Confirmatory Patent License. UroGen shall, if requested to do so by Allergan, promptly enter into confirmatory license agreements in such form as may be reasonably requested by Allergan for purposes of recording the licenses granted to Allergan under this Agreement with such patent offices in the Territory as Allergan considers appropriate. Until the execution of any such confirmatory licenses, so far as may be legally possible, UroGen and Allergan shall have the same rights in respect of the UroGen Patents and be under the same obligations to each other in all respects as if the said confirmatory licenses had been executed.

Grant of License. SDS, subject to the terms and limitations of the Three-Way Agreement, hereby grants to Chembio, and Chembio hereby accepts from SDS, without acknowledging or agreeing to its necessity with respect to the HIV Barrel Product, a perpetual, non-exclusive, transferable, sub-licensable license (the "License") to the SDS Patents, as that term is defined in the Three-Way Agreement. Within three business days after the Execution Date of this Agreement, Chembio shall pay to SDS the sum of $400,000 as consideration for grant of the License as set forth in this Section 1.

“Contract” means any written or oral contract, lease, license, evidence of indebtedness, mortgage, indenture, purchase order, note, bond, instrument, sublease, binding bid, letter of credit, security agreement, commitment, obligation, undertaking or other agreement, whether express or implied, that is legally binding.

No Implied Rights; Express Reservation of Rights Not Licensed. Nothing contained in this Agreement confers or will be construed to confer any rights or licenses by implication, estoppel or otherwise, in, to or under any intellectual property rights, other than the rights and licenses expressly granted in this Agreement. All rights not expressly granted by a Party under this Agreement are reserved to such Party. Without limitation, as between the Parties, subject to the licenses granted by WuXi to Arcus under this Agreement, WuXi retains sole and exclusive ownership of all rights, title and interests in and to the Licensed IP.

Section # No Implied Licenses or Rights 14

No Rights. Nothing in this Agreement shall be construed to grant to the Consultant any express or implied option, license or other rights, title or interest in or to the Confidential Information of the Developments, or obligate either party to enter into any agreement granting any such right. If the Consultant acquires any right, title or interest in any Confidential Information or any Developments, the Consultant hereby irrevocably assigns all such rights, title and interests exclusively to the Company.

Service Provider represents and warrants that it owns all rights, title and interest in and to the Facility IP (excluding Third-Party IP as provided in Section 10 below) or has the right to license Facility IP to Owners. Service Provider makes no representation whatsoever (and none is to be implied or relied upon by Owners) as to the sufficiency or accuracy of the Facility IP, the ability of Owners to use the Facility IP for its intended purpose, or the results to be obtained from such use, and Service Provider expressly disclaims any and all warranties associated with the Facility IP, including any implied warranty of fitness for a particular purpose or merchantability, and any warranty (express or implied) of title, non‑infringement, quality, usefulness, commercial utility, adequacy, compliance with any Law, domestic or foreign. For avoidance of doubt, the Facility IP is provided “as is,” and with all faults.

Amendment No. 2 to ​’s K Software Enterprise License Agreement and Amendment No. 3 to ​’s Kdb Software OEM Enterprise License Agreement, effective March 11, 2007(“Amendment No. 3”).

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