Common use of MAS Clause in Contracts

MAS. Except as set forth on Schedule 3.1 attached hereto, MAS represents and warrants that: (a) MAS is validly existing and in good standing under the laws of the State of Texas. (b) the execution, delivery and authority to execute and deliver this Agreement has been duly authorized by all necessary action on the part of MAS. (c) MAS has the power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement. (d) as of the date of this Agreement, it is not a party to any agreement or arrangement with any third party or under any obligation or restriction, including pursuant to its Articles of Incorporation or Bylaws, which in any way limits or conflicts with its ability to fulfill any of its obligations under this Agreement. (e) it is the owner of the entire right, title, and interest in and to the MAS Technology, that it has the sole right to grant licenses thereunder, and that it has not granted, and will not grant, licenses thereunder to any other entity that would restrict the rights granted to LumiCyte hereunder. MAS also further represents that there are three (3) written agreements involving the MAS Technology and that it has delivered to LumiCyte and its counsel all three of the written agreements relating to the MAS Technology (see Exhibits A, B, and C). (f) it is the exclusive licensee of the entire right, title, and interest in and to the Baylor Technology and the Improvements, that it has the sole right to grant sublicenses thereunder, and that it has not granted, and will not grant, sublicenses thereunder to any other entity that would restrict the rights granted to LumiCyte hereunder. MAS also further represents that there are three (3) written agreements involving the Baylor Technology and Improvements and that it has delivered to LumiCyte and its counsel all three of the written agreements relating to the Baylor Technology and Improvements (see Exhibits A, B, and C). (g) to the best of its knowledge, there is no action, suit, proceeding, or investigation pending or currently threatened against MAS that questions the validity of this Agreement, the rights of MAS to the Subject Technology or the right of MAS to enter into this Agreements, or to consummate the transactions contemplated hereby. (h) on the date hereof it is not aware of any infringement of or by the Patent Rights or any claims by any other party in and to the Subject Technology. (i) it is not currently in breach of the Baylor Technology Transfer Agreement, knows of no grounds for early termination of the Baylor Technology Transfer Agreement and will not breach the Baylor Technology Transfer Agreement during the term of this Agreement. Within five (5) business days of receipt of any notice from Baylor or delivery of any notice to Baylor under the Baylor Technology Transfer Agreement, it will provide a copy of such received or delivered notice to LumiCyte. (j) except as may be expressly set forth herein, MAS hereby disclaims and negates any and all warranties, whether express or implied, with respect to the Subject Technology or any rights hereunder transferred, including but not limited to, any IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FR ANY PARTICULAR PURPOSE. Without limiting the generality of the foregoing, MAS makes no representations or warranties as to the patentability, noninfringement, use or other application of the Subject Technology, or as to the likelihood of the success of any research, development, testing, marketing or other utilization of the Subject Technology.

MAS. Except as set forth on Schedule 3.1 attached hereto, MAS represents and warrants that: (a) MAS is validly existing and in good standing under the laws of the State of Texas. (b) the execution, delivery and authority to execute and deliver this Agreement has been duly authorized by all necessary action on the part of MAS. (c) MAS has the power and authority to execute and deliver delivery this Agreement and to perform its obligations under this Agreement. (d) as of the date of this Agreement, it is not a party to any agreement or arrangement with any third party or under any obligation or restriction, including pursuant to its Articles of Incorporation or BylawsBy-Laws, which in any way limits or conflicts with its ability to fulfill any of its obligations under this Agreement. (e) it is the owner of the entire right, title, and interest in and to the MAS Technology, that it has the sole right to grant licenses thereunder, and that it has not granted, and will not grant, licenses thereunder to any other entity that would restrict the rights granted to LumiCyte IllumeSys