Assignment by JUPITER. It is understood and agreed that the rights granted hereunder is personal to JUPITER and is limited to JUPITER. JUPITER may not, without the prior written consent of AB, assign or sublicense this Agreement to any third party except to a buyer of substantially all of JUPITER’s business. In the event of any permitted sublicense or assignment of the Agreement in accordance with the terms hereof, JUPITER shall ensure that any assignee or sub JUPITER agrees to and complies with the terms and conditions of this Agreement. Notwithstanding the above, AB consents to JUPITER's assignment of this Agreement to JUPITER's wholly-owned subsidiary, provided said subsidiary are subject to the terms of this Agreement.

JUPITER Indemnity. JUPITER shall indemnify and hold harmless AB, its affiliates, officers, directors, agents and employees and each person, if any, who controls AB or any such affiliate against any and all loss, liability or expenses (including attorneys’ fees and expenses as reasonably incurred) arising out of JUPITER's activities related to its license of the Product.

Subject to all the terms and conditions of this Agreement, AB hereby grants to JUPITER a perpetual, exclusive, non-transferable, irrevocable license (except in event of default by JUPITER, or termination or expiration of this Agreement) to market, manufacture, sell, and distribute the Product to end users in the Territory. Notwithstanding, the foregoing, JUPITER shall not sell the Product outside its Territory. JUPITER has the right to “white-label” the Product with JUPITER copyrights, trade names and/or trademarks.

Competition. In the event AB terminates this Agreement due to a breach by JUPITER or in the event JUPITER terminates this Agreement with or without cause, JUPITER shall not, during the two (2) years following expiration or termination, offer, sell or promote products or services that compete with the Product; notwithstanding the foregoing, during the Term JUPITER shall not manufacture, sell, or promote products or services that compete with the Product.

Compliance with Applicable Laws. JUPITER shall comply with all laws and regulations applicable to JUPITER in marketing, manufacturing, and distributing the Product hereunder. Without limiting the generality of the foregoing, JUPITER shall, at its own expense, make, obtain, and maintain in force at all times during the term of this Agreement, all filings, registrations, licenses, permits and authorizations in its geographical region of operation required for JUPITER to perform its obligations under this Agreement.

JUPITER shall maintain all necessary records during the term of this Agreement and for a period of two (2) years thereafter to permit AB to audit, at AB’s sole cost and expense and not more than once per quarter, JUPITER’s records for the purpose of determining compliance with the royalty fee in Section 4.1 (“Audit”). Such records shall be Confidential Information of JUPITER. AB shall provide reasonable advance notice of an Audit. In the event an Audit determines JUPITER underpaid AB, JUPITER shall immediately pay AB any underpaid amounts, and if an Audit determines JUPITER underpaid AB in excess of five percent (5%), JUPITER shall, in addition to immediately correcting any underpaid amounts, reimburse AB for its reasonable costs and expenses associated with such Audit.

Use of IP. During the term and in accordance with the terms of this Agreement, JUPITER shall have the exclusive right to use the IP (including US Patent number ​) solely in connection with JUPITER's manufacture, marketing, advertising, promotion and distribution of the Product. JUPITER's use of IP shall not create any right, title or interest therein. JUPITER shall not adopt, use, or register, whether as a corporate name, trademark, service mark or other indication of origin, any IP, or any word or mark confusingly similar to those contained in the IP in any jurisdiction. JUPITER hereby covenants and agrees that; # its use of IP will not dilute the IP; and # the IP will be used in accordance with AB’s specifications. JUPITER shall have right to use the JUPITER intellectual property in the marketing of the Products.

Limitation on Liability. EXCEPT FOR ANY INDEMNIFICATION OBLIGATIONS HEREIN, AB AND JUPITER WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING IN CONNECTION WITH THIS AGREEMENT. FURTHER, AB AND JUPITER WILL NOT BE LIABLE UNDER CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY CLAIMS WHICH AFFECT THE PERFORMANCE OR QUALITY OF THE PRODUCT. APPLED BIOLOGY’S AND JUPITER’S AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL AMOUNT OF ROYALTIES PAID BY JUPITER HEREUNDER PRIOR TO THE DATE SUCH LIABILITY IN INCURRED.

JUPITER represents and warrants that it will use its best efforts in marketing and selling the Product in the Territory.

Status as Independent Contractor. The relationship established between AB and the JUPITER by this Agreement is that of a vendor to its vendee and nothing herein contained shall be deemed to establish or otherwise create a relationship of principal and agent between AB and the JUPITER. JUPITER represents that it is an independent contractor who will not be deemed an agent of AB for any purpose whatsoever and neither the JUPITER nor any of its agents or employees will have any right or authority to assume or create any obligation of any kind, whether express or implied, on behalf of AB. This Agreement is not a franchise agreement and does not create a franchise relationship between the parties and if any provision of this Agreement is deemed to create a franchise between the parties, then this Agreement will be deemed null and void and will automatically terminate as if such provision had been deemed unenforceable by a court of competent jurisdiction.