Noncontravention. The execution and delivery by Seller of this Agreement does not, and the consummation of the transactions contemplated hereby, including the transfer of title to, ownership in, and possession of the Transferred Rights, will not, # result in the creation of any Encumbrance on any of the Transferred Rights or # conflict with, or result in any violation of or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit under, or require any consent, approval or waiver from any Person pursuant to, # any provision of the organizational or governing documents of Seller, in each case as amended to date, # any Contract to which Seller or any Affiliate of Seller is a party or by which it or its assets are bound which involves or affects in any way any of the Transferred Rights or # except as may be required to comply with the HSR Act, any Legal Requirements applicable to Seller or any Affiliate of Seller or any of the Transferred Rights (except, in the case of [clauses (ii) and (iii) above]e], as would not, individually or in the aggregate, have a material adverse effect on the ability of Seller to consummate the sale of the Transferred Rights at Closing and perform its other obligations under this Agreement).

Noncontravention. The execution and delivery by Buyer of this Agreement does not, and the consummation of the transactions contemplated hereby will not, conflict with, or result in any violation of or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit under, or require any consent, approval or waiver from any Person pursuant to, # any provision of the organizational or governing documents of Buyer, in each case as amended to date, # any Contract (except as would not reasonably be expected to have a material adverse effect on the Buyer’s ability to consummate the Asset Purchase) or # except as may be required to comply with the HSR Act, any Legal Requirements (except as would not reasonably be expected to have a material adverse effect on the Buyer’s ability to consummate the Asset Purchase).

Noncontravention. Neither the execution and the delivery of this Agreement and any other agreement, instrument, certificate and document contemplated hereby to which Buyer is a party, nor the consummation of the transactions contemplated hereby and thereby, will # violate any Law to which Buyer is subject or any provision of its organizational documents or # conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, Contract, lease, Authorization, instrument, or other arrangement to which Buyer is a party or by which it is bound or to which any of its assets is subject (or result in the imposition of any Lien upon any of its assets).

Noncontravention. The execution and delivery by Seller and BPI of this Agreement does not, and the consummation of the transactions contemplated hereby, including the transfer of title to, ownership in, and possession of the Purchased Assets, will not, # result in the creation of any Encumbrance on any of the Purchased Assets or # conflict with, or result in any violation of or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, revocation, suspension, cancellation or acceleration of any obligation or loss of any benefit under, or require any consent, approval or waiver from any Person pursuant to, # any provision of the articles of incorporation or bylaws of Seller or BPI, in each case as amended to date, # the Priority Review Voucher, the FDA Approval Letter or any Contract that involves or affects in any way any of the Purchased Assets or # except as may be required to comply with the HSR Act, any Legal Requirements applicable to Seller, BPI or any of the Purchased Assets.

Noncontravention. Except as set forth on [Schedule 3.1], no Consent, exemption, declaration by, filing with, other action by or notification to any Governmental Authority or any other Person, other than the Court Order, or in the alternative, approval by the shareholders of the Company in accordance with applicable Illinois and federal securities Law, is required in connection with the execution, delivery and performance by Seller of this Agreement or the Ancillary Documents to which Seller is a party or the consummation of the transactions contemplated hereby or thereby.

Section # Authority; Noncontravention

Noncontravention. The execution and delivery by Buyer of this Agreement does not, and the consummation of the transactions contemplated hereby will not, conflict with, or result in any violation of or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit under, or require any consent, approval or waiver from any Person pursuant to, # any provision of the memorandum and articles of association of Buyer, in each case as amended to date, # any Contract to which Buyer or any Affiliate of Buyer is a party or by which it or its assets are bound or under which Buyer or any Affiliate of Buyer has material rights or benefits or # except as may be required to comply with the HSR Act, any Legal Requirements applicable to Buyer, except, in the case of [clauses (b) and (c)])], as would not reasonably, individually or in the aggregate, be expected to adversely affect the ability of Buyer to consummate the transactions contemplated by this Agreement.

Noncontravention. Neither the entry into nor the performance of, or compliance with, this Agreement by KYTX has resulted, or will result, in any violation of, or default under, or result in the acceleration of, any obligation under the their organizational documents, or any regulations, mortgage, indenture, lien agreement, note, contract, permit, judgment, decree, order, restrictive covenant, statute, rule, or regulation applicable to it.

Noncontravention. During the Term, Company shall not grant any right to any Affiliate or Third Party that would conflict with the rights granted to Bain hereunder or enter into any agreement that would impair Company’s ability to perform its obligations under this Agreement.

Noncontravention. Neither the entry into nor the performance of, or compliance with, this Agreement by the Buyer has resulted, or will result, in any violation of, or default under, or result in the acceleration of, any obligation under the Buyer’s organizational documents, mortgage, indenture, lien agreement, note, contract, permit, judgment, decree, order, restrictive covenant, statute, rule, or regulation applicable to the Buyer.