Common use of Representations Warranties and Disclaimers Clause in Contracts

Representations Warranties and Disclaimers. 10.1 BTG represents and warrants that, as of the Effective Date of this Agreement: 10.1.1 It has the legal power to extend the rights granted to License under this Agreement. 10.1.2 No license or covenant not to xxx has been granted to any third party to make, have made, use, have used, develop, have developed, improve, have improved, import, have imported, export, have exported, lease, have leased, sell, and/or have sold any product under the Licensed Patents. 10.1.3 Neither BTG nor its Affiliates has made any claim against a third party alleging any infringement, misappropriation or violation of any of the Licensed Patents. 10.1.4 There have been no claims or judicial proceedings commenced by or against BTG concerning any of the Licensed Patents or the Licensed Knowhow, and BTG has received no notice alleging or threatening any such claims or judicial proceedings. 10.1.5 BTG has granted no lien or encumbrance involving the Licensed Patents or Licensed Knowhow, and BTG will not encumber the Licensed Patents after the Effective Date of this Agreement. 10.2 Each party represents and warrants that it has the full corporate power and authority to enter into and perform this Agreement. This Agreement has been duly authorized and duly executed and delivered by both parties, and it is valid, binding and enforceable against both parties in accordance with its terms. 10.3 Except as set forth in this Article X, neither party makes or extends any other representations or warranties, and BTG makes no representation or warranties, express, implied or statutory, with respect to the Licensed Patents or Licensed Knowhow that is not expressly set forth in this Article. Except as provided herein, all Licensed Patents and Licensed Knowhow are made available to Licensee on an "as is" basis, and all Licensee Technology is made available to BTG on an “as is” basis. BTG does not warrant that the Licensed Patents are valid or enforceable; that the Licensed Patents or Licensed Knowhow have utility, are error free, or that they will meet Licensee's requirements; or that their exploitation does not or will not infringe any existing or future patent of another person, or that any of the Licensed Patents are valid. ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF THIRD PARTY PATENTS, ARE EXPRESSLY DISCLAIMED AND EXCLUDED. The entire risk as to the results obtained by practicing under the Licensed Patents and utilizing the Licensed Knowhow, or performance of the Licensed Products, is assumed by Licensee. 10.4 BTG and Licensee specifically agree that in no event shall either party be liable for indirect, incidental, special or consequential damages of any kind, including without limitation economic damage or lost profits, even if the party has been advised or is aware of the possibility of such damages.

Representations Warranties and Disclaimers. 10.1 BTG represents and warrants that, as of the Effective Date of this Agreement: 10.1.1 It has the legal power to extend the rights granted to License under this Agreement. 10.1.2 No license or covenant not to xxx has been granted to any third party to make, have made, use, have used, develop, have developed, improve, have improved, import, have imported, export, have exported, lease, have leased, sell, and/or have sold any product under the Licensed Patents. 10.1.3 Neither BTG nor its Affiliates has made any claim against a third party alleging any infringement, misappropriation or violation of any of the Licensed Patents. 10.1.4 There have been no claims or judicial proceedings commenced by or against BTG concerning any of the Licensed Patents or the Licensed Knowhow, and BTG has received no notice alleging or threatening any such claims or judicial proceedings. 10.1.5 BTG has granted no lien or encumbrance involving the Licensed Patents or Licensed Knowhow, and BTG will not encumber the Licensed Patents after the Effective Date of this Agreement. 10.2 Each party 11.1. MOTOROLA hereby represents and warrants that it has the full corporate power right to grant to the SCILLC the licenses and authority to enter into and perform this Agreement. This Agreement has been duly authorized and duly executed and delivered by both parties, and it is valid, binding and enforceable against both parties in accordance with its termsassignments granted herein. 10.3 Except as 11.2. The registered ASSIGNED TRADEMARKS set forth in this Article XExhibit 1.5 are free and clear of all liens, neither party makes or extends any other representations or warrantiesencumbrances, and BTG makes no representation or warranties, express, implied or statutory, with respect to the Licensed Patents or Licensed Knowhow that is not expressly adverse claims of title. 11.3. The ASSIGNED PATENTS set forth in this Article. Except as provided hereinExhibit 1.4 are free and clear of all liens, all Licensed Patents and Licensed Knowhow are made available to Licensee on an "as is" basisencumbrances, and all Licensee Technology is made available adverse claims of title. 11.4. EACH PARTY HEREBY DISCLAIMS MAKING ANY REPRESENTATIONS OR WARRANTIES RELATING TO THE SUBJECT MATTER HEREOF, WHETHER ARISING BY IMPLICATION, ESTOPPEL OR OTHERWISE, OTHER THAN THOSE SET FORTH IN THIS AGREEMENT. 11.5. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES RESULTING FROM THE OTHER PARTY'S PERFORMANCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT, OR THE FURNISHING, PERFORMANCE, OR USE OF ANY INTELLECTUAL PROPERTY, GOODS OR SERVICES SOLD PURSUANT HERETO, WHETHER DUE TO BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE OR OTHERWISE, REGARDLESS OF WHETHER THE NONPERFORMING PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR NOT. 11.6. Nothing contained in this agreement shall be construed as: 11.6.1. a warranty or representation by MOTOROLA as to BTG on an “as is” basisthe validity and or scope of the INTELLECTUAL PROPERTY; 11.6.2. BTG does not warrant that the Licensed Patents are valid conferring any license or enforceable; that the Licensed Patents or Licensed Knowhow have utilityany other right, are error freeby implication, estoppel, or that they will meet Licensee's requirements; otherwise, under any patent application, patent or that their exploitation does not or will not infringe any existing or future patent of another personright, or that other intellectual property, except as herein expressly granted; 11.6.3. imposing on MOTOROLA any obligation to institute any suit or action for infringement of any of the Licensed Patents are valid. ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF THIRD PARTY PATENTS, ARE EXPRESSLY DISCLAIMED AND EXCLUDED. The entire risk as to the results obtained by practicing under the Licensed Patents and utilizing the Licensed KnowhowINTELLECTUAL PROPERTY, or performance of to defend any Suit or action brought by a third party which challenges or concerns the Licensed Products, is assumed by Licensee. 10.4 BTG and Licensee specifically agree that in no event shall either party be liable for indirect, incidental, special or consequential damages validity of any kindother INTELLECTUAL PROPERTY, including without limitation economic damage except as expressly provided herein; 11.6.4. a warranty or lost profitsrepresentation by MOTOROLA that any manufacture, even if use, sale, importation, lease or any other disposition of LICENSED PRODUCTS or the party has been advised use of any INTELLECTUAL PROPERTY will be free from infringement of any patent or is aware of the possibility of such damagesother intellectual property; or 11.6.5. imposing on MOTOROLA any obligation to file any patent application or secure any patent or maintain any patent in force or file any registration for trademarks, mask works, or copyrights.

