No Other Grant of Rights. Except as expressly provided herein, nothing in this Agreement will be construed to confer any ownership interest, license or other rights upon Licensee by implication, estoppel or otherwise as to any technology, intellectual property rights, products or biological materials of Harvard, or any other entity, regardless of whether such technology, intellectual property rights, products or biological materials are dominant, subordinate or otherwise related to any Biological Material or Technology Transfer Material.

EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY WITH RESPECT TO ANY TECHNOLOGY, PATENTS, MATERIALS (INCLUDING BIOLOGICAL MATERIAL), GOODS, SERVICES, RIGHTS, TECHNOLOGY TRANSFER MATERIAL OR OTHER SUBJECT MATTER OF THIS AGREEMENT AND EACH PARTY HEREBY DISCLAIMS WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT WITH RESPECT TO ANY AND ALL OF THE FOREGOING.

*Technology transfer

Harvard Representations and Warranties. Harvard hereby represents and warrants to Licensee that Harvard has the authority to grant the license herein to the Biological Material and the Technology Transfer Material and Harvard has not granted to any Third Party any rights that would conflict with this Agreement.

Ownership of Technology. Subject to [Section 3.7.1(ii)] and Section 7.1.2, as between the Parties, each Party shall own and retain all right, title, and interest in and to any and all # Information discovered or developed, and inventions, whether patentable, conceived, or made by Persons obligated to assign their rights therein to such Party (or its Affiliates or sublicensees), under or in connection with this Agreement, and any and all Patent and other intellectual property rights with respect thereto, except to the extent that such comprises Joint Know-How or Joint Patents, and # other Information, inventions, Patents, and other intellectual property rights that are Controlled (other than pursuant to the license grants set forth in Sections 5.2, 5.3 and 5.4) by such Party, its Affiliates or its licensees or sublicensees.

GNS TECHNOLOGY CO., LTD., a company incorporated in South Korea with its registered address at 909, Regent B/D. 68, Gangbyeonnyeok-RO 4-Gil, Gwangjin-Gu, Seoul, South Korea ("GTCL");

Metallophile™ Technology License. Primary hereby grants Legacy a nonexclusive license in the Legacy Field to practice Metallophile™ Technology solely to the extent necessary to perform Legacy’s obligations under the Existing Ag Agreement.

As between the Parties, Express One shall own all right, title, and interest in the Express One Technology. The "Express One Technology" is defined for purposes of this Settlement Agreement as set forth on [Exhibit 2], and includes in its definition the technology that has sometimes been referred to as the “Admin Center” in the Utah Lawsuit. Notwithstanding the foregoing, nothing in this Settlement Agreement shall be construed to prohibit any Party from developing, creating, using or marketing any software similar to the Express One Technology, the technology used by any of the [[Stamps.com Parties:Organization]] Parties, or any other technology, or from owning such software once developed or created.

Material. In the event of any Material Loss to or destruction of one or more of the Properties or any portion thereof prior to Closing, either ​ or ​ may, at its option, terminate this Agreement as to the affected Property (in which case the Purchase Price and related terms of this Agreement shall be proportionately adjusted) by delivering written notice to the other on or before the expiration of thirty (30) days after the date ​ delivers the Casualty Notice to ​ (and if necessary, the Closing Date shall be extended to give the parties the full thirty-day period to make such election and to obtain insurance settlement agreements with ​’s insurers). Upon any such termination, a portion of the Earnest Money equal to the product of the Earnest Money multiplied by a fraction, the numerator of which is the Allocated Purchase Price for such Property or Properties and the denominator of which is the Purchase Price shall be returned to ​ and the parties hereto shall have no further rights or obligations hereunder with respect to the affected Property, other than those that by their terms survive the termination of this Agreement. If neither ​ nor ​ so terminates this Agreement within said thirty (30) day period as to the Property or Properties affected by said event of casualty, then the parties shall proceed under this Agreement and close on schedule (subject to extension of Closing as provided above), and as of Closing ​ shall assign to ​, without representation or warranty by or recourse against ​, all of ​’s rights in and to any resulting insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due ​ as a result of such damage or destruction and ​ shall assume full responsibility for all needed repairs, and ​ shall receive a credit at Closing for any deductible amount under such insurance policies (but the amount of the deductible plus insurance proceeds shall not exceed the lesser of # the cost of repair or # the Purchase Price and a pro rata share of the rental or business loss proceeds, if any). For the purposes of this Agreement, “Material Loss” means damage to any one Property which # ​'s insurance adjuster or construction representative reasonably estimates will exceed $1,000,000.00 to repair or which materially and adversely affects permanent access to the Property (provided, however, in no event shall any casualty that results in the termination of that certain Roadway Lease dated December 29, 2005 between ​ and Commonwealth Edison Company, as amended, (the “Roadway Lease”) or otherwise restricts, terminates, modifies or affects in any way the use of the premises thereunder be considered a Material Loss), or # gives any one tenant that occupies in excess of twenty-five percent (25%) of the aggregate square footage of the affected Property or Properties the unconditional right to terminate its Lease.

Article # Technology Transfer 15