Additional Representations and Warranties of the Subsidiary Borrower. In addition to the foregoing, the Subsidiary Borrower further represents and warrants to the Administrative Agent and the Lenders as follows:

Subsidiary Borrower Designation. With respect to any Loan to be made to any Subsidiary Borrower, such Subsidiary Borrower shall have been designated as a Subsidiary Borrower pursuant to [Section 10.1(c)(i)] and such Subsidiary Borrower shall not have been removed as a Subsidiary Borrower pursuant to [Section 10.1(c)(ii)] (unless such Subsidiary shall have been redesignated as a Subsidiary Borrower pursuant to [Section 10.1(c)(i)] and such redesignation shall be in effect as of the date of such Loan.

Additional Subsidiary Guarantors. If at any time the Consolidated Adjusted Net Income for the four consecutive fiscal quarters most recently ended of all of the Company’s Domestic Subsidiaries that are not ​ or Subsidiary Guarantors exceeds 20% of the Company’s Consolidated Adjusted Net Income for such period, the Company will, within 30 days after its senior management becomes aware of such event (or should have become aware), cause additional Domestic Subsidiaries to execute and deliver a Joinder to the Subsidiary Guaranty so that, after giving effect thereto, the threshold level above is not exceeded and shall deliver to each holder of Notes the documents listed in [[Section 9.7(a)(i) and (ii)])]])].

The Parent Borrower will cause any and all of its direct and indirect Material Domestic Subsidiaries, whether newly formed, after acquired or otherwise existing, to promptly become a Subsidiary Guarantor hereunder by way of execution of a Joinder Agreement. Furthermore, within thirty (30) days after a Domestic Subsidiary becomes a Material Domestic Subsidiary, as determined by the financial statements delivered to the Domestic Administrative Agent pursuant to [Section 7.01(a)] and/or (b), the Parent Borrower will cause such Domestic Subsidiary to become a Guarantor hereunder by way of execution of a Joinder Agreement. In connection with the foregoing, the Parent Borrower shall deliver to the Domestic Administrative Agent such charter and organizational documents and opinions of in-house counsel as the Domestic Administrative Agent may reasonably request.

Representations and Warranties of Borrower. The Borrower hereby makes the following representations and warranties to Lender:

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.

Representations and Warranties of the Borrower. The Borrower hereby represents and warrants as follows:

Representations and Warranties of the Subsidiary Guarantors. The representations and warranties of the Subsidiary Guarantors in the Subsidiary Guaranty shall be correct when made and at the time of the Closing.

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.

No Subsidiary Borrower Bankruptcy Events. With respect to any Loan to be made for the account of any Subsidiary Borrower, # such Subsidiary Borrower shall not have # commenced any case, proceeding or other action under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors # seeking to have an order for relief entered with respect to it, or seeking to adjudicate it as bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding up, liquidation, dissolution, composition or other relief with respect to it or its debts, or # seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or # made a general assignment for the benefit of its creditors; or # there shall not be commenced against such Subsidiary Borrower any case, proceeding or other action of a nature referred to in [clause (i) above] that # results in the entry of an order for relief or any such adjudication or appointment or # remains undismissed, undischarged or unbonded for a period of 90 days.

“Specified Representations” means the representations and warranties of the Borrower set forth in [[Sections 4.01, 4.02]2]]2] (except with respect to the imposition of any Lien on any asset of the Borrower or any Subsidiary of the Borrower), 4.03, 4.10, 4.12 and 4.14.

“Acquisition Representations” means the representations and warranties made by or with respect to the Target in the Acquisition Agreement (but only to the extent that the breach of such representations and warranties would permit the Borrower or its applicable Subsidiary to terminate its obligations under the Acquisition Agreement or to decline to close the Acquisition as a result of the breach of such representations and warranties in the Acquisition Agreement).

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:

. Each Subsidiary of the Borrower, other than Excluded Subsidiaries and other Subsidiaries that are not yet required to become Subsidiaries pursuant to the provisions of [Section 6.12], is a Guarantor.