hereunder. MAS also further represents that there are three (3) no agreements, written agreements or oral, involving the MAS Technology and that it has delivered to LumiCyte IllumeSys and its counsel all three of the written agreements relating to the MAS Technology (see Exhibits A, B, and C)Technology. (f) it is the exclusive licensee of the entire right, title, and interest in and to the Baylor Technology and the Improvements, that it has the sole right to grant sublicenses thereunder, and that it has not granted, and will not grant, sublicenses thereunder to any other entity that would restrict the rights granted to LumiCyte IllumeSys hereunder. MAS also further represents that there are three (3) no agreements, written agreements or oral, involving the Baylor Technology and Improvements or the improvements and that it has delivered to LumiCyte IllumeSys and its counsel all three of the written agreements relating to the Baylor Technology and Improvements (see Exhibits A, B, and C)the Improvements. (g) to the best of its knowledge, MAS owns or possesses sufficient legal rights to all patents, trade secrets, licenses, information, and proprietary rights and processes necessary for its business as now conducted and as proposed to be conducted without any conflict with, or infringement of the rights of others. There are no outstanding options, licenses, or agreements of any kind relating to the foregoing, nor is MAS bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trade secrets, licenses, information, and proprietary rights and processes of any other person or entity. MAS has not received any communications alleging that MAS has violated or, by conducting its business as proposed would violate, any of the patents, trade secrets, or other proprietary rights or processes of any other person or entity. MAS is not aware of any infringement, unauthorized use or other violation by a Third Party of any of MAS’s patents, licenses, trade secrets or other proprietary rights. (h) to the best of its knowledge, there is no action, suit, proceeding, or investigation pending or currently threatened against MAS that questions the validity of this Agreement, the exclusive rights of MAS to the Subject Licensed Technology or the right of MAS to enter into this AgreementsAgreement, or to consummate the transactions contemplated hereby, or that might result, either individually or in the aggregate, in any material adverse change in the assets, business, properties, prospects, or financial condition of MAS. The foregoing includes, without limitation, any action, suit, proceeding, or investigation pending or currently threatened involving the prior employment of any of MAS’s employees, their use in connection with MAS’s business of any information or techniques allegedly proprietary to any of their former employers, their obligations under any agreements with prior employers, or negotiations by MAS with potential backers of, or investors in MAS or its proposed business. MAS is not a party to or, to the best of its knowledge, named in or subject to any order, writ, injunction, judgment, or decree of any court, government agency, or instrumentality. There is no action, suit, proceeding or investigation by MAS currently pending or that MAS currently intends to initiate. (hi) on the date hereof hereof, it is not aware of any infringement of or by the Patent Rights or any claims by any other party in and to the Subject Licensed Technology. (ij) it is not currently in breach of the Baylor Technology Transfer Agreement, knows of no grounds for early termination of the Baylor Technology Transfer Agreement and will not breach the Baylor Technology Transfer Agreement during the term of this Agreement. Within five two (52) business days of receipt of any notice from Baylor or delivery of any notice to Baylor under the Baylor Technology Transfer Agreement, it will provide a copy of such received or delivered notice to LumiCyteIllumeSys. (jk) except as may be expressly set forth herein, MAS hereby disclaims and negates any and all warranties, whether express or implied, with respect to the Subject Licensed Technology or any rights hereunder transferred, including but not limited to, any IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FR FOR ANY PARTICULAR PURPOSE. Without limiting the generality of the foregoing, MAS makes no representations or warranties as to the patentability, noninfringement, use or other application of the Subject Licensed Technology, or as to the likelihood of the success of any research, development, testing, marketing or other utilization of the Subject Licensed Technology.

MAS. Except as set forth on Schedule 3.1 attached hereto, MAS represents and warrants thatwarrants: (a) MAS is validly existing and in good standing under the laws of the State of Texas. (b) the The execution, delivery and authority to execute and deliver this Agreement has been duly authorized by all necessary action on the part of MAS. (c) MAS has the power and authority to execute and deliver delivery this Agreement and to perform its obligations under this Agreement. (d) as As of the date of this Agreement, it is not a party to any agreement or arrangement with any third party or under any obligation or restriction, including pursuant to its Articles of Incorporation or BylawsBy-Laws, which in any way limits or conflicts with its ability to fulfill any of its obligations under this Agreement. (e) it It is the owner of the entire right, title, and interest in and to the MAS Technology, that it has the sole right to grant licenses thereunder, and that it has not granted, and will not grant, licenses thereunder to any other entity that would restrict the rights granted to LumiCyte CTI hereunder. MAS also further represents that there are three (3) no agreements, written agreements or oral, involving the MAS Technology and that it has delivered to LumiCyte CTI and its counsel all three of the written agreements relating to the MAS Technology (see Exhibits A, B, and C)Technology. (f) it It is the exclusive licensee of the entire right, title, and interest in and to the Baylor Technology and the Improvements, that it has the sole right to grant sublicenses thereunder, and that it has not granted, and will not grant, sublicenses thereunder to any other entity that would restrict the rights granted to LumiCyte CTI hereunder. MAS also further represents that there are three (3) no agreements, written agreements or oral, involving the Baylor Technology and or the Improvements and that it has delivered to LumiCyte CTI and its counsel all three of the written agreements relating to the Baylor Technology and Improvements (see Exhibits A, B, and C)the Improvements. (g) to To the best of its knowledge, MAS owns or possesses sufficient legal rights to all patents, trade secrets, licenses, information, and proprietary rights and processes necessary for its business as now conducted and as proposed to be conducted without any conflict with, or infringement of the rights of, others. There are no outstanding options, licenses, or agreements of any kind relating to the foregoing, nor is MAS bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trade secrets, licenses, information, and proprietary rights and processes of any other person or entity. MAS has not received any communications alleging that MAS has violated or, by conducting its business as proposed would violate, any of the patents, trade secrets, or other proprietary rights or processes of any other person or entity. MAS is not aware of any infringement, unauthorized use or other violation by a Third Party of any of MAS’s patents, licenses, trade secrets or other proprietary rights. (h) To the best of its knowledge there is no action, suit, proceeding, or investigation pending or currently threatened against MAS that questions the validity of this Agreement, the exclusive rights of MAS to the Subject Licensed Technology or the right of MAS to enter into this AgreementsAgreement, or to consummate the transactions contemplated hereby, or that might result, either individually or in the aggregate, in any material adverse change in the assets, business, properties, prospects, or financial condition of MAS. The foregoing includes, without limitation, any action, suit, proceeding, or investigation pending or currently threatened involving the prior employment of any of MAS’s employees, their use in connection with MAS’s business of any information or techniques allegedly proprietary to any of their former employers, their obligations under any agreements with prior employers, or negotiations by MAS with potential backers of, or investors in MAS or its proposed business. MAS is not a party to or, to the best of its knowledge, named in or subject to any order, writ, injunction, judgment, or decree of any court, government agency, or instrumentality. There is no action, suit, proceeding or investigation by MAS currently pending or that MAS currently intends to initiate. (hi) on On the date hereof hereof, it is not aware of any infringement of or by the Patent Rights or any claims by any other party in and to the Subject Licensed Technology. (ij) it It is not currently in breach of the Baylor Technology Transfer Agreement, knows of no grounds for early termination of the Baylor Technology Transfer Agreement and will not breach the Baylor Technology Transfer Agreement during the term of this Agreement. Within five two (52) business days of receipt of any notice from Baylor or delivery of any notice to Baylor under the Baylor Technology Transfer Agreement, it will provide a copy of such received or delivered notice to LumiCyteCTI. (jk) except Except as may be expressly set forth herein, MAS hereby disclaims and negates any and all warranties, whether express or implied, with respect to the Subject Licensed Technology or any rights hereunder transferred, including but not limited to, any IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FR FOR ANY PARTICULAR PURPOSE. Without limiting the generality of the foregoing, MAS makes no representations or warranties as to the patentability, noninfringement, use or other application of the Subject Licensed Technology, or as to the likelihood of the success of any research, development, testing, marketing or other utilization of the Subject Licensed Technology.

