured and sold without infringing the Patent Rights of a Third Party; provided, however, that the representation and warranty of this Section 7.2 (p) does not ***. (a) As assets of the Effective Date, MedImmune represents, and warrants to IDC that: (i) it is a limited liability company duly organized, validly existing and in good standing under the laws of Delaware and has the right, power and authority to enter into this Agreement and to make the promises set forth in this Agreement; (ii) it has taken all necessary action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder; (iii) it has duly executed and delivered the Agreement, and assuming due delivery and execution by IDC this Agreement constitutes a legal, valid and binding obligation of MedImmune; (iv) the execution, delivery and performance of this Agreement do not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it is bound, nor to its Knowledge, violate any law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it; and (v) it has not provided any IDC Know-How to an Affiliate of MedImmune that is not a direct or indirect subsidiary of MedImmune and MedImmune has no Knowledge that an Affiliate of MedImmune has filed any Patent Rights with respect to Adjuvant or the use thereof in a Vaccine Product. (b) As Entities out of the Effective Date, IDC represents and warrants to MedImmune that: (i) it is a corporation duly organized, validly existing and ordinary course of business in good standing under the laws of Delaware and has the corporate right, power and authority to enter into this Agreement and to make the promises set forth in this Agreement; (ii) it has taken all necessary corporate action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder; (iii) it has duly executed and delivered this Agreement and, assuming due delivery and execution by MedImmune, this Agreement constitutes a legal, valid and binding obligation of IDC; and (iv) the execution, delivery and performance of this Agreement do not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it is bound, nor to its Knowledge, violate any law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it. 7.4 EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER IDC NOR MEDIMMUNE MAKES ANY WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE QUALITY OF ANY KNOW-HOW OR PATENT RIGHTS OR OTHER SUBJECT MATTER OF THIS AGREEMENT AND EACH PARTY HEREBY DISCLAIMS WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY OR REPRESENTATION REGARDING CLINICAL EFFECTIVENESS OF ADJUVANT AND/OR PRODUCT OR THAT ANY PATENT IS VALID OR THAT ANY PATENT APPLICATION WILL BE GRANTED, THAT ADJUVANT AND/OR PRODUCT OR MANUFACTURE, SALE OR USE THEREOF DOES NOT INFRINGE PATENTS OWNED BY A THIRD PARTY OR THAT A PRODUCT CAN BE SUCCESSFULLY DEVELOPED OR COMMERCIALIZED. 7.5 Except with respect to an obligation of either Party to indemnify the other hereunder, neither Party shall be liable to the other for consequential, incidental, indirect or punitive damages arising from the performance or nonperformance of such Party under this Agreement whether such claim is based on contract, tort (including negligence) or otherwise, even if an authorized representative of such Party is advised of the possibility or likelihood of same. (a) IDC hereby covenants and agrees that: (i) it will not terminate any Technology Acquisition Agreement and that it will not amend or modify or consent to any amendment or modification of any Technology Acquisition Agreement that will have an adverse effect on the licenses granted to MedImmune hereunder; (ii) it will not assign any Technology Acquisition Agreement manner without first obtaining the written consent of MedImmune (Pledgee, which consent will may be withheld in Pledgee's sole and absolute discretion. Any written consent to any such sale, mortgage, transfer, or encumbrance shall not be unreasonably withheld or delayed), except that such consent will not construed to be required a waiver of this provision in case of assignment in connection with a merger, acquisition or sale provided that (1) such assignment is subject to this Agreement, (2) such assignment does not have an adverse effect on MedImmune’s rights thereunder, and (3) MedImmune is promptly provided with written notice of such assignment; and (4) IDC will promptly advise MedImmune respect of any notice of any breach under any Technology Acquisition Agreement or an intent to terminate any Technology Acquisition Agreement that is received from a Third Party and shall use reasonable efforts to cure such breach or to prevent the termination thereof, and to the extent permitted under a Technology Acquisition Agreement, MedImmune will have the right but not the obligation to cure any such breach by IDC, if IDC does not cure such breach. (b) IDC and MedImmune agree that each will not use in any capacity the services of any person or entity debarred under Section 306 of the Federal Food Drug and Cosmetic Act in connection with the research, development or manufacture of Adjuvant. 7.7 In the event that IDC receives notice from a Third Party that the use of IDC Know-How and/or IDC Patent Rights may infringe the rights of a Third Party and/or that IDC Patent Rights are invalid or not enforceable and/or IDC has Knowledge that a Third Party intends to assert such a claim, IDC shall provide MedImmune with prompt written notice thereof. In the event that MedImmune receives notice from a Third Party that the use of IDC Know-How and/or IDC Patent Rights may infringe the rights of a Third Party and/or that IDC Patent Rights are invalid or not enforceable and/or MedImmune has Knowledge that a Third Party intends to assert such a claim, MedImmune shall provide IDC with prompt written notice thereof. 7.8 With respect to the research, development, testing, use, manufacture, subsequent proposed sale, offer to sellmortgage, importtransfer, and other disposition of Product in all material respects MedImmune agrees to comply with laws, regulations, rules, and guidelines applicable theretoor encumbrance.

Representations and Warranties and Covenants. 7.1 Each Party (a) ALRT represents to MNFR that: (i) ALRT is the owner of GluCurve, and warrants to the other that it has the corporate power rights to use the Intellectual Property associated therewith; (ii) ALRT is a Singapore company, in good standing with the Accounting and Corporate Regulatory Authority; (iii) ALRT has the authority to enter into this Agreement, and upon execution hereof, this Agreement will be binding upon ALRT in accordance with its terms; and (iv) Entering into this Agreement does not breach or violate the terms of any other agreement to fully perform its obligations hereunder, and that it has not made nor will it make any commitments to others in conflict with or in derogation of such rights or this Agreementwhich ALRT is a party. 7.2 As (v) ALRT will have adequate working capital and financial capacity so as to be able to pay for the CGM System ordered under the terms of the Effective Date, IDC represents and warrants to MedImmune that:Agreement; (avi) it has ALRT will maintain compliance with all applicable Laws during the right Term; and (vii) ALRT, at its reasonable efforts, will provide sufficient documents and information to grant the rights and licenses granted to MedImmune under this Agreement, and pursuant to this Agreement MedImmune has been granted such rights and licenses;coordinate with MNFR for its internal audit purpose. (b) it has not received written notice from a Third Party, nor has any Knowledge, that any Third Party intends MNFR represents to assert against it any claim that the practice of IDC Patent Rights or use of IDC Know-How or the manufacture, use, sale, offer to sell or exploitation of Adjuvant alone or as part of a Product infringes the intellectual property rights of a Third Party or misappropriates a trade secret of a Third Party. (c) IDC has not previously assigned, transferred, licensed, conveyed or otherwise encumbered its right, title and interest with respect to the IDC Patent Rights, or IDC Know-How or Technology Acquisition Agreements in the Field in the Territory; (d) it has no Knowledge of any legal claims, judgments or settlements against or owed by IDC or pending or threatened legal claims or litigation, in each case relating to Adjuvant, IDC Patent Rights, IDC Know-How or Technology Acquisition Agreements; (e) all necessary consents, approvals and authorizations of all government authorities and other entities or persons required to be obtained by IDC as of the Effective Date in connection with the execution, delivery and performance of this Agreement and the granting of the rights and licenses granted under this Agreement have been obtained; (f) the Patent Rights listed in Exhibit A as being owned by IDC constitute all IDC Patent Rights owned solely by IDC or jointly by IDC with a Third Party within the definition of IDC Patent Rights that are licensed to MedImmune under this Agreement and, except as indicated in Exhibit A, IDC owns all right, title and interest in and to the Patent Rights listed in Exhibit A as being owned by IDC; (g) all Technology Acquisition Agreements as of the Effective Date are listed in Exhibit B and it has provided MedImmune with complete and accurate copies of such Technology Acquisition Agreements and all such Technology Acquisition Agreements are in full force and effect and the rights and licenses granted under the Technology Acquisition Agreements to IDC have not been diminished or limited and IDC has the right to sublicense to MedImmune the rights licensed thereunder and it has no Knowledge that it or any other party thereto is in breach of any Technology Acquisition Agreements; (h) IDC has provided MedImmune with all material information in its possession with respect to the safety and toxicity of Adjuvant in all fields and efficacy of Adjuvant in the Field and, to its Knowledge, such information is accurate in all material respects; (i) to its Knowledge, IDC has not used in any capacity the services of any person or entity debarred under Section 306 of the Federal Food, Drug and Cosmetic Act in connection with the research, development or manufacture of Adjuvant; (j) to its Knowledge