Additional Allena Representations and Warranties. Allena represents and warrants to Althea as follows:

Seller Additional Representations and Warranties. In addition to its ownership representations and warranties set forth in [Section 3.1] above, Seller represents as follows:

ADDITIONAL REPRESENTATIONS. Executive Releasor further represents and warrants that Executive Releasor has not filed any civil action, suit, arbitration, administrative charge, or legal proceeding against any Employer Releasees nor, has Executive Releasor assigned, pledged, or hypothecated as of the Effective Date any Claim to any person and no other person has an interest in the Claims that he is releasing.

Additional Representations. Each Party represents and warrants to the other Party and the ARS Releasees or Recordati Releasees, as applicable, as of the Termination Agreement Effective Date that # it has all requisite legal capacity to grant the rights and releases set forth in [Section 6] (Mutual Release of Claims) on behalf of itself and its respective ARS Releasors or Recordati Releasors, as applicable and # neither it nor any of the other ARS Releasors or Recordati Releasors, as applicable, have assigned, transferred or granted to any Person that is not a ARS Releasors or Recordati Releasors, as applicable, any Action or Liability intended to be covered or released pursuant to [Section 6] (Mutual Release of Claims).

The Employee represents and warrants that he is under no contractual or other obligation that would prevent him from accepting the Employer’s offer of employment as set forth herein.

Additional Representations and Warranties (§2)

Additional Representations and Warranties of Licensor. Licensor represents and warrants to the Commercializing Party that, as of the Effective Date: # it has the right to grant the rights and licenses granted to Commercializing Party hereunder, and it has not granted, and is not under any obligation to grant, to any Third Party any license, lien, option, encumbrance, or other contingent or non-contingent right, title, or interest in or to the Licensed Protocol, the Kaufmann Name and the Kauffman Intellectual Property, including any Improvements, that conflicts with the rights and licenses granted to Commercializing Party hereunder; and # there is no settled, pending, or, to Licensor’s knowledge, threatened litigation, claim, or proceeding alleging # that the Licensed Protocol, the Kaufmann Name and the Kauffman Intellectual Property is invalid or unenforceable; # to the Licensor’s knowledge, that the practice of the Licensed Protocol or the Kauffman Intellectual Property or the Commercialization of any Product does infringe, misappropriate, or otherwise violate any Intellectual Property Rights of any Third Party; or # any product liability claim involving any Product;

Additional Representations and Warranties of GSK. GSK hereby represents and warrants to Zai Lab as of the Effective Date that, except as otherwise disclosed in writing by GSK on or before the Effective Date:

SECTION # Representations and Warranties; Additional Agreements.

Licenses to Allena. Subject to me terms and conditions of this Agreement, Althea hereby grants to Allena an exclusive, royalty-bearing, sublicenseable (in accordance with [Section 2.2]), non-transferable (except in accordance with [Section 12.1]) license, under the Althea IP, to Develop, use, make, have made, market, offer to sell, sell, have sold, distribute, import or otherwise exploit Product Candidates and Licensed Products in the Field in the Territory.

Indemnification by Allena. Allena agrees to defend the Althea Indemnitees, at Allena’s cost and expense, and will indemnify and hold harmless the Althea Indemnitees from and against any and all losses, costs, damages, fees or expenses (“Losses”) relating to or in connection with a Third Party claim arising out of # any actual or alleged death, personal bodily injury or damage to real or tangible personal property claimed to result, directly or indirectly, from the possession, use or consumption of, or treatment with, any Product Candidate or Licensed Product, Developed, manufactured or Commercialized by or on behalf of Allena, its Affiliates or Sublicensees; (b)any actual or alleged infringement or unauthorized use or misappropriation of any Patent Right or other intellectual property right of a Third Party with respect to the activities of Allena, its Affiliates or Sublicensees hereunder, or # any breach by Allena of its representations or warranties made under this Agreement; provided, however, that the foregoing indemnity shall not apply to the extent that any such Losses # are attributable to the gross negligence or willful misconduct of the Althea Indemnitees, or (if) a breach of this Agreement by Althea.

Section #. Additional Representations and Warranties of the Master Servicer

Survival of Warranties and Representations: The parties agree that all warranties and representations of the parties survive for an additional three years after the termination of this Agreement by both parties.

provide updated, as of the closing date of the Secondary Market Transaction, representations and warranties made in the Loan Documents and such additional representations and warranties as the Rating Agencies may require;

Additional Representations and Warranties by the Shareholder of the Company and the Company

Within five (5) Business Days after the Effective Date, Allena shall issue and deliver to Althea 204,992 shares of Allena’s common stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization affecting Allena’s common stock) (the “Initial Shares”). The Initial Shares shall represent 1.5% of Allena’s outstanding common stock on a Fully-Diluted Basis (as defined below) immediately following the issuance of the Initial Shares. In the event that Allena completes the Second Closing and/or any other closing of an equity financing transaction involving the sale and issuance of Allena’s Series A Preferred Stock, Allena shall issue and deliver to Althea, within five (5) Business Days after the date of the Second Closing or such other closing, an additional number of shares of Allena’s common stock (each, “Additional Shares”) that when added to the Shares then held by Althea, equals 1,5% of Allena’s outstanding common stock on a Fully-Diluted Basis immediately following such issuance. As used in this Agreement # “Shares” means the Initial Shares and any Additional Shares issued pursuant to this [[Section 5.1(b), (ii)])]])] “Second Closing” and “Second Closing Shares” shall have the meanings assigned to such terms in the Series A Preferred Stock Purchase Agreement dated as of ​, among Allena and the Purchasers and Founders named therein, as it may be amended from time to time, and # calculations made on a “Fully-Diluted Basis” assume the conversion into or exercise for Allena’s common stock of all Preferred Stock, options, warrants or other securities that are ultimately convertible into or exercisable for Allena’s common stock.

No Additional Representations and Warranties; No Reliance. Except as provided in this [Article II] (as modified by the Company Schedules), neither the Company, any Subsidiary, any of their respective Affiliates, nor any of their respective directors, officers, employees, shareholders, or representatives has made, or is making, any representation or warranty whatsoever to BRPA or its Affiliates, and no such Party shall be liable in respect of the accuracy or completeness of any information provided to BRPA or its Affiliates. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement (as modified by the Company Schedules), neither the Company nor any other person on behalf of the Company has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to BRPA, its Affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available to BRPA, its Affiliates or any of their respective Representatives or any other person, and any such representations or warranties are expressly disclaimed. The Company acknowledges and agrees (on its own behalf and on behalf of its Affiliates and its Representatives) that: # it has conducted its own independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of BRPA; # it has been afforded satisfactory access to the books and records, facilities and personnel of BRPA for purposes of conducting such investigation; and # except for the representations and warranties set forth in [Article III] (as modified by the BRPA Schedules), it is not relying on any representations and warranties from any Person in connection with the Transactions. Neither BRPA nor Merger Sub nor any of its or their respective stockholders, Affiliates or Representatives shall have any liability to the Company or any of its stockholders, Affiliates or Representatives resulting from the use of any information, documents or materials made available to the Company or any of its Representatives, whether orally or in writing, in any confidential information memoranda, “data rooms,” management presentations, due diligence discussions or in any other form in expectation of the Transactions except as set forth in this Agreement and the Ancillary Agreements.

Representations and Warranties. Borrowers and Guarantors, jointly and severally, represent and warrant with and to Agent and Lenders as follows, which representations and warranties shall survive the execution and delivery hereof: