Additional Representations and Warranties of Commercializing Party. Commercializing Party represents and warrants to Licensor that, as of the Effective Date, Commercializing Party has not received notice of, nor is subject to, any adverse inspection, investigation, penalty, or other compliance or enforcement action that could reasonably be expected to have a material adverse effect on the Commercialization of the Products or other performance of its obligations under this Agreement.

Commercializing Party. As between the Parties, Allergan (itself or through its Affiliates or its or their Sublicensees) shall have the sole right to Commercialize Licensed Products in the Field in the Territory at its sole cost and expense.

Indemnification by Commercializing Party. Commercializing Party shall indemnify, defend, and hold harmless Licensor and its Affiliates, and each of Licensor’s and its Affiliates’ respective officers, directors, employees, agents, successors, and assigns (each, a “Licensor Indemnified Party”) from and against all Losses arising out of or resulting from any claim, suit, action, or proceeding by any Third Party (“Indemnified Claim”) relating to: # any breach by Commercializing Party of any representation, warranty, covenant, or obligation under this Agreement; # the gross negligence or willful misconduct, or any failure to comply with applicable Law, of any employee, agent, or independent contractor of Commercializing Party or any of its sublicensees or subcontractors in connection with this Agreement; or # the Commercialization of any Product by or on behalf of Commercializing Party or any of its Affiliates or sublicensees, except in each case to the extent any such Losses are covered by Licensor’s indemnification obligations under Section 8.2.

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).

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;

Consultation. Commercializing Party shall make its managers, directors, officers, executive employees, agents, and representatives reasonably available to the Licensor during normal business hours to discuss the status, progress, and results of Commercializing Party’s and its sublicensees’ Commercialization activities. Commercializing Party shall promptly respond to Licensor’s questions or requests for additional information relating to such Commercialization activities.

Additional Representations and Covenants of Each Party. In addition to the representations and covenants in the Agreement, each party represents and covenants to the other party that: