Buyer hereby represents and warrants to Seller, as of the date hereof and at the Effective Time, that (i) attached as Exhibit 10.1.2 to the Current Report on Form 8-K of Icagen is a true and correct copy of the Sanofi Agreement, with the exception of (a) the omission of certain information subject to confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and (b) certain minor modifications to the Sanofi Agreement and the exhibits thereto made subsequent to execution of the Sanofi Agreement, none of which will have a material adverse impact on Pfizer, and such agreement is in full force and effect; (ii) Icagen-T is a wholly-owned subsidiary of Icagen; (iii) in connection with Sanofi Agreement, Buyer has agreed with Sanofi that for a period of five years it will hold the Oro Valley Assets in a different legal entity than the Purchased Assets and to not integrate the operations of the Oro Valley Assets with the Purchase Assets, and (iv) the condition set forth in Section 5.3(d) of the Sanofi Agreement has not been modified or waived.