Common use of Representations and Warranties of ▇▇▇▇▇ Clause in Contracts

Representations and Warranties of ▇▇▇▇▇. ▇▇▇▇▇ hereby represents and warrants to Novartis, as of the Effective Date of this Agreement, as follows: (a) ▇▇▇▇▇ owns or has the lawful right to grant the License. (b) ▇▇▇▇▇ has received no notice of any Claim by any Third Party or any ▇▇▇▇▇ employee that (a) such Third Party or employee has any rights to the ▇▇▇▇▇ Intellectual Property or the Compound that prevent ▇▇▇▇▇ from granting to Novartis the License; Manufacture or Commercialization of the Compound within the Field as contemplated hereby infringes any Third Party rights; or (c) the ▇▇▇▇▇ Patents (to the extent representing issued Patents) are invalid or unenforceable. (c) Product supplied by ▇▇▇▇▇ hereunder (a) will meet the applicable Product Specifications for the intended use, (b) will not be adulterated or misbranded within the meaning of the Act, and (c) will be Manufactured in accordance with GMPs; provided, however, that ▇▇▇▇▇ may supply Product not Manufactured in accordance with GMPs if specifically intended for non-human testing and as agreed to in writing by Novartis. (d) ▇▇▇▇▇ has provided to Novartis a redacted text of the BMS License Agreement. None of the terms redacted from the BMS License Agreement impair, or have the ability to impair, ▇▇▇▇▇’▇ ability to perform its obligations under this Agreement or Novartis’ rights under the License. ▇▇▇▇▇ has not received any notice or other communication from BMS regarding any breach by ▇▇▇▇▇ of its obligations under the BMS License Agreement. (e) Other than the BMS License Agreement, to ▇▇▇▇▇’▇ knowledge as of the Effective Date, after reasonable inquiry of existing information reasonably available to ▇▇▇▇▇, there are no other agreements to which ▇▇▇▇▇ is a Party or to which ▇▇▇▇▇ is subject which impair, or have the ability to impair, ▇▇▇▇▇’▇ ability to perform its obligations under this Agreement or Novartis’ rights under the License. (f) To ▇▇▇▇▇’▇ actual knowledge as of the Effective Date (without any inference or duty of investigation), there are no errors in the inventorship set forth in any of the Patent applications comprising ▇▇▇▇▇ Patents. Certain information marked as [***] has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. (g) To ▇▇▇▇▇’▇ actual knowledge as of the Effective Date (without any inference or duty of investigation), there is no litigation threatened, impending or existing relating to the ▇▇▇▇▇ Intellectual Property. (h) To ▇▇▇▇▇’▇ actual knowledge as of the Effective Date (without any inference or duty of investigation), and except for any items cited or referred to in any of the ▇▇▇▇▇ Patents, there are no publications, issued Patents, published Patent applications or public disclosures that could reasonably be expected to provide a sufficient basis to render invalid or unenforceable any of the ▇▇▇▇▇ Patents. (i) To ▇▇▇▇▇’▇ actual knowledge as of the Effective Date (without any inference or duty of investigation), there are no Third Party Patents, published Patent applications, or publications not yet disclosed to Novartis that could reasonably be expected to impair Novartis’ rights under the License.

Representations and Warranties of ▇▇▇▇▇. ▇▇▇▇▇ hereby represents and warrants to NovartisSpruce that, as of the Effective Date: (a) it has the full right, power and authority to enter into this Agreement, to grant the rights and licenses granted under Articles 2 and 3, and its execution of this Agreement, the fulfillment of its obligations and performance of its activities hereunder do not conflict with, violate, or breach or constitute a default under any material contractual obligation or court or administrative order by which Lilly is bound; (b) to the knowledge of Lilly, there are no legal claims, judgments or settlements against or owed by Lilly or any of its Affiliates, threatened or pending legal claims or litigation, in each case relating to the Licensed Patents; (c) all necessary consents, approvals and authorizations of all government authorities and other persons required to be obtained by Lilly as of the Effective Date in connection with the execution, delivery and performance of this Agreement have been obtained; (d) it is the owner or exclusive licensee of or otherwise Controls the right, title and interest in and to the Licensed Patents and related Licensed Know-How, and has the right to grant to Spruce the licenses that it purports to grant hereunder and has not granted any Third Party rights that would interfere or be inconsistent with Spruce’s rights hereunder; (e) the Licensed Patents and Licensed Know-How are not subject to any existing royalty or other payment obligations to any Third Party; (f) it has disclosed to Spruce a complete and accurate record of all material information and data relating to the results of all pre-clinical and clinical studies on Licensed Products or the Licensed Compound, conducted by or on behalf of Lilly or any of its Affiliates or otherwise known to Lilly, including, without limitation, the status and interim results of all ongoing clinical and preclinical studies, and the clinical development and Regulatory Application and Regulatory Approval activities undertaken to date, and all such information and data is complete and accurate in all material respects; (g) neither it nor any of its Affiliates has been debarred or is subject to debarment; (h) it has the authority to bind its Affiliates to the terms of this Agreement, as follows: (a) ▇▇▇▇▇ owns or has the lawful right applicable, and to grant the License. (b) ▇▇▇▇▇ has received no notice of any Claim by any Third Party or any ▇▇▇▇▇ employee that (a) such Third Party or employee has any rights to the ▇▇▇▇▇ Intellectual Property or the Compound that prevent ▇▇▇▇▇ from granting to Novartis the License; Manufacture or Commercialization of the Compound within the Field as contemplated hereby infringes any Third Party rights; or (c) the ▇▇▇▇▇ Patents (to the extent representing issued Patents) are invalid or unenforceable. (c) Product supplied by ▇▇▇▇▇ hereunder (a) will meet the applicable Product Specifications for the intended use, (b) will not be adulterated or misbranded within the meaning of the Act, and (c) will be Manufactured in accordance with GMPs; provided, however, that ▇▇▇▇▇ may supply Product not Manufactured in accordance with GMPs if specifically intended for non-human testing and as agreed to in writing by Novartis. (d) ▇▇▇▇▇ has provided to Novartis a redacted text of the BMS License Agreement. None of the terms redacted from the BMS License Agreement impair, or have the ability to impair, ▇▇▇▇▇’▇ ability to perform its obligations under this Agreement or Novartis’ rights under the License. ▇▇▇▇▇ has not received any notice or other communication from BMS regarding any breach by ▇▇▇▇▇ licenses granted on behalf of its obligations under the BMS License Agreement. (e) Other than the BMS License Agreement, to ▇▇▇▇▇’▇ knowledge Affiliates as of the Effective Date, after reasonable inquiry of existing information reasonably available to ▇▇▇▇▇, there are no other agreements to which ▇▇▇▇▇ is a Party or to which ▇▇▇▇▇ is subject which impair, or have the ability to impair, ▇▇▇▇▇’▇ ability to perform its obligations under this Agreement or Novartis’ rights under the License. (f) To ▇▇▇▇▇’▇ actual knowledge as of the Effective Date (without any inference or duty of investigation), there are no errors in the inventorship set forth in any of the Patent applications comprising ▇▇▇▇▇ Patents. Certain information marked as [***] has been excluded from this exhibit because it is both herein; (i) not material all documents required to be filed and (ii) all payments required to be made in order to prosecute and maintain each Patent in the Licensed Patents have been filed or made, as the case may be, in a timely manner, and no action has been taken that would be competitively harmful if publicly disclosed.constitute waiver, abandonment or any similar relinquishment of such rights; (gj) To ▇▇▇▇▇’▇ actual knowledge the Licensed Patents constitute all Patents owned by or licensed to Lilly or any of its Affiliates that contain one or more claims covering any Licensed Product or Licensed Compound, or the composition of matter, method of use or manufacture thereof; (k) neither Lilly nor any of its Affiliates is or has been a party to any agreement with any U.S. Governmental Authority pursuant to which any U.S. Governmental Authority provided funding for the Development of any Licensed Compound or any Licensed Product, and the inventions claimed or covered by the Existing Patents are not a “subject invention” as that term is described in 35 U.S.C. Section 201(f); and (l) neither Lilly nor any of the Effective Date (without its Affiliates, nor any inference of its or duty their respective officers, employees, or agents has made an untrue statement of investigation), there is no litigation threatened, impending material fact or existing relating fraudulent statement to the ▇▇▇▇▇ Intellectual Property. (h) To ▇▇▇▇▇’▇ actual knowledge as FDA or any other Regulatory Authority with respect to the Development of any Licensed Compound or Licensed Product, failed to disclose a material fact required to be disclosed to the Effective Date (without FDA or any inference other Regulatory Authority with respect to the Development of any Licensed Compound or duty any Licensed Product, or committed an act, made a statement, or failed to make a statement with respect to the Development of investigation), and except for any items cited Licensed Compound or referred to in any of the ▇▇▇▇▇ Patents, there are no publications, issued Patents, published Patent applications or public disclosures Licensed Product that could reasonably be expected to provide a sufficient basis for the FDA to render invalid invoke its policy respecting “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities”, set forth in 56 Fed. Reg. 46191 (September 10, 1991) and any amendments thereto or unenforceable any of the ▇▇▇▇▇ Patentsanalogous laws or policies in any other country. (i) To ▇▇▇▇▇’▇ actual knowledge as of the Effective Date (without any inference or duty of investigation), there are no Third Party Patents, published Patent applications, or publications not yet disclosed to Novartis that could reasonably be expected to impair Novartis’ rights under the License.

