Licensor. Licensor represents and warrants that # it is the owner of the Licensed Patents or has the right to sublicense the Licensed Patents; # Licensor has the right and authority to enter into this Agreement; and # to its knowledge, there are no threatened or pending claims of Third Parties that would call into question the right of Licensor to grant to Licensee the rights granted hereunder;

EXCEPT AS SPECIFICALLY SET FORTH IN SECTION 11.1, LICENSEE UNDERSTANDS AND AGREES THAT LICENSOR MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, AS TO THE LICENSED PRODUCTS OR LICENSED SERVICES, OR AS TO THE OPERABILITY OR FITNESS FOR ANY USE OR PARTICULAR PURPOSE, MERCHANTABILITY, SAFETY, EFFICACY, APPROVABILITY BY REGULATORY AUTHORITIES, TIME AND COST OF DEVELOPMENT, PATENTABILITY, AND/OR BREADTH OF PATENT RIGHTS. ​

Except for the rights, if any, of the Government as set forth in [Section 11.2], Licensor represents and warrants to Licensee that to the knowledge of Licensor’s designated office for technology commercialization # Licensor is the owner or exclusive agent of the entire right, title, and interest in and to Patent Rights (including the right, title and interest of any joint owner identified in Section 1 of the Agreement), # Licensor has the right and authority to grant licenses hereunder, and # Licensor has not knowingly granted and will not knowingly grant licenses or other rights under the Patent Rights that are in conflict with the terms and conditions in the Agreement.

By Licensor. Licensor shall defend, indemnify and hold harmless Licensee and its affiliates, directors, officers, shareholders, employees, representatives and agents from and against any and all claims, judgments, liabilities, damages, penalties, losses or expenses (including, without limitation, amounts paid in settlement, attorney’s fees, court costs and other legal expenses) arising out of or relating solely to a third-party claim that the use by Licensee of the Licensed Property in strict accordance with the terms of this Agreement violates the rights of such third party.

By Licensor. Licensor represents and warrants to Licensee that it has the full right, power and authority to grant the rights herein granted to Licensee, including the right to license the Licensed Property in the Licensed Territory. Except as expressly set forth herein, Licensor makes no representations or warranties as to the Licensed Property.

By Licensor. Licensor shall have the right to terminate this Agreement upon ​ written notice to Licensee, referring to this Section 12.2 (b) (i), in the event of non-payment by Licensee of ​ during a calendar year; # in the event Licensee challenges any of the Licensed Patents, including by alleging before a competent Court the invalidity of the Licensed Patents or by initiating any interference with respect thereto, provided that any such challenge is not terminated with prejudice within ​; # in the event ​.

Licensor Undertaking. Licensor undertakes to Licensee that it will, with effect from and including the Effective Date, discharge all of its obligations under the MLA arising or falling due on or after the Effective Date and otherwise observe and perform all the provisions of the MLA, as if Licensor had been a party to the MLA in place of YRA, and the obligations of YRA had been owed by Licensor in place of YRA, with effect from and including the Effective Date.

Licensor, at its option, may immediately terminate the Agreement, or any part of Patent Rights, or any part of Field, or any part of Territory, or the exclusive nature of the license grant, upon delivery of written notice to Licensee of Licensor’s decision to terminate, if any of the following occur:

Indemnification of Licensor. Licensee shall indemnify and hold harmless each of Licensor, its Affiliates and the directors, officers, shareholders and employees of such entities and the successors and assigns of any of the foregoing (the “Licensor Indemnitees”), from and against any and all liabilities, damages, penalties, fines, costs, expenses (including, reasonable attorneys’ fees and other expenses of litigation) (“Liabilities”) from any claims, actions, suits or proceedings brought by a Third Party (a “Third Party Claim”) incurred by any Licensor Indemnitee, arising from, or occurring as a result of: # the Development, Manufacturing, Commercialization or other Use of any Compounds and Product by Licensee, its Affiliates or Sublicensees in the Licensee Territory or otherwise pursuant to this Agreement, including any products liability claim arising therefrom; # any Clinical Studies sponsored by or on behalf of Licensee in the Licensee Territory (other than Post-Approval Marketing Studies sponsored by Licensor in the Licensee Territory in accordance with Article 4.1(b)), including any products liability claim arising therefrom, # the gross negligence or wrongful intentional acts or omissions of Licensee, its Affiliates, subcontractors or Sublicensees; # breach by Licensee of any representation, warranty, obligation or covenant as set forth in this Agreement, or # the practice by Licensee of the Licensee Technology outside the scope of the licenses granted to Licensee as set forth in this Agreement; except, in each case (a), (b), (c) and (d), to the extent such Third Party Claims arises from the circumstances for which Licensor shall indemnify Licensee Indemnities pursuant to Article 15.2.

Licensor Materials Disclaimer. Licensee stipulates that compounds, reagents, and other Licensor Materials supplied by Licensor hereunder are experimental in nature, were not Manufactured in accordance with GMP, and are provided as is, without any warranties as to merchantability or fitness for a particular purpose. Licensee further stipulates that all of such Licensor Materials’ properties or characteristics are not known, and Licensee agrees that it will use such Licensor Materials with reasonable care and in accordance with all of Licensor’s written instructions. Licensee will assume responsibility for any Losses or injuries incurred by it or its Affiliates or Sublicensees through use of such Licensor Materials, subject to [Section 11.2] (Indemnification by Licensor).