Third Party Beneficiaries. This Agreement will be binding upon, inure to the benefit of and be enforceable by each of the Holders and their respective successors and assigns, including subsequent holders of Registrable Securities acquired, directly or indirectly, from the Holders in compliance with any restrictions on transfer or assignment. The Company shall be given written notice at the time of or within a reasonable time after such transfer or assignment, stating the name and address of the transferee or assignee and identifying the securities with respect to which such registration rights are being transferred or assigned, and such transferee or assignee of such rights shall assume in writing such Holder’s obligations hereunder and shall thereafter be deemed to be a “Holder” hereunder. This Agreement (including the Purchase Agreement and such other documents and instruments referred to in this Agreement) is not intended to and does not confer upon any person other than the Holders from time to time any rights or remedies under this Agreement.

Third-Party Equipment. For any Facility equipment furnished through Service Provider, Service Provider shall # designate Owners as an express third-party beneficiary of such warranties, # provide copies of all warranties and applicable contracts to Owners, and # ensure that all available warranties are assigned to and operate for the benefit of Owners.

To the extent any Intellectual Property included in the Facility IP licensed to Owners hereunder is owned by a Third Party and licensed to Service Provider (“Third Party IP”), Service Provider shall identify all such Third Party IP at the time of delivery of the Facility IP and provide Owners with copies of all relevant licenses, if permitted. The license of such Third Party IP to Owners hereunder shall be subject to all of the terms and conditions of the relevant agreement between the applicable Service Provider party and such Third Party pursuant to which such Third Party IP has been licensed to Service Provider, or if elected by Owners, Owners may negotiate new agreements with such third parties for the use of the Third Party IP. For the avoidance of doubt, Service Provider shall have no obligation to grant Owners any license or sublicense rights to any Third Party IP included in the Facility IP if such grant to Owners would result in # the violation of any agreement between Service Provider and the applicable Third Party, # the loss or impairment of rights in any Facility IP (including such Third Party IP), or # an obligation to pay royalties on the part of Service Provider or any of its Affiliates (unless, with respect to such Third Party IP subject to an obligation to pay royalties, Owners request such Third Party IP be included in the Facility IP and pay or otherwise reimburse Service Provider or its applicable Affiliates for all such royalties).

Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

Third Party Licenses. If in the reasonable opinion of [[Organization A:Organization]], the Development, Manufacture, or Commercialization of any Licensed Compound or Licensed Product by [[Organization A:Organization]], any of its Affiliates, or any of its or their Sublicensees misappropriates trade secrets, or infringes any Patent, or other intellectual property right of a Third Party in any country or other jurisdiction in the Territory, such that [[Organization A:Organization]], any of its Affiliates or any of its or their Sublicensees cannot Develop, Manufacture, or Commercialize such Licensed Compound or Licensed Product in such country or other jurisdiction without using said trade secrets or infringing such Patent, or other intellectual property right of such Third Party, then [[Organization A:Organization]] shall have the sole right, but not the obligation, to negotiate and obtain a license from such Third Party as necessary for [[Organization A:Organization]] and its Affiliates, and its and their Sublicensees to Develop, Manufacture, and Commercialize Licensed Compound and Licensed Products in such country or other jurisdiction.

Third Party Claims. [[Organization A:Organization]] shall have the sole right and responsibility for defending against any alleged, threatened, or actual claim by a Third Party that the use or registration of the Product Trademarks in the Territory infringes, dilutes, misappropriates, or otherwise violates any Trademark or other right of that Third Party or constitutes unfair trade practices or any other like offense, or any other claims as may be brought by a Third Party against a Party in connection with the use of the Product Trademarks with respect to a Licensed Product in the Territory. […​…].

Third Party Consents. All notices, reports, and other filings required to be made prior to Closing by the Sellers or the Company with, and all licenses, permits, consents, approvals, authorizations, qualifications or orders required to be obtained prior to Closing by the Sellers or the Company from, any Government Entity or from any other person or entity in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby shall have been made or obtained.

Except as otherwise explicitly set forth herein, nothing in this Settlement Agreement is intended to benefit or create any right or cause of action in or on behalf of any person other than the Parties hereto (and their affiliated persons and entities who are intended to be beneficiaries of the releases and settlements set forth herein).

SECTION # Binding Effect; Third-Party Beneficiaries and Assignability. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. The Collateral Trustee, for the benefit of the Secured Parties, and the Collateral Trustee are each intended by the parties hereto to be an express third-party beneficiary of this Agreement. Notwithstanding anything to the contrary contained herein, this Agreement may not be assigned by the Purchaser or the Seller without the prior written consent of the Collateral Trustee.

No Third-Party Beneficiaries. Unless otherwise expressly provided for in writing, nothing in this Agreement is intended or will be construed to give any person or entity, other than each Party hereto, and their successors or assigns, any legal or equitable right, remedy, or claim under or with respect to this Agreement or any provisions contained herein.