MAS. Except as set forth on Schedule 3.1 attached hereto, MAS represents and warrants thatwarrants: (a) MAS is validly existing and in good standing under the laws of the State of Texas. (b) the The execution, delivery and authority to execute and deliver this Agreement has been duly authorized by all necessary action on the part of MAS. (c) MAS has the power and authority to execute and deliver delivery this Agreement and to perform its obligations under this Agreement. (d) as As of the date of this Agreement, it is not a party to any agreement or arrangement with any third party or under any obligation or restriction, including pursuant to its Articles of Incorporation or BylawsBy-Laws, which in any way limits or conflicts with its ability to fulfill any of its obligations under this Agreement. (e) it It is the owner of the entire right, title, and interest in and to the MAS Technology, that it has the sole right to grant licenses thereunder, and that it has not granted, and will not grant, licenses thereunder to any other entity that would restrict the rights granted to LumiCyte CTI hereunder. MAS also further represents that there are three (3) no agreements, written agreements or oral, involving the MAS Technology and that it has delivered to LumiCyte CTI and its counsel all three of the written agreements relating to the MAS Technology (see Exhibits A, B, and C)Technology. (f) it It is the exclusive licensee of the entire right, title, and interest in and to the Baylor Technology and the Improvements, that it has the sole right to grant sublicenses thereunder, and that it has not granted, and will not grant, sublicenses thereunder to any other entity that would restrict the rights granted to LumiCyte CTI hereunder. MAS also further represents that there are three (3) no agreements, written agreements or oral, involving the Baylor Technology and or the Improvements and that it has delivered to LumiCyte CTI and its counsel all three of the written agreements relating to the Baylor Technology and Improvements (see Exhibits A, B, and C)the Improvements. (g) to To the best of its knowledge, MAS owns or possesses sufficient legal rights to all patents, trade secrets, licenses, information, and proprietary rights and processes necessary for its business as now conducted and as proposed to be conducted without any conflict with, or infringement of the rights of, others. There are no outstanding options, licenses, or agreements of any kind relating to the foregoing, nor is MAS bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trade secrets, licenses, information, and proprietary rights and processes of any other person or entity. MAS has not received any communications alleging that MAS has violated or, by conducting its business as proposed would violate, any of the patents, trade secrets, or other proprietary rights or processes of any other person or entity. MAS is not aware of any infringement, unauthorized use or other violation by a Third Parry of any of MAS’s patents, licenses, trade secrets or other proprietary rights. (h) To the best of its knowledge there is no action, suit, proceeding, or investigation pending or currently threatened against MAS that questions the validity of this Agreement, the exclusive rights of MAS to the Subject Licensed Technology or the right of MAS to enter into this AgreementsAgreement, or to consummate the transactions contemplated hereby, or that might result, either individually or in the aggregate, in any material adverse change in the assets, business, properties, prospects, or financial condition of MAS. The foregoing includes, without limitation, any action, suit, proceeding, or investigation pending or currently threatened involving the prior employment of any of MAS’s employees, their use in connection with MAS’s business of any information or techniques allegedly proprietary to any of their former employers, their obligations under any agreements with prior employers, or negotiations by MAS with potential backers of, or investors in MAS or its proposed business. MAS is not a party to or, to the best of its knowledge, named in or subject to any order, writ, injunction, judgment, or decree of any court, government agency, or instrumentality. There is no action, suit, proceeding or investigation by MAS currently pending or that MAS currently intends to initiate. (hi) on On the date hereof hereof, it is not aware of any infringement of or by the Patent Rights or any claims by any other party in and to the Subject Licensed Technology. (ij) it It is not currently in breach of the Baylor Technology Transfer Agreement, knows of no grounds for early termination of the Baylor Technology Transfer Agreement and will not breach the Baylor Technology Transfer Agreement during the term of this Agreement. Within five two (52) business days of receipt of any notice from Baylor or delivery of any notice to Baylor under the Baylor Technology Transfer Agreement, it will provide a copy of such received or delivered notice to LumiCyteCTI. (jk) except Except as may be expressly set forth herein, MAS hereby disclaims and negates any and all warranties, whether express or implied, with respect to the Subject Licensed Technology or any rights hereunder transferred, including but not limited to, any IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FR FOR ANY PARTICULAR PURPOSE. Without limiting the generality of the foregoing, MAS makes no representations or warranties as to the patentability, noninfringement, use or other application of the Subject Licensed Technology, or as to the likelihood of the success of any research, development, testing, marketing or other utilization of the Subject Licensed Technology.

