Due Diligence/Termination Right. ​ shall have through the last day of the Inspection Period during which to # review, examine, inspect, and investigate the Property Information and the Additional Property Information (collectively, the “Property Documents”) and the Properties and, in ​’s sole and absolute judgment and discretion, determine whether the Properties are acceptable to ​, # obtain all necessary internal approvals, # negotiate and approve the loan documents evidencing and securing an $81,200,000.00 acquisition loan (the “Loan”) from Special Situations Investing Group II, LLC (the “Lender”) on terms and conditions acceptable to ​, and # satisfy all other contingencies of ​. Notwithstanding anything to the contrary in this Agreement, ​ may terminate this Agreement for any reason or no reason by giving written notice of termination to ​ and Escrow Agent (the “Due Diligence Termination Notice”) on or before 5:00 p.m. Chicago time on the last day of the Inspection Period. If ​ does not give a Due Diligence Termination Notice, this Agreement shall continue in full force and effect, ​ shall be deemed to have waived its right to terminate this Agreement pursuant to this Section 4.5, and ​ shall be deemed to have acknowledged and agreed that it has received or had access to all Property Documents, that it has conducted all inspections and tests of the Properties that it considers important and that the documents evidencing the Loan last revised by Lender or Lender’s counsel (the “Approved Loan Documents”) are acceptable to ​.

Satisfactory Completion of Due Diligence. [[Organization A:Organization]] and the ​ shall have completed their legal, accounting and business due diligence of the ​ and the results thereof shall be satisfactory to [[Organization A:Organization]] and the ​ in their sole and absolute discretion.

Diligence. The Continuing Party will use Commercially Reasonable Efforts to Develop and Commercialize such Reversion Product in the Territory in a timely and effective manner and in compliance in all material respects with Applicable Law and applicable codes of conduct; provided that, for purposes of this Section 3.3(c) only, the definition of “Commercially Reasonable Efforts” will apply to the Reversion Product (in place of Product thereunder) and the clause “in the pharmaceutical industry by a company” will be replaced by “the applicable Continuing Party” and, in addition, the Continuing Party will at all times have the sole discretion to cease permanently to Research, Develop and Commercialize such Reversion Product as provided above.

Diligence. During the Term of this Agreement, Zai Lab shall use Commercially Reasonable Efforts to implement the Development Plan to Develop at least one (1) Product. Without limiting the generality of the foregoing, Zai Lab will use, and will cause its Affiliates, licensees and/or sublicensees to use Commercially Reasonable Efforts to Develop, Manufacture, seek Regulatory Approval and Marketing Authorization for, and following Regulatory Approval or Marketing Authorization to Commercialize FUGAN in China. Zai Lab will also use, and will cause its Affiliates, licensees and/or sublicensees to use, Commercially Reasonable Efforts to assess the feasibility to Develop, Manufacture, seek Regulatory Approval or Marketing Authorization for, and following Regulatory Approval or Marketing Authorization, to Commercialize GRAPE in the Territory and FUGAN in countries and regions other than China, provided that the foregoing shall not be construed as requiring ZAI to conduct any Development program with respect to GRAPE. ​.

Diligence. Following the successful completion by ​ of the Initial Development Activities in accordance with the Initial Development Plan and Budget and [[Organization A:Organization]] proceeding with the In-Licensing, [[Organization A:Organization]] shall use Commercially Reasonable Efforts to obtain all Regulatory Approvals for the initial Licensed Product containing or comprising the Lead Compound for the Initial Indications in accordance with the applicable Development Plan.

Diligence. Allena, with or through its Affiliates and Sublicensees, as applicable, shall use Commercially Reasonable Efforts to Develop and, after receipt of Regulatory Approval, Commercialize a Licensed Product for the treatment of hyperoxaluria.

Diligence. Allergan shall use Commercially Reasonable Efforts to Develop and seek Regulatory Approval for a Licensed Product ​ in the United States and ​ [[Unknown Identifier]] Countries.

Reliance. The Shareholder understands and acknowledges that Buyer is entering into the Purchase Agreement in reliance upon the Shareholders’ execution, delivery and performance of this Agreement.

Reliance. The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director and/or an officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director and/or an officer of the Company.

Reliance. The Plan Administrator may act and rely upon all information reported to it hereunder and need not inquire into the accuracy thereof, nor be charged with any notice to the contrary.