Representations Warranties and Disclaimers. 10.1 BTG (a) Seller hereby represents and warrants that, that as of the Effective Date of this Agreementand the Closing Date: 10.1.1 It (i) it owns, and conveys good and valid title and the entire title and interest in and to the Purchased Patents and Future Purchased Patents to Buyer, free and clear of all Liens, and has full power and right to assign, transfer and convey to Buyer its right, title and interest in and to the legal power Purchased Patents and Future Purchased Patents; (ii) it is the exclusive owner of (A) the solely owned patents included in the Purchased Patents, (B) the jointly owned patents included in the Purchased Patents subject to extend consent of the rights granted to License under this Agreement. 10.1.2 No license or covenant not to xxx has been granted to any third party to make, have made, use, have used, develop, have developed, improve, have improved, import, have imported, export, have exported, lease, have leased, sell, and/or have sold any product under other co-owners other than Buyer and (C) the Licensed Future Purchased Patents. 10.1.3 Neither BTG nor its Affiliates (iii) no rights, licenses or offers to license (including reasonable and non-discriminatory (RAND) or fair, reasonable and non-discriminatory (FRAND) offers) have been granted by it to any Person under any of the Purchased Patents and Future Purchased Patents except for the existing patent license agreements listed in Schedule F; (iv) it has made paid all prosecution fees and expenses and/or maintenance or annuity fees (including Professional Service Fees) that are due and payable up to the Closing Date in connection with the Purchased Patents and there are no overdue fees as of the Closing Date; and (v) there have been and are no actions, suits, proceedings or investigations pending, to the knowledge of Seller, threatened by any claim Person against a third party alleging any infringement, misappropriation Seller for invalidation or violation unenforceability of any of the Licensed Purchased Patents. 10.1.4 There (b) In the event that Seller discovers, or Buyer discovers and provides written notice to Seller, that Seller has failed to: (i) pay all prosecution fees and expenses and/or maintenance or annuity fees (including Professional Service Fees) that are due and payable up to the Closing Date in connection with the Purchased Patents, Seller shall have been no claims or judicial proceedings commenced by or against BTG concerning sixty (60) days after such discovery and/or notice to cure such failure without resulting in a breach of the warranty set forth in Section 3(a)(iv); or (ii) perfect the assignment of any of the Licensed Purchased Patents or to Seller, Seller shall have sixty (60) days after such discovery and/or notice to cure such failure without resulting in a breach of the Licensed Knowhowwarranty set forth in Section 3(a)(ii). In either event, Seller will be permitted to cure such failure by the method of its choosing. Notwithstanding the foregoing, Buyer will waive the right to claim breach of warranty to the extent that such breach is not curable and BTG has received no notice alleging or threatening any such claims or judicial proceedingsnot material. 10.1.5 BTG has granted no lien or encumbrance involving the Licensed Patents or Licensed Knowhow, (c) Subject to all representations and BTG will not encumber the Licensed Patents after the Effective Date of this Agreement. 10.2 Each party represents and warrants that it has the full corporate power and authority to enter into and perform this Agreement. This Agreement has been duly authorized and duly executed and delivered by both parties, and it is valid, binding and enforceable against both parties in accordance with its terms. 10.3 Except as warranties set forth in this Article XAgreement and the Master Agreement, neither party makes or extends any all patents, trademarks, copyrights, trade secrets, know-how and other representations or warrantiesintellectual property rights assigned and/or licensed under this Agreement, as well as the underlying technology to which they relate, are provided on an “As Is” basis, and BTG makes no representation or warrantieswarranty of any kind, express, implied or statutory, with respect whether in relation to the Licensed Patents or Licensed Knowhow that is not expressly set forth in this Article. Except as provided hereinmerchantability, all Licensed Patents and Licensed Knowhow are made available to Licensee on an "as is" basishidden defects, and all Licensee Technology is made available to BTG on an “as is” basis. BTG does not warrant that the Licensed Patents are valid or enforceable; that the Licensed Patents or Licensed Knowhow have utilityfitness for a particular purpose, are error freecourse of performance, course of dealing, usage of trade, non-infringement, validity, enforceability, or that they will meet Licensee's requirements; otherwise is given by Seller to Buyer or that their exploitation does not or will not infringe any existing or future patent of another person, or that any of the Licensed Patents are valid. ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF THIRD PARTY PATENTS, ARE EXPRESSLY DISCLAIMED AND EXCLUDED. The entire risk as to the results obtained by practicing under the Licensed Patents and utilizing the Licensed Knowhow, or performance of the Licensed Products, is assumed by Licenseeother party. 10.4 BTG and Licensee specifically agree that in no event (d) Seller shall either party not under any circumstances be liable responsible for any losses or damages, direct, indirect, incidentalspecial, special ordinary, exemplary, consequential or consequential damages otherwise (including loss of data, loss of revenue, profit or use or cost of capital or of substitute use of performance), arising out of or related in any kindway to use or practice of all patents, including without limitation economic damage or lost profitstrademarks, copyrights, trade secrets, know-how and other intellectual property rights assigned and/or licensed under this Agreement, even if the party has been advised or is aware of the possibility of such damages.