MAS. Except as set forth on Schedule 3.1 attached hereto, MAS represents and warrants that: (a) MAS is validly existing and in good standing under the laws of the State of Texas. (b) the execution, delivery and authority to execute and deliver this Agreement has been duly authorized by all necessary action on the part of MAS. (c) MAS has the power and authority to execute and deliver delivery this Agreement and to perform its obligations under this Agreement. (d) as of the date of this Agreement, it is not a party to any agreement or arrangement with any third party or under any obligation or restriction, including pursuant to its Articles of Incorporation or BylawsBy-Laws, which in any way limits or conflicts with its ability to fulfill any of its obligations under this Agreement. (e) it is the owner of the entire right, title, and interest in and to the MAS Technology, that it has the sole right to grant licenses thereunder, and that it has not granted, and will not grant, licenses thereunder to any other entity that would restrict the rights granted to LumiCyte IllumeSys hereunder. MAS also further represents that there are three (3) no agreements, written agreements or oral, involving the MAS Technology and that it has delivered to LumiCyte IllumeSys and its counsel all three of the written agreements relating to the MAS Technology (see Exhibits A, B, and C)Technology. (f) it is the exclusive licensee of the entire right, title, and interest in and to the Baylor Technology and the Improvements, that it has the sole right to grant sublicenses thereunder, and that it has not granted, and will not grant, sublicenses thereunder to any other entity that would restrict the rights granted to LumiCyte IllumeSys hereunder. MAS also further represents that there are three (3) no agreements, written agreements or oral, involving the Baylor Technology and or the Improvements and that it has delivered to LumiCyte IllumeSys and its counsel all three of the written agreements relating to the Baylor Technology and Improvements (see Exhibits A, B, and C)the Improvements. (g) to the best of its knowledge, MAS owns or possesses sufficient legal rights to all patents, trade secrets, licenses, information, and proprietary rights and processes necessary for its business as now conducted and as proposed to be conducted without any conflict with, or infringement of the rights of, others. There are no outstanding options, licenses, or agreements of any kind relating to the foregoing, nor is MAS bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trade secrets, licenses, information, and proprietary rights and processes of any other person or entity. MAS has not received any communications alleging that MAS has violated or, by conducting its business as proposed would violate, any of the patents, trade secrets, or other proprietary rights or processes of any other person or entity. MAS is not aware of any infringement, unauthorized use or other violation by a Third Party of any of MAS’s patents, licenses, trade secrets or other proprietary rights. (h) to the best of its knowledge, there is no action, suit, proceeding, or investigation pending or currently threatened against MAS that questions the validity of this Agreement, the exclusive rights of MAS to the Subject Licensed Technology or the right of MAS to enter into this AgreementsAgreement, or to consummate the transactions contemplated hereby, or that might result, either individually or in the aggregate, in any material adverse change in the assets, business, properties, prospects, or financial condition of MAS. The foregoing includes, without limitation, any action, suit, proceeding, or investigation pending or currently threatened involving the prior employment of any of MAS’s employees, their use in connection with MAS’s business of any information or techniques allegedly proprietary to any of their former employers, their obligations under any agreements with prior employers, or negotiations by MAS with potential backers of, or investors in MAS or its proposed business. MAS is not a party to or, to the best of its knowledge, named in or subject to any order, writ, injunction, judgment, or decree of any court, government agency, or instrumentality. There is no action, suit, proceeding or investigation by MAS currently pending or that MAS currently intends to initiate. (hi) on the date hereof hereof, it is not aware of any infringement of or by the Patent Rights or any claims by any other party in and to the Subject Licensed Technology. (ij) it is not currently in breach of the Baylor Technology Transfer Agreement, knows of no grounds for early termination of the Baylor Technology Transfer Agreement and will not breach the Baylor Technology Transfer Agreement during the term of this Agreement. Within five two (52) business days of receipt of any notice from Baylor or delivery of any notice to Baylor under the Baylor Technology Transfer Agreement, it will provide a copy of such received or delivered notice to LumiCyteIllumeSys. (jk) except as may be expressly set forth herein, MAS hereby disclaims and negates any and all warranties, whether express or implied, with respect to the Subject Licensed Technology or any rights hereunder transferred, including but not limited to, any IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FR FOR ANY PARTICULAR PURPOSE. Without limiting the generality of the foregoing, MAS makes no representations or warranties as to the patentability, noninfringement, use or other application of the Subject Licensed Technology, or as to the likelihood of the success of any research, development, testing, marketing or other utilization of the Subject Licensed Technology.

