Representations and Warranties of Each Party. Each of Merck and Licensee hereby represents, warrants and covenants to the other Party hereto as follows:

Additional Representations and Covenants of Each Party. In addition to the representations and covenants in the Agreement, each party represents and covenants to the other party that:

Representation and Warranties. The Parties, and each of their respective members, hereby make the following representations and warranties to each other, knowing that each Party is relying hereon. These representations and warranties constitute conditions precedent to the Settlement.

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.

Effectiveness of Representations; Survival. Each party is entitled to rely on the representations, warranties, indemnifications and agreements of each of the other party and all such representation, warranties and agreement shall be effective regardless of any investigation that any party has undertaken or failed to undertake. The representations, warranties and agreements shall survive the Closing Date and continue in full force and effect until one (1) year after the Closing Date.

Representations and Warranties. Each Loan Party represents and warrants as follows:

6.1Mutual Representations and Warranties. Each Party hereby represents and warrants to the other Party as follows:

Representations and Warranties; No Default. Each Loan Party represents and warrants to the Administrative Agent and each Lender that after giving effect to this Amendment # the representations and warranties of each Loan Party contained in the Credit Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection with the Credit Agreement or any other Loan Document are true and correct in all material respects on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date, and # no Default exists.

Representations and Warranties. Each Loan Party represents and warrants to the Administrative Agent and ​ as of the Effective Date:

other than in respect of the Designated Defaults, each of the representations and warranties made by such Loan Party in the Credit Agreement and the other Loan Documents are true and correct in all material respects with the same effect as though such representations and warranties were made on the date hereof (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier dates).