#​ has no liability, whether asserted or unasserted, absolute, accrued or unaccrued, contingent, whether liquidated or unliquidated, whether due or to become due, or otherwise, that would be required by GAAP to be reflected on a balance sheet of ​, except # as disclosed in the ​ Quarterly Statements including footnotes thereto, # for liabilities incurred in the Ordinary Course of Business consistent with past practice after the date of the ​ Financial Statements (none of which results from, arises out of, relates to or is in the nature of, or was caused by any breach of Contract, breach of warranty, tort, infringement, or violation of Law), or # for other liabilities that are not in excess of $10,000 individually, or $25,000 in the aggregate.

No Undisclosed Liabilities. Other than # liabilities reflected or reserved against in the Balance Sheet or the Interim Balance Sheet, # current liabilities incurred in the Ordinary Course of Business since the date of the Interim Balance Sheet, # liabilities under this Agreement or in connection with the transactions contemplated by this Agreement, and # the liabilities, if any, set forth on [Schedule 4.2(m)], to Seller's Knowledge, Seller has no liability, whether known or unknown, absolute, contingent or otherwise relating to the Seller Business.

Meaning of Liabilities. As used in this Section, the term ”liabilities” means damages, claims, losses, and expenses of any kind or character, including legal and other expenses reasonably incurred in connection with any claim, demand, or legal proceeding and all amounts paid in settlement of any claim, demand, or legal proceeding. Provided, however, no indemnified party shall be entitled to recover for # any liabilities arising under this Agreement or in connection with or with respect to the transactions contemplated in this Agreement in any amount in excess of the actual compensatory damages, court costs and reasonable attorney fees, suffered by such party, or # any punitive, special, exemplary and consequential damages arising in connection with or with respect to the transactions contemplated in this Agreement, except to the extent recoverable from a third party.

Assumption of Liabilities. Upon the terms and subject to the conditions attached herein, at the Closing Date, Buyer shall assume none of the liabilities for the Business unless specifically agreed to in writing by the Buyer;

one or more assignment and assumption agreements with respect to # the Contracts and Permits of Sellers included in the definition of Acquired Assets and # the Assumed Liabilities, in the form to be mutually agreed by the Parties in good faith prior to the Closing Date, duly executed by Sellers (collectively, the “Assignment and Assumption Agreements”);

Assumption of Company Warrants. At the Closing, without any action on the part of the holders of any Company Warrants, each then outstanding Company Warrant will be assumed by BRPA and automatically treated as if such Company Warrant were a Company Stock Option in accordance with Section 1.3(c).

Assignment; Assumption by Successor. The rights of the Company under this Agreement may, without the consent of Executive, be assigned by the Company, in its sole and unfettered discretion, to any person, firm, corporation or other business entity which at any time, whether by purchase, merger or otherwise, directly or indirectly, acquires all or substantially all of the assets or business of the Company. The Company will require any successor (whether direct or indirect, by purchase, merger or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and to agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place; provided, however, that no such assumption shall relieve the Company of its obligations hereunder. As used in this Agreement, the “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law or otherwise.

Assignment and Assumption Agreement. As of the Effective Date, GSK and Zai Lab shall execute the assignment and assumption agreement substantially in the form attached hereto as Exhibit F, under which GSK will assign the License Agreements to Zai Lab. GSK will cause each of Bater and Xinjiang to execute the assignment and assumption agreement applicable to their respective License Agreements with GSK no later than ​ days after the Effective Date. Each such assignment and assumption agreement shall become effective upon ​.

Liabilities of the Company. Seller warrants that the Company has no outstanding liabilities or contingent liabilities other than the debts outlined in SEC filings of the past twelve (12) months.

No Undisclosed Material Liabilities. Except as disclosed in the Parent SEC Documents filed prior to the date hereof, there are no Liabilities of Parent or any of the Parent Subsidiaries, whether accrued, contingent, absolute or determined other than: # Liabilities reflected on the financial statements (including the notes thereto), or # Liabilities incurred in the ordinary course of business consistent with past practice since the date of the Balance Sheet as would not, individually or in the aggregate, constitute a Buyer Party Material Adverse Effect.