Disclaimers. AB WARRANTS THAT IT HAS THE RIGHT TO SELL THE PRODUCTS. EXCEPT AS EXPRESSLY SET FORTH HEREIN AND IN THE STANDARD TERMS, AB MAKES NO WARRANTIES, EXPRESS OR IMPLIED, TO JUPITER WITH RESPECT TO THE PRODUCT, PRODUCT INFORMATION, ORDERING INFORMATION AND THE IP AND HEREBY DISCLAIMS ALL IMPLIED AND EXPRESSED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OR ANY IMPLIED WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE OR DEALING.

Disclaimers. Neither GSC nor any of their researchers, officers, employees, directors, or agents assume any responsibility for the manufacture, product specifications, sale or use of the Product which are manufactured for the ​ or sold by ​.

Disclaimers. Without limiting the respective rights and obligations of the Parties expressly set forth herein, each Party specifically disclaims any guarantee that any Products will be successful, in whole or in part. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, GSK MAKES NO REPRESENTATIONS AND EXTEND NO WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO ANY TRANSFERRED KNOW-HOW, LICENSED PATENTS, DEVELOPMENT IP, COMPOUNDS, PRODUCTS, PATENT RIGHTS OR KNOW-HOW, INCLUDING WARRANTIES OF VALIDITY OR ENFORCEABILITY OF ANY RIGHTS, TITLE, QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, PERFORMANCE, AND NONINFRINGEMENT OF ANY THIRD PARTY PATENTS OR OTHER INTELLECTUAL PROPERTY RIGHTS.

Licensee acknowledges that Licensor has set its fees and entered into this License Agreement in reliance upon the limitations of liability and the disclaimers of warranties and damages set forth herein, and that such limitations are an essential basis of the bargain between the parties.

Indemnification by Licensor. Licensor shall indemnify, defend, and hold harmless Commercializing Party and its Affiliates, and each of Commercializing Party’s and its Affiliates’ respective officers, directors, employees, agents, successors, and assigns (each, a “Commercializing Party Indemnified Party”) from and against all Losses arising out of or resulting from any Indemnified Claim relating to: # any breach by Licensor of any representation, warranty, covenant, or obligation under this Agreement; or # the gross negligence or willful misconduct, or any failure to comply with applicable Law, of any employee, agent, or independent contractor of Licensor or any of its subcontractors in connection with this Agreement, except in each case to the extent any such Losses are covered by Commercializing Party’s indemnification obligations under Section 8.1.

Consent of Licensor. Licensor hereby consents to the Assignment, and, with effect from the Effective Date, Licensor also undertakes to perform the Existing Agreement and to be bound by its terms in every way as if New Licensee were a party to the Existing Agreement in lieu of Former Licensee.

Disclaimers by Beneficiaries A Beneficiary entitled to a distribution of all or a portion of a deceased Participant’s vested Account may disclaim an interest therein subject to the Plan Rules

Claims and disclaimers

6.1Right to Grant License. Licensor represents and warrants that Licensor has the right and authority to grant the licenses granted to Licensee in this Agreement and that this Agreement and the licenses granted in this Agreement do not and will not conflict with the terms of any agreement to which Licensor is a party.

The Licensee will pay the following consideration to the Licensor:

2.3Marketing. During the Term of this Agreement, Licensee shall affix to Licensed Products a statement in substantially the form: "U.S. Patent Nos. ​." The Licensee shall provide Licensor with the samples of its Licensed Products evidencing proper marking as required hereunder. From time to time, and within a reasonable time after written notice from Licensor, Licensor shall have the right to inspect Licensee's Licensed Products to determine if Licensee is marking in accordance with this paragraph.

Provided that Licensor complies with the confidentiality and disclosure provisions of this Agreement, Licensor may disclose Electronic Communications if so required by law or in the good faith belief that such disclosure is reasonably necessary to: # comply with legal, judicial or other governmental process; # enforce this Agreement and/or these TOS; # respond to claims that any Electronic Communication violates the rights of third parties; or # protect the rights, property, or personal security of Licensor, its customers, or others.

Licensee shall, upon reasonable request by Licensor, submit to Licensor samples of Products and product packaging and representative samples of all publicly distributed materials bearing the Licensed Trademarks or product packaging which are then currently sold or distributed, or pending sale or distribution by Licensee.

Ownership; Improvements. As between the Parties, Licensor will solely own all right, title, and interest in and to the Licensed Protocol, the Kaufmann Name and the Kauffman Intellectual Property. As between the Parties, Licensor will solely own all right, title, and interest in and to all Improvements regardless of inventorship, authorship, or other origination; provided that all Improvements will be included in the license granted to Commercializing Party under [Section 2.1]. If any employee, agent, or independent contractor of Commercializing Party makes any Improvement, whether solely or jointly with Licensor, Commercializing Party hereby transfers and assigns to Licensor, without additional consideration, all of its right, title, and interest in and to such Improvement.

At the request and expense of the Party controlling an Action pursuant to [Section 5.3(b)], the other Party shall provide reasonable assistance and cooperation in connection therewith. The controlling Party shall keep the other Party reasonably informed of the status of any such Action and, to the extent deemed necessary or advisable by the Parties’ counsel, the Parties shall enter into a common interest agreement wherein the Parties agree to their shared, mutual interest such Action’s outcome. If Licensor is required under Law to join any Action initiated by Commercializing Party or if the failure of Licensor to become a party to such Action would risk dismissal thereof, Licensor shall execute all documents and perform such other acts as may be reasonably required to permit the Action to be initiated or conducted (including initiating an Action before a court or tribunal at Commercializing Party’s request or permitting Commercializing Party to initiate an Action in the name of itself and Licensor; provided that, for the avoidance of doubt, except as otherwise agreed in writing by the Parties, the Licensed Protocol, the Kaufmann Name and the Kauffman Intellectual Property, including any Improvements, will remain Controlled by Licensor for all purposes under this Agreement. Commercializing Party shall reimburse Licensor for its reasonable expenses relating to its joining and participation in any such Action. If Licensor is required to be joined as a party in any Action initiated by Commercializing Party, then upon Commercializing Party’s written request, Licensor shall waive any objection to such joinder on the grounds of personal jurisdiction, venue, or forum non conveniens.

Licensee has the option to host their static corporate website at Licensor's facility. Licensee will have full access to update and modify the corporate website hosted at Licensor's facility. If, on Licensee's behalf, Licensor performs modifications to the website, Licensee must take care not to damage or overwrite the work performed by the Licensor. In the event that Licensor's work is damaged or overwritten by the Licensee, Licensor reserves the right to bill for restoration of the damaged or overwritten portions.

As consideration for cancellation of the License Agreement and for the return to Licensor of the Licensed Intellectual Property and other property and assets described in paragraphs 2, 3 and 4 hereof, Licensor hereby agrees to waive payment by Licensee and to release Licensee from liability for payment of any and all royalties, invoices and other amounts which are otherwise currently due and payable by Licensee to Licensor for sales of ​ products for all periods through and including ​.

The Licensee further agrees to use the Trademarks only in accordance with this Agreement and shall not use such Trademarks in any way, which, in the opinion of the Licensor, is deceptive, misleading or in any way damages such Trademarks or the reputation of the Licensor.

officer, director, agent, independent contractor, associate, employee, consultant, or licensor, for any