Representations Warranties and Disclaimers. 10.1 BTG 5.1 UFRF represents and warrants that, except as of the Effective Date otherwise provided under Section 17.1 of this Agreement: 10.1.1 It has Agreement with respect to U.S. Government interests, it is the legal power to extend the rights granted to License under this Agreement. 10.1.2 No license or covenant not to xxx has been granted to any third party to make, have made, use, have used, develop, have developed, improve, have improved, import, have imported, export, have exported, lease, have leased, sell, and/or have sold any product under the Licensed Patents. 10.1.3 Neither BTG nor its Affiliates has made any claim against a third party alleging any infringement, misappropriation or violation of any of the Licensed Patents. 10.1.4 There have been no claims or judicial proceedings commenced by or against BTG concerning any owner of the Licensed Patents and Enabling Technology, or otherwise has the Licensed Knowhow, right to grant the licenses granted to Licensee in this Agreement. UFRF further represents and BTG warrants [***] Confidential treatment has received no notice alleging or threatening any such claims or judicial proceedingsbeen requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. that it possesses the authority and necessary rights to make the grants of license to Licensee in Sections 2.1 and 2.2. 10.1.5 BTG has granted no lien or encumbrance involving the Licensed Patents or Licensed Knowhow, and BTG will not encumber the Licensed Patents after the Effective Date of this Agreement. 10.2 Each party 5.2 UFRF further represents and warrants that neither it nor the University has granted, or will grant during the full corporate power and authority to enter into and perform term of this Agreement, to any other party any licenses under the Licensed Patents for the Licensed Field and Licensed Territory. 5.3 UFRF further represents and warrants that to the best of its knowledge UFRF has not intentionally omitted from the Licensed Patents any inventions owned or licensable by the UF Entities, invented, in whole or in part, by [***] and/or [***] and directed to [***] before the Effective Date (each, if any, a “Omitted Invention”). This As Licensee’s sole and exclusive remedy for UFRF’s omission of an Omitted Invention, UFRF covenants that should UFRF discover an Omitted Invention after the Effective Date, each and every such Omitted Invention shall automatically be included as a Licensed Patent under this Agreement at no additional consideration. In accordance with Section 2.1.1 or this Agreement, any inventions resulting from the Research Agreement, whether or not Improvements, shall automatically be included as Licensed Patents under this Agreement at no additional consideration. 5.4 Nothing in this Agreement shall be construed as: 5.4.1 a warranty or representation by UFRF as to the validity or scope of any right included in the Licensed Patents; 5.4.2 a warranty or representation that anything made, used, sold or otherwise disposed of under the license granted in this Agreement will or will not infringe patents of third parties; 5.4.3 an obligation to bring or prosecute actions or suits against third parties for infringement of Licensed Patents; 5.4.4 an obligation to furnish any know-how not provided in Licensed Patents or any services other than those specified in this Agreement; or 5.4.5 a warranty or representation by UFRF that it will not grant licenses to others to make, use or sell products not covered by the claims of the Licensed Patents which may be similar and/or compete with products made or sold by Licensee. 5.5 Each of the undersigned signatories, executing on behalf of UFRF and Licensee, represents and warrants that (a) the execution and delivery of, and compliance with, this Agreement has been duly authorized by their respective entities, (b) such signatory has actual necessary legal authority to bind such entities to the terms of this Agreement and duly executed and delivered by both partiesthe transactions contemplated herein, and it is valid(c) this Agreement shall, binding and enforceable against both parties in accordance with by its terms, bind each of such entities to the provisions and covenants set forth herein. 10.3 Except as set forth in 5.6 EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS AND EXTENDS NO [***] Confidential treatment has been requested for portions of this Article X, neither party makes or extends any other representations or warranties, and BTG makes no representation or warranties, express, implied or statutory, with respect exhibit. The copy filed herewith omits the information subject to the Licensed Patents or Licensed Knowhow that is not expressly set forth in confidentiality request. Omissions are designated as [***]. A complete version of this Articleexhibit has been filed separately with the Securities and Exchange Commission. Except as provided hereinWARRANTIES OF ANY KIND, all Licensed Patents and Licensed Knowhow are made available to Licensee on an "as is" basisEITHER EXPRESS OR IMPLIED, and all Licensee Technology is made available to BTG on an “as is” basis. BTG does not warrant that the Licensed Patents are valid or enforceable; that the Licensed Patents or Licensed Knowhow have utility, are error free, or that they will meet Licensee's requirements; or that their exploitation does not or will not infringe any existing or future patent of another person, or that any of the Licensed Patents are valid. ANY IMPLIED INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND VALIDITY OF PATENT RIGHTS CLAIMS, ISSUED OR NONINFRINGEMENT PENDING. UFRF ASSUMES NO RESPONSIBILITIES WHATSOEVER WITH RESPECT TO USE, SALE, OR OTHER DISPOSITION BY LICENSEE, ITS SUBLICENSEE(S), OR THEIR VENDEES OR OTHER TRANSFEREES OF THIRD PARTY PATENTS, ARE EXPRESSLY DISCLAIMED AND EXCLUDED. The entire risk as to the results obtained by practicing under the Licensed Patents and utilizing the Licensed Knowhow, or performance of the Licensed Products, is assumed by LicenseePRODUCT INCORPORATING OR MADE BY USE OF INVENTIONS LICENSED UNDER THIS AGREEMENT. 10.4 BTG and Licensee specifically agree that in no event shall either party be liable for indirect, incidental, special or consequential damages of any kind, including without limitation economic damage or lost profits, even if the party has been advised or is aware of the possibility of such damages.

Representations Warranties and Disclaimers. 10.1 BTG (a) Genzyme hereby represents and warrants that, as of to EXACT that it has the Effective Date of right and power to enter into this Agreement: 10.1.1 It has the legal power , to extend the rights and licenses granted herein and to License under this Agreement. 10.1.2 No license or covenant not to xxx has been granted to any third party to make, have made, use, have used, develop, have developed, improve, have improved, import, have imported, export, have exported, lease, have leased, sell, and/or have sold any product under the Licensed Patents. 10.1.3 Neither BTG nor perform its Affiliates has made any claim against a third party alleging any infringement, misappropriation or violation of any of the Licensed Patents. 10.1.4 There have been no claims or judicial proceedings commenced by or against BTG concerning any of the Licensed Patents or the Licensed Knowhowobligations hereunder, and BTG has received no notice alleging or threatening any such claims or judicial proceedings. 10.1.5 BTG has granted no lien or encumbrance involving the Licensed Patents or Licensed Knowhowthat this Agreement is a valid and binding agreement, and BTG will not encumber the Licensed Patents after the Effective Date of this Agreement. 10.2 Each party represents and warrants that it has the full corporate power and authority to enter into and perform this Agreement. This Agreement has been duly authorized and duly executed and delivered by both parties, and it is valid, binding and enforceable against both parties in accordance with its terms. 10.3 Except (b) Genzyme further represents and warrants to EXACT that Genzyme is not in material breach of the JHU License Agreement as set forth in this Article X, neither party makes or extends any other representations or warrantiesof the Original Effective Date, and BTG makes no representation or warranties, express, implied or statutory, that Genzyme will use commercially reasonable and diligent efforts to comply with respect all of its material obligations and duties with regard to the Licensed Patents Patent Rights under the JHU License Agreement, including without limitation any provisions of the JHU Agreement as may be reasonably necessary to maintain in effect this Agreement or Licensed Knowhow preserve EXACT’s rights under this Agreement, including without limitation the preservation of EXACT’s rights hereunder in the event that is not expressly set forth in Genzyme shall breach or default on its obligations under the JHU License Agreement. (c) EXACT hereby represents and warrants to Genzyme that it has the right and power to enter into this Article. Except as provided herein, all Licensed Patents Agreement and Licensed Knowhow are made available to Licensee on an "as is" basisperform its obligations hereunder, and that this Agreement is a valid and binding agreement, enforceable in accordance with its terms. EXACT agrees that it shall comply with all Licensee Technology is made available applicable local, state, Federal and international laws and regulations relating to BTG on an “as is” basisthe development, design, manufacture, sale, use in commerce and promotion of Diagnostic Services, Licensed Reagents and Kits. 9.2. BTG does not warrant that the Licensed Patents are valid or enforceable; that the Licensed Patents or Licensed Knowhow have utilityEXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN SECTION 9.1, are error freeGENZYME MAKES NO WARRANTY, or that they will meet Licensee's requirements; or that their exploitation does not or will not infringe any existing or future patent of another personEXPRESS OR IMPLIED, or that any of the Licensed Patents are valid. INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSEPURPOSE WITH RESPECT TO ANY PATENT, TRADEMARK, SOFTWARE, NONPUBLIC OR OTHER INFORMATION, OR NONINFRINGEMENT OF THIRD PARTY PATENTSTANGIBLE RESEARCH PROPERTY, ARE EXPRESSLY DISCLAIMED LICENSED OR OTHERWISE PROVIDED TO EXACT HEREUNDER AND EXCLUDED. The entire risk as to the results obtained by practicing under the Licensed Patents and utilizing the Licensed Knowhow, or performance of the Licensed Products, is assumed by LicenseeHEREBY DISCLAIMS THE SAME. 10.4 BTG and Licensee specifically agree that in no event shall either party be liable for indirect9.3. GENZYME DOES NOT WARRANT THE VALIDITY OF THE PATENT RIGHTS LICENSED HEREUNDER AND MAKES NO REPRESENTATION WHATSOEVER WITH REGARD TO THE SCOPE OF THE LICENSED PATENT RIGHTS OR THAT SUCH PATENT RIGHTS MAY BE EXPLOITED BY EXACT WITHOUT INFRINGING OTHER PATENTS. 9.4. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, incidentalEACH OF THE PARTIES HERETO DISCLAIMS ALL OBLIGATIONS ON THE PART OF SUCH PARTY FOR DAMAGES, special or consequential damages of any kindINCLUDING BUT NOT LIMITED TO DIRECT, including without limitation economic damage or lost profitsINDIRECT, even if the party has been advised or is aware of the possibility of such damagesSPECIAL AND CONSEQUENTIAL DAMAGES, ATTORNEYS’ AND EXPERTS’ FEES AND EXPENSES, AND COURT COSTS (EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE PROBABILITY OF SUCH DAMAGES, FEES, EXPENSES AND COSTS) ARISING OUT OF OR IN CONNECTION WITH THE MANUFACTURE, USE, SALE OR PROVISION OF THE LICENSED REAGENTS, DIAGNOSTIC SERVICES UTILIZING THE LICENSED PROCESSES AND KITS BY THE OTHER PARTY. EXACT ASSUMES ALL RESPONSIBILITY AND LIABILITY FOR ANY LOSS OR DAMAGES CAUSED BY A LICENSED REAGENT, DIAGNOSTIC SERVICE OR KIT MANUFACTURED, USED, SOLD OR PROVIDED BY EXACT. GENZYME ASSUMES ALL RESPONSIBILITY AND LIABILITY FOR ANY LOSS OR DAMAGES CAUSED BY A LICENSED REAGENT, DIAGNOSTIC SERVICE OR KIT MANUFACTURED, USED, SOLD OR PROVIDED BY GENZYME.

Representations Warranties and Disclaimers. 10.1 BTG Sponsor hereby represents and warrants thatto Imagitas that Sponsor has the full power to enter into this Agreement; that all corporate actions and approvals have been taken which are necessary to make this Agreement as binding and enforceable obligation of Sponsor; and that Sponsor's execution, as of the Effective Date delivery and performance of this Agreement: 10.1.1 It Agreement is not in conflict with, and will not cause an event of default under any agreement or instrument to which Sponsor is bound. Sponsor further represents and warrants that any materials or data that Sponsor provides to Imagitas for inclusion it the advertising space purchased by Sponsor shall be material that Sponsor has the legal full right to publish/include and have published/included in the WK, and Imagitas' publishing of such material shall not constitute an infringement of any other party's personal or propriety rights, including, but not limited to, any rights under patent, copyright and trademark laws and any rights of privacy or publicity. No materials provided by Sponsor for inclusion in the WK shall be in violation of any law, rule or regulation. To the extent that any Sponsor materials are factual in nature, such materials will be factually accurate; to the extent that Sponsor makes any promises or representations in its materials, Sponsor will fully perform such promises and representations. Imagitas hereby represents and warrants to Sponsor that Imagitas has the full power to extend the rights granted to License under enter into this Agreement. 10.1.2 No license or covenant ; that all corporate actions and approvals have been taken which are necessary to make this Agreement a binding and enforceable obligation of Imagitas,; that by entering into this Agreement Imagitas is not to xxx has been granted in default of any obligation to any third party to makeparty; and that Imagitas' execution, have made, use, have used, develop, have developed, improve, have improved, import, have imported, export, have exported, lease, have leased, sell, and/or have sold any product under the Licensed Patents. 10.1.3 Neither BTG nor its Affiliates has made any claim against a third party alleging any infringement, misappropriation or violation delivery and performance of any of the Licensed Patents. 10.1.4 There have been no claims or judicial proceedings commenced by or against BTG concerning any of the Licensed Patents or the Licensed Knowhow, this Agreement is not in conflict with and BTG has received no notice alleging or threatening any such claims or judicial proceedings. 10.1.5 BTG has granted no lien or encumbrance involving the Licensed Patents or Licensed Knowhow, and BTG will not encumber the Licensed Patents after the Effective Date cause an event of this Agreement. 10.2 Each party default under any agreement or instrument to which Imagitas is bound. Imagitas further represents and warrants that it has an agreement with the full corporate power and authority USPS pursuant to enter into and perform this Agreement. This Agreement which Imagitas has been duly authorized and duly executed and delivered by both parties, and it is valid, binding and enforceable against both parties in accordance with its terms. 10.3 Except the right to administer the WK program as set forth in this Article XAgreement. Unless otherwise explicitly stated in this Agreement, neither party makes or extends any other representations or Imagitas disclaims all warranties, and BTG makes no representation whether express or warrantiesimplied, express, implied written or statutoryoral, with respect in any goods or services to the Licensed Patents be provided hereunder or Licensed Knowhow that is not expressly set forth in this Article. Except as provided herein, all Licensed Patents and Licensed Knowhow are made available to Licensee on an "as is" basis, and all Licensee Technology is made available to BTG on an “as is” basis. BTG does not warrant that the Licensed Patents are valid any component or enforceable; that the Licensed Patents or Licensed Knowhow have utility, are error free, or that they will meet Licensee's requirements; or that their exploitation does not or will not infringe any existing or future patent of another person, or that any of the Licensed Patents are valid. ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF THIRD PARTY PATENTS, ARE EXPRESSLY DISCLAIMED AND EXCLUDED. The entire risk as to the results obtained by practicing under the Licensed Patents and utilizing the Licensed Knowhow, or performance of the Licensed Products, is assumed by Licensee. 10.4 BTG and Licensee specifically agree that in no event shall either party be liable for indirect, incidental, special or consequential damages of any kindpart thereof, including without limitation economic damage any implied warranty or lost profits, even if the party has been advised merchantability or is aware of the possibility of such damagesfitness for a particular purpose.