Representations and Warranties of ▇▇▇▇▇. ▇▇▇▇▇ hereby represents and warrants to NovartisFlame that, as of the Effective Date of this Agreement, as followsDate: (a) ▇▇▇▇▇ owns the Listed Patents constitute all Patents owned or has the lawful right to grant the License. (b) ▇▇▇▇▇ has received no notice of any Claim by any Third Party or any ▇▇▇▇▇ employee that (a) such Third Party or employee has any rights to the ▇▇▇▇▇ Intellectual Property or the Compound that prevent ▇▇▇▇▇ from granting to Novartis the License; Manufacture or Commercialization of the Compound within the Field as contemplated hereby infringes any Third Party rights; or (c) the ▇▇▇▇▇ Patents (to the extent representing issued Patents) are invalid or unenforceable. (c) Product supplied Controlled by ▇▇▇▇▇ hereunder (a) will meet or any of its Affiliates as of the applicable Product Specifications for Effective Date in the intended useTerritory that contain one or more claims covering any Licensed Compound or Licensed Product, or the composition of matter or formulation, or any method of use or manufacture, of any Licensed Compound or Licensed Product; (b) will not be adulterated Lilly has provided or misbranded within the meaning otherwise made available to Flame current, true and complete copies of the Act, and all unpublished Listed Patents; (c) will all documents required to be Manufactured filed and all payments required to be made in accordance with GMPs; providedorder to prosecute and maintain each Patent in the Listed Patents prior to the Effective Date in the Territory have been filed or made, howeveras the case may be, in a timely manner, and no action has been taken that ▇▇▇▇▇ may supply Product not Manufactured in accordance with GMPs if specifically intended for non-human testing and as agreed to in writing by Novartis.would constitute waiver, abandonment or any similar relinquishment of such rights; (d) ▇▇▇▇▇ no Listed Patent in the Territory is or has provided to Novartis a redacted text of the BMS License Agreement. None of the terms redacted from the BMS License Agreement impairbeen involved in any interference, opposition, reissue, reexamination, revocation, inter partes review, post-grant review, post-grant proceeding, or have equivalent proceeding in which the ability to impairscope, ▇▇▇▇▇’▇ ability to perform its obligations under this Agreement validity or Novartis’ rights under the License. ▇▇▇▇▇ enforceability of any such Listed Patent is being or has not received any notice been contested or other communication from BMS regarding any breach by ▇▇▇▇▇ of its obligations under the BMS License Agreement. (e) Other than the BMS License Agreementchallenged, and to ▇▇▇▇▇’▇ knowledge as knowledge, no such proceeding has been threatened with respect to any Listed Patent in the Territory; (e) no Listed Patent in the Territory has been adjudged invalid or unenforceable in whole or part, or, in the case of pending patent applications within the Effective DateListed Patents in the Territory, after reasonable inquiry has been the subject of existing information reasonably available to ▇▇▇▇▇, there are no other agreements to which a final and non-appealable finding of unpatentability; (f) ▇▇▇▇▇ is a Party or has the ful1 right, power and authority to which grant the rights and licenses it purports to grant hereunder, and neither ▇▇▇▇▇ is subject which impair, nor any of its Affiliates has granted any Third Party any rights or have the ability to impair, ▇▇▇▇▇’▇ ability to perform its obligations under this Agreement licenses that would interfere or Novartis’ be inconsistent with Flame’s rights under the License.and licenses hereunder; (fg) To ▇▇▇▇▇’▇ actual to the knowledge as of the Effective Date (without any inference or duty of investigation)Lilly, there are no errors in the inventorship set forth in any of the Patent applications comprising legal claims, judgments or settlements against or owed by ▇▇▇▇▇ Patents. Certain information marked as [***] has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. (g) To ▇▇▇▇▇’▇ actual knowledge as or any of the Effective Date (without any inference its Affiliates, threatened or duty of investigation)pending legal claims or litigation, there is no litigation threatened, impending or existing in each case relating to the Licensed Technology; (h) neither ▇▇▇▇▇ Intellectual Property. (h) To ▇▇▇▇▇’▇ actual knowledge as nor any of its Affiliates has received written notice from any Third Party claiming that the manufacture, use, sale, offer for sale or import of any Licensed Compound or Licensed Product infringes or misappropriates, or would infringe or misappropriate, the Patents or other intellectual property rights of