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.

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.

Lundbeck warrants to indemnify and save, defend and hold Ovid, its Affiliates, and their respective directors, agents and employees harmless from and against any and all Losses arising in connection with any Third Party Claim, other than from shareholders or investors in Ovid, resulting from # any breach by Lundbeck or its Affiliates of any of its representations, warranties or covenants pursuant to this Agreement, # any Withholding Taxes with respect to amounts paid or payable by Lundbeck to Ovid under this Agreement, # the wilful misconduct by Lundbeck or its Affiliates or their respective officers, directors, employees, agents, consultants or sublicensees in performing any of its obligations under this Agreement, # any claims regarding Compound and Product to the extent relating to activities conducted by or on behalf of Lundbeck prior to the Effective Date; except, in each case, to the extent that Ovid is obligated to indemnify Lundbeck for such Third Party Claim under [Section 12.1].

Except in respect of the Secured Parties not party to this Amendment, which Persons (including, for the avoidance of doubt, their respective successors and permitted assigns) are intended to have the benefit of (but shall not enforce other than via the Administrative Agent) this Amendment pursuant to the Contracts (Rights of Third Parties) Act 1999, a Person who is not a Party has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Amendment.

Third-Party Beneficiaries. You acknowledge and agree that all affiliates and subsidiaries of the Corporation have, or will as the result of a future acquisition, merger, assignment, or otherwise have, an interest in your Employment and your compliance with the obligations in Section 2(d) (Competition with the Corporation Group), and that those entities are each express, third-party beneficiaries of this Agreement.

Third-Party Beneficiaries. Each member of the Company Group that is not a signatory hereto shall be a third-party beneficiary of Executive’s representations, covenants, and commitments set forth in Sections 2, 6 and 17 hereto and shall be entitled to enforce such representations, covenants and commitments as if a party hereto.

No Third Party Rights. Except for the rights of any third party Buyer Indemnified Parties under Section 10(b), this Agreement is not intended and shall not be construed to create any rights in any persons or entities other than Buyer and Seller and no person shall assert any rights as a third party beneficiary hereof.

No Third Party Beneficiaries. None of the provisions of this Agreement shall be for the benefit of or enforceable by any Third Party, including, but not limited to, any creditor of either Party hereto, except the Indemnification provision in Section 8.