No Breach of Statute or Contract. Neither the execution, delivery and performance of this Agreement by the Company or HoldCo nor compliance with the terms and provisions of this Agreement on the part of either will: # violate any provision of the Company’s or HoldCo's Articles, By-Laws or any other organizational documents of the Company, as amended, or HoldCo; # require of the Company or HoldCo the issuance of any authorization, license, consent or approval of or require notice to or filing with, any federal or state governmental agency; or # conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both a default under any mortgage, indenture, agreement, permit, deed of trust, lease, franchise, license or instrument to which the Company or HoldCo is a party or by which it or any of its properties is bound, or any judgment, decree, order, rule or regulation or other restriction of any court or any regulatory body, administrative agency or other governmental body applicable to the Company or HoldCo or result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Company or HoldCo pursuant to any such term.

No Breach of Statute or Contract. Except for: # the filing of the Certificate of Merger; # applicable requirements under corporation or “blue sky” laws of various states; and # matters specifically described in this Agreement, neither the execution, delivery and performance of this Agreement by Buyer and Merger Sub, nor compliance with the terms and provisions of this Agreement on the part of Buyer and Merger Sub will: # violate any provision of Buyer’s Articles of Incorporation and Merger Sub’s Certificate of Incorporation, by-laws or any other organizational documents of Buyer and Merger Sub, as amended; # require the issuance of any authorization, license, consent or approval of or require notice to or filing with, any federal or state governmental agency; or # conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both a default under any mortgage, indenture, agreement, permit, deed of trust, lease, franchise, license or instrument to which either Buyer or Merger Sub is a party or by which either of them or any of their properties are bound, or any judgment, decree, order, rule or regulation or other restriction of any court or any regulatory body, administrative agency or other governmental body applicable to Buyer or Merger Sub or result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Buyer or Merger Sub pursuant to any such term, except in the case of [clauses (ii) or (iii)])] for such violations, breaches or defaults which, or authorizations, licenses, consents, approvals, notices or filings the failure of which to obtain or make, # would not have an Buyer Material Adverse Effect or would not materially adversely affect the ability of Buyer or Merger Sub to consummate the transactions contemplated by this Agreement, or # would become applicable as a result of the business or activities in which the Buyer or Merger Sub is or proposes to be engaged or as a result of any acts or omissions by, or the status of any facts pertaining to, the Buyer or Merger Sub.

Yongzhou JIT has filed all Tax Returns (as hereinafter defined) that it was required to file. All such Tax Returns were correct and complete in all material respects. All Taxes (as hereinafter defined) owed by Yongzhou JIT, (whether or not shown on any Tax Return and whether or not any Tax Return was required) have been paid except for taxes not yet due and payable. Yongzhou JIT has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party. There are no known liens on any of the assets of Yongzhou JIT that arose in connection with any failure (or alleged failure) to pay any Tax, except for liens for Taxes not yet due.

No Breach of Contract. The Executive hereby represents to the Company and agrees that: # the execution and delivery of this Agreement by the Executive and the Company and the performance by the Executive of the Executive’s duties hereunder do not and shall not constitute a breach of, conflict with, or otherwise contravene or cause a default under, the terms of any other agreement or policy to which the Executive is a party or otherwise bound or any judgment, order or decree to which the Executive is subject; # the Executive will not enter into any new agreement that would or reasonably could contravene or cause a default by the Executive under this Agreement; # the Executive has no information (including, without limitation, confidential information and trade secrets) relating to any other Person which would prevent, or be violated by, the Executive entering into this Agreement or carrying out his duties hereunder; # the Executive is not bound by any employment, consulting, non-compete, non-solicitation, confidentiality, trade secret or similar agreement (other than this Agreement) with any other Person; # to the extent the Executive has any confidential or similar information that he is not free to disclose to the Company, he will not disclose such information to the extent such disclosure would violate applicable law or any other agreement or policy to which the Executive is a party or by which the Executive is otherwise bound; and # the Executive understands the Company will rely upon the accuracy and truth of the representations and warranties of the Executive set forth herein and the Executive consents to such reliance. As used herein, the term “Person” shall be construed broadly and shall include, without limitation, an individual, a partnership, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

No Breach. Bellus confirms that, as of the date of this Letter Agreement: # the Bellus License Agreement remains in full force and effect; and # it has not given any notice to FB Health of any breach by FB Health under the Bellus License Agreement.

No Breach. The Company is not in breach of, or in default under, any term or provision of any indenture, mortgage, deed of trust, lease, note, loan, or credit agreement, or any other agreement or instrument evidencing an obligation for borrowed money, or any other material agreement or instrument to which it is a party or by which it or any of its properties may be bound. The Company is not in violation of any provision of its certificate of formation or operating agreement, any franchise, license, permit, judgment, decree, or order, or any statute, rule, or regulation, except for any violation which would not reasonably be expected to have a material adverse effect on the Company or any of its properties or assets;

No Employment Contract. Nothing contained in these Award Terms will # confer upon the Participant any right to be employed by or remain employed by the Company or any Related Company, or # limit or affect in any manner the right of the Company or any Related Company to terminate the employment or adjust the compensation of the Participant.

No Employment Contract. The Participant acknowledges that this Agreement does not constitute a contract for employment for any period of time.

No Employment Contract. Nothing contained in this Notice shall confer upon Grantee any right with respect to continuance of employment by the Company and its subsidiaries, nor limit or affect in any manner the right of the Company and its subsidiaries to terminate Grantee’s employment or adjust Grantee’s compensation.

Statute of Limitations. The Parties agree that all applicable statutes of limitation and time-based defenses (such as estoppel and laches) shall be tolled while the procedures set forth in [Section 13.5] are pending. The Parties shall cooperate in taking any actions necessary to achieve this result.