Warranty and Freedom to Contract. Stockholder represents and warrants that # it is validly existing and in good standing under the Laws of its jurisdiction of formation, # it has all requisite corporate or other entity power and authority to execute and deliver this Agreement and # the execution and delivery by the Stockholder of this Agreement and the performance by the Stockholder of this Agreement have been duly authorized by all necessary corporate or other entity action by the Stockholder. This Agreement has been duly executed and delivered by the Stockholder. This Agreement constitutes the valid and binding obligation of the Stockholder enforceable against the undersigned, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors' rights generally and by general equitable principles. Stockholder represents and warrants that neither the execution and delivery nor the performance of this Agreement will violate any provision of any contract to which Stockholder’s assets or Stockholder are or may be bound and neither compliance with such agreement or such obligation would impair Stockholder’s ability to perform Stockholder’s obligations under this Agreement.

Freedom to Approve Acquisitions, Etc. The grant of Awards shall in no way affect the right of the Company to effect a Change in Control or a Business Combination or to otherwise adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets; the Board and the Company shall incur no liability to Participants by approving or effecting such a transaction.

Freedom to Approve Acquisitions, Etc. The grant of Awards shall in no way affect the right of the Company to effect a Change in Control or a Business Combination or to otherwise adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets; the Board and the Company shall incur no liability to Participants by approving or effecting such a transaction.

Freedom-to-operate. No legal opinion concerning or with respect to any third party intellectual property rights relating to the [[Unknown Identifier]] Biosimilar Products, including any freedom-to-operate, product clearance, patentability or right-to-use opinion, has been delivered to Seller or, to the Knowledge of Seller, to [[Organization A:Organization]]. To the Knowledge of Seller, There is no patent owned or exclusively controlled by a third party which [[Organization A:Organization]] does not have the right to use and that would be infringed by [[Organization A:Organization]]’s sale of the [[Unknown Identifier]] Biosimilar Products.

Executive warrants that he is under no disability that would prevent Executive from entering into this Employment Agreement and from complying with all of its provisions to their fullest extent. If Executive is enjoined or otherwise prevented by judicial or administrative determination from complying with the terms of this Employment Agreement, then Employer may terminate this Employment Agreement and Executive's employment immediately without incurring any future liability, and for purposes of [Section 9] such termination will be for Cause.

Freedom to Work for Others. Except as expressly provided herein, nothing in this Agreement shall preclude MDBI or its service providers from consulting for or being employed by any other person or entity, provided that # such other service does not conflict with MDBI’s or its service providers obligations to the Company, # MDBI devotes to the Company the time reasonably required to provide the Services to the Company contemplated in this Agreement, and # MDBI discloses all potential conflicts of interest promptly for consideration by the Company.

Freedom to License . Starting ​ months prior to the scheduled expiration of this Agreement, or in the event of # the receipt of notice from the Licensee that it does not intend to renew the License Agreement in its entirety or with respect to a specific category of Product or jurisdiction; # default by Licensee that THL reasonably believes could lead to a termination of the License in whole or in part; # termination of the License in its entirety or with respect to a specific category of Product, or jurisdiction; or # the receipt by THL of a notice from Licensee requesting the termination of the License in its entirety or with respect to a specific category of Product or jurisdiction, THL shall be free to use, or license to others the right to use, the Trademark in connection with the manufacture, sale, distribution and promotion of # all products in the Territory; # all products in the affected jurisdiction or # the affected category of product in the Territory, as the case may be; provided, however, that no shipments of Products under the Trademark produced by or on behalf of THL or pursuant to any such new license will be permitted prior to the termination or expiration of the License with respect to the applicable category of Product or jurisdiction.

Academic Freedom. Baylor shall retain, and Cell Medica acknowledges that Baylor shall retain complete academic freedom including, without limitation, all rights and freedom, in its sole discretion, # to direct and control its activities CONFIDENTIAL

Freedom to License. CKI shall be free to license to others the use of the Licensed Mark in connection with the manufacture, sale, distribution and promotion of Licensed Products in the Territory upon termination or expiration of this Agreement, and at any time to enter into discussions and negotiations and agreements applicable thereto, provided only that no shipment of Licensed Products to retail accounts doors (for sale to consumers) (except to warehouses prior to door delivery is permitted) and no publication of institutional or consumer advertising of the Licensed Products pursuant to any such new license will be permitted prior to ​.

Freedom to Approve Acquisitions, Etc. The grant of Awards shall in no way affect the right of the Company to effect a Change in Control or a Business Combination or to otherwise adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets; the Board and the Company shall incur no liability to Participants by approving or effecting such a transaction.