SNTA » Topics » Representations and Warranties of Purchaser

These excerpts taken from the SNTA 10-K filed Mar 20, 2008.

Representations and Warranties of Purchaser

 

The Purchaser represents and warrants to the Company as follows:

 

4.1           Experience.  The Purchaser: (a) is an “accredited investor” within the definition of Regulation D promulgated under the Act; (b) is experienced in evaluating and in investing in developing biotechnology companies such as the Company and can afford a loss of its entire investment; and/or (c) has a pre-existing personal or business relationship with the Company and/or certain of its officers, directors or controlling persons of a nature and duration that enable it to be aware of the character, business acumen and financial circumstance of such persons.

 

4.2           Investment.  The Purchaser is acquiring the Shares for investment for its own account and not with the view to, or for resale in connection with, any distribution thereof.  It understands that the Shares have not been registered under the Act by reason of specified exemptions form the registration provisions of the Act.

 

4.3           Rule 144.  The Purchaser acknowledges that the Shares must be held indefinitely unless they are subsequently registered under the Act or an exemption from such registration is available.  It has been advised or is aware of the provisions of Rule 144 promulgated under the Act, which permit limited release of shares purchased in a private placement subject to the satisfaction of certain conditions, and is aware that such Rule may not become available for resale of the Shares.

 

4.4           Access to Data.  The Purchaser has had an opportunity to discuss the Company’s business, management and financial affairs with the Company’s management and has had the opportunity to review the Company’s facilities.

 

 

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934.

 

Exhibit A-7



 

 

4.5           Brokers.  The Purchaser has no contract, arrangement or understanding with any broker, finder or similar agent with respect to the transactions contemplated by this Agreement.

 

4.6           Foreign Purchaser.  The Purchaser hereby represents that it is satisfied as to the full observance of the laws of its jurisdiction in connection with any purchase of the Shares or any use of this Agreement, including (i) the legal requirements of its jurisdiction for the purchase of the Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, which may be relevant to the purchase, holding, redemption, sale, or transfer of the Shares.  The Purchaser’s purchase of, and its continued beneficial ownership of, the Shares will not violate any applicable securities or other laws of its jurisdiction.

 

4.7           Authorization.  The Purchaser has full power and authority to enter into and to perform this Agreement in accordance with its terms. All action (corporate or otherwise) on the part of the Purchaser necessary for the authorization, execution, delivery and performance by the Purchaser of this Agreement and the consummation of the transactions contemplated herein has been taken. This Agreement is valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors and to general principles of equity.

 

Representations and Warranties of Purchaser



 



The
Purchaser represents and warrants to the Company as follows:



 



4.1           Experience.  The Purchaser: (a) is an “accredited
investor” within the definition of Regulation D promulgated under the Act; (b) is
experienced in evaluating and in investing in developing biotechnology
companies such as the Company and can afford a loss of its entire investment;
and/or (c) has a pre-existing personal or business relationship with the
Company and/or certain of its officers, directors or controlling persons of a
nature and duration that enable it to be aware of the character, business
acumen and financial circumstance of such persons.



 



4.2           Investment.  The Purchaser is acquiring the Shares for
investment for its own account and not with the view to, or for resale in
connection with, any distribution thereof. 
It understands that the Shares have not been registered under the Act by
reason of specified exemptions form the registration provisions of the Act.



 



4.3           Rule 144.  The Purchaser acknowledges that the Shares
must be held indefinitely unless they are subsequently registered under the Act
or an exemption from such registration is available.  It has been advised or is aware of the
provisions of Rule 144 promulgated under the Act, which permit limited
release of shares purchased in a private placement subject to the satisfaction
of certain conditions, and is aware that such Rule may not become
available for resale of the Shares.



 



4.4           Access to Data.  The Purchaser has had an opportunity to
discuss the Company’s business, management and financial affairs with the
Company’s management and has had the opportunity to review the Company’s
facilities.



 



 



Portions of this Exhibit were omitted and
have been filed separately with the Secretary of the Commission pursuant to the
Company’s application requesting confidential treatment under Rule 24b-2 of the
Securities Exchange Act of 1934.



 



Exhibit A-7
















 



 



4.5           Brokers.  The Purchaser has no contract, arrangement or
understanding with any broker, finder or similar agent with respect to the
transactions contemplated by this Agreement.



 



4.6           Foreign Purchaser.  The Purchaser hereby represents that it is
satisfied as to the full observance of the laws of its jurisdiction in
connection with any purchase of the Shares or any use of this Agreement,
including (i) the legal requirements of its jurisdiction for the purchase
of the Shares, (ii) any foreign exchange restrictions applicable to such
purchase, (iii) any governmental or other consents that may need to be
obtained, and (iv) the income tax and other tax consequences, if any,
which may be relevant to the purchase, holding, redemption, sale, or transfer
of the Shares.  The Purchaser’s purchase
of, and its continued beneficial ownership of, the Shares will not violate any
applicable securities or other laws of its jurisdiction.



 



4.7           Authorization.  The Purchaser has full power and authority to
enter into and to perform this Agreement in accordance with its terms. All
action (corporate or otherwise) on the part of the Purchaser necessary for the
authorization, execution, delivery and performance by the Purchaser of this
Agreement and the consummation of the transactions contemplated herein has been
taken. This Agreement is valid and binding obligation of the Purchaser,
enforceable in accordance with its terms, subject to bankruptcy, insolvency,
reorganization, moratorium and other similar laws affecting the rights of
creditors and to general principles of equity.



 



EXCERPTS ON THIS PAGE:

10-K (2 sections)
Mar 20, 2008
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