MAS. Except as set forth on Schedule 3.1 attached hereto, MAS represents and warrants thatwarrants: (a) MAS is validly existing and in good standing under the laws of the State of Texas. (b) the The execution, delivery and authority to execute and deliver this Agreement has been duly authorized by all necessary action on the part of MAS. (c) MAS has the power and authority to execute and deliver delivery this Agreement and to perform its obligations under this Agreement. (d) as As of the date of this Agreement, it is not a party to any agreement or arrangement with any third party or under any obligation or restriction, including pursuant to its Articles of Incorporation or BylawsBy-Laws, which in any way limits or conflicts with its ability to fulfill any of its obligations under this Agreement. (e) it It is the owner of the entire right, title, and interest in and to the MAS Technology, that it has the sole right to grant licenses thereunder, and that it has not granted, and will not grant, licenses thereunder to any other entity that would restrict the rights granted to LumiCyte CTI hereunder. MAS also further represents that there are three (3) no agreements, written agreements or oral, involving the MAS Technology and that it has delivered to LumiCyte CTI and its counsel all three of the written agreements relating to the MAS Technology (see Exhibits A, B, and C)Technology. (f) it It is the exclusive licensee of the entire right, title, and interest in and to the Baylor Technology and the Improvements, that it has the sole right to grant sublicenses thereunder, and that it has not granted, and will not grant, sublicenses thereunder to any other entity that would restrict the rights granted to LumiCyte CTI hereunder. MAS also further represents that there are three (3) no agreements, written agreements or oral, involving the Baylor Technology and Improvements and that it has delivered to LumiCyte and its counsel all three of the written agreements relating to the Baylor Technology and Improvements (see Exhibits A, B, and C). (g) to the best of its knowledge, there is no action, suit, proceeding, or investigation pending or currently threatened against MAS that questions the validity of this Agreement, the rights of MAS to the Subject Technology or the right of MAS to enter into this Agreements, or to consummate the transactions contemplated hereby. (h) on the date hereof it is not aware of any infringement of or by the Patent Rights or any claims by any other party in and to the Subject Technology. (i) it is not currently in breach of the Baylor Technology Transfer Agreement, knows of no grounds for early termination of the Baylor Technology Transfer Agreement and will not breach the Baylor Technology Transfer Agreement during the term of this Agreement. Within five (5) business days of receipt of any notice from Baylor or delivery of any notice to Baylor under the Baylor Technology Transfer Agreement, it will provide a copy of such received or delivered notice to LumiCyte. (j) except as may be expressly set forth herein, MAS hereby disclaims and negates any and all warranties, whether express or implied, with respect to the Subject Technology or any rights hereunder transferred, including but not limited to, any IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FR ANY PARTICULAR PURPOSE. Without limiting the generality of the foregoing, MAS makes no representations or warranties as to the patentability, noninfringement, use or other application of the Subject Technology, or as to the likelihood of the success of any research, development, testing, marketing or other utilization of the Subject Technology.Improvements

MAS. Except as otherwise set forth on in Schedule 3.1 attached heretoto each of the MAS Agreements, MAS represents and warrants warrants, after due inquiry by its directors and officers, and covenants that: (a) MAS is validly existing The execution and in good standing under the laws delivery of the State of Texas. (b) the execution, delivery and authority to execute and deliver this Exclusive License Agreement has been duly authorized by all necessary action on the part of MAS.MAS (including its board of directors and shareholders, as necessary); (cb) MAS It has the power and authority to execute and deliver this Exclusive License Agreement and to perform its obligations and grant the rights granted under this Exclusive License Agreement.; (dc) as As of the date of this AgreementExecution Date, it is not a party to any agreement or arrangement with any third party Person, or under to any obligation or restriction, including pursuant to its Articles of Incorporation or Bylaws, which in any way limits or conflicts with its ability to fulfill any of its obligations under this Exclusive License Agreement; (d) To the best of its knowledge, immediately