Valid Issuance of Stock. The outstanding shares of the capital stock of the Company have been duly and validly issued and are fully paid and non-assessable. Such shares of capital stock, and all outstanding options and other securities of the Company have been issued in compliance with the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the registration and qualification requirements of applicable state securities laws, or in compliance with applicable exemptions therefrom, and all other provisions of applicable federal and state securities laws, including, without limitation, anti-fraud provisions.

Expiration of Valid Claims. Subject to [Section 7.5(e)(iv)], on a Product-by-Product and country-by-country basis, during ​ following ​, the royalty rate set forth in this [Section 7.5] with respect to such country shall be reduced by ​.

The Securities, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement and registered in the register of members of the Company, and the securities issuable upon conversion or exercise of the Securities and this Agreement, and registered in the register of members of the Company, will be validly issued, fully paid and nonassessable, as applicable, and free of all preemptive or similar rights, liens, encumbrances and charges with respect to the issue thereof and restrictions on transfer other than restrictions on transfer specified under this Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by the Purchaser. Assuming the accuracy of the representations of the Purchasers in this Agreement and subject to the filings described in [Section 3(e)] below, the Securities and the securities issuable upon conversion or exercise of the Securities will be issued in compliance with all applicable federal and state securities laws.

Valid Issuance of Shares. The Purchased Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor at Closing, will be validly issued, fully paid and non-assessable, and the issuance and sale of the Purchased Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Shares.

Valid Issuance of Shares. The Purchased Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor at Closing, will be validly issued, fully paid and non-assessable, and the issuance and sale of the Purchased Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Shares.

Expiration of Valid Claims. On a Licensed Product-by-Licensed Product and Region by Region basis, if at any time during the Royalty Term in a given Region in the Territory, there is no Valid Claim of a Licensed Patent Right Covering the composition of matter of such Licensed Product that would be infringed by the sale of such Licensed Product in such Region, then the applicable royalty rate in effect with respect to such Licensed Product in such Region as specified in Section 6.2(a) (Royalty Rate) will be reduced by ​ for the remainder of the Royalty Term for such Licensed Product in such Region.

All corporate action required to be taken by the Company’s Board of Directors (the “Board of Directors”) and the Company’s stockholders in order to authorize the Company to enter into the Transaction Agreements, and to issue the Preferred Shares at the Closing and the Common Stock issuable upon conversion of the Preferred Shares, has been taken. All action on the part of the officers of the Company necessary for the execution and delivery of the Transaction Agreements, the performance of all obligations of the Company under the Transaction Agreements to be performed as of the Closing, and the issuance and delivery of the Preferred Shares has been taken or will be taken prior to the Closing. The Transaction Agreements, when executed and delivered by the Company, constitute or shall constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their respective terms except # as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally, or # as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

Valid Issuance of Shares. When issued and delivered at the Closing in accordance with the terms hereof in satisfaction of the Company’s obligation to deliver the Settlement Shares pursuant to the Settlement Agreement, the Shares will be duly authorized, validly issued, fully paid and nonassessable, free from any liens, encumbrances or restrictions on transfer, including preemptive rights, rights of first refusal or other similar rights, other than as set forth in the Transaction Agreements, as a result of any action by the Share Acquiror or under federal or state securities Laws. Assuming the accuracy of the representations and warranties of the Share Acquiror in this Agreement and subject to the filings referenced in Section 4.4, the Shares will be issued in compliance with all applicable federal and state securities laws. No stop order or suspension of trading of Common Stock has been imposed by NASDAQ or the SEC and remains in effect.

Valid Issuance of Shares. The Purchased Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor at Closing, will be validly issued, fully paid and non-assessable, and the issuance and sale of the Purchased Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Shares.

Expiration of Valid Claims. Subject to [Section 5.5.3(e)] (Cumulative Reductions Floor), if during the Royalty Term for a given Licensed Product in a country there is no Valid Claim of any Patent Right that Covers such Licensed Product or the Exploitation of such Licensed Product (or the Licensed Compound contained therein) in such country, then, from the first full Calendar Quarter in which this [Section 5.5.3(b)] (Expiration of Valid Claims) applies, and thereafter during the remainder of the Royalty Term for such Licensed Product in such country, the aggregate Net Sales of such Licensed Product in such country during each Calendar Quarter will be reduced by ​. For clarity, in the event that [Section 5.5.3(c)] (Loss of Regulatory Exclusivity) and this [Section 5.5.3(b)] (Expiration of Valid Claims) both apply for a particular Licensed Product and country in a Calendar Quarter, the reduction in aggregate Net Sales of such Licensed Product in such country in such Calendar Quarter will be ​.