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

a breach by UroGen of its obligations, representations or warranties under this Agreement;

UroGen Patents. As between the Parties, UroGen shall have the right, at its sole cost and expense, but not the obligation, using counsel of its own choice, to prepare, file, prosecute and maintain the UroGen Patents in the Territory and to be responsible for any related interference, re-issuance, re-examination and opposition proceedings, and the costs and expenses. UroGen shall inform Allergan of all material steps with regard to the preparation, filing, prosecution and maintenance of UroGen Patents and shall provide Allergan drafts of any material filings or responses to be made to patent authorities in advance of submitting such filings or responses as to allow Allergan a reasonable opportunity to review and comment thereon. UroGen will consider Allergan’s reasonable comments in good faith.

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 by the Shareholder of the Company and the Company

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.