Representations and Warranties of Each Party. Each of Merck and Licensee hereby represents, warrants and covenants to the other Party hereto as follows:

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 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:

Additional Representations and Warranties of UroGen. UroGen further represents and warrants to Allergan, as of the Effective Date:

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No Additional Warranties or Representations

SECTION # Representations and Warranties; Additional Agreements.

Third Party Representations. Each of the representations and the warranties made by Guarantor in the Environmental Indemnity, the Guaranty and (if applicable) any other Loan Documents to which Guarantor is a party are true, complete and correct in all material respects.

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:

Compliance of Sublicensees. Commercializing Party is responsible for the compliance of its sublicensees with the terms and conditions of this Agreement, and any act or omission of a sublicensee that would be a material breach of this Agreement if performed by Commercializing Party will be deemed to be a material breach by Commercializing Party.