Upon commencing operation of the Licensed System and for the remainder of the Term, and at Licensee’s sole expense, # Licensee shall obtain and maintain for itself customary commercial general liability insurance, covering bodily injury and property damage, written on an occurrence basis by a ​ or companies authorized to do business in the State of California, # Licensor Parties shall be named additional insureds by endorsement on such policy, # the policy and the additional insured coverage for Licensor Parties shall be endorsed to be primary and non-contributory with any insurance maintained by Licensor Parties and must provide additional insured status for Licensor Parties during the entire period, and # upon the written request of Licensor, Licensee will provide Licensor with evidence of such insurance.

Commercializing Party shall provide such assistance as may be reasonably necessary or useful for Licensor to continue the Commercialization of the Products following such transition, including at Licensor’s written request assigning to Licensor or its designee all then-existing agreements or arrangements between Commercializing Party or its sublicensees and any Third Party subcontractor for the Commercialization of the Products. To the extent that any such agreement or arrangement with a Third Party subcontractor is not assignable to Licensor or its designee (whether by such agreement’s terms or because such agreement or arrangement does not relate specifically to the Products) but is reasonably necessary or useful for Licensor to continue the Commercialization of the Products, Commercializing Party shall reasonably cooperate with Licensor to negotiate for the continuation of such services from such subcontractor for Licensor for a reasonable period until Licensor establishes an alternate source of such services.

If, for any calendar quarter following a Hostile Takeover, the total amount of royalties paid to Licensor pursuant to the Technology License Agreement is lower than the amount of royalties paid to Licensor during the same calendar quarter of the prior year, Licensor shall have the immediate, unilateral right to terminate the Technology License Agreement and also terminate or cancel any license and or sublicense previously granted by [[Organization A:Organization]] pursuant to the Technology License Agreement. Alternatively, Licensor may elect in the exercise of Licensor’s sole discretion at any time thereafter upon written notice to [[Organization A:Organization]], to convert the license previously granted to [[Organization A:Organization]] from exclusive to nonexclusive pursuant to such further conditions as may be reasonably required by Licensor. If Licensor exercises the right to terminate the Technology License Agreement or convert the license to nonexclusive following a Hostile Takeover, [[Organization A:Organization]] agrees to transfer promptly to Licensor without payment of further consideration by Licensor all of [[Organization A:Organization]]’s right, title and interest in “Patent Properties.” In such case, Licensor shall also retain the rights to access and use Information specified in Section Four, Item 2, without regard to whether the termination occurs within the first five (5) calendar years and without payment of consideration by Licensor to [[Organization A:Organization]] upon such termination.

Licensee acknowledges that Licensor has not advised Licensee as to the legality and/or feasibility of its business and/or marketing methods. Licensee further acknowledges that Licensor has provided no accounting, financial, legal or tax advice to Licensee relating to the software or other services to be provided by Licensor.

3.4Accounting Standards. Licensee shall provide Licensor with a statement of royalties due Licensor under this Agreement quarterly (as that term is defined in Paragraph 3.3) on or before the Due Date, setting forth the amount due to Licensor for the period and, in reasonable detail, the factual basis for calculating the amount.

the Agreement will constitute a legal, valid and binding agreement of the Licensor and will be enforceable against the Licensor in accordance with its terms upon its execution;

BY LICENSOR: ​

Corporation acknowledges and agrees that Licensor is the owner of all right, title, and interest in and to the Licensed Marks, and all such right, title and interest shall remain with the Licensor. Corporation shall not contest, dispute, challenge, oppose or seek to cancel Licensor’s right, title, and interest in and to the Licensed Marks.

Licensor hereby agrees and acknowledges that:

[Settled Payments to Licensor for FUGAN]