any Third Party, and, to Lilly’s knowledge, none of the Effective Date (without manufacture, use, sale, offer for sale and import of Licensed Compounds and Licensed Products infringes the Patents or misappropriates any inference or duty other intellectual property rights of investigation), and except for any items cited or referred to in any of the ▇▇▇▇▇ Patents, there are no publications, issued Patents, published Patent applications or public disclosures that could reasonably be expected to provide a sufficient basis to render invalid or unenforceable any of the ▇▇▇▇▇ Patents. (i) To ▇▇▇▇▇’▇ actual knowledge as of the Effective Date (without any inference or duty of investigation), there are no Third Party Patents, published Patent applications, or publications not yet disclosed to Novartis that could reasonably be expected to impair Novartis’ rights under the License.Party;

Representations and Warranties of ▇▇▇▇▇. ▇▇▇▇▇ hereby represents and warrants to Novartis, as of the Effective Date of this Agreement, Company as follows: (a) 4.1 ▇▇▇▇▇ owns or has is a bona fide resident of the lawful right state set forth in Section 7.3 of this Agreement and is legally competent to grant the Licenseexecute this Agreement. (b) 4.2 ▇▇▇▇▇ has received, read carefully and is familiar with this Agreement. Respecting the Company, ▇▇▇▇▇ is familiar with the Company's business and financial condition and any other matters relating to the transactions contemplated hereby; ▇▇▇▇▇ has received no notice of any Claim all materials which have been requested by any Third Party or any ▇▇▇▇▇ employee that (a) such Third Party or employee him, has any rights had a reasonable opportunity to the ▇▇▇▇▇ Intellectual Property or the Compound that prevent ▇▇▇▇▇ from granting to Novartis the License; Manufacture or Commercialization ask questions of the Compound within the Field as contemplated hereby infringes any Third Party rights; or (c) the ▇▇▇▇▇ Patents (to the extent representing issued Patents) are invalid or unenforceable. (c) Product supplied by ▇▇▇▇▇ hereunder (a) will meet the applicable Product Specifications for the intended use, (b) will not be adulterated or misbranded within the meaning of the ActCompany and its representatives, and (c) will be Manufactured in accordance with GMPs; provided, however, the Company has answered all inquiries that ▇▇▇▇▇ may supply Product not Manufactured in accordance with GMPs if specifically intended for non-human testing and as agreed has put to in writing by Novartis. (d) ▇▇▇▇▇ has provided to Novartis a redacted text of the BMS License Agreement. None of the terms redacted from the BMS License Agreement impair, or have the ability to impair, ▇▇▇▇▇’▇ ability to perform its obligations under this Agreement or Novartis’ rights under the Licenseit. ▇▇▇▇▇ has taken all the steps necessary to evaluate the merits and risks of the refinancing transactions contemplated hereby. 4.3 ▇▇▇▇▇ has been advised by the Company to consider retaining legal counsel in connection with the preparation and the execution of this Agreement. 4.4 ▇▇▇▇▇ represents that he is an "accredited investor" as such term is defined in Rule 501 of the Rules and Regulations promulgated under the Securities Act of 1933, as amended (the "Securities Act"). 4.5 ▇▇▇▇▇ has such knowledge and experience in finance, securities, investments and other business matters so as to be able to evaluate the merits and risks of his investment in the Company. 4.6 ▇▇▇▇▇ has adequate means of providing for his current and foreseeable future needs and has no need for liquidity of his investment in the Company. ▇▇▇▇▇ recognizes and is fully cognizant of the fact that his investment in the Company involves a high degree of risk, and ▇▇▇▇▇ represents that he can afford to bear such risk, including, without limitation, the risk of losing the entire investment. 4.7 ▇▇▇▇▇ has been advised by the Company that (i) neither the Conversion Shares, the New Warrants, nor the Common Stock underlying the New Warrants (collectively, the "Securities") have been registered under the Securities Act, and that the Securities will be issued on the basis of the statutory exemption provided by Section 4(2) of the Securities Act or Regulation D promulgated thereunder, or both, relating to transactions by an issuer not received involving any notice public offering, and under similar exemptions under applicable state securities laws; (ii) none of the Securities have been registered or other communication qualified with any federal or state agency or self-regulatory organization, and (iii) the Company's reliance on exemptions from BMS regarding any breach federal and state registration or qualification