the IDC Know-How was not developed or created by use of proprietary or confidential information of a Third Party that has not been licensed to MedImmune under this Agreement; it has no Knowledge that any of the existing issued patents in the IDC Patent Rights are invalid or unenforceable or that any person or entity has or intends to assert a claim that IDC Patent Rights are invalid or unenforceable; (k) to its Knowledge, its rights in the IDC Patent Rights and IDC Know-How are not now subject to any lien, pledge or security interest of any kind other than under Technology Acquisition Agreement; (l) to its Knowledge, IDC has disclosed all material references to the appropriate patent offices, particularly the United States Patent Office, in all of the existing patents and patent applications that comprise the IDC Patent Rights; (m) to its Knowledge, the IDC Patent Rights have been filed and prosecuted in accordance with all applicable laws, rules, and regulations; (n) to its Knowledge, no patent applications have been filed and IDC has not consented to the filing of any patent application under the *** dated as of ***, as amended and that is identified in Section 2.1(b); (o) to its Knowledge, the use of the technology disclosed in the IDC Patent Rights and the IDC Know-How licensed to MedImmune under this Agreement does not misappropriate a trade secret of a Third Party; and (p) to its Knowledge, the Adjuvant as provided to MedImmune or as used by IDC, may be used, manufactured and sold without infringing the Patent Rights of a Third Party; provided, however, that the representation and warranty of this Section 7.2 (p) does not ***. (a) As of the Effective Date, MedImmune represents, and warrants to IDC ALRT that: (i) it MNFR is a limited liability company duly organizedChinese company, validly existing and in good standing under with the laws of Delaware Accounting and Corporate Regulatory Authority (ii) MNFR has the right, power and authority to enter into this Agreement, and upon execution hereof, this Agreement and to make the promises set forth will be binding upon MNFR in this Agreementaccordance with its terms; (iiiii) it MNFR can, and has taken the ability credentials and experience to, manufacture, assemble and ship the CGM System in accordance with the specifications, pricing and production volumes in accordance with this Agreement. (iv) MNFR shall to the best of its ability, provide adequate resources to fulfill all necessary action on its part required obligations hereunder during the term of this Agreement. (v) MNFR shall provide adequate resources to authorize fulfill all its obligations hereunder during the execution and delivery term of this Agreement including without limitation engineering, manufacturing and quality assurance. (vi) MNFR shall have adequate working capital and financial capacity so as to be able to order components and complete the CGM System manufacturing cycle per the order terms from ALRT; (vii) MNFR has the physical capacity within its existing premises to undertake its obligations hereunder; (viii) MNFR has the necessary personnel, knowledge and expertise to manufacture the CGM System to the Specifications stated herein; (ix) MNFR will manufacture, test, label and package the CGM System to agreed and documented Specifications, and in accordance with ISO13485 as defined by the International Organization for Standardization; (x) MNFR will maintain compliance with all applicable Laws during the duration of the Agreement with respect to its manufacturing facilities, employees and manufacturing processes; (xi) CGM Systems shall be manufactured in MNFR’s facilities located at Suzhou, Building 1, Biobay, ▇▇.▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇,▇▇▇▇▇▇, or Nantong, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇. ▇▇▇, ▇▇▇▇▇▇▇▇ Road., Rudong, 226400, Jiangsu, China, unless otherwise agreed by the Parties; (xii) MNFR shall not sub-contract any of its rights to manufacture the CGM Systems hereunder to a third party without the prior written approval of ALRT (xiii) MNFR shall, at its expense, be responsible for obtaining and maintaining any permits or approvals from government authorities which are required in connection with the performance of its obligations hereunder; (iiixiv) it has duly executed MNFR shall permit representatives of ALRT to visit and delivered inspect MNFR’s facilities for the Agreementpurpose of i) observing the manufacturing, testing, labeling, packaging and assuming due delivery storing of CGM Systems and execution by IDC this Agreement constitutes a legal, valid ii) to allow representatives of ALRT to inspect the quality of its manufacturing and binding obligation of MedImmune; (iv) the execution, delivery and performance of this Agreement do not conflict with any agreement, instrument or understanding, oral or written, quality assurance processes. ALRT agrees to which it is a party or by which it is bound, nor to its Knowledge, violate any law or regulation give MNFR 48-hours advance notice of any court, governmental body or administrative or other agency having jurisdiction over itproposed visit to the facilities. Any such visits shall be during normal business hours on Business Days; and (vxv) it has not provided any IDC Know-How to an Affiliate of MedImmune that is not a direct or indirect subsidiary of MedImmune and MedImmune has no Knowledge that an Affiliate of MedImmune has filed any Patent Rights with respect to Adjuvant or the use thereof in a Vaccine Product. (b) As of the Effective Date, IDC represents and warrants to MedImmune that: (i) it is a corporation duly organized, validly existing and in good standing under the laws of Delaware and has the corporate right, power and authority to enter Entering into this Agreement and to make does not breach or violate the promises set forth in this Agreement; (ii) it has taken all necessary corporate action on its part required to authorize the execution and delivery terms of this Agreement and the performance of its obligations hereunder; (iii) it has duly executed and delivered this Agreement and, assuming due delivery and execution by MedImmune, this Agreement constitutes a legal, valid and binding obligation of IDC; and (iv) the execution, delivery and performance of this Agreement do not conflict with any agreement, instrument or understanding, oral or written, other agreement to which it MNFR is a party or by which it is bound, nor to its Knowledge, violate any law or regulation of any court, governmental body or administrative or other agency having jurisdiction over itparty. 7.4 EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER IDC NOR MEDIMMUNE MAKES ANY WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE QUALITY OF ANY KNOW-HOW OR PATENT RIGHTS OR OTHER SUBJECT MATTER OF THIS AGREEMENT AND EACH PARTY HEREBY DISCLAIMS WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY OR REPRESENTATION REGARDING CLINICAL EFFECTIVENESS OF ADJUVANT AND/OR PRODUCT OR THAT ANY PATENT IS VALID OR THAT ANY PATENT APPLICATION WILL BE GRANTED, THAT ADJUVANT AND/OR PRODUCT OR MANUFACTURE, SALE OR USE THEREOF DOES NOT INFRINGE PATENTS OWNED BY A THIRD PARTY OR THAT A PRODUCT CAN BE SUCCESSFULLY DEVELOPED OR COMMERCIALIZED. 7.5 Except with respect to an obligation of either Party to indemnify the other hereunder, neither Party shall be liable to the other for consequential, incidental, indirect or punitive damages arising from the performance or nonperformance of such Party under this Agreement whether such claim is based on contract, tort (including negligence) or otherwise, even if an authorized representative of such Party is advised of the possibility or likelihood of same. (a) IDC hereby covenants and agrees that: (i) it will not terminate any Technology Acquisition Agreement and that it will not amend or modify or consent to any amendment or modification of any Technology Acquisition Agreement that will have an adverse effect on the licenses granted to MedImmune hereunder; (ii) it will not assign any Technology Acquisition Agreement without the written consent of MedImmune (which consent will not be unreasonably withheld or delayed), except that such consent will not be required in case of assignment in connection with a merger, acquisition or sale provided that (1) such assignment is subject to this Agreement, (2) such assignment does not have an adverse effect on MedImmune’s rights thereunder, and (3) MedImmune is promptly provided with written notice of such assignment; and (4) IDC will promptly advise MedImmune of any notice of any breach under any Technology Acquisition Agreement or an intent to terminate any Technology Acquisition Agreement that is received from a Third Party and shall use reasonable efforts to cure such breach or to prevent the termination thereof, and to the extent permitted under a Technology Acquisition Agreement, MedImmune will have the right but not the obligation to cure any such breach by IDC, if IDC does not cure such breach. (b) IDC and MedImmune agree that each will not use in any capacity the services of any person or entity debarred under Section 306 of the Federal Food Drug and Cosmetic Act in connection with the research, development or manufacture of Adjuvant. 7.7 In the event that IDC receives notice from a Third Party that the use of IDC Know-How and/or IDC Patent Rights may infringe the rights of a Third Party and/or that IDC Patent Rights are invalid or not enforceable and/or IDC has Knowledge that a Third Party intends to assert such a claim, IDC shall provide MedImmune with prompt written notice thereof. In the event that MedImmune receives notice from a Third Party that the use of IDC Know-How and/or IDC Patent Rights may infringe the rights of a Third Party and/or that IDC Patent Rights are invalid or not enforceable and/or MedImmune has Knowledge that a Third Party intends to assert such a claim, MedImmune shall provide IDC with prompt written notice thereof. 7.8 With respect to the research, development, testing, use, manufacture, sale, offer to sell, import, and other disposition of Product in all material respects MedImmune agrees to comply with laws, regulations, rules, and guidelines applicable thereto.