Representations Warranties and Disclaimers. 10.1 BTG 9.1 TROVAGENE represents and warrants thatto MLL (i) that it has the right to Sublicense the Patent Rights in Territory, and (ii) that it has the right and power to extend the rights and the Sublicense granted herein and to perform its obligations hereunder, (iii) that this Agreement is a valid and binding agreement, enforceable in accordance with its terms, (iv) that it is not in default under the Exclusive License Agreement, and there has not occurred any event which, with a lapse of time or giving of notice, or both, would constitute such a default, (v) as of the Effective Date, it has no actual knowledge of any conflict of any kind with any inventor(s) listed or any of the owners of the Patent Rights, which may restrict it from entering into this Agreement, granting the rights or fulfilling its obligations hereunder, (vi) as of the Effective Date, the Patent Rights are in good standing and have not lapsed for failing to meet a deadline and they have diligently been prosecuted and maintained, (vii) as of the Effective Date no person has challenged by way of this Agreement:a notice in writing the validity of any claim comprised within the Patent Rights, and (viii) as of the Effective Date, to TROVAGENE’s knowledge there are no judicial, arbitral, regulatory or administrative proceedings or investigations, claims, actions or suits relating to the inventions disclosed in the Patent or their use, making, commercialization, practice or any other exploitation thereof pending against the Original Licensors, TROVAGENE, its Affiliates or any of TROVAGENE’s sublicensees in any court or by or before any governmental body or agency and, to the best of TROVAGENE’s knowledge, no such judicial, arbitral, regulatory or administrative proceedings or investigations, actions or suits have been threatened against the Original Licensors, TROVAGENE, its Affiliates or any of TROVAGENE’ sublicensees. 10.1.1 It 9.2 MLL hereby represents and warrants to TROVAGENE that it has the legal right and power to extend enter into this Agreement and to perform its obligations, and that this Agreement is a valid and binding agreement, enforceable in accordance with its terms. MLL agrees that it shall comply and cause its Affiliate(s) and subcontractors to comply with all applicable local laws and regulations in Territory relating to the rights granted to License under this Agreement. 10.1.2 No license or covenant not to xxx has been granted to any third party to makedesign, have madeoffering, sale, use, have used, develop, have developed, improve, have improved, import, have imported, export, have exported, lease, have leased, sell, and/or have sold any product under delivery in commerce and promotion of the Licensed PatentsLaboratory Services. MLL also agrees to use diligent efforts to market and sell said Laboratory Services consistent with those efforts it uses to market and sell its’ other products with similar market potential. 10.1.3 Neither BTG nor its Affiliates has made any claim against a third party alleging any infringement, misappropriation or violation of any of the Licensed Patents. 10.1.4 There have been no claims or judicial proceedings commenced by or against BTG concerning any of the Licensed Patents or the Licensed Knowhow, and BTG has received no notice alleging or threatening any such claims or judicial proceedings. 10.1.5 BTG has granted no lien or encumbrance involving the Licensed Patents or Licensed Knowhow, and BTG will not encumber the Licensed Patents after the Effective Date of this Agreement. 10.2 Each party 9.3 TROVAGENE represents and warrants that it has is not aware of any legal deficiencies of the full corporate power patent licensed hereunder. It particularly represents and authority to enter into and perform this Agreement. This Agreement has been duly authorized and duly executed and delivered by both parties, and warrants that it is validnot aware of any third party’s prior use rights, binding and enforceable against both parties in accordance with its terms. 10.3 Except or of a dependency of the licensed patent on third party’s patents. However, except as set forth in this Article X, neither party makes or extends any other representations or warranties, and BTG makes no representation or warranties, express, implied or statutory, with respect to the Licensed Patents or Licensed Knowhow that is not otherwise expressly set forth in this ArticleSection 9, TROVAGENE makes no warranty, express or implied, including, without limitation, any implied warranties of merchantability or of fitness for a particular purpose with respect to any patent right, trademark, software, non-public or other information, or tangible research property, licensed or otherwise provided to MLL hereunder and hereby disclaims the same. Except as provided herein, all Licensed Patents and Licensed Knowhow are made available to Licensee on an "as is" basis, and all Licensee Technology is made available to BTG on an “as is” basis. BTG TROVAGENE does not warrant that the Licensed Patents are valid or enforceable; that validity of the Licensed Patents or Licensed Knowhow have utility, are error free, Patent Rights sublicensed hereunder and makes no representation whatsoever with regard to the scope of the sublicensed Patent Rights or that they will meet Licensee's requirements; such Patent Rights may be exploited by sublicensee or that their exploitation does not or will not infringe any existing or future patent of another person, or that any of the Licensed Patents are valid. ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF THIRD PARTY PATENTS, ARE EXPRESSLY DISCLAIMED AND EXCLUDED. The entire risk as to the results obtained by practicing under the Licensed Patents and utilizing the Licensed Knowhow, or performance of the Licensed Products, is assumed by Licenseeits affiliate(s) without infringing on other patents. 10.4 BTG and Licensee specifically agree that 9.4 Notwithstanding any other provision of this Agreement, in no event shall will either party be liable for any indirect, incidental, special or consequential damages, arising out of or in connection with this Agreement. MLL assumes all responsibility and liability for any loss or damages caused by the products manufactured, used, delivered, sold or provided by MLL and its affiliate(s) that are subject to this Agreement unless the same has resulted from any material breach of any kindan obligation, including without limitation economic damage representation, warranty by TROVAGENE under this Agreement or lost profitsaction, even if inactions, or misrepresentations on the party has been advised or is aware part of the possibility of such damagesTROVAGENE.

