HOLDINGS LLC AGREEMENT, TO THE
EXTENT SUCH AMENDMENT WOULD ADVERSELY AFFECT ISIS' RIGHT OF CONSENT SET FORTH IN
SECTIONS 7.02(B)(I) AND 7.02(C) OF THE HOLDINGS LLC AGREEMENT.
11
(IV)
SYMPHONY GENISIS DIRECTORS.
DURING THE TERM, HOLDINGS AGREES TO
VOTE ALL OF ITS SYMPHONY GENISIS EQUITY SECURITIES (OR TO EXERCISE ITS RIGHT
WITH RESPECT TO SUCH SYMPHONY GENISIS EQUITY SECURITIES TO CONSENT TO ACTION IN
WRITING WITHOUT A MEETING) IN FAVOR OF, AS APPLICABLE, THE ELECTION, REMOVAL AND
REPLACEMENT OF ONE DIRECTOR OF THE SYMPHONY GENISIS BOARD, AND ANY SUCCESSOR
THERETO, DESIGNATED BY ISIS (THE "ISIS DIRECTOR") AS DIRECTED BY ISIS.
IN
FURTHERANCE AND NOT IN LIMITATION OF THE FOREGOING, HOLDINGS HEREBY GRANTS TO
ISIS AN IRREVOCABLE PROXY, WITH RESPECT TO ALL SYMPHONY GENISIS EQUITY
SECURITIES NOW OWNED OR HEREAFTER ACQUIRED BY HOLDINGS, TO VOTE SUCH SYMPHONY
GENISIS EQUITY SECURITIES OR TO EXERCISE THE RIGHT TO CONSENT TO ACTION IN
WRITING WITHOUT A MEETING WITH RESPECT TO SUCH SYMPHONY GENISIS EQUITY
SECURITIES, SUCH IRREVOCABLE PROXY TO BE EXERCISED SOLELY FOR THE LIMITED
PURPOSE OF ELECTING, REMOVING AND REPLACING THE ISIS DIRECTOR IN THE EVENT OF
THE FAILURE OR REFUSAL OF HOLDINGS TO ELECT, REMOVE OR REPLACE SUCH ISIS
DIRECTOR, AS DIRECTED BY ISIS. ADDITIONALLY, HOLDINGS AGREES, DURING THE TERM,
TO ELECT [***] INDEPENDENT DIRECTORS (OF THE [***] DIRECTORS OF SYMPHONY GENISIS
NOT CHOSEN BY HOLDINGS AT THE DIRECTION OF ISIS), AND ANY SUCCESSORS THERETO, AS
SHALL BE SELECTED BY MUTUAL AGREEMENT OF ISIS AND HOLDINGS.
(V)
SYMPHONY GENISIS BOARD.
DURING THE TERM, HOLDINGS SHALL NOT VOTE
ANY OF ITS SYMPHONY GENISIS EQUITY SECURITIES (OR EXERCISE ITS RIGHTS WITH
RESPECT TO SUCH SYMPHONY GENISIS EQUITY SECURITIES BY WRITTEN CONSENT WITHOUT A
MEETING) TO INCREASE THE SIZE OF THE SYMPHONY GENISIS BOARD TO MORE THAN FIVE
(5) MEMBERS WITHOUT THE PRIOR WRITTEN CONSENT OF ISIS.
(VI)
SYMPHONY GENISIS CHARTER.
DURING THE TERM, HOLDINGS SHALL NOT
APPROVE OR PERMIT ANY AMENDMENT TO ARTICLE IV, PARAGRAPHS (1) AND (3); ARTICLE
VI; ARTICLE VII; ARTICLE X; ARTICLE XI OR ARTICLE XIII OF THE SYMPHONY GENISIS
CHARTER WITHOUT THE PRIOR WRITTEN CONSENT OF ISIS.
Section 5.
Symphony GenIsis Representations, Warranties and Covenants.
(A)
AS OF THE DATE HEREOF, SYMPHONY GENISIS 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 ISIS AND HOLDINGS THAT:
(I)
ORGANIZATION.
SYMPHONY GENISIS IS A CORPORATION, DULY ORGANIZED,
VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE STATE OF DELAWARE.
(II)
AUTHORITY AND VALIDITY.
SYMPHONY GENISIS 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 SYMPHONY GENISIS 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 SYMPHONY
GENISIS,