Compliance. FDOC has not been advised, nor does FDOC have reason to believe, that it is not conducting its business in compliance with all applicable laws, rules and regulations of the jurisdictions in which it is conducting its business.

Compliance. Buyers shall comply with all applicable securities laws, rules and regulations regarding this Agreement, the transactions contemplated hereby and all related transactions.

Compliance. Both TLC and TLC Hong Kong shall comply with all Applicable Law in connection with the activities contemplated by this Agreement. The Parties further agree to use their best efforts to negotiate and execute any amendments hereto that may be deemed necessary or appropriate to maintain compliance with any Applicable Law to either Party.

Compliance. Neither the Company nor any Subsidiary: # is in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived), # is in violation of any judgment, decree, or order of any court, arbitrator or other governmental authority or # is or has been in violation of any statute, rule, ordinance or regulation of any governmental authority, including without limitation all foreign, federal, state and local laws relating to taxes, environmental protection, occupational health and safety, product quality and safety and employment and labor matters, except in each case as could not have or reasonably be expected to result in a Material Adverse Effect.

Compliance. Each Holder covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it in connection with sales of Registrable Securities pursuant to the Registration Statement.

This Agreement is intended to comply with all applicable laws and regulations, including without limitation, Internal Revenue Code Section 409A, as the same may be amended from time to time (“[Section 409A]”), and shall be construed to the fullest extent possible to be so compliant. However, in the event that any term or provision of this Agreement should at any time not be in compliance with such laws and regulations, then in such event the parties hereto agree to negotiate in good faith with each other such changes hereto as may be reasonably necessary to make this Agreement compliant with such laws and regulations, without resulting in a material disadvantage to either party.

Compliance. Each Party shall perform or cause to be performed, any and all of its Development activities, including Initial Development Activities, in good scientific manner and in compliance with all Applicable Law.

Compliance. The Borrower conducts its business and operations and the ownership of its assets in compliance with each applicable statute, regulation and other law, including without limitation environmental laws. All approvals, including without limitation authorizations, permits, consents, franchises, licenses, registrations, filings, declarations, reports and notices (the “Approvals”) necessary to the conduct of Borrower’s business and for Borrower’s due issuance of this Note have been duly obtained and are in full force and effect. The Borrower is in compliance with all conditions of each Approval.

You acknowledge that you have been encouraged to obtain independent legal advice regarding the execution of this Letter Agreement, and that you have either obtained such advice or voluntarily chosen not to do so, and hereby waive any objections or claims you may make resulting from any failure on your part to obtain such advice.

The Company shall promptly reimburse Executive for the legal fees that he has incurred in connection with the review, negotiation and drafting of this Agreement provided that he provides the Company with a copy of the written invoice from his counsel evidencing same.