Representations Warranties and Disclaimers. 10.1 BTG represents 13.1 Each party hereto acknowledges and warrants thatagrees that no representation or promise not expressly contained in this Agreement has been made by the other party hereto or by any of its agents, as employees, representatives or attorneys concerning the subject matter of the Effective Date of this Agreement: 10.1.1 It has the legal power to extend the rights granted to License under this Agreement. 10.1.2 No license 13.2 Each party warrants and represents that to the best of its knowledge it has the full right and power to make the promises and grant the licenses set forth in this Agreement and that there are no outstanding agreements, assignments or covenant not to xxx has been granted to any third party to make, have made, use, have used, develop, have developed, improve, have improved, import, have imported, export, have exported, lease, have leased, sell, and/or have sold any product under encumbrances in existence which are inconsistent with the Licensed Patentsprovisions of this Agreement. 10.1.3 Neither BTG nor its Affiliates has made any claim against 13.3 THE RIGHTS LICENSED HEREUNDER ARE LICENSED “AS IS”. Nothing in this Agreement shall be construed as (i) a third party alleging any infringement, misappropriation warranty or violation representation by UVAPF as to the validity or scope of any of the Licensed Patents. 10.1.4 There have been no claims or judicial proceedings commenced by or against BTG concerning any of the Licensed Patents or the Licensed KnowhowKnow-how, and BTG has received no notice alleging (ii) a warranty or threatening representation that anything made, used, imported, developed, promoted, offered for sale, sold, or otherwise disposed of under any such claims license granted in this Agreement is or judicial proceedings. 10.1.5 BTG has granted no lien will not infringe patents, trade secrets or encumbrance involving other proprietary rights of third parties; (iii) an obligation to bring or prosecute actions or suits against third parties for infringement; (iv) conferring the right to use in advertising, publicity or otherwise any trademark, trade name, or names, or any contraction, abbreviation, simulation or adaptation thereof of PGx or UVAPF; (v) conferring by implication, estoppel or otherwise any license or rights under any patents of UVAPF other than the Licensed Patents or Licensed Knowhow, and BTG will not encumber the Licensed Patents after the Effective Date of this Agreement. 10.2 Each party represents and warrants that it has the full corporate power and authority to enter into and perform this Agreement. This Agreement has been duly authorized and duly executed and delivered by both parties, and it is valid, binding and enforceable against both parties in accordance with its terms. 10.3 Except as set forth in this Article X, neither party makes or extends Patents; (vi) any other representations or warranties, and BTG makes no representation either express or warrantiesimplied, express, implied unless specified in this Agreement; (vii) directly or statutory, with respect indirectly operating or applying as a waiver of sovereign immunity by the Commonwealth of Virginia; or (ix) imposing any obligation or any liability on any party contrary to the Licensed Patents or Licensed Knowhow that is not expressly set forth in this Articlelaws of Virginia. Except as provided herein, all Licensed Patents and Licensed Knowhow are made available to Licensee on an "as is" basis, and all Licensee Technology is made available to BTG on an “as is” basis. BTG does not warrant that the Licensed Patents are valid or enforceable; that the Licensed Patents or Licensed Knowhow have utility, are error free, or that they will meet Licensee's requirements; or that their exploitation does not or will not infringe any existing or future patent of another person, or that any of the Licensed Patents are valid. ANY UVAPF DISCLAIMS AND MAKES NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSEPURPOSE WITH RESPECT TO THE LICENSED PATENTS, LICENSED KNOW-HOW, OR NONINFRINGEMENT OF THIRD PARTY PATENTS, ARE EXPRESSLY DISCLAIMED AND EXCLUDED. The entire risk as to the results obtained by practicing under the Licensed Patents and utilizing the Licensed Knowhow, or performance of the Licensed Products, is assumed by LicenseeANY LICENSED PRODUCTS. 10.4 BTG 13.4 UVAPF hereby represents and Licensee specifically agree warrants to PGx that in no event shall either party be liable for indirectit is the owner of all Licensed Patents, incidental, special or consequential damages free and clear of any kind, including without limitation economic damage claims or lost profits, even if encumbrances and has the party has been advised or is aware of exclusive right to grant the possibility of such damages.licenses granted herein;

Representations Warranties and Disclaimers. 10.1 BTG 9.1 Each party hereto acknowledges and agrees (a) that this Agreement supercedes all previous understandings, agreements, and representations among the parties (whether written or oral) with respect to the subject matter therein; (b) that no representation or promise not expressly contained in this Agreement has been made by the other party hereto or by any of its agents, employees, representatives or attorneys; (c) that this Agreement is not being entered into on the basis of, or in reliance on, any promise or representation, expressed or implied, or on any conditions, provisions or terms related thereto covering the subject matter hereof, other than those which are set forth expressly in this Agreement; and (d) that each party has had the opportunity to be represented by counsel of its own choice in this matter, including the negotiations which preceded the execution of this Agreement. 9.2 Each party warrants and represents that it has the full right and power to make the promises and grant the licenses set forth in this Agreement and that there are no outstanding agreements, assignments or encumbrances in existence inconsistent with the provisions of this Agreement. 9.3 EACH MANUFACTURING PARTY DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, AND ANY WARRANTIES CONCERNING THE INHERENT PROPERTIES OF RAW MATERIALS SUPPLIED HEREUNDER, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT. EACH MANUFACTURING PARTY MAKES NO WARRANTY AS TO THE MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE OF ANY PRODUCT OF KNOW-HOW, IMPROVEMENTS THEREON OR LICENSED PATENT RIGHTS. 9.4 XXXXXX warrants thatthat any third party to whom it provides a Raw Material, whether as a Raw Material or as a component of an unfinished Product, shall not transfer such Raw Material to any other third party or use such Raw Material for purposes other than for preparing or packaging Product for which XXXXXX will pay a Purchase Price in accordance with Article III. (a) XXXXXX warrants that as of the Effective Date effective date of this Agreement:Agreement there are no Xxxxxx Collaborators. 10.1.1 It (b) XXXXXX warrants that its agreement with * * has the legal power terminated and that such agreement does not (i) give any rights to extend * or (ii) impose any obligations on XXXXXX or give any rights to XXXXXX, which in either case would adversely affect the rights granted and obligations set forth in this Agreement. (c) XXXXXX warrants that its agreement with * has terminated and that such agreement does not (i) give any rights to License * or (ii) impose any obligations on XXXXXX, or give any rights to XXXXXX, which in either case would adversely affect the rights and obligations set forth in this Agreement. (d) XXXXXX warrants that it has no agreement with any third party which (i) gives any rights to such third party or (ii) imposes obligations upon XXXXXX or gives any rights to XXXXXX, which in either case would adversely affect the rights and obligations under this Agreement. 