No Implied Licenses. Except as expressly set forth in this Agreement, neither Party will be deemed by estoppel or implication to have granted the other Party any license or other right to any Intellectual Property Rights of such Party or its Affiliates.

No Implied Licenses. Denali acknowledges that the licenses granted under this Article 3 are limited to the scope expressly granted, and all other rights under all Patents, Know-How and all other intellectual property rights owned or Controlled by ​ are expressly reserved. Where a license granted by one Party to the other Party under this Article 3 is for a particular purpose or with respect to a particular product, the granting Party retains all of its rights with respect to those intellectual property rights for those purposes not expressly licensed under this Agreement.

No Implied Rights. 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, Abmuno retains sole and exclusive ownership of all rights, title and interests in and to the Licensed IP.

No Implied Duties. Notwithstanding any provision to the contrary contained elsewhere in this Agreement, Agent shall not have any covenants, duties, responsibilities or obligations, except those expressly set forth in this Agreement, and no implied covenants, functions, responsibilities, duties, or obligations shall be read into this Agreement or otherwise exist against Agent. Agent may execute any of its rights granted to it as Agent under this Section 4 by or through agents, employees or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney-in-fact that Agent selects in the exercise of such rights granted to Agent under this Section 4.

No Implied Waiver. Any failure by either party to enforce any of the terms and provisions of this Agreement shall not be considered a continuing waiver of that party's right thereafter to enforce such terms and provisions. No provision of this Agreement shall be deemed waived unless such waiver is in writing signed by both parties.

No Other Licenses. For a period of ​ after the Effective date, Merck will not grant any further licenses to any Third Party under the Compound Patent Rights and the Merck Know-How, to Develop, make, have made, use, import, export, Commercialize, sell, offer for sale, or market the Licensed Compound or the Licensed Product for acceleration or promotion of healing of wounds (including chronic wounds), the prevention or reduction of scarring, or the treatment or prevention of fibrotic disorders; in the Territory. Neither Party grants to the other Party any rights or licenses in or to any intellectual property, whether by implication, estoppel, or otherwise, other than the license rights that are expressly granted under this Agreement.

Licenses. Each Borrower has all licenses, permits, and franchises necessary for the conduct of its business which violation or failure could reasonably be expected to have a Material Adverse Effect.

Licenses. Graphite is hereby granted a non-transferable, non-exclusive, world-wide, fully paid-up, royalty-free, perpetual, irrevocable license to any and all portions of WuXi ATU Property or Improvements that are incorporated or embedded in any Deliverable to the extent necessary to allow full use of such Deliverable by Graphite, provided that Graphite is not granted a license or right to any WuXi ATU test methods or reagents (e.g. cell lines, controls) used in such methods that are licensed or owned by Wuxi ATU.

Licenses. Keep each License affecting any Collateral (including the manufacture, distribution or disposition of Inventory) of Borrowers in full force and effect; promptly notify Agent of any proposed material modification to any such License, or entry into any new License, in each case no more than 30 days after its effective date; and pay all Royalties when due, except if the failure to do so could not reasonably be expected to have a Material Adverse Effect; and notify Agent of any material default or breach asserted by any Person to have occurred under any License.

Licenses. For avoidance of doubt, the Parties agree that Primary shall, and shall ensure that all of their respective Affiliates, include in all of their respective license and other agreements with Primary Sublicensees concerning the grant of rights thereto rendering such Third Party a Primary Sublicensee an obligation for such Primary Sublicensee to account for and report its sales of Primary Royalty Products on a basis reasonably sufficient to enable Primary to pay the amounts due under this Agreement and satisfy their related reporting obligations hereunder.