Representations and Warranties and Covenants. 7.1 Each Party a. The Company represents and warrants to Zanett that this Agreement has been duly authorized, executed and delivered by the Company and, assuming the due execution by Zanett, constitutes a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms. b. The Company has delivered to Zanett true and complete copies of the SEC Documents (as defined in the Securities Purchase Agreement) filed by the Company on or after March 31, 1999 with the Securities and Exchange Commission (the "SEC") pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). c. The Company recognizes and confirms that Zanett (i) will use and rely primarily on the SEC Documents and on information provided by the Company in connection with the transactions contemplated by this Agreement in performing the services contemplated by this Agreement without having independently verified the same; (ii) is authorized to assist the Company in the structuring of the Purchase with any prospective purchaser who is an "accredited investor" as defined in Regulation D under the Securities Act and to provide copies of the SEC Documents and forms of the Securities Purchase Agreement and other Purchase Documents to prospective purchasers of the Company's securities in connection with the performance of Zanett's services hereunder; and (iii) does not assume responsibility for the accuracy or completeness of the SEC Documents. d. In addition to the foregoing, the Company hereby incorporates by reference all of the representations and warranties and covenants to be set forth in the Securities Purchase Agreement and the other that it has Purchase Documents with the corporate power same force and effect as if specifically set forth herein. e. So long as Zanett and/or affiliates own any securities of the Company issued pursuant to enter into the Purchase Documents or this Agreement, (i) the Company shall provide Zanett, within three (3) business days of the filing or preparation thereof, with such financial and other statements including, without limitation, management letters and consolidated financial statements as are provided to fully perform its obligations hereunderany other lenders to or security holders of the Company; (ii) in the event any current officer, director, employee, consultant or other agent ceases, subsequent to the date hereof, to have such relationship with the Company and such cessation has, or is likely to have, a material adverse effect on the Company, taken as a whole, the Company shall promptly notify Zanett of such event, which notification shall comprehensively describe such circumstances; (iii) the Company shall, on a regular basis, provide to Zanett updates of any material litigation and/or governmental proceedings which could reasonably be expected to have a material adverse effect on the business of the Company; and (iv) the Company shall promptly provide to Zanett notice of any event of default under any agreement or other document with any lender or holder of any security of the Company. Zanett shall hold in confidence and shall not make any disclosure (except to an Initial Investor) or use of any such information disclosed to it pursuant to clauses (i) through (iv) above which the Company determines in good faith to be confidential, and that it has not made nor will it make any commitments to others in conflict with or in derogation of such rights or this Agreement. 7.2 As of the Effective Datewhich determination Zanett is so notified, IDC represents and warrants to MedImmune that:unless (a) it has the right to grant the rights and licenses granted to MedImmune under this Agreement, and release of such information is ordered pursuant to this Agreement MedImmune has been granted such rights and licenses; a subpoena or other order from a court or government body of competent jurisdiction or (b) it the information has been made generally available to the public other than by disclosure in violation of this or any other agreement. Anything contained herein to the contrary notwithstanding, Placement Agent's obligations to proceed with the Purchase is conditioned upon Placement Agent's due diligence investigation of the Company. Zanett shall be fully informed by the Company of any events which might have a material affect on the financial condition of the Company. If, in Zanett's opinion, the condition of the Company, financial or otherwise, and its prospects are affected in a material and/or adverse manner and do not received written notice from a Third Partyfulfill Zanett's expectations, nor has any Knowledge, that any Third Party intends Zanett shall have the sole discretion to assert against it any claim that review and determine its continued interest in the practice of IDC Patent Rights or use of IDC Know-How or the manufacture, use, sale, offer to sell or exploitation of Adjuvant alone or as part of a Product infringes the intellectual property rights of a Third Party or misappropriates a trade secret of a Third PartyPurchase. (c) IDC has not previously assignedf. So long as Zanett and/or affiliates own any securities of the Company, transferredthe Company shall make available, licensedduring regular business hours, conveyed or otherwise encumbered its rightall records and books of account of the Company for inspection by Zanett, title and interest with respect subject to the IDC Patent Rightsexecution of an acceptable confidentiality agreement. The Company shall permit Zanett, or IDC Know-How or Technology Acquisition Agreements at its expense and during regular business hours, to inspect its properties with three days notice and in a manner that does not disrupt operations. g. The Company has the Field requisite corporate power and authority to enter into and perform its obligations under this Agreement and the Placement Warrants in the Territory; (d) it has no Knowledge of any legal claims, judgments or settlements against or owed by IDC or pending or threatened legal claims or litigation, in each case relating to Adjuvant, IDC Patent Rights, IDC Know-How or Technology Acquisition Agreements; (e) all necessary consents, approvals and authorizations of all government authorities and other entities or persons required to be obtained by IDC as of the Effective Date in connection accordance with the terms hereof. The execution, delivery and performance of this Agreement and the granting Placement Warrants by the Company and the consummation by it of the rights transactions contemplated hereby (including, without limitation, the reservation for issuance and licenses granted under this Agreement issuance of the Placement Warrant Shares issuable upon exercise thereof) have been obtained;duly authorized by the Company's Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders is required. This Agreement constitutes, and upon execution and delivery by the Company of the Placement Warrants, such Placement Warrants will constitute, valid and binding obligations of the Company enforceable against the Company in accordance with their terms. (f) h. The Placement Warrants and the Patent Rights listed in Exhibit A as being owned by IDC constitute all IDC Patent Rights owned solely by IDC or jointly by IDC with a Third Party within Placement Warrant Shares issuable upon the definition of IDC Patent Rights that exercise thereof are licensed to MedImmune under this Agreement duly authorized and, except as indicated in Exhibit A, IDC owns all right, title and interest in and to the Patent Rights listed in Exhibit A as being owned by IDC; (g) all Technology Acquisition Agreements as upon issuance of the Effective Date are listed Placement Warrant Shares upon exercise of the Placement Warrants in Exhibit B accordance with the terms thereof, the Placement Warrant Shares will be validly issued, fully paid and it has provided MedImmune with complete non-assessable, and accurate copies of such Technology Acquisition Agreements free from all taxes, liens and all such Technology Acquisition Agreements are in full force and effect and the rights and licenses granted under the Technology Acquisition Agreements to IDC have not been diminished or limited and IDC has the right to sublicense to MedImmune the rights licensed thereunder and it has no Knowledge that it or any other party thereto is in breach of any Technology Acquisition Agreements; (h) IDC has provided MedImmune with all material information in its possession charges with respect to the safety issue thereof and toxicity of Adjuvant in all fields and efficacy of Adjuvant in the Field and, shall not be subject to its Knowledge, such information is accurate in all material respects; (i) to its Knowledge, IDC has not used in any capacity the services of any person preemptive rights or entity debarred under Section 306 other similar rights of the Federal Food, Drug and Cosmetic Act in connection with the research, development or manufacture of Adjuvant; (j) to its Knowledge the IDC Know-How was not developed or created by use of proprietary or confidential information of a Third Party that has not been licensed to MedImmune under this Agreement; it has no Knowledge that any shareholders of the existing issued patents in the IDC Patent Rights are invalid or unenforceable or that any person or entity has or intends to assert a claim that IDC Patent Rights are invalid or unenforceable; (k) to its Knowledge, its rights in the IDC Patent Rights and IDC Know-How are not now subject to any lien, pledge or security interest of any kind other than under Technology Acquisition Agreement; (l) to its Knowledge, IDC has disclosed all material references to the appropriate patent offices, particularly the United States Patent Office, in all of the existing patents and patent applications that comprise the IDC Patent Rights; (m) to its Knowledge, the IDC Patent Rights have been filed and prosecuted in accordance with all applicable laws, rules, and regulations; (n) to its Knowledge, no patent applications have been filed and IDC has not consented to the filing of any patent application under the *** dated as of ***, as amended and that is identified in Section 2.1(b); (o) to its Knowledge, the use of the technology disclosed in the IDC Patent Rights and the IDC Know-How licensed to MedImmune under this Agreement does not misappropriate a trade secret of a Third Party; and (p) to its Knowledge, the Adjuvant as provided to MedImmune or as used by IDC, may be used, manufactured and sold without infringing the Patent Rights of a Third Party; provided, however, that the representation and warranty of this Section 7.2 (p) does not ***Company. (a) As of the Effective Date, MedImmune represents, and warrants to IDC that: (i) it is a limited liability company duly organized, validly existing and in good standing under the laws of Delaware and has the right, power and authority to enter into this Agreement and to make the promises set forth in this Agreement; (ii) it has taken all necessary action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder; (iii) it has duly executed and delivered the Agreement, and assuming due delivery and execution by IDC this Agreement constitutes a legal, valid and binding obligation of MedImmune; (iv) the i. The execution, delivery and performance of this Agreement do by the Company and the consummation by the Company of the transactions contemplated hereby will not (A) result in a violation of the Company's Articles of Incorporation or By-laws or (B) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument or understanding, oral or written, to which it the Company is a party party, or result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations) applicable to the Company or by which it any property or asset of the Company is boundbound or affected (except, with respect to clause (B), for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a material adverse effect on the operation, properties, prospects or financial condition of the Company ("Material Adverse Effect")). The Company is not in violation of its Articles of Incorporation or By-laws and is not in default (and no event has occurred which with notice or lapse of time or both would put the Company in default) under, nor has there occurred any event giving others (with notice or lapse of time or both) any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to its Knowledgewhich the Company is a party, violate except for possible defaults as would not, individually or in the aggregate, have a Material Adverse Effect. The business of the Company is not being conducted, and shall not be conducted, in violation of any law law, ordinance or regulation of any courtgovernmental entity, governmental body except for possible violations which either singly or administrative or