Third Parties. Nothing in this Agreement, whether express or implied, is intended to: # confer any benefits, rights or remedies under or by reason of this Agreement on any persons other than the express parties to it and their respective permitted successors and assigns; # relieve or discharge the obligation or liability of any person not an express party to this Agreement; or # give any person not an express party to this Agreement any right of subrogation or action against any party to this Agreement.

Notwithstanding any term of any Finance Document, the consent of any person who is not a Party is not required to rescind or vary this Agreement at any time.

Payment to Third Parties. If payment of the Per Share Merger Consideration in respect of a Company Stockholder is to be made to a recipient other than the Person in whose name shares of Company Common Stock (including shares of Company Common Stock resulting from the Preferred Stock Conversion) are registered, it shall be a condition of payment that the Person requesting such payment must provide funds for payment of any transfer or other Taxes required by reason of the payment to a Person other than the registered holder of such securities or establish to the satisfaction of BRPA that the Tax has been paid or is not applicable.

Disclosure to Third Parties. Notwithstanding the provisions of Section 6.2, each Party may disclose Confidential Information belonging to the other Party to the extent such disclosure is reasonably necessary:

Reliance by Third Parties. Any Person dealing with the Company, other than a Unitholder, may rely on the authority of the Board (or any Officer authorized by the Board) in taking any action in the name of the Company without inquiry into the provisions of this Agreement or compliance herewith, regardless of whether that action actually is taken in accordance with the provisions of this Agreement. Every agreement, instrument or document executed by the Board (or any Officer authorized by the Board) in the name of the Company with respect to any business or property of the Company shall be conclusive evidence in favor of any Person relying thereon or claiming thereunder that # at the time of the execution or delivery thereof, this Agreement was in full force and effect, # such agreement, instrument or document was duly executed according to this Agreement and is binding upon the Company and # the Board or such Officer was duly authorized and empowered to execute and deliver such agreement, instrument or document for and on behalf of the Company.

Rights of Third Parties. Except for the provisions of ARTICLE 3, which are intended to be enforceable by the Persons respectively referred to therein, nothing expressed or implied in this Agreement is intended or shall be construed to confer upon or give any Person, other than the Parties, any right or remedies under or by reason of this Agreement.

If, during the term of this Agreement, any Party learns of any actual, alleged or threatened infringement by a third party of any Rights, such Party shall promptly notify the other Party and shall provide such other Party with available information about such alleged potential infringement.

Infringement by Third Parties. Assignee shall have the sole right to bring and control any action or proceeding with respect to infringement of any Patent Rights, at its own expense and by counsel of its own choice. Each party shall promptly notify the other party in writing of any allegation by a Third Party that the activity of either of the parties pursuant to this Agreement infringes or may infringe the intellectual property rights of such Third Party.

No Benefit to Third Parties. Except as provided in Article 11, the covenants and agreements set forth in this Agreement are for the sole benefit of the Parties hereto and their successors and permitted assigns, and they shall not be construed as conferring any rights on any other Persons.

Infringement Claims by Third Parties. If the Manufacture, use or Commercialization of a Licensed Compound or Licensed Product in the Territory pursuant to this Agreement results in, or may result in, any Deductible IP Litigation by a Third Party alleging patent infringement by [[Organization A:Organization]] (or its Affiliates or Sublicensees), [[Organization A:Organization]] shall promptly notify ​ thereof in writing. [[Organization A:Organization]] shall have the first right, but not the obligation, to defend and control the defense of any such Deductible IP Litigation at its own expense (but subject to deduction as provided below), using counsel of its own choice. ​ may participate in any such Deductible IP Litigation with counsel of its choice at its own expense. Without limitation of the foregoing, where it is reasonably necessary for ​ to join as a party to any such action, ​ shall execute all papers and perform such acts as shall be reasonably required at [[Organization A:Organization]]’s expense. If [[Organization A:Organization]] elects (in a written communication submitted to ​ within a reasonable amount of time after notice of the alleged patent infringement) not to defend or control the defense of, or otherwise fails to initiate and maintain the defense of, any such Deductible IP Litigation, within such time periods so that ​ is not prejudiced by any delays, ​ may conduct and control the defense of any such Deductible IP Litigation at its own expense. Each Party shall keep the other Party reasonably informed of all material developments in connection with any such Deductible IP Litigation. Each Party agrees to provide the other Party with copies of all pleadings filed in such Deductible IP Litigation and to CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[...​...]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.