Contract analysis

Section 1. Authority and Capacity I, David R. Cheung, hereby certify that I am the duly appointed General Counsel and an authorized officer of Meridian Bio Therapeutics Limited. I have been duly authorized by the Board of Directors of Meridian to execute and deliver this Certificate on behalf of Meridian, and I am delivering this Certificate in my capacity as an authorized officer of Meridian in connection with the C

Section 2. Organization and Good Standing I hereby certify that Meridian Bio Therapeutics Limited is a limited company duly organized, validly existing, and in good standing under the laws of the Hong Kong Special Administrative Region of the People's Republic of China. Meridian was incorporated on March 14, 2016, and its Company Registration Number is 2847631 as registered with the Companies Registry of Hong Kong SA

Section 3. Board Authorization I hereby certify that the Board of Directors of Meridian has duly authorized the execution, delivery, and performance by Meridian of the License Agreement and each of the other Transaction Documents to which Meridian is a party, and the consummation of all transactions contemplated thereby. Such authorization was granted by resolutions duly adopted at a meeting of the Board of Directors

Section 4. Representations and Warranties I hereby certify that each of the representations and warranties made by Meridian, in its capacity as Licensee, in the License Agreement (including, without limitation, those set forth in Article V thereof) is true and correct in all material respects as of the date hereof, October 20, 2023, with the same force and effect as though each such representation and warranty had be

Section 5. Performance of Covenants I hereby certify that Meridian has performed and complied in all material respects with all covenants, agreements, conditions, and obligations required by the License Agreement and the other Transaction Documents to be performed or complied with by Meridian at or before the Closing Date (October 20, 2023). Without limiting the generality of the foregoing, I certify that Meridian ha

Section 6. No Material Adverse Effect I hereby certify that, since the Signing Date (October 2, 2023) through and including the date hereof (October 20, 2023), no event, change, development, occurrence, condition, or effect has occurred or arisen that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect (as defined in Section 1.01 of the License Agreement) on Me

Section 7. No Litigation or Proceedings I hereby certify that, as of the date hereof, there is no action, suit, proceeding, claim, arbitration, mediation, investigation, inquiry, or other legal or administrative proceeding pending or, to the knowledge of the undersigned (after due and diligent inquiry), threatened in writing against Meridian or any of its Affiliates (including its subsidiaries listed in Section 2 abo

Section 8. No Conflicts I hereby certify that the execution, delivery, and performance by Meridian of the License Agreement and each of the other Transaction Documents to which Meridian is a party, and the consummation of the transactions contemplated thereby, do not and will not: (a) violate, contravene, conflict with, or result in a breach of any provision of Meridian's Memorandum of Association, Articles of Associ

Section 9. Consents and Approvals I hereby certify that all governmental and third-party consents, approvals, authorizations, permits, licenses, registrations, declarations, notices, and filings required for the valid execution, delivery, and performance by Meridian of the Transaction Documents, and for the consummation of the transactions contemplated thereby, have been obtained or made, as applicable, and are in fu

Section 10. Insurance I hereby certify that Meridian has obtained, or will obtain prior to the commencement of any clinical trial or commercial activity with respect to PPC-4187 (Penteracitinib) in the Licensed Territory, clinical trial insurance and product liability insurance coverage from Jade Dragon Insurance Limited (contact: Christine A. Lo, Underwriter) with coverage limits and terms consistent with industry s

Section 11. Incumbency I hereby certify that, as of the date hereof, the following persons are the duly elected or appointed officers of Meridian, holding the offices set forth opposite their respective names, and each such person is authorized to execute the Transaction Documents and any other documents, instruments, or certificates delivered in connection with the Closing on behalf of Meridian. The signature of eac

Section 12. No Undisclosed Liabilities or Obligations I hereby certify that Meridian has not incurred, assumed, or become subject to any liabilities, obligations, debts, claims, or commitments (whether absolute, accrued, contingent, or otherwise) that are not reflected or reserved against in Meridian's most recent audited financial statements or otherwise disclosed to Penterra in writing prior to the date hereof, and

Section 13. Reliance This Certificate is being delivered to Penterra Pharmaceuticals Corp. as a condition to the Closing under Section 8.02(d) of the License Agreement. Penterra and its legal counsel, Calderwood & Harkness LLP (600 Lexington Avenue, 30th Floor, New York, NY 10022, Attention: Marcus Delgado, Esq.), are entitled to rely on the certifications, representations, and statements contained herein in connecti

Section 14. Governing Law This Certificate shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, United States of America, without regard to any conflicts of law principles that would require the application of the laws of any other jurisdiction, consistent with the governing law provisions set forth in Section 14.08 of the License Agreement. [Signature Page Follow