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.

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

This Amendment No. 1 (this “Amendment”) is effective as of ​ (the “Amendment Effective Date”) by and between Alector, Inc., a Delaware corporation (“Licensor”), and AbbVie Biotechnology Ltd. (“AbbVie”). Licensor and AbbVie are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

If the Licensee fails to make any payment due to the Licensor under this Agreement, without prejudice to any other right or remedy available to the Licensor, the Licensor may charge interest (both before and after any judgement) on the amount outstanding, on a daily basis at the rate of ​ above the London Interbank Offer Rate from time to time in force. That interest will be calculated from the date upon which payment was due to the actual date of payment, both dates inclusive.

In all cases where the Licensee makes promotion material involving the Trademarks, the production cost of such material thereof shall be borne by the Licensee. All copyrights or other intellectual property rights of such material concerning the Trademarks thereto shall be the sole and exclusive property of the Licensor whether developed by the Licensor or the Licensee. The Licensee agrees not to advertise or publicize any of the Trademarks on radio, television, papers, magazines, Internet or otherwise without prior written consent of the Licensor.

Upstream License, Axsome may share any such reports with the relevant Upstream Licensor.

Licensor has the power and authority to grant to Licensee such a license.

Licensor represents, warrants, and undertakes to Licensee that as of the Effective Date:

is subject to a License Agreement or other agreement that limits, conditions or restricts any Loan Party's or ​'s right to sell or otherwise dispose of such Inventory, unless ​ is a party to a Licensor/​ Agreement with the Licensor under such License Agreement; or

Licensor hereby grants to Corporation, and Corporation hereby accepts from Licensor, a perpetual, non-exclusive, royalty-free right and license to use the Licensed Mark solely at its facilities located at Chirnside Park Shopping Mall and Point Cook Shopping Mall and such other facilities that may be opened by the Corporation.

an obligation on the part of Licensor to furnish any manufacturing or technical information;