Each of the BioAmber Parties, the Company and any other applicable BioAmber Affiliate has, or prior to its execution will have, all requisite corporate (or other applicable Entity) power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is, or it will become, a party and to carry out the provisions of this Agreement and such Ancillary Agreements.  The execution, delivery and performance by each of the BioAmber Parties, the Company and any other applicable BioAmber Affiliate of this Agreement and each of the Ancillary Agreements to which it is, or it will become, a party have been, or prior to its execution will be, approved by all requisite action on the part of each such party, its board of directors and shareholders.  BioAmbe r has delivered, or prior to its execution will deliver, to Mitsui true and complete copies of the resolutions adopted by its board of directors and shareholders approving the execution, delivery and performance of this Agreement, the Ancillary Agreements to which it is or it will become a party and the transactions contemplated hereby and thereby.  Each of the BioAmber Parties and the Company has duly and validly executed and delivered this Agreement and each Ancillary Agreement to which it is a party, and it (or its applicable Affiliate) will duly and validly execute and deliver each other Ancillary Agreement to which it will become a party.  Each of this Agreement and the Ancillary Agreements to which each of the BioAmber Parties, the Company and any othe r applicable BioAmber Affiliate is or will become a party constitutes, or upon its execution will constitute, the legal, valid and binding obligation of each such party, enforceable against such party in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles related to or limiting creditors’ rights generally and by general principles of equity.