requirements is based in part upon the representations made by ▇▇▇▇▇ of its obligations under the BMS License contained in this Agreement. (e) Other than the BMS License Agreement, to 4.8 ▇▇▇▇▇’▇ knowledge as has been advised by the Company of, and/or he is otherwise familiar with, the nature of the Effective Datelimitations on the transfer of the Securities imposed by the Securities Act and the Rules and Regulations promulgated thereunder. In particular, after reasonable inquiry of existing information reasonably available to ▇▇▇▇▇ agrees that no sale, assignment or transfer of any of the Securities shall be valid or effective (and agrees to not so sell, assign or transfer any of the Securities), and the Company shall not be required to give any effect to such a sale, assignment or transfer, unless the sale, assignment or transfer is (i) registered under the Securities Act, it being understood that none of the Securities are currently registered for sale; or (ii) made in accordance with all the requirements and limitations of Rule 144 under the Securities Act. ▇▇▇▇▇ acknowledges that the Securities shall be subject to a stop transfer order and that the certificate or certificates evidencing the Securities shall bear the following legend (and such other legends as may be required by state blue sky laws): THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, there are no other agreements to which AS AMENDED (THE "ACT"), AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED, ASSIGNED OR TRANSFERRED EXCEPT (1) A REGISTRATION STATEMENT UNDER THE ACT WHICH HAS BECOME EFFECTIVE AND IS CURRENT WITH RESPECT TO THESE SECURITIES, OR (2) PURSUANT TO A SPECIFIC EXEMPTION FROM REGISTRATION UNDER THE ACT BUT ONLY UPON A HOLDER HEREOF FIRST HAVING OBTAINED THE WRITTEN OPINION OF COUNSEL TO THE COMPANY, OR OTHER COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY, THAT THE PROPOSED DISPOSITION IS CONSISTENT WITH ALL APPLICABLE PROVISIONS OF THE ACT AS WELL AS ANY APPLICABLE "BLUE SKY" OR SIMILAR STATE SECURITIES LAW. 4.9 ▇▇▇▇▇ is acquiring the Securities for his own account for investment and not with a Party view to the sale or distribution thereof or the granting of any participation therein. ▇▇▇▇▇ has no present intention of distributing or selling to which others any of such interest or granting any participation therein. 4.10 It never has been represented, guaranteed or warranted by any of the Company, the Company's officers, directors, stockholders, employees or agents, or any other person, whether expressly or by implication, that (i) the Company or ▇▇▇▇▇ will realize any given percentage of profits and/or amount or type of consideration, profit or loss as a result of the Company's activities or Vahan's investment; or (ii) the past performance or experience of the management of the Company, or of any other person, will in any way indicate the predictable results of the Company's activities or the ownership of the Securities. 4.11 ▇▇▇▇▇ is subject which impairnot acquiring the Securities as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or have the ability to impairpresented at any seminar or meeting, ▇▇▇▇▇’▇ ability to perform its obligations under this Agreement or Novartis’ rights under the License. (f) To ▇▇▇▇▇’▇ actual knowledge as any solicitation of a share exchange by a person other than a representative of the Effective Date (without any inference or duty of investigation), there are no errors in the inventorship set forth in any of the Patent applications comprising Company with whom ▇▇▇▇▇ Patents. Certain information marked as [***] has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosedhad a pre-existing relationship. (g) To ▇▇▇▇▇’▇ actual knowledge as of the Effective Date (without any inference or duty of investigation), there is no litigation threatened, impending or existing relating to the 4.12 ▇▇▇▇▇ Intellectual Propertyis not relying on the Company with respect to the tax and other economic considerations of an investment. (h) To ▇▇▇▇▇’▇ actual knowledge as of the Effective Date (without any inference or duty of investigation), and except for any items cited or referred to in any of the ▇▇▇▇▇ Patents, there are no publications, issued Patents, published Patent applications or public disclosures that could reasonably be expected to provide a sufficient basis to render invalid or unenforceable any of the ▇▇▇▇▇ Patents. (i) To ▇▇▇▇▇’▇ actual knowledge as of the Effective Date (without any inference or duty of investigation), there are no Third Party Patents, published Patent applications, or publications not yet disclosed to Novartis that could reasonably be expected to impair Novartis’ rights under the License.