other agency having jurisdiction over it; and (v) it has in the aggregate do not provided have a Material Adverse Effect. Except as specifically contemplated by this Agreement and as required under the Securities Act and any IDC Know-How to an Affiliate of MedImmune that applicable state securities laws, the Company is not a direct required to obtain any consent, authorization or indirect subsidiary order of, or make any filing or registration with, any court or governmental agency or any regulatory or self regulatory agency in order for it to execute, deliver or perform any of MedImmune and MedImmune has no Knowledge that an Affiliate of MedImmune has filed any Patent Rights its obligations under this Agreement in accordance with respect to Adjuvant or the use thereof in a Vaccine Productterms hereof. (b) As j. The Company shall at all times have authorized, and reserved for the purpose of issuance, a sufficient number of Placement Warrant Shares to provide for the full exercise of the Effective Dateoutstanding Placement Warrants. k. The Company shall promptly secure the listing of the Placement Warrant Shares upon each national securities exchange or automated quotation system, IDC if any, upon which shares of Common Stock are then listed (subject to official notice of issuance) and shall maintain, so long as any other shares of Common Stock shall be so listed, such listing of all Placement Warrant Shares from time to time issuable upon exercise of the Placement Warrants. l. The Company agrees to provide two (2) fully developed web sites for the Placement Agent, the purpose of each will be determined by the Placement Agent at a future date and shall be in form and operation reasonably satisfactory to the Placement Agent. m. The Company shall perform all corporate obligations which are necessary to insure that the Placement Agent has the right to appoint one (1) member of the Board of Directors of the Company at any time if such Board has five (5) or fewer members and two (2) members to such Board if such Board has six (6) or more members. n. The Placement Agent represents and warrants to MedImmune the Company that: (i) it The Placement Agent is acquiring the Placement Warrants and the Placement Warrant Shares for its own account and not with a corporation duly organizedpresent view towards the public sale or distribution thereof, validly existing and in good standing except pursuant to sales that are exempt from the registration requirements of the Securities Act and/or sales registered under the laws of Delaware and has the corporate right, power and authority to enter into this Agreement and to make the promises set forth in this Agreement;Securities Act. (ii) it has taken all necessary corporate action on its part required to authorize the execution and delivery The Placement Agent is an "Accredited Investor" as that term is defined in Rule 501(a) of this Agreement and the performance of its obligations hereunder;Regulation D. (iii) it has duly executed The Placement Agent understands that the Placement Warrants and delivered this Agreement andthe Placement Warrant Shares are being issued to the Placement Agent in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, assuming due delivery and execution by MedImmunePlacement Agent's compliance with, this Agreement constitutes a legalthe representations, valid warranties, agreements, acknowledgments and binding obligation understandings set forth herein in order to determine the availability of IDC; andsuch exemptions and the eligibility of Placement Agent to acquire the Placement Warrants and the Placement Warrant Shares. (iv) The Placement Agent understands that (i) except as provided in the executionRegistration Rights Agreement, delivery and performance of this Agreement do not conflict with any agreement, instrument the sale or understanding, oral or written, to which it is a party or by which it is bound, nor to its Knowledge, violate any law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it. 7.4 EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER IDC NOR MEDIMMUNE MAKES ANY WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE QUALITY OF ANY KNOW-HOW OR PATENT RIGHTS OR OTHER SUBJECT MATTER OF THIS AGREEMENT AND EACH PARTY HEREBY DISCLAIMS WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY OR REPRESENTATION REGARDING CLINICAL EFFECTIVENESS OF ADJUVANT AND/OR PRODUCT OR THAT ANY PATENT IS VALID OR THAT ANY PATENT APPLICATION WILL BE GRANTED, THAT ADJUVANT AND/OR PRODUCT OR MANUFACTURE, SALE OR USE THEREOF DOES NOT INFRINGE PATENTS OWNED BY A THIRD PARTY OR THAT A PRODUCT CAN BE SUCCESSFULLY DEVELOPED OR COMMERCIALIZED. 7.5 Except with respect to an obligation of either Party to indemnify the other hereunder, neither Party shall be liable to the other for consequential, incidental, indirect or punitive damages arising from the performance or nonperformance of such Party under this Agreement whether such claim is based on contract, tort (including negligence) or otherwise, even if an authorized representative of such Party is advised resale of the possibility Placement Warrants and the Placement Warrant Shares issuable upon exercise thereof have not been and are not being registered under the Securities Act or likelihood of same. any state securities laws, and may not be transferred unless (a) IDC hereby covenants the resale of the Securities has been registered thereunder; or (b) Placement Agent shall have delivered to the Company an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; or (c) the Securities are sold under Rule 144 promulgated under the Securities Act (or a successor rule) ("Rule 144"); or (d) the Securities are sold or transferred to an affiliate of Placement Agent who agrees that: (i) it will not terminate any Technology Acquisition Agreement to sell or otherwise transfer such securities only in accordance with the provisions of the terms hereof and that it will not amend or modify or consent to any amendment or modification of any Technology Acquisition Agreement that will have who is an adverse effect on the licenses granted to MedImmune hereunderAccredited Investor; and (ii) it will not assign neither the Company nor any Technology Acquisition Agreement without other person is under any obligation to register such Securities under the written consent of MedImmune Securities Act or any state securities laws (which consent will not other than pursuant to the Registration Rights Agreement). Notwithstanding the foregoing or anything else contained herein to the contrary, such securities may be unreasonably withheld or delayed), except that such consent will not be required in case of assignment pledged as collateral in connection with a merger, acquisition bona fide margin account or sale provided that (1) such assignment is subject to this Agreement, (2) such assignment does not have an adverse effect on MedImmune’s rights thereunder, and (3) MedImmune is promptly provided with written notice of such assignment; and (4) IDC will promptly advise MedImmune of any notice of any breach under any Technology Acquisition Agreement or an intent to terminate any Technology Acquisition Agreement that is received from a Third Party and shall use reasonable efforts to cure such breach or to prevent the termination thereof, and to the extent permitted under a Technology Acquisition Agreement, MedImmune will have the right but not the obligation to cure any such breach by IDC, if IDC does not cure such breachother lending arrangement. (bv) IDC This Agreement has been duly and MedImmune agree that each will not use validly authorized, executed and delivered on behalf of Placement Agent and is the valid and binding agreement of Placement Agent enforceable against Placement Agent in any capacity the services of any person or entity debarred under Section 306 of the Federal Food Drug and Cosmetic Act in connection accordance with the research, development or manufacture of Adjuvantits terms. 7.7 In (vi) The Placement Agent is a registered broker dealer (as such term is defined under the event that IDC receives notice from a Third Party that Securities Act of 1933, as amended) and has not made any general solicitations (as such term is defined under the use Securities Act of IDC Know-How and/or IDC Patent Rights may infringe the rights of a Third Party and/or that IDC Patent Rights are invalid or not enforceable and/or IDC has Knowledge that a Third Party intends to assert such a claim1933, IDC shall provide MedImmune as amended) with prompt written notice thereof. In the event that MedImmune receives notice from a Third Party that the use of IDC Know-How and/or IDC Patent Rights may infringe the rights of a Third Party and/or that IDC Patent Rights are invalid or not enforceable and/or MedImmune has Knowledge that a Third Party intends to assert such a claim, MedImmune shall provide IDC with prompt written notice thereof. 7.8 With respect to the research, development, testing, use, manufacture, sale, offer to sell, import, and other disposition sale of Product in all material respects MedImmune agrees to comply with laws, regulations, rules, and guidelines applicable theretothe Securities.

Representations and Warranties and Covenants. 7.1 Each Party represents The Guarantor hereby represents, warrants and warrants covenants as follows: (a) All representations and warranties contained in the Credit Agreement that relate to the Guarantor are true and correct. (b) The Guarantor agrees to comply with each of the covenants contained in the Credit Agreement that imposes or imports to impose, through agreements with the Borrower, restrictions or obligations on the Guarantor. (c) The Guarantor acknowledges that any default in the due observance or performance by the Guarantor of any covenant, condition or agreement contained herein may constitute an Event of Default as provided in under Article VII of the Amended Agreement. (d) There are no conditions precedent to the effectiveness of this Agreement that have not been satisfied or waived. (e) The Guarantor has, independently and without reliance upon the Agent or any other that Secured Party and based on such documents and information as it has the corporate power deemed appropriate, made its own credit analysis and decision to enter into this Agreement. The Guarantor has investigated fully the benefits and advantages which will be derived by it from execution of this Agreement, and to fully perform its obligations hereunder, and that it has not made nor will it make any commitments to others in conflict with the Board of Directors of the Guarantor or in derogation comparable governing body of such rights party has decided that a direct or an indirect benefit will accrue to the Guarantor by reason of the execution of this Agreement. 7.2 As (i) This Agreement is not given with actual intent to hinder, delay or defraud any person to which the Guarantor is or will become, on or after the date hereof, indebted; (ii) the Guarantor has received at least a reasonably equivalent value in exchange for the giving of this Agreement; (iii) the Guarantor is not insolvent on the date hereof and will not become insolvent as a result of the Effective Date, IDC represents and warrants to MedImmune that: (a) it has the right to grant the rights and licenses granted to MedImmune under giving of this Agreement, and pursuant to this Agreement MedImmune has been granted such rights and licenses; ; (biv) it has the Guarantor is not received written notice from engaged in a Third Partybusiness or transaction, nor has is about to engage in a business or transaction, for which any Knowledge, that any Third Party intends to assert against it any claim that assets owned by the practice Guarantor (after engaging in such business or transaction) constitute an unreasonably small amount of IDC Patent Rights or use of IDC Know-How or the manufacture, use, sale, offer to sell or exploitation of Adjuvant alone or as part of a Product infringes the intellectual property rights of a Third Party or misappropriates a trade secret of a Third Party. capital; and (c) IDC has not previously assigned, transferred, licensed, conveyed or otherwise encumbered its right, title and interest with respect to the IDC Patent Rights, or IDC Know-How or Technology Acquisition Agreements in the Field in the Territory; (d) it has no Knowledge of any legal claims, judgments or settlements against or owed by IDC or pending or threatened legal claims or litigation, in each case relating to Adjuvant, IDC Patent Rights, IDC Know-How or Technology Acquisition Agreements; (e) all necessary consents, approvals and authorizations of all government authorities and other entities or persons required to be obtained by IDC as of the Effective Date in