Actions. By signing this Agreement, Blanchard represents that he has not commenced and will not commence any action or complaint with any court, arbitrator or other body with jurisdiction over such disputes regarding his employment. Furthermore, if he has filed any such action, he promises to dismiss the same with prejudice. Nothing in this Agreement is intended to prohibit Blanchard from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, Congress, and any agency Inspector General, or making other disclosures, including providing documents and other information, that are protected under the whistleblower provisions of federal law or regulation.

Actions. Whether or not an Event of Default has occurred, the Lender shall have the right, but not the obligation, to commence, appear in, or defend any action or proceeding which affects or which the Lender determines may affect # the Collateral; # Borrower’s or the Lender’s respective rights or obligations under the Loan Documents; # the Loan; or # the disbursement of any proceeds of the Loan.

No Actions. No action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any court,

No Actions. No action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any court, governmental agency or authority or legislative body to enjoin, restrain, prohibit, or obtain substantial damages in respect of, this Agreement or the consummation of the transactions contemplated by this Agreement.

Further Actions. The Borrowers shall take all actions that the Agent, in its Permitted Discretion, may request from time to time so as at all times to maintain the validity, perfection, enforceability and priority of the Agent’s security interest in the Collateral and to enable the Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, # discharging all Liens other than Permitted Liens, # [reserved], # delivering to the Agent, endorsed or accompanied by such instruments of assignment as the Agent may specify, any and all promissory notes in favor of Loan Parties from third parties forming a part of the Collateral, in each case in an amount greater than $500,000, # executing (as appropriate) and delivering authorizations for the recording of financing statements, instruments of pledge, mortgages for fee simple Real Property with a fair market value (as determined in good faith by the Borrower Agent) of more than $5,500,000 on a per property basis, notices and assignments, in each case in form and substance satisfactory to the Agent, in its Permitted Discretion, relating to the creation, validity, perfection, maintenance or continuation of the Agent’s security interest under the UCC or other applicable law; and # if a Borrower has as of the Closing Date or thereafter acquires a commercial tort claim in an amount greater than $500,000 against a third party, such Borrower shall promptly notify the Agent thereof, in writing, and grant a specific collateral assignment of such claim to the Agent, at the Agent’s request as additional Collateral. Notwithstanding anything to the contrary, # unless required by Section 3.05 with respect to the Pledged Interests, obtaining “control” of any investment property, deposit or securities account, letter-of-credit right or electronic chattel paper (the term “control” as used in respect of the foregoing types of Collateral having the meaning set forth in Articles 8 and 9 of the UCC) shall not be required and # no action shall be required in order to create or perfect any security interest under the law of any non-U.S. jurisdiction.

Further Actions. Sublandlord and Subtenant shall promptly prepare, execute and file documentation, if any, as may be required in connection with this Agreement. The provisions of this section shall survive the expiration or earlier termination of this Agreement.

Remedial Actions. Each Party shall notify the other immediately, and promptly confirm such notice in writing, if it obtains information indicating that any Product may be subject to any recall, corrective action, or other regulatory action by any Governmental Authority or Regulatory Authority (a “Remedial Action”). The Parties shall assist each other in gathering and evaluating such information as is necessary to determine the necessity of conducting a Remedial Action. Licensee has sole discretion with respect to any matters relating to any Remedial Action in the Field in the Territory, including the decision to commence such Remedial Action and the control over such Remedial Action in the Field in the Territory; provided, however, if Verrica determines in good faith that any Remedial Action with respect to any Product in the Field in the Territory should be commenced or is required by Applicable Law or Regulatory Authority, # Verrica shall discuss such Remedial Action with Licensee and # Licensee shall consider in good faith such Remedial Action. Except as may be otherwise agreed under a Clinical Supply Agreement or a Commercial Supply Agreement, Licensee shall bear all costs and expenses of any Remedial Action in the Territory, provided, however, that Verrica shall bear internal and external costs and expenses (including medical representative expenses) incurred by Licensee in relation to or resulting from such Remedial Action if such Remedial Action # is attributable to relevant Products or # arose out of or in connection with Verrica or its CMO’s negligence, willful misconduct or intentional omission, or the breach of Verrica’s representations, warranties, covenants or other obligations as set forth in or arising out of this Agreement or the Supply Agreement; provided, that, notwithstanding the foregoing, in each case where such negligence, willful misconduct or intentional omission, or breach is solely by a CMO(s) (a “CMO Failure”), Verrica will # pass through to Licensee any amounts recovered by Verrica from its CMO(s) with respect to such CMO Failure and # to the extent such recovery is not sufficient to satisfy any damages suffered by Licensee, reimburse Licensee for any damages in excess thereof not to exceed ​ (the “CMO Failure Cap”) ​ during the period of ​ immediately preceding the month in which the relevant CMO Failure is identified by or made known to Licensee (the “Aggregate Transfer Price Amount”); provided further, that if there are two or more CMO Failures that are identified by or made known to Licensee during any period of ​, the CMO Failure Cap that will apply to such two or more CMO Failures in aggregate shall be adjusted to ​.

Further Actions. Each Party shall execute, acknowledge and deliver such further instruments, and do all such other acts, as may be reasonably necessary or appropriate in order to carry out the expressly stated purposes and the clear intent of this Agreement.

Further Actions. Each Party agrees to execute, acknowledge and deliver such further instruments, and to do all such other acts, as may be necessary or appropriate in order to carry out the purposes and intent of this Agreement.

Pending Actions. Except as indicated on [Schedule 6.1], there is no action, suit, arbitration, unsatisfied order or judgment, governmental investigation or proceeding pending, or to such Seller’s knowledge, threatened, against such Seller, the Property owned by its respective Company (or any portion thereof) or the transactions contemplated by this Agreement, which, if adversely determined, could individually or in the aggregate have a material adverse effect on # title to such Seller’s Membership Interest or title to such Property or any portion thereof or # the validity or enforceability of such Seller’s respective Company’s Government Lease or # which could in any material way interfere with the consummation by such Seller of the transactions contemplated by this Agreement.