10.1.2 No license 9.6 ODS and CHIRON warrant to XXXXXX that they have entered into one or covenant not more agreements exclusively licensing to xxx has been granted to any third party ODS Know-How owned or controlled by CHIRON, to make, have made, useuse and sell Products, with the right to sublicense to XXXXXX * = Confidential portions of material have usedbeen omitted and filed separately with the Securities and Exchange Commission. under this Agreement, develop, and that neither CHIRON nor ODS has alleged a breach of any such agreement and that such agreements have developed, improve, have improved, import, have imported, export, have exported, lease, have leased, sell, and/or have sold any product under the Licensed Patentsnot expired or terminated. 10.1.3 Neither BTG nor its Affiliates has made any claim against a third party alleging any infringement9.7 XXXXXX warrants that Exhibit 9.7 lists all U.S. patent applications filed on or before the effective date of this Agreement directed to Xxxxxx Know-How and hence subject to Paragraph 2.3 as well as the countries, misappropriation regional patent organizations, or violation of any international patent systems where applications have been filed claiming priority from one or more of the Licensed Patentslisted U.S. applications. XXXXXX further warrants that all of the inventors named in the applications listed in Exhibit 9.7 have assigned, or are under an obligation to assign, to XXXXXX all of their right, title and interest in the inventions claimed. 10.1.4 There 9.8 CHIRON warrants that Exhibit 9.8 lists all U.S. patent applications filed on or before the effective date of this Agreement directed to Know-How owned by CHIRON, as well as the countries, regional patent organizations, or international patent systems where applications have been no claims filed claiming priority from one or judicial proceedings commenced by or against BTG concerning any more of the Licensed Patents listed U.S. applications. CHIRON further warrants that all of the inventors named in the applications listed in Exhibit 9.8 have assigned, or are under an obligation to assign, to CHIRON all of their right, title and interest in the inventions claimed. ODS warrants that ODS has no U.S. patent applications pending directed to Know-How owned or controlled by ODS. 9.9 XXXXXX warrants that to the best of its knowledge there are no actions pending before any court alleging to be related to XXXXXX'x or an Xxxxxx Collaborator's interest in Xxxxxx Know-How. (a) ODS warrants that to the best of its knowledge there are no actions pending before any court alleging to be related to ODS's interests in Know-How, * , U.S. District Court for the * of * No. * Civ *. (b) ODS believes that * may assert claims in the above-referenced litigation that this Agreement or the Licensed Knowhow, performance hereunder by ODS or XXXXXX might somehow * arising from the agreements between ODS and BTG has received no notice alleging or threatening * dated * and * . While ODS believes * = Confidential portions of material have been omitted and filed separately with the Securities and Exchange Commission. that any such claims would be unjustified and meritless, there is nothing that ODS can do to prevent * from making such baseless allegations. Because there exists the possibility that * may attempt to make * a party to the above-referenced litigation or judicial proceedings. 10.1.5 BTG has granted no lien to a related proceeding, * * resulting from a claim or encumbrance involving lawsuit brought by * against * based on the Licensed Patents same or Licensed Knowhowsimilar issues as are alleged in the litigation referred to in Paragraph 9.10(a), and BTG will not encumber based on the Licensed Patents after the Effective Date of this Agreement. 10.2 Each party represents rights and warrants that it has the full corporate power and authority to enter into and perform this Agreement. This Agreement has been duly authorized and duly executed and delivered by both parties, and it is valid, binding and enforceable against both parties in accordance with its terms. 10.3 Except as obligations set forth in this Article XAgreement; provided, neither party makes however, that * shall fully cooperate with * in the * and/or * of any such * or extends * and * shall have * of any other representations such action, including the * * will not * to * * * including, but not limited to, except, however, that if * Product as * asserted by * arising from or warrantiesbased on the same or similar issues as are alleged in the litigation * = Confidential portions of material have been omitted and filed separately with the Securities and Exchange Commission. referred to in Paragraph 9.10(a) together with the existence of this Agreement, then * agrees to * * in * of * , and BTG makes no representation without any further obligations to * a * of: (i) * if must * , based on * , by * * of * and * at any time during the * from the effective date of this Agreement from * such * in * or warranties* each if the same occurs in * or * ; or (ii) * * if * must * based on * by * of * and * * at any time during the * and extending through * after the effective date of this Agreement from * in * or * * each if the same occurs in * or * In the event any such * in (i) or (ii) above causes * to * Product in any * , express, implied or statutory, * may * this Agreement with respect to the Licensed Patents or Licensed Knowhow that is not expressly set forth in this Article. Except as provided herein, all Licensed Patents and Licensed Knowhow are made available to Licensee on an "as is" basis, and all Licensee Technology is made available to BTG on an “as is” basis. BTG does not warrant that the Licensed Patents are valid or enforceable; that the Licensed Patents or Licensed Knowhow have utility, are error free, or that they will meet Licensee's requirements; or that their exploitation does not or will not infringe any existing or future patent of another person, or such * (c) Although ODS believes that any potential * claims concerning this Agreement would be totally baseless, it nonetheless is willing to also agree to the following: in the event the * of product by results in a * as a result of any * or any * asserted by * arising from or based on the same or similar issues as are alleged in the litigation referred to in Paragraph 9.10 (a) together with the existence of this Agreement, * shall * any * , provided, however, that any * by * based on * of Product shall not * the * 9.11 CHIRON warrants that to the best of its knowledge there are no actions pending before any court alleging to be related to CHIRON's interest in Know-How, * U.S. District Court for the * of * No. * Civ. * * * = Confidential portions of material have been omitted and filed separately with the Securities and Exchange Commission. 9.12 In the event ODS and XXXXXX become licensees pursuant to an agreement entered into in accordance with Paragraph 2.9 and either ODS's or XXXXXX'x license thereunder is subsequently terminated, the terminated licensee shall use all reasonable efforts to prevent termination of the Licensed Patents are valid. ANY IMPLIED WARRANTIES OF MERCHANTABILITYother party's license. 9.13 CHIRON and ODS hereby covenant in the event of the termination of any agreement between ODS and CHIRON providing for a license of Know-How to ODS, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF THIRD PARTY PATENTS, ARE EXPRESSLY DISCLAIMED AND EXCLUDED. The entire risk as such termination shall not reduce or terminate the license to the results obtained by practicing XXXXXX granted under the Licensed Patents and utilizing the Licensed Knowhow, or performance terms of this Agreement including XXXXXX'x right to use any portion of the Licensed Products, is assumed Know-How licensed by LicenseeCHIRON TO ODS. 10.4 BTG 9.14 CHIRON covenants that it will prosecute its patent applications related to HCV in a manner intended to achieve the broadest and Licensee specifically agree that most effective patent protection practical in no event shall either party be liable for indirect, incidental, special or consequential damages of any kind, including without limitation economic damage or lost profits, even if the party has been advised or is aware of the possibility of such damagesCHIRON's sole judgement.

