to be deemed for all purposes under the terms of this
Agreement as the Purchase Option Exercise Date).
The Purchase Price with
respect to such an exercise of the Put Option shall be the Purchase Price
otherwise applicable (under Section 2(b) hereof) to the Purchase Option Closing
Date selected by Isis following Isis' receipt of the Put Option Exercise Notice.
Section 3.
Isis Representations, Warranties and Covenants.
(A)
AS OF THE DATE HEREOF, ISIS HEREBY REPRESENTS AND WARRANTS, AND, EXCEPT TO
THE EXTENT THAT ANY OF THE FOLLOWING REPRESENTATIONS AND WARRANTIES IS LIMITED
TO THE DATE OF THIS AGREEMENT OR OTHERWISE LIMITED, ON THE PURCHASE OPTION
CLOSING DATE, SHALL BE DEEMED TO HAVE REPRESENTED AND WARRANTED, TO HOLDINGS AND
SYMPHONY GENISIS THAT:
(I)
ORGANIZATION.
ISIS IS A CORPORATION, DULY ORGANIZED, VALIDLY
EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE STATE OF DELAWARE.
(II)
AUTHORITY AND VALIDITY. ISIS HAS ALL REQUISITE CORPORATE POWER
AND AUTHORITY TO EXECUTE, DELIVER AND PERFORM ITS OBLIGATIONS UNDER THIS
AGREEMENT AND TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY.
THE
EXECUTION, DELIVERY AND PERFORMANCE BY ISIS OF THIS AGREEMENT AND THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY HAVE BEEN DULY AND VALIDLY
AUTHORIZED BY ALL NECESSARY ACTION REQUIRED ON THE PART OF ISIS, AND NO OTHER
PROCEEDINGS ON THE PART OF ISIS ARE NECESSARY TO AUTHORIZE THIS AGREEMENT OR FOR
ISIS TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT.
THIS AGREEMENT
CONSTITUTES THE LAWFUL, VALID AND LEGALLY BINDING OBLIGATION OF ISIS,
ENFORCEABLE IN ACCORDANCE WITH ITS TERMS, EXCEPT AS THE SAME MAY BE LIMITED BY
APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM OR SIMILAR LAWS
AFFECTING THE ENFORCEMENT OF CREDITORS' RIGHTS GENERALLY AND GENERAL EQUITABLE
PRINCIPLES REGARDLESS OF WHETHER SUCH ENFORCEABILITY IS CONSIDERED IN A
PROCEEDING AT LAW OR IN EQUITY.
(III)
NO VIOLATION OR CONFLICT.
THE EXECUTION, DELIVERY AND
PERFORMANCE OF THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY DO NOT
(A) VIOLATE, CONFLICT WITH OR RESULT IN THE BREACH OF ANY PROVISION OF THE
ORGANIZATIONAL DOCUMENTS OF ISIS, (B) AS OF THE DATE OF THIS AGREEMENT, AND AS
OF THE PURCHASE OPTION CLOSING DATE IF ISIS ELECTS TO PAY PART OF THE PURCHASE
PRICE THROUGH THE DELIVERY OF ISIS COMMON STOCK (A "PARTIAL STOCK PAYMENT"),
CONFLICT WITH OR VIOLATE ANY LAW OR GOVERNMENTAL ORDER APPLICABLE TO ISIS OR ANY
OF ITS ASSETS, PROPERTIES OR BUSINESSES, OR (C) CONFLICT WITH, RESULT IN ANY
BREACH OF, CONSTITUTE A DEFAULT (OR EVENT THAT WITH THE GIVING OF NOTICE OR
LAPSE OF TIME, OR BOTH, WOULD BECOME A DEFAULT) UNDER, REQUIRE ANY CONSENT
UNDER, OR GIVE TO OTHERS ANY RIGHTS OF TERMINATION, AMENDMENT, ACCELERATION,
SUSPENSION, REVOCATION OR CANCELLATION OF, OR RESULT IN THE CREATION OF ANY
ENCUMBRANCE ON ANY OF THE ASSETS OR PROPERTIES OF ISIS, PURSUANT TO, ANY NOTE,
BOND, MORTGAGE OR INDENTURE, CONTRACT, AGREEMENT, LEASE, SUBLEASE, LICENSE,
PERMIT, FRANCHISE OR OTHER INSTRUMENT OR ARRANGEMENT TO WHICH ISIS IS A PARTY
EXCEPT, IN THE CASE OF CLAUSES (B) AND (C), TO THE EXTENT THAT SUCH CONFLICTS,
BREACHES, DEFAULTS OR OTHER
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