Representations and Warranties by Licensee. Licensee represents and warrants it has the necessary skills, resources, experience, and ability to perform the activities contemplated hereunder in a professional, timely, and competent manner in accordance with the generally applicable industry standards and all applicable Laws, and that it will do so.

Representations and Warranties by Licensee. Licensee represents and warrants to Licensor as of the Effective Date that:

Representations and Warranties of Licensee. Licensee hereby represents warrants and covenants that:

Licensee Liability. Notwithstanding any sublicense agreement, [[Organization A:Organization]] shall remain primarily liable to [[Agenus:Organization]] for all of [[Organization A:Organization]]’s duties and obligations contained in 36165924.6

Licensee Improvements. Licensee shall promptly inform Bioeq in writing of any Licensee Improvements promptly after such Licensee Improvements are developed or reduced to practice. Licensee hereby grants to Bioeq during the term of this Agreement (and, subject to [Section 15.3.4], after termination Confidential

Licensee Inventions. For clarity, Licensee shall have the sole right to control the filing, prosecution, and maintenance of Patent Rights claiming or covering the Licensee Inventions (including the Licensee Improvements).

Licensee Improvements. The license granted by Licensee pursuant to [Section 9.2.2] shall be extended to also include the Development, Manufacture, sale, import or other Commercialization of Licensed Products in the Field in the Territory, and, unless this Agreement is terminated by Bioeq pursuant to pursuant to [Sections 15.2.1, 15.2.2, 15.2.3, 15.2.4, 15.2.8 or 15.2.9]9]9]9], or by Licensee pursuant to [Section 15.2.5] (in ​), such license shall thereafter be royalty-bearing on Bioeq on Net Sales (applied mutatis mutandis as if Bioeq were Licensee, and additionally applying to sales by sublicensees of Bioeq) by Bioeq, its Affiliates, and its sublicensees of Licensed Products in the Field in the Territory which have ​ Licensee Improvement, at ​.

Licensee Patents. Licensee shall have the first right, but not the obligation, to prosecute and maintain Licensee Patents in the Territory and the Verrica Territory, using counsel of its own choice, at Licensee’s sole expense. Licensee shall keep Verrica reasonably informed of progress with regard to the prosecution and maintenance of any such Patents. In addition, Licensee shall promptly provide Verrica with drafts of all proposed substantive filings and correspondence to any patent authority to the extent related to any such Patents for Verrica’s review and comment prior to the submission of such proposed filings and correspondence. Licensee shall consider in good faith Verrica’s comments related to such Patents prior to submitting such filings and correspondence, provided that Verrica provides such comments to Licensee within ​ (or a shorter period reasonably designated by Licensee if ​ is not practicable given the filing deadline) of receiving the draft filings and correspondence from Licensee. In the event that Licensee seeks to abandon or cease the prosecution or maintenance of any Licensee Patent, Licensee shall provide reasonable prior written notice to Verrica of such intention to abandon or cease such prosecution or maintenance (which notice shall be given no later than ​ prior to the next deadline for any action that must be taken with respect to any such Licensee Patent with the patent office). In such case, at Verrica’s sole discretion, upon written notice to Licensee from Verrica, Verrica may elect to continue the prosecution and maintenance of any such Licensee Patent, at Verrica’s sole cost and expense and by counsel of its own choice.

Licensee Patents. As between the Parties, Licensee has the first right to bring and control any legal action to enforce any Licensee Patents against any Infringement inside and outside of the Territory, at its own expense as it reasonably determines appropriate, and Licensee shall consider in good faith the interests of Verrica in such enforcement of any such Patents. If Licensee or its designee fails to file an action to abate any Infringement inside or outside the Territory within ​ after a written request from Verrica to do so, or if Licensee discontinues the prosecution of any such action after filing without abating such Infringement, then Verrica may enforce any Licensee Patents against the relevant Infringement inside or outside of the Territory, as applicable, at its own expense as it reasonably determines appropriate, provided Licensee does not provide reasonable rationale for not doing so (including a substantive concern regarding counter-claims by the infringing Third Party).

By Licensee. Licensee shall and hereby does save, defend and hold Verrica and its Affiliates and their respective directors, officers, employees and agents (each, a “Verrica Indemnitee”) harmless from and against any and all claims, suits, actions, demands, liabilities, expenses and loss, including reasonable legal expense and attorneys’ fees (collectively, “Losses”) to which any Verrica Indemnitee may become subject as a result of any claim, demand, action or other proceeding by any Third Party to the extent such Losses arise directly or indirectly out of: # the practice by Licensee or any of its Affiliates or Sublicensees of the License; # the research, development, manufacture, use, marketing, promotion, distribution, handling, storage, sale or other disposition of Product by or on behalf of Licensee or any of its Affiliates or Sublicensees; # the breach by Licensee of any provision of this Agreement; or # the negligence or willful misconduct of any Licensee Indemnitee; except, in each case, to the extent such Losses result from the negligence or willful misconduct of any Verrica Indemnitee or the breach by Verrica of any provision of this Agreement.