connection with the execution, delivery and performance of this Agreement and the granting of the rights and licenses granted under this Agreement have been obtained; (fv) the Patent Rights listed in Exhibit A Guarantor does not intend to incur debts that will be beyond the Guarantor's ability to pay as being owned by IDC constitute all IDC Patent Rights owned solely by IDC or jointly by IDC with a Third Party within the definition of IDC Patent Rights that are licensed to MedImmune under this Agreement and, except as indicated in Exhibit A, IDC owns all right, title and interest in and to the Patent Rights listed in Exhibit A as being owned by IDC;such debts mature. (g) all Technology Acquisition Agreements as of the Effective Date are listed in Exhibit B and it has provided MedImmune with complete and accurate copies of such Technology Acquisition Agreements and all such Technology Acquisition Agreements are in full force and effect and the rights and licenses granted under the Technology Acquisition Agreements to IDC have The Guarantor shall not been diminished or limited and IDC has the right to sublicense to MedImmune the rights licensed thereunder and it has no Knowledge that it or any other party thereto is in breach of any Technology Acquisition Agreements; (h) IDC has provided MedImmune with all material information in its possession with respect to the safety and toxicity of Adjuvant in all fields and efficacy of Adjuvant in the Field and, to its Knowledge, such information is accurate in all material respects; (i) to its Knowledgehold any assets other than the Capital Stock of the Borrower, IDC has not used (ii) have any material liabilities other than (A) liabilities under the Loan Documents and (B) tax liabilities in the ordinary course of business, (iii) engage in any capacity business or activity other than (A) owning the services of any person or entity debarred under Section 306 common stock of the Federal Food, Drug and Cosmetic Act in connection with the research, development or manufacture Borrower (including purchasing additional shares of Adjuvant; (j) to its Knowledge the IDC Know-How was not developed or created by use of proprietary or confidential information of a Third Party that has not been licensed to MedImmune under this Agreement; it has no Knowledge that any of the existing issued patents in the IDC Patent Rights are invalid or unenforceable or that any person or entity has or intends to assert a claim that IDC Patent Rights are invalid or unenforceable; (k) to its Knowledge, its rights in the IDC Patent Rights and IDC Know-How are not now subject to any lien, pledge or security interest of any kind other than under Technology Acquisition Agreement; (l) to its Knowledge, IDC has disclosed all material references to the appropriate patent offices, particularly the United States Patent Office, in all of the existing patents and patent applications that comprise the IDC Patent Rights; (m) to its Knowledge, the IDC Patent Rights have been filed and prosecuted in accordance with all applicable laws, rules, and regulations; (n) to its Knowledge, no patent applications have been filed and IDC has not consented to the filing of any patent application under the *** dated as of ***, as amended and that is identified in Section 2.1(b); (o) to its Knowledge, the use of the technology disclosed in the IDC Patent Rights and the IDC Know-How licensed to MedImmune under this Agreement does not misappropriate a trade secret of a Third Party; and (p) to its Knowledge, the Adjuvant as provided to MedImmune or as used by IDC, may be used, manufactured and sold without infringing the Patent Rights of a Third Party; provided, however, that the representation and warranty of this Section 7.2 (p) does not ***. (a) As of common stock after the Effective Date) and activities incidental or related thereto or to the maintenance of the corporate existence of the Guarantor or compliance with applicable law, MedImmune represents(B) acting as a Guarantor hereunder and pledging its assets to the Agent, and warrants for the benefit of the Lenders, pursuant to IDC that: (i) it is a limited liability company duly organized, validly existing and in good standing under the laws of Delaware and has the right, power and authority to enter into this Agreement and to make the promises set forth in this Agreement; (ii) it has taken all necessary action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder; (iii) it has duly executed and delivered the Agreement, and assuming due delivery and execution by IDC this Agreement constitutes a legal, valid and binding obligation of MedImmune; (iv) the execution, delivery and performance of this Agreement do not conflict with any agreement, instrument or understanding, oral or written, Collateral Documents to which it is a party or by which it is bound, nor to its Knowledge, violate any law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it; and (v) it has not provided any IDC Know-How to an Affiliate of MedImmune that is not a direct or indirect subsidiary of MedImmune and MedImmune has no Knowledge that an Affiliate of MedImmune has filed any Patent Rights with respect to Adjuvant or the use thereof in a Vaccine Product. (b) As of the Effective Date, IDC represents and warrants to MedImmune that: (i) it is a corporation duly organized, validly existing and in good standing under the laws of Delaware and has the corporate right, power and authority to enter into this Agreement and to make the promises set forth in this Agreement; (ii) it has taken all necessary corporate action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder; (iii) it has duly executed and delivered this Agreement and, assuming due delivery and execution by MedImmune, this Agreement constitutes a legal, valid and binding obligation of IDC; and (iv) the execution, delivery and performance of this Agreement do not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it is bound, nor to its Knowledge, violate any law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it. 7.4 EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER IDC NOR MEDIMMUNE MAKES ANY WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE QUALITY OF ANY KNOW-HOW OR PATENT RIGHTS OR OTHER SUBJECT MATTER OF THIS AGREEMENT AND EACH PARTY HEREBY DISCLAIMS WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY OR REPRESENTATION REGARDING CLINICAL EFFECTIVENESS OF ADJUVANT AND/OR PRODUCT OR THAT ANY PATENT IS VALID OR THAT ANY PATENT APPLICATION WILL BE GRANTED, THAT ADJUVANT AND/OR PRODUCT OR MANUFACTURE, SALE OR USE THEREOF DOES NOT INFRINGE PATENTS OWNED BY A THIRD PARTY OR THAT A PRODUCT CAN BE SUCCESSFULLY DEVELOPED OR COMMERCIALIZED. 7.5 Except with respect to an obligation of either Party to indemnify the other hereunder, neither Party shall be liable to the other for consequential, incidental, indirect or punitive damages arising from the performance or nonperformance of such Party under this Agreement whether such claim is based on contract, tort (including negligence) or otherwise, even if an authorized representative of such Party is advised of the possibility or likelihood of same. (a) IDC hereby covenants and agrees that: (i) it will not terminate any Technology Acquisition Agreement and that it will not amend or modify or consent to any amendment or modification of any Technology Acquisition Agreement that will have an adverse effect on the licenses granted to MedImmune hereunder; (ii) it will not assign any Technology Acquisition Agreement without the written consent of MedImmune (which consent will not be unreasonably withheld or delayed), except that such consent will not be required in case of assignment in connection with a merger, acquisition or sale provided that (1) such assignment is subject to this Agreement, (2) such assignment does not have an adverse effect on MedImmune’s rights thereunder, and (3) MedImmune is promptly provided with written notice of such assignment; and (4) IDC will promptly advise MedImmune of any notice of any breach under any Technology Acquisition Agreement or an intent to terminate any Technology Acquisition Agreement that is received from a Third Party and shall use reasonable efforts to cure such breach or to prevent the termination thereof, and to the extent permitted under a Technology Acquisition Agreement, MedImmune will have the right but not the obligation to cure any such breach by IDC, if IDC does not cure such breach. (b) IDC and MedImmune agree that each will not use in any capacity the services of any person or entity debarred under Section 306 of the Federal Food Drug and Cosmetic Act in connection with the research, development or manufacture of Adjuvant. 7.7 In the event that IDC receives notice from a Third Party that the use of IDC Know-How and/or IDC Patent Rights may infringe the rights of a Third Party and/or that IDC Patent Rights are invalid or not enforceable and/or IDC has Knowledge that a Third Party intends to assert such a claim, IDC shall provide MedImmune with prompt written notice thereof. In the event that MedImmune receives notice from a Third Party that the use of IDC Know-How and/or IDC Patent Rights may infringe the rights of a Third Party and/or that IDC Patent Rights are invalid or not enforceable and/or MedImmune has Knowledge that a Third Party intends to assert such a claim, MedImmune shall provide IDC with prompt written notice thereof. 7.8 With respect to the research, development, testing, use, manufacture, sale, offer to sell, import, and other disposition of Product in all material respects MedImmune agrees to comply with laws, regulations, rules, and guidelines applicable thereto.

Representations and Warranties and Covenants. 7.1 Each Party of the --------------------------------------------------- Depositor. (a) The Depositor hereby represents and warrants to the other that it has Owner --------- Trustee, the corporate power to enter into this Agreement, Swap Counterparty and to fully perform its obligations hereunder, and that it has not made nor will it make any commitments to others in conflict with or in derogation of such rights or this Agreement. 7.2 As of the Effective Date, IDC represents and warrants to MedImmune Swap Guarantor that: (ai) it has The Depositor is duly organized and validly existing as a corporation in good standing under the right laws of the State of Delaware, with power and authority to grant the rights own its properties and licenses granted to MedImmune under this Agreement, conduct its business as such properties are currently owned and pursuant to this Agreement MedImmune has been granted such rights and licenses; (b) it has not received written notice from a Third Party, nor has any Knowledge, that any Third Party intends to assert against it any claim that the practice of IDC Patent Rights or use of IDC Know-How or the manufacture, use, sale, offer to sell or exploitation of Adjuvant alone or as part of a Product infringes the intellectual property rights of a Third Party or misappropriates a trade secret of a Third Partybusiness is presently conducted. (cii) IDC The Depositor is duly qualified to do business as a foreign corporation in good standing and has not previously assigned, transferred, licensed, conveyed obtained all necessary licenses and approvals in all jurisdictions in which the ownership or otherwise encumbered lease of its right, title property or the conduct of its business shall require such qualifications. (iii) The Depositor has the power and interest authority to execute and deliver this Trust Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with respect the Trust and the Depositor has duly authorized such sale and assignment and deposit to the IDC Patent Rights, or IDC Know-How or Technology Acquisition Agreements in the Field in the Territory; (d) it has no Knowledge of any legal claims, judgments or settlements against or owed Trust by IDC or pending or threatened legal claims or litigation, in each case relating to Adjuvant, IDC Patent Rights, IDC Know-How or Technology Acquisition Agreements; (e) all necessary consents, approvals corporate action; and authorizations of all government authorities and other entities or persons required to be obtained by IDC as of the Effective Date in connection with the execution, delivery and performance of this Agreement and the granting of the rights and licenses granted under this Trust Agreement have been obtained; (f) duly authorized by the Patent Rights listed in Exhibit A as being owned Depositor by IDC constitute all IDC Patent Rights owned solely by IDC or jointly by IDC with a Third Party within the definition of IDC Patent Rights that are licensed to MedImmune under this Agreement and, except as indicated in Exhibit A, IDC