ITS ORGANIZATION WITH FULL RIGHT, CORPORATE OR PARTNERSHIP POWER
AND AUTHORITY TO ENTER INTO AND TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT AND OTHERWISE TO CARRY OUT ITS OBLIGATIONS HEREUNDER AND
THEREUNDER.
THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND PERFORMANCE BY THE
PURCHASER OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT HAVE BEEN DULY
AUTHORIZED BY ALL NECESSARY CORPORATE OR SIMILAR ACTION ON THE PART OF THE
PURCHASER.
EACH TRANSACTION DOCUMENT TO WHICH IT IS A PARTY HAS BEEN DULY
EXECUTED BY THE PURCHASER, AND WHEN DELIVERED BY THE PURCHASER IN ACCORDANCE
WITH THE TERMS HEREOF, WILL CONSTITUTE THE VALID AND LEGALLY BINDING OBLIGATION
OF THE PURCHASER, ENFORCEABLE AGAINST IT IN ACCORDANCE WITH ITS TERMS, EXCEPT
(I) AS LIMITED BY GENERAL EQUITABLE PRINCIPLES AND APPLICABLE BANKRUPTCY,
INSOLVENCY, REORGANIZATION, MORATORIUM AND OTHER LAWS OF GENERAL APPLICATION
AFFECTING ENFORCEMENT OF CREDITORS' RIGHTS GENERALLY, (II) AS LIMITED BY LAWS
RELATING TO THE AVAILABILITY OF SPECIFIC PERFORMANCE, INJUNCTIVE RELIEF OR OTHER
EQUITABLE REMEDIES AND (III) INSOFAR AS INDEMNIFICATION AND CONTRIBUTION
PROVISIONS MAY BE LIMITED BY APPLICABLE LAW.
(B)
OWN ACCOUNT.
THE PURCHASER IS ACQUIRING THE SHARES AS PRINCIPAL
FOR ITS OWN ACCOUNT AND NOT WITH A VIEW TO OR FOR DISTRIBUTING OR RESELLING SUCH
SHARES OR ANY PART THEREOF IN VIOLATION OF THE SECURITIES ACT OR ANY APPLICABLE
STATE SECURITIES LAW, HAS NO PRESENT INTENTION OF DISTRIBUTING ANY OF SUCH
SHARES IN VIOLATION OF THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAW
AND HAS NO DIRECT OR INDIRECT ARRANGEMENT OR UNDERSTANDINGS WITH ANY OTHER
PERSONS TO DISTRIBUTE OR REGARDING THE DISTRIBUTION OF SUCH SHARES IN VIOLATION
OF THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAW (THIS
REPRESENTATION AND WARRANTY NOT LIMITING THE PURCHASER'S RIGHT TO SELL THE
SHARES IMMEDIATELY PURSUANT TO RULE 144 OR ANOTHER APPLICABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR PURSUANT TO A REGISTRATION
STATEMENT FILED PURSUANT TO THE REGISTRATION RIGHTS AGREEMENT OR OTHERWISE IN
COMPLIANCE WITH APPLICABLE FEDERAL AND STATE SECURITIES LAWS).
THE PURCHASER IS
ACQUIRING THE SHARES HEREUNDER IN THE ORDINARY COURSE OF ITS BUSINESS.
(C)
PURCHASER STATUS.
AT THE TIME THE PURCHASER WAS OFFERED THE
SHARES, IT WAS, AND AT THE DATE HEREOF IT IS EITHER: (I) AN "ACCREDITED
INVESTOR" AS DEFINED IN RULE 501(A)(1), (A)(2), (A)(3), (A)(7) OR (A)(8) UNDER
THE SECURITIES ACT OR (II) A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN
RULE 144A(A) UNDER THE SECURITIES ACT.
THE PURCHASER IS NOT REQUIRED TO BE
REGISTERED AS A BROKER-DEALER UNDER SECTION 15 OF THE EXCHANGE ACT.
NEITHER BVF
PARTNERS L.P. NOR BVF INC. WILL BENEFICIALLY OWN OR CONTROL THE SHARES TO BE
PURCHASED BY THE PURCHASER.
(D)
EXPERIENCE OF PURCHASER.
THE PURCHASER, EITHER ALONE OR TOGETHER
WITH ITS REPRESENTATIVES, HAS SUCH KNOWLEDGE, SOPHISTICATION AND EXPERIENCE IN
BUSINESS AND FINANCIAL MATTERS SO AS TO BE CAPABLE OF EVALUATING THE MERITS AND
RISKS OF THE PROSPECTIVE
18
INVESTMENT IN THE SHARES, AND HAS SO EVALUATED THE MERITS AND RISKS OF SUCH
INVESTMENT.
THE PURCHASER IS ABLE TO BEAR THE ECONOMIC RISK OF