Prior Agreements. This Agreement contains the entire agreement of the parties relating to the subject matter hereof; provided, however, that any Restrictive Covenant Agreements between Employee and the Company or Company Affiliates shall remain in full force and effect. The parties hereto have made no agreements, representations or warranties relating to the subject matter hereof that are not set forth herein.

NO VIOLATION OF PRIOR AGREEMENTS. Employee represents and warrants that neither the exercise of Employee’s duties as an Employee of [[Organization A:Organization]], Employee’s execution of this Agreement nor Employee’s performance hereunder will constitute a violation of any existing restrictive covenants given to any former employer or other third party.

No Conflict With Prior Agreements. I represent and warrant to the Company and its affiliates that my retention by the Company and my performance of my obligations under this Agreement do not conflict with any prior obligations to third parties, including former employers. I represent and warrant that the Company has not asked me to reveal, nor will I do so, any trade secrets or other proprietary or confidential information that may have been gained by me during my previous employment or engagement which I am under obligation not to disclose.

Supersedes Prior Agreements. With respect to the period covered by the Contract Period, this Agreement supersedes and cancels all prior agreements relating to your employment with the Company.

Prior Agreements; Entirety. This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior agreements or understandings between the parties relating to its subject matter including the Material Transfer and Evaluation Agreement and its Amendment No.1 effective May 15, 2014.

This Agreement supersedes any and all prior Agreements or understandings between the parties, including letters of intent or understanding, except for those documents specifically referred to within this Agreement.

Termination of Prior Agreements. As of the Effective Date, this Agreement supersedes the Non-Disclosure Agreement between [[Party:Organization]] and Denali effective as of January 20, 2016. All “Information” (as defined in such confidentiality agreement) exchanged between the Parties thereunder that relates to the subject matter of this Agreement shall be deemed Confidential Information hereunder and shall be subject to the provisions of Article 10.

Effect of Prior Agreements. This Agreement constitutes the sole and entire agreement and understanding between Executive and [[Company:Organization]] with respect to the matters covered hereby and thereby, and there are no other promises, agreements, representations, warranties or other statements between Executive and [[Company:Organization]] in respect to such matters not expressly set forth in this Agreement. This Agreement supersedes all prior and contemporaneous agreements, understandings or other arrangements, whether written or oral, concerning the subject matter hereof, except that the terms of the Plan and any grant documents relating to any pre-existing Incentive Equity shall remain in full force and effect following Executive’s execution of this Agreement.

Termination of Prior Agreements. This Amended and Restated Restricted Stock Unit Agreement supersedes all prior agreements between the Company and the Participant with respect to the subject matter hereof, including but not limited to the Original Agreement and the Amendments, and all such prior agreements are hereby automatically and without any further actions terminated and of no further force or effect.

No Inconsistent Agreements. The Stockholder hereby covenants and agrees that the Stockholder shall not, at any time prior to the Termination Date, # enter into any voting agreement or voting trust with respect to any of the Stockholder’s Covered Shares that is inconsistent with the Stockholder’s obligations pursuant to this Agreement, # grant a proxy or power of attorney with respect to any of the Stockholder’s Covered Shares that is inconsistent with the Stockholder’s obligations pursuant to this Agreement, or # enter into any agreement or undertaking that is otherwise inconsistent with, or would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement.