SECTION # Representations and Warranties. Each Loan Party represents and warrants as of each of the Amendment Effective Date and the Tranche A Additional First-Out Loan Borrowing Date as follows:

Commercializing Party’s Undertakings. Commercializing Party shall # have all responsibility for the funding and management of Product development, Product research, Product formulations and specifications, brand strategy, marketing, securing, and maintaining registration of the Kaufmann Name and Kaufmann Intellectual Property in the Territory and all related business operations including profit and loss management, # have all responsibility for the funding and management of the Kaufmann Educational and Promotional Efforts (as defined below), # develop, fund, produce, distribute and/or maintain all marketing materials including all communications, Web site design and content, collateral, special reports, e-letters, public relations support and Product marketing, # manage and fund cross functional teams consisting of without limitation research and development, packaging, legal, call center and fulfillment, # take such actions as are commercially reasonable in an effort to successfully develop, promote, advertise and market the Products, and # take such actions, in accordance with the terms of this Agreement, as are commercially reasonable in an effort to design, develop, manufacture, promote, advertise, market and sell the maximum number of Products while maintaining quality and service to all customers.

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

Disclaimer. THE FOREGOING REPRESENTATIONS AND WARRANTIES OF EACH PARTY ARE IN LIEU OF ANY OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE HEREBY SPECIFICALLY EXCLUDED AND DISCLAIMED. LICENSEE ACKNOWLEDGES AND AGREES THAT AXSOME MAKES AND HAS MADE NO REPRESENTATION OR WARRANTY THAT THE LICENSED PRODUCTS CAN BE SUCCESSFULLY DEVELOPED FOR ANY ADDITIONAL INDICATION OR THAT LICENSED PRODUCTS CAN BE SUCCESSFULLY COMMERCIALIZED IN ANY COUNTRY OF THE TERRITORY FOR THE INDICATIONS INCLUDED IN THE TRANSFERRED REGUALTORY APPROVALS OR FOR ANY ADDITIONAL INDICATION THAT IS INCLUDED IN ANY REGULATORY APPROVAL OBTAINED BY LICENSEE.

Inventory. To the extent any Products held by Commercializing Party or any of its sublicensees as of the effective date of termination are not sold by Commercializing Party or its sublicensee during the Wind-Down Period in accordance with Section 9.6(c), Licensor may, but is not obligated to, purchase any and all of such Product inventory at a price equal to the Commercializing Party’s cost. Licensor shall notify Commercializing Party no later than fifteen (15) days before the expiration of the Wind-Down Period whether Licensor elects to exercise such right. Promptly following the expiration of the Wind-Down Period, Commercializing Party shall deliver to Licensor, at Commercializing Party’s expense, all samples, demonstration equipment, sales literature, catalogs, and other promotional materials relating to the Products in Commercializing Party’s possession or control.

Commercializing Party manufacturing facilities for any Products shall meet all requirements of Law, including any regulations established by state, local or federal regulations. Licensors and its agents shall have access to inspect Commercializing Party’s (or its subcontractors or sub-licensors) facilities at all reasonable times while Products are in process for the purpose of conducting and performing quality control audits and shall have access to the results of any such test performed by Commercializing Party or at Commercializing Party’s direction. Commercializing Party shall be notified in advance of the names of all visiting personnel or agents and their intended dates of arrival. All such inspections must be conducted during Commercializing Party’s normal business hours in a manner that does not unduly interfere with Commercializing Party’s normal business activities. Commercializing Party grants Licensor the right to request samples of finished product in reasonable quantities from time to time.

Commercializing Party shall ensure that all sales of the Products, by Commercializing Party or its sublicensees, are in accordance with the applicable terms and conditions of this Agreement.