owns all right, title and interest in and to the Patent Rights listed in Exhibit A as being owned by IDC; (g) all Technology Acquisition Agreements as of the Effective Date are listed in Exhibit B and it has provided MedImmune with complete and accurate copies of such Technology Acquisition Agreements and all such Technology Acquisition Agreements are in full force and effect and the rights and licenses granted under the Technology Acquisition Agreements to IDC have not been diminished or limited and IDC has the right to sublicense to MedImmune the rights licensed thereunder and it has no Knowledge that it or any other party thereto is in breach of any Technology Acquisition Agreements; (h) IDC has provided MedImmune with all material information in its possession with respect to the safety and toxicity of Adjuvant in all fields and efficacy of Adjuvant in the Field and, to its Knowledge, such information is accurate in all material respects; (i) to its Knowledge, IDC has not used in any capacity the services of any person or entity debarred under Section 306 of the Federal Food, Drug and Cosmetic Act in connection with the research, development or manufacture of Adjuvant; (j) to its Knowledge the IDC Know-How was not developed or created by use of proprietary or confidential information of a Third Party that has not been licensed to MedImmune under this Agreement; it has no Knowledge that any of the existing issued patents in the IDC Patent Rights are invalid or unenforceable or that any person or entity has or intends to assert a claim that IDC Patent Rights are invalid or unenforceable; (k) to its Knowledge, its rights in the IDC Patent Rights and IDC Know-How are not now subject to any lien, pledge or security interest of any kind other than under Technology Acquisition Agreement; (l) to its Knowledge, IDC has disclosed all material references to the appropriate patent offices, particularly the United States Patent Office, in all of the existing patents and patent applications that comprise the IDC Patent Rights; (m) to its Knowledge, the IDC Patent Rights have been filed and prosecuted in accordance with all applicable laws, rules, and regulations; (n) to its Knowledge, no patent applications have been filed and IDC has not consented to the filing of any patent application under the *** dated as of ***, as amended and that is identified in Section 2.1(b); (o) to its Knowledge, the use of the technology disclosed in the IDC Patent Rights and the IDC Know-How licensed to MedImmune under this Agreement does not misappropriate a trade secret of a Third Party; and (p) to its Knowledge, the Adjuvant as provided to MedImmune or as used by IDC, may be used, manufactured and sold without infringing the Patent Rights of a Third Party; provided, however, that the representation and warranty of this Section 7.2 (p) does not ***. (a) As of the Effective Date, MedImmune represents, and warrants to IDC that: (i) it is a limited liability company duly organized, validly existing and in good standing under the laws of Delaware and has the right, power and authority to enter into this Agreement and to make the promises set forth in this Agreement; (ii) it has taken all necessary action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder; (iii) it has duly executed and delivered the Agreement, and assuming due delivery and execution by IDC this Agreement constitutes a legal, valid and binding obligation of MedImmune;corporate action. (iv) The consummation of the execution, delivery transactions contemplated by this Trust Agreement and performance the fulfillment of this Agreement the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the articles of incorporation or bylaws of the Depositor, or any agreementindenture, agreement or other instrument or understanding, oral or written, to which it the Depositor is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor to its Knowledge, violate any law or, to the best of the Depositor's knowledge, any order, rule or regulation applicable to the Depositor of any courtcourt or of any federal or state regulatory body, governmental body or administrative agency or other agency governmental instrumentality having jurisdiction over it; andthe Depositor or its properties. (v) it has There are no proceedings or investigations pending or to the Depositor's best knowledge, threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties: (A) asserting the invalidity of this Trust Agreement, (B) seeking to prevent the consummation of any of the transactions contemplated by this Trust Agreement or (C) seeking any determination or ruling that might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Trust Agreement. (vi) So long as the Notes and Certificates are outstanding or amounts are due or to become due by the Trust to the Swap Counterparty under the Swap Agreement the Depositor will not provided incur any IDC Knowdebt other than debt that (i) is non-How recourse to an Affiliate the assets of MedImmune the Depositor other than assets specifically pledged as security for such debt which pledged assets shall not include the CABS, or (ii) is subordinated in right of payment to the rights of the holders of the Notes and Certificates and (iii) is assigned a rating by each of the Rating Agencies that is not a direct the same or indirect subsidiary higher than the then current rating of MedImmune the Notes and MedImmune has no Knowledge that an Affiliate of MedImmune has filed any Patent Rights with respect to Adjuvant or the use thereof in a Vaccine ProductCertificates. (b) As The Depositor hereby covenants for the benefit of the Effective DateOwner Trustee, IDC represents the Swap Counterparty and warrants to MedImmune the Swap Guarantor that: (i) it is a corporation duly organizedExcept for the transfer hereunder, validly existing the Depositor will not sell, pledge, assign or transfer to any other Person, or grant, create, incur, assume or suffer to exist any Lien on any of the CABS or any interest therein; the Depositor will notify the Owner Trustee, the Swap Counterparty and in good standing the Swap Guarantor of the existence of any Lien on any of the CABS immediately upon discovery thereof; and the Depositor will defend the right, title and interest of the Owner Trustee in, to and under the laws CABS against all claims of Delaware and has third parties claiming through or under the corporate right, power and authority to enter into this Agreement and to make the promises set forth in this Agreement;Depositor. (ii) it has taken all necessary The Depositor shall not (A) commence a voluntary case or consent to an involuntary case, for relief against the Depositor under Title 11 of the United States Code, 11 U.S.C. SectionSection 101 et -- seq., or file a petition or an answer or consent to a petition seeking ---- liquidation, reorganization or other relief under any applicable law of any jurisdiction relating to bankruptcy, insolvency, reorganization or relief of debtors, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) for the Depositor or a substantial part of its property, or make any assignment for the benefit of creditors, or, except as may be required by any fiduciary obligation of the Board of Directors or as may be required by applicable law, admit in writing its inability to pay its debts generally as they become due, or take any corporate action on its part required to authorize the execution and delivery in furtherance of this Agreement and the performance any such action; (B) dissolve or liquidate, in whole or in part, merge or consolidate with or into any other entity, or convey or transfer all or substantially all of its obligations hereunder;properties and assets to any other entity, except as specifically provided in its Certificate of Incorporation; (C) incur, assume or guarantee any indebtedness for borrowed money or for the deferred purchase price of goods or services, except as specifically provided in its Certificate of Incorporation; or (D) engage in any other action that bears upon whether the separate identity of the Depositor and its parent will be respected, or the assets of the Depositor will be consolidated with those of its parent under applicable federal or state bankruptcy or insolvency law; in each such case without the unanimous consent of its Board of Directors. (iii) it has duly executed The Depositor will be responsible for any filings required in connection with the issuance and delivered this Agreement andsale of the Notes and the Certificates under the Securities Act, assuming due delivery and execution by MedImmune, this Agreement constitutes a legal, valid and binding obligation of IDC; andthe Exchange Act or any state securities or "Blue Sky" statute. (iv) the execution, delivery and performance of this Agreement do The Depositor will not conflict with engage in any agreement, instrument activity that would result in a reduction or understanding, oral or written, to which it is a party or by which it is bound, nor to its Knowledge, violate any law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it. 7.4 EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER IDC NOR MEDIMMUNE MAKES ANY WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE QUALITY OF ANY KNOW-HOW OR PATENT RIGHTS OR OTHER SUBJECT MATTER OF THIS AGREEMENT AND EACH PARTY HEREBY DISCLAIMS WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY OR REPRESENTATION REGARDING CLINICAL EFFECTIVENESS OF ADJUVANT AND/OR PRODUCT OR THAT ANY PATENT IS VALID OR THAT ANY PATENT APPLICATION WILL BE GRANTED, THAT ADJUVANT AND/OR PRODUCT OR MANUFACTURE, SALE OR USE THEREOF DOES NOT INFRINGE PATENTS OWNED BY A THIRD PARTY OR THAT A PRODUCT CAN BE SUCCESSFULLY DEVELOPED OR COMMERCIALIZED. 7.5 Except with respect to an obligation of either Party to indemnify the other hereunder, neither Party shall be liable to the other for consequential, incidental, indirect or punitive damages arising from the performance or nonperformance of such Party under this Agreement whether such claim is based on contract, tort (including negligence) or otherwise, even if an authorized representative of such Party is advised withdrawal of the possibility or likelihood of same. (a) IDC hereby covenants and agrees that: (i) it will not terminate any Technology Acquisition Agreement and that it will not amend or modify or consent to any amendment or modification of any Technology Acquisition Agreement that will have an adverse effect on the licenses granted to MedImmune hereunder; (ii) it will not assign any Technology Acquisition Agreement without the written consent of MedImmune (which consent will not be unreasonably withheld or delayed), except that such consent will not be required in case of assignment in connection with a merger, acquisition or sale provided that (1) such assignment is subject to this Agreement, (2) such assignment does not have an adverse effect on MedImmune’s rights thereunder, and (3) MedImmune is promptly provided with written notice of such assignment; and (4) IDC will promptly advise MedImmune of any notice of any breach under any Technology Acquisition Agreement or an intent to terminate any Technology Acquisition Agreement that is received from a Third Party and shall use reasonable efforts to cure such breach or to prevent the termination thereof, and to the extent permitted under a Technology Acquisition Agreement, MedImmune will have the right but not the obligation to cure any such breach by IDC, if IDC does not cure such breach. (b) IDC and MedImmune agree that each will not use in any capacity the services of any person or entity debarred under Section 306 rating of the Federal Food Drug and Cosmetic Act in connection with Certificates or Notes by the research, development or manufacture of AdjuvantRating Agencies. 7.7 In the event that IDC receives notice from a Third Party that the use of IDC Know-How and/or IDC Patent Rights may infringe the rights of a Third Party and/or that IDC Patent Rights are invalid or not enforceable and/or IDC has Knowledge that a Third Party intends to assert such a claim, IDC shall provide MedImmune with prompt written notice thereof. In the event that MedImmune receives notice from a Third Party that the use of IDC Know-How and/or IDC Patent Rights may infringe the rights of a Third Party and/or that IDC Patent Rights are invalid or not enforceable and/or MedImmune has Knowledge that a Third Party intends to assert such a claim, MedImmune shall provide IDC with prompt written notice thereof. 7.8 With respect to the research, development, testing, use, manufacture, sale, offer to sell, import, and other disposition of Product in all material respects MedImmune agrees to comply with laws, regulations, rules, and guidelines applicable thereto.