upon full execution and delivery of the Baylor Agreement, it was the exclusive licensee of the Baylor Technology and any Improvement, and possessed the entire right, title and interest therein (including the right to grant and authorize sublicenses thereunder), with the sole exception of those rights expressly reserved to Baylor pursuant to subsections (a), (b) and (c) of Section 2.1 of the Baylor Agreement. (e) As of the Execution Date, it has not granted any sublicenses or other rights under the Baylor Technology or any Improvement to any Person except pursuant to the MAS Agreements; (f) As of the Execution Date, except for those rights granted under the MAS Agreements, it is the owner of the entire right, title, and interest in and to the MAS Technology, that and it has the sole right to grant licenses and other rights thereunder, and that it has not granted, and will not grant, granted any licenses or other rights thereunder to any other entity that would restrict the rights granted to LumiCyte hereunder. MAS also further represents that there are three (3) written agreements involving the MAS Technology and that it has delivered to LumiCyte and its counsel all three of the written agreements relating Person except pursuant to the MAS Technology (see Exhibits A, B, and C).Agreements; (fg) it is It shall not after the exclusive licensee of the entire rightExecution Date take any action to obtain any additional rights in, title, and interest in and under or to the Baylor Technology and the Improvements, that it has the sole right to grant sublicenses thereunder, and that it has not granted, and will not grant, sublicenses thereunder to or any other entity that would restrict the rights granted to LumiCyte hereunder. MAS also further represents that there are three (3) written agreements involving the Baylor Technology and Improvements and that it has delivered to LumiCyte and its counsel all three of the written agreements relating to the Baylor Technology and Improvements (see Exhibits A, B, and C)Improvement. (gh) to It shall not modify or otherwise alter or terminate the best Baylor Agreement, without the prior written consent of its knowledgeCBI; (i) As of the Execution Date, there it is no not aware of any action, suit, proceeding, or investigation pending pending, or currently threatened against MAS that questions the validity of this Exclusive License Agreement, the rights of MAS to the Subject Technology Baylor Technology, any Improvement or the Licensed MAS Technology, or its right of MAS to enter into and deliver this AgreementsExclusive License Agreement, or to consummate the transactions contemplated hereby.; (hj) on As of the date hereof Execution Date, it is not aware of any infringement of the Baylor Technology, any Improvement or the MAS Technology developed or acquired by the Patent Rights MAS prior to April 7, 2001, or any claims by any other party in and Third Party in, under or to the Subject Baylor Technology., any Improvement or the Licensed MAS Technology; (ik) As of the Execution Date, it has not given or received any notices pursuant to Section 5.5(c) or Section 5.5(d) of the Baylor Agreement; (l) As of the Execution Date, it is not currently in breach of the Baylor Technology Transfer Agreement, has not received any notice or other communication from Baylor indicating that MAS is in breach of the Baylor Agreement, and knows of no grounds for early termination of the Baylor Technology Transfer Agreement and will Agreement; and (m) During the term of this Exclusive License Agreement, it shall not take any action or make any omission that produces an “event of default” as defined in Section 10.2 of the Baylor Agreement, it shall use commercially reasonable efforts to not breach the Baylor Technology Transfer Agreement during the term of this Agreement. Within five (5) business days of receipt of any notice from Baylor or delivery of any notice to Baylor under , and it shall not breach the Baylor Technology Transfer Agreement, it will provide a copy of Agreement and fail to remedy such received or delivered notice to LumiCyte. (j) except as may be expressly set forth herein, MAS hereby disclaims and negates any and all warranties, whether express or implied, with respect breach prior to the Subject Technology or any rights hereunder transferred, including but not limited to, any IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FR ANY PARTICULAR PURPOSE. Without limiting expiration of Baylor’s right to terminate the generality of the foregoing, MAS makes no representations or warranties as to the patentability, noninfringement, use or other application of the Subject Technology, or as to the likelihood of the success of any research, development, testing, marketing or other utilization of the Subject TechnologyBaylor Agreement.