Representations and Warranties and Covenants. 7.1 Each Party 11.1. Licensor represents and warrants to the other that it has the corporate power to enter into this Agreement, and to fully perform its obligations hereunder, and that it has not made nor will it make any commitments to others in conflict with or in derogation of such rights or this Agreement. 7.2 As of the Effective Date, IDC represents and warrants to MedImmune that: (a) it Licensor has the right to grant the rights and licenses granted to MedImmune under this Agreement, and pursuant to this Agreement MedImmune has been granted such rights and licenses; (b) it has not received written notice from a Third Party, nor has any Knowledge, that any Third Party intends to assert against it any claim that the practice of IDC Patent Rights or use of IDC Know-How or the manufacture, use, sale, offer to sell or exploitation of Adjuvant alone or as part of a Product infringes the intellectual property rights of a Third Party or misappropriates a trade secret of a Third Party. (c) IDC has not previously assigned, transferred, licensed, conveyed or otherwise encumbered its right, title and interest with respect to the IDC Patent Rights, or IDC Know-How or Technology Acquisition Agreements in the Field in the Territory; (d) it has no Knowledge of any legal claims, judgments or settlements against or owed by IDC or pending or threatened legal claims or litigation, in each case relating to Adjuvant, IDC Patent Rights, IDC Know-How or Technology Acquisition Agreements; (e) all necessary consents, approvals and authorizations of all government authorities and other entities or persons required to be obtained by IDC as of the Effective Date in connection with the execution, delivery and performance of this Agreement and the granting of the rights and licenses granted under this Agreement have been obtained; (f) the Patent Rights listed in Exhibit A as being owned by IDC constitute all IDC Patent Rights owned solely by IDC or jointly by IDC with a Third Party within the definition of IDC Patent Rights that are licensed to MedImmune under this Agreement and, except as indicated in Exhibit A, IDC owns all right, title and interest in and to the Patent Rights listed in Exhibit A as being owned by IDC; (g) all Technology Acquisition Agreements as of the Effective Date are listed in Exhibit B and it has provided MedImmune with complete and accurate copies of such Technology Acquisition Agreements and all such Technology Acquisition Agreements are in full force and effect and the rights and licenses granted under the Technology Acquisition Agreements to IDC have not been diminished or limited and IDC has the right to sublicense to MedImmune the rights licensed thereunder and it has no Knowledge that it or any other party thereto is in breach of any Technology Acquisition Agreements; (h) IDC has provided MedImmune with all material information in its possession with respect to the safety and toxicity of Adjuvant in all fields and efficacy of Adjuvant in the Field and, to its Knowledge, such information is accurate in all material respects; (i) to its Knowledge, IDC has not used in any capacity the services of any person or entity debarred under Section 306 of the Federal Food, Drug and Cosmetic Act in connection with the research, development or manufacture of Adjuvant; (j) to its Knowledge the IDC Know-How was not developed or created by use of proprietary or confidential information of a Third Party that has not been licensed to MedImmune under this Agreement; it has no Knowledge that any of the existing issued patents in the IDC Patent Rights are invalid or unenforceable or that any person or entity has or intends to assert a claim that IDC Patent Rights are invalid or unenforceable; (k) to its Knowledge, its rights in the IDC Patent Rights and IDC Know-How are not now subject to any lien, pledge or security interest of any kind other than under Technology Acquisition Agreement; (l) to its Knowledge, IDC has disclosed all material references to the appropriate patent offices, particularly the United States Patent Office, in all of the existing patents and patent applications that comprise the IDC Patent Rights; (m) to its Knowledge, the IDC Patent Rights have been filed and prosecuted in accordance with all applicable laws, rules, and regulations; (n) to its Knowledge, no patent applications have been filed and IDC has not consented to the filing of any patent application under the *** dated as of ***, as amended and that is identified in Section 2.1(b); (o) to its Knowledge, the use of the technology disclosed in the IDC Patent Rights and the IDC Know-How licensed to MedImmune under this Agreement does not misappropriate a trade secret of a Third Party; and (p) to its Knowledge, the Adjuvant as provided to MedImmune or as used by IDC, may be used, manufactured and sold without infringing the Patent Rights of a Third Party; provided, however, that the representation and warranty of this Section 7.2 (p) does not ***. (a) As of the Effective Date, MedImmune represents, and warrants to IDC that: (i) it is a limited liability company duly organized, validly existing and in good standing under the laws of Delaware and has the right, corporate power and authority to enter into this Agreement and to make the promises set forth in this Agreement; (ii) it has taken all necessary action on perform its part required to authorize the execution obligations hereunder, and delivery of Licensor's entering into this Agreement and the performance of its obligations hereunder; (iii) it has hereunder have been duly executed and delivered the Agreementauthorized, and assuming due delivery and execution by IDC this Agreement constitutes a legal, valid and binding obligation no other proceedings on the part of MedImmune; (iv) the Licensor are necessary to authorize such execution, delivery and performance of this Agreement do and shall not conflict with violate any agreement, agreement or other instrument or understanding, oral or written, to which it Licensor is a party or by which it is may be bound, nor to its Knowledge, violate any law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it; and (v) it has not provided any IDC Know-How to an Affiliate of MedImmune that is not a direct or indirect subsidiary of MedImmune and MedImmune has no Knowledge that an Affiliate of MedImmune has filed any Patent Rights with respect to Adjuvant or the use thereof in a Vaccine Product.; (b) As Licensor owns the Licensed Marks listed on Schedule A, free and clear of any lien, license, or other restriction that prohibits or restricts Licensor's ability to grant the rights set forth in this Agreement. Except as otherwise made known to Licensee or GFSI, to the best of Licensor's knowledge, in the past two years, the Licensed Marks, used as contemplated by this Agreement, were not subject to any outstanding injunction, judgment, order, decree, ruling, or charge and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand is pending or, to the best of the Effective DateLicensor's knowledge, IDC is threatened which challenges the legality, validity, enforceability, use, or ownership of any Licensed Mark used as contemplated by this Agreement. (▇) To the knowledge of Licensor, no third party has successfully interfered with, infringed upon, misappropriated, or otherwise come into conflict with any rights of the Licensor in and to the Licensed Marks used as contemplated by the Agreement. 11.2. Licensee represents and warrants to MedImmune that: (ia) it is a corporation duly organized, validly existing and in good standing under the laws of Delaware and Licensee has the full corporate right, power and authority to enter into this Agreement and to make the promises set forth in this Agreement; (ii) it has taken all necessary corporate action on perform its part required to authorize the execution obligations hereunder, and delivery of Licensee's entering into this Agreement and the performance of its obligations hereunder; (iii) it has hereunder have been duly executed authorized, and delivered this Agreement and, assuming due delivery and execution by MedImmune, this Agreement constitutes a legal, valid and binding obligation no other proceedings on the part of IDC; and (iv) the Licensee are necessary to authorize such execution, delivery and performance of this Agreement do and shall not conflict with violate any agreement, agreement or other instrument or understanding, oral or written, to which it Licensee is a party or by which it is may be bound; (b) To the best of Licensee's knowledge, nor to no use by Licensee or its Knowledgethird-party manufacturers of designs, violate any law devices, inventions, or regulation patents in connection with the Licensed Products will infringe or otherwise interfere with the trademark, patent, copyright, or other proprietary rights of any court, governmental body or administrative or other agency having jurisdiction over it. 7.4 EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER IDC NOR MEDIMMUNE MAKES ANY WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE QUALITY OF ANY KNOW-HOW OR PATENT RIGHTS OR OTHER SUBJECT MATTER OF THIS AGREEMENT AND EACH PARTY HEREBY DISCLAIMS WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY OR REPRESENTATION REGARDING CLINICAL EFFECTIVENESS OF ADJUVANT AND/OR PRODUCT OR THAT ANY PATENT IS VALID OR THAT ANY PATENT APPLICATION WILL BE GRANTED, THAT ADJUVANT AND/OR PRODUCT OR MANUFACTURE, SALE OR USE THEREOF DOES NOT INFRINGE PATENTS OWNED BY A THIRD PARTY OR THAT A PRODUCT CAN BE SUCCESSFULLY DEVELOPED OR COMMERCIALIZED. 7.5 Except with respect to an obligation of either Party to indemnify the other hereunder, neither Party shall be liable to the other for consequential, incidental, indirect or punitive damages arising from the performance or nonperformance of such Party under this Agreement whether such claim is based on contract, tort (including negligence) or otherwise, even if an authorized representative of such Party is advised of the possibility or likelihood of same.third party; (ac) IDC hereby covenants and agrees thatAll Licensed Products sold by Licensee pursuant to this Agreement: (i) it will not terminate any Technology Acquisition Agreement shall meet or exceed the quality, materials, and that it will not amend specifications of samples provided or modify or consent to any amendment or modification of any Technology Acquisition Agreement that will have an adverse effect on the licenses granted to MedImmune hereunder; approved by Licensor, (ii) it will not assign any Technology Acquisition Agreement without the written consent of MedImmune (which consent will not shall be unreasonably withheld or delayed)in compliance with, except that such consent will not be required in case of assignment in connection with a merger, acquisition or sale provided that (1) such assignment is subject to this Agreement, (2) such assignment does not have an adverse effect on MedImmune’s rights thereunderconform to, and (3) MedImmune is promptly provided with written notice of such assignment; and (4) IDC will promptly advise MedImmune of any notice of any breach under any Technology Acquisition Agreement or an intent to terminate any Technology Acquisition Agreement that is received from a Third Party and shall use reasonable efforts to cure such breach or to prevent the termination thereofsatisfy all applicable federal, and to the extent permitted under a Technology Acquisition Agreementstate, MedImmune will have the right but not the obligation to cure any such breach by IDC, if IDC does not cure such breach. (b) IDC and MedImmune agree that each will not use in any capacity the services of any person or entity debarred under Section 306 of the Federal Food Drug and Cosmetic Act in connection with the research, development or manufacture of Adjuvant. 7.7 In the event that IDC receives notice from a Third Party that the use of IDC Know-How and/or IDC Patent Rights may infringe the rights of a Third Party and/or that IDC Patent Rights are invalid or not enforceable and/or IDC has Knowledge that a Third Party intends to assert such a claim, IDC shall provide MedImmune with prompt written notice thereof. In the event that MedImmune receives notice from a Third Party that the use of IDC Know-How and/or IDC Patent Rights may infringe the rights of a Third Party and/or that IDC Patent Rights are invalid or not enforceable and/or MedImmune has Knowledge that a Third Party intends to assert such a claim, MedImmune shall provide IDC with prompt written notice thereof. 7.8 With respect to the research, development, testing, use, manufacture, sale, offer to sell, importmunicipal, and other disposition of Product governmental body laws, rules, regulations, and ordinances, (iii) will be safe in all material respects MedImmune agrees for the general public and will contain no material defect or toxic or hazardous substance, (iv) are not and will not be injurious to comply with laws, regulations, rulesperson or property when used or foreseeably misused, and guidelines applicable thereto(v) will be tested for flammability pursuant to Commercial Standard 191-53 prior to the sale thereof, and have been determined to be Class 1 products that possess only normal flammability characteristics; (d) Licensee shall provide Licensor copies of all flammability testing of all items of Licensed Products and a copy of a Continuing Guaranty under the Flammable Fabrics Act within thirty (30) days of each such flammability test; and (e) Licensee shall perform its own due diligence review of any labeling instructions, specifications, standards or other information provided to Licensee by Licensor and Licensee is not relieved of any responsibility whatsoever because of any such labeling instructions, specifications, or other information provided by Licensor. 11.3. Licensor covenants that, at no time during the Term will Licensor sell any Collegiate Products that consist of close-outs, irregulars, slow moving and/or discontinued styles in or to any college bookstore.

Representations and Warranties and Covenants. 7.1 Each Party represents and warrants to the other that it has the corporate power to enter into this Agreement, and to fully perform its obligations hereunder, and that it has not made nor will it make any commitments to others in conflict with or in derogation of such rights or this Agreement. 7.2 As of the Effective Date, IDC represents and warrants to MedImmune that: (a) it has the right to grant the rights and licenses granted to MedImmune under this Agreement, and pursuant to this Agreement MedImmune has been granted such rights and licenses; (b) it has not received written notice from a Third Party, nor has any Knowledge, that any Third Party intends to assert against it any claim that the practice of IDC Patent Rights or use of IDC Know-How or the manufacture, use, sale, offer to sell or exploitation of Adjuvant alone or as part of a Product infringes the intellectual property rights of a Third Party or misappropriates a trade secret of a Third Party. (c) IDC has not previously assigned, transferred, licensed, conveyed or otherwise encumbered its right, title and interest with respect to the IDC Patent Rights, or IDC Know-How or Technology Acquisition Agreements in the Field in the Territory; (d) it has no Knowledge of any legal claims, judgments or settlements against or owed by IDC or pending or threatened legal claims or litigation, in each case relating to Adjuvant, IDC Patent Rights, IDC Know-How or Technology Acquisition Agreements; (e) all necessary consents, approvals and authorizations of all government authorities and other entities or persons required to be obtained by IDC as of the Effective Date in connection with the execution, delivery and performance of this Agreement and the granting of the rights and licenses granted under this Agreement have been obtained; (f) the Patent Rights listed in Exhibit A as being owned by IDC constitute all IDC Patent Rights owned solely by IDC or jointly by IDC with a Third Party within the definition of IDC Patent Rights that are licensed to MedImmune under this Agreement and, except as indicated in Exhibit A, IDC owns all right, title and interest in and to the Patent Rights listed in Exhibit A as being owned by IDC; (g) all Technology Acquisition Agreements as of the Effective Date are listed in Exhibit B and it has provided MedImmune with complete and accurate copies of such Technology Acquisition Agreements and all such Technology Acquisition Agreements are in full force and effect and the rights and licenses granted under the Technology Acquisition Agreements to IDC have not been diminished or limited and IDC has the right to sublicense to MedImmune the rights licensed thereunder and it has no Knowledge that it or any other party thereto is in breach of any Technology Acquisition Agreements; (h) IDC has provided MedImmune with all material information in its possession with respect to the safety and toxicity of Adjuvant in all fields and efficacy of Adjuvant in the Field and, to its Knowledge, such information is accurate in all material respects; (i) to its Knowledge, IDC has not used in any capacity the services of any person or entity debarred under Section 306 of the Federal Food, Drug and Cosmetic Act in connection with the research, development or manufacture of Adjuvant; (j) to its Knowledge the IDC Know-How was not developed or created by use of proprietary or confidential information of a Third Party that has not been licensed to MedImmune under this Agreement; it has no Knowledge that any of the existing issued patents in the IDC Patent Rights are invalid or unenforceable or that any person or entity has or intends to assert a claim that IDC Patent Rights are invalid or unenforceable; (k) to its Knowledge, its rights in the IDC Patent Rights and IDC Know-How are not now subject to any lien, pledge or security interest of any kind other than under Technology Acquisition Agreement; (l) to its Knowledge, IDC has disclosed all material references to the appropriate patent offices, particularly the United States Patent Office, in all of the existing patents and patent applications that comprise the IDC Patent Rights; (m) to its Knowledge, the IDC Patent Rights have been filed and prosecuted in accordance with all applicable laws, rules, and regulations; (n) to its Knowledge, no patent applications have been filed and IDC has not consented to the filing of any patent application under the *** dated as of ***, as amended and that is identified in Section 2.1(b); (o) to its Knowledge, the use of the technology disclosed in the IDC Patent Rights and the IDC Know-How licensed to MedImmune under this Agreement does not misappropriate a trade secret of a Third Party; and (p) to its Knowledge, the Adjuvant as provided to MedImmune or as used by IDC, may be used, manufactured and sold without infringing the Patent Rights of a Third Party; provided, however, that the representation and warranty of this Section 7.2 (p) does not ***. (a) As of the Effective Date, MedImmune represents, and warrants to IDC that: (i) it is a limited liability company duly organized, validly existing and in good standing under the laws of Delaware and has the right, power and authority to enter into this Agreement and to make the promises set forth in this Agreement; (ii) it has taken all necessary action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder; (iii) it has duly executed and delivered the Agreement, and assuming due delivery and execution by IDC this Agreement constitutes a legal, valid and binding obligation of MedImmune; (iv) the execution, delivery and performance of this Agreement do not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it is bound, nor to its Knowledge, violate any law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it; and (v) it has not provided any IDC Know-How to an Affiliate of MedImmune that is not a direct or indirect subsidiary of MedImmune and MedImmune has no Knowledge that an Affiliate of MedImmune has filed any Patent Rights with respect to Adjuvant or the use thereof in a Vaccine Product. (b) As of the Effective Date, IDC represents and warrants to MedImmune that: (i) it is a corporation duly organized, validly existing and in good standing under the laws of Delaware and has the corporate right, power and authority to enter into this Agreement and to make the promises set forth in this Agreement; (ii) it has taken all necessary corporate action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder; (iii) it has duly executed and delivered this Agreement and, assuming due delivery and execution by MedImmune, this Agreement constitutes a legal, valid and binding obligation of IDC; and (iv) the execution, delivery and performance of this Agreement do not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it is bound, nor to its Knowledge, violate any law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it. 7.4 EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER IDC NOR MEDIMMUNE MAKES ANY WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE QUALITY OF ANY KNOW-HOW OR PATENT RIGHTS OR OTHER SUBJECT MATTER OF THIS AGREEMENT AND EACH PARTY HEREBY DISCLAIMS WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY OR REPRESENTATION REGARDING CLINICAL EFFECTIVENESS OF ADJUVANT AND/OR PRODUCT OR THAT ANY PATENT IS VALID OR THAT ANY PATENT APPLICATION WILL BE GRANTED, THAT ADJUVANT AND/OR PRODUCT OR MANUFACTURE, SALE OR USE THEREOF DOES NOT INFRINGE PATENTS OWNED BY A THIRD PARTY OR THAT A PRODUCT CAN BE SUCCESSFULLY DEVELOPED OR COMMERCIALIZED. 7.5 Except with respect to an obligation of either Party to indemnify the other hereunder, neither Party shall be liable to the other for consequential, incidental, indirect or punitive damages arising from the performance or nonperformance of such Party under this Agreement whether such claim is based on contract, tort (including negligence) or otherwise, even if an authorized representative of such Party is advised of the possibility or likelihood of same. (a) IDC hereby covenants and agrees that: (i) it will not terminate any Technology Acquisition Agreement and that it will not amend or modify or consent to any amendment or modification of any Technology Acquisition Agreement that will have an adverse effect on the licenses granted to MedImmune hereunder; (ii) it will not assign any Technology Acquisition Agreement without the written consent of MedImmune (which consent will not be unreasonably withheld or delayed), except that such consent will not be required in case of assignment in connection with a merger, acquisition or sale provided that (1) such assignment is subject to this Agreement, (2) such assignment does not have an adverse effect on MedImmune’s rights thereunder, and (3) MedImmune is promptly provided with written notice of such assignment; and (4) IDC will promptly advise MedImmune of any notice of any breach under any Technology Acquisition Agreement or an intent to terminate any Technology Acquisition Agreement that is received from a Third Party and shall use reasonable efforts to cure such breach or to prevent the termination thereof, and to the extent permitted under a Technology Acquisition Agreement, MedImmune will have the right but not the obligation to cure any such breach by IDC, if IDC does not cure such breach. (b) IDC and MedImmune agree that each will not use in any capacity the services of any person or entity debarred under Section 306 of the Federal Food Drug and Cosmetic Act in connection with the research, development or manufacture of Adjuvant. 7.7 In the event that IDC receives notice from a Third Party that the use of IDC Know-How and/or IDC Patent Rights may infringe the rights of a Third Party and/or that IDC Patent Rights are invalid or not enforceable and/or IDC has Knowledge that a Third Party intends to assert such a claim, IDC shall provide MedImmune with prompt written notice thereof. In the event that MedImmune receives notice from a Third Party that the use of IDC Know-How and/or IDC Patent Rights may infringe the rights of a Third Party and/or that IDC Patent Rights are invalid or not enforceable and/or MedImmune has Knowledge that a Third Party intends to assert such a claim, MedImmune shall provide IDC with prompt written notice thereof. 7.8 With respect to the research, development, testing, use, manufacture, sale, offer to sell, import, and other disposition of Product in all material respects MedImmune agrees to comply with laws, regulations, rules, and guidelines applicable thereto.notice