MAS. Except as set forth on Schedule 3.1 attached hereto, MAS represents and warrants that: (a) MAS is validly existing and in good standing under the laws of the State of Texas. (b) the execution, delivery and authority to execute and deliver this Agreement has been duly authorized by all necessary action on the part of MAS. (c) MAS has the power and authority to execute and deliver delivery this Agreement and to perform its obligations under this Agreement. (d) as of the date of this Agreement, it is not a party to any agreement or arrangement with any third party or under any obligation or restriction, including pursuant to its Articles of Incorporation or BylawsBy-Laws, which in any way limits or conflicts with its ability to fulfill any of its obligations under this Agreement. (e) it is the owner of the entire right, title, and interest in and to the MAS Technology, that it has the sole right to grant licenses thereunder, and that it has not granted, and will not grant, licenses thereunder to any other entity that would restrict the rights granted to LumiCyte IllumeSys hereunder. MAS also further represents that there are three (3) no agreements, written agreements involving or oral, relating to the MAS Technology and that it has delivered to LumiCyte IllumeSys and its counsel all three of the written agreements relating to the MAS Technology (see Exhibits A, B, and C)Technology. (f) it is the exclusive licensee of the entire right, title, and interest in and to the Baylor Technology and the Improvements, that it has the sole right to grant sublicenses thereunder, and that it has not granted, and will not grant, sublicenses thereunder to any other entity that would restrict the rights granted to LumiCyte IllumeSys hereunder. MAS also further represents that there are three (3) no agreements, written agreements or oral, involving the Baylor Technology and or the Improvements and that it has delivered to LumiCyte IllumeSys and its counsel all three of the written agreements relating to the Baylor Technology and Improvements (see Exhibits A, B, and C)the Improvements. (g) to the best of its knowledge, MAS owns or possesses sufficient legal rights to all patents, trade secrets, licenses, information, and proprietary rights and processes necessary for its business as now conducted and as proposed to be conducted without any conflict with, or infringement of the rights of, others. There are no outstanding options, licenses, or agreements of any kind relating to the foregoing, nor is MAS bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trade secrets, licenses, information and proprietary rights and processes of any other person or entity. MAS has not received any communications alleging that MAS has violated or, by conducting its business as proposed would violate, any of the patents, trade secrets, or other proprietary rights or processes of any other person or entity. MAS is not aware of any infringement, unauthorized use or other violation by a Third Party of any of MAS's patents, licenses, trade secrets or other proprietary rights. (h) to the best of its knowledge, there is no action, suit, proceeding, or investigation pending or currently threatened against MAS that questions the validity of this Agreement, the exclusive rights of MAS to the Subject Licensed Technology or the right of MAS to enter into this AgreementsAgreement, or to consummate the transactions contemplated hereby, or that might result, either individually or in the aggregate, in any material adverse change in the assets, business, properties, prospects, or financial condition of MAS. The foregoing includes, without limitation, any action, suit, proceeding, or investigation pending or currently threatened involving the prior employment of any of MAS's employees, their use in connection with MAS's business of any information or techniques allegedly proprietary to any of their former employers, their obligations under any agreements with prior employers, or negotiations by MAS with potential backers of, or investors in MAS or its proposed business. MAS is not a party to or, to the best of its knowledge, named in or subject to any order, writ, injunction, judgment, or decree of any court, government agency, or instrumentality. There is no action, suit, proceeding or investigation by MAS currently pending or that MAS currently intends to initiate. (hi) on the date hereof hereof, it is not aware of any infringement of or by the Patent Rights or any claims by any other party in and to the Subject Licensed Technology. (ij) it is not currently in breach of the Baylor Technology Transfer Agreement, knows of no grounds for early termination of the Baylor Technology Transfer Agreement and will not breach the Baylor Technology Transfer Agreement during the term of this Agreement. Within five two (52) business days of receipt of any notice from Baylor or delivery of any notice to Baylor under the Baylor Technology Transfer Agreement, it will provide a copy of such received or delivered notice to LumiCyteIllumeSys. (jk) except as may be as may be expressly set forth herein, MAS hereby disclaims and negates any and all warranties, whether express or implied, with respect to the Subject Licensed Technology or any rights hereunder transferred, including but not limited to, any IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FR FOR ANY PARTICULAR PURPOSE. Without limiting the generality of the foregoing, MAS makes no representations or warranties as to the patentability, noninfringement, use or other application of the Subject Licensed Technology, or as to the likelihood of the success of any research, development, testing, marketing or other utilization of the Subject Technology.,