Representations Warranties and Disclaimers. 10.1 BTG 9.1 XENOMICS represents and warrants thatto WARNEX (i) that it has the right to sublicense the Patent Rights in Territory and that XENOMICS has received the appropriate written authorization from the Original Licensors to enter into this Agreement, and (ii) that it has the right and power to extend the rights and the Sublicense granted herein and to perform its obligations hereunder, (iii) that this Agreement is a valid and binding agreement, enforceable in accordance with its terms, (iv) that it is not in default under the Exclusive License Agreement, and there has not occurred any event which, with a lapse of time or giving of notice, or both, would constitute such a default. There has not been any default by any party or dispute between XENOMICS and any party under the Exclusive License Agreement, (v) as of the Effective Date, it has no actual knowledge of any conflict of any kind with any inventor(s) listed or any of the owner of the Patent Rights, which may restrict it from entering into this Agreement, granting the rights or fulfilling its obligations hereunder, (vi) as of the Effective Date, the Patent Rights are in good standing and have not lapsed for failing to meet a deadline and they have diligently been prosecuted and maintained, (vii) As of the Effective Date no person has challenged by way of a notice in writing the validity of any claim comprised within the Patent Rights, and (viii) as of the Effective Date there are no judicial, arbitral, regulatory or administrative proceedings or investigations, claims, actions or suits relating to the inventions disclosed in the Patent or their use, making, commercialization, practice or any other exploitation thereof pending against the Original Licensors, XENOMICS, its Affiliates or any of this Agreement: 10.1.1 It has XENOMICS’ sublicensees in any court or by or before any governmental body or agency and, to the legal power to extend best of XENOMICS’ knowledge, no such judicial, arbitral, regulatory or administrative proceedings or investigations, actions or suits have been threatened agains the rights granted to License under this AgreementOriginal Licensors, XENOMICS, its Affiliates or any of XENOMICS’ sublicensees. 10.1.2 No license or covenant not to xxx has been granted to any third party to make, have made, use, have used, develop, have developed, improve, have improved, import, have imported, export, have exported, lease, have leased, sell, and/or have sold any product under the Licensed Patents. 10.1.3 Neither BTG nor its Affiliates has made any claim against a third party alleging any infringement, misappropriation or violation of any of the Licensed Patents. 10.1.4 There have been no claims or judicial proceedings commenced by or against BTG concerning any of the Licensed Patents or the Licensed Knowhow, and BTG has received no notice alleging or threatening any such claims or judicial proceedings. 10.1.5 BTG has granted no lien or encumbrance involving the Licensed Patents or Licensed Knowhow, and BTG will not encumber the Licensed Patents after the Effective Date of this Agreement. 10.2 Each party 9.2 WARNEX hereby represents and warrants to XENOMICS that it has the full corporate right and power and authority to enter into this Agreement and to perform this Agreement. This Agreement has been duly authorized and duly executed and delivered by both partiesits obligations, and it that this Agreement is valida valid and binding agreement, binding and enforceable against both parties in accordance with its terms. WARNEX agrees that it shall comply and cause its Affiliate(s) to comply with all applicable local laws and regulations in Territory relating to the design, sale, use, delivery in commerce and promotion of the Laboratory Services. 10.3 Except as set forth in this Article X9.3 EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN SECTION 9, neither party makes or extends any other representations or warrantiesXENOMICS MAKES NO WARRANTY, and BTG makes no representation or warrantiesEXPRESS OR IMPLIED, expressINCLUDING, implied or statutoryWITHOUT LIMITATION, with respect to the Licensed Patents or Licensed Knowhow that is not expressly set forth in this Article. Except as provided herein, all Licensed Patents and Licensed Knowhow are made available to Licensee on an "as is" basis, and all Licensee Technology is made available to BTG on an “as is” basis. BTG does not warrant that the Licensed Patents are valid or enforceable; that the Licensed Patents or Licensed Knowhow have utility, are error free, or that they will meet Licensee's requirements; or that their exploitation does not or will not infringe any existing or future patent of another person, or that any of the Licensed Patents are valid. ANY IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSEPURPOSE WITH RESPECT TO ANY PATENT RIGHT, TRADEMARK, SOFTWARE, NON-PUBLIC OR OTHER INFORMATION, OR NONINFRINGEMENT TANGIBLE RESEARCH PROPERTY, LICENSED OR OTHERWISE PROVIDED TO SUBLICENSEE HEREUNDER AND HEREBY DISCLAIMS THE SAME. XENOMICS DOES NOT WARRANT THE VALIDITY OF THIRD PARTY THE PATENT RIGHTS SUBLICENSED HEREUNDER AND MAKES NO REPRESENTATION WHATSOEVER WITH REGARD TO THE SCOPE OF THE SUBLICENSED PATENT RIGHTS OR THAT SUCH PATENT RIGHTS MAY BE EXPLOITED BY SUBLICENSEE OR ITS AFFILIATE(S) WITHOUT INFRINGING ON OTHER PATENTS, ARE EXPRESSLY DISCLAIMED AND EXCLUDED. The entire risk as to the results obtained by practicing under the Licensed Patents and utilizing the Licensed Knowhow, or performance of the Licensed Products, is assumed by Licensee. 10.4 BTG and Licensee specifically agree that in no event shall either party be liable for indirect9.4 NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, incidentalIN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, special or consequential damages of any kindSPECIAL OR CONSEQUENTIAL DAMAGES, including without limitation economic damage or lost profitsARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. SUBLICENSEE ASSUMES ALL RESPONSIBILITY AND LIABILITY FOR ANY LOSS OR DAMAGES CAUSED BY THE PRODUCTS MANUFACTURED, even if the party has been advised or is aware of the possibility of such damagesUSED, DELIVERED, SOLD OR PROVIDED BY SUBLICENSEE AND ITS AFFILIATE(S) THAT ARE SUBJECT TO THIS AGREEMENT UNLESS THE SAME HAS RESULTED FROM ANY MATERIAL BREACH OF AN OBLIGATION, REPRESENTATION, WARRANTY BY XENOMICS UNDER THIS AGREEMENT OR ACTION, INACTIONS, OR MISREPRESENTATIONS ON THE PART OF XENOMICS.

Representations Warranties and Disclaimers. 10.1 BTG 9.1 XENOMICS represents and warrants thatto LABCORP (i) that it has the right to sublicense the Patent Rights in Territory and that XENOMICS has received the appropriate written authorization from the Original Licensors to enter into this Agreement, and (ii) that it has the right and power to extend the rights and the Sublicense granted herein and to perform its obligations hereunder, (iii) that this Agreement is a valid and binding agreement, enforceable in accordance with its terms, (iv) that it is not in default under the Exclusive License Agreement, and there has not occurred any event which, with a lapse of time or giving of notice, or both, would constitute such a default. There has not been any default by any party or dispute between XENOMICS and any party under the Exclusive License Agreement, (v) as of the Effective Date, it has no actual knowledge of any conflict of any kind with any inventor(s) listed or any of the owner of the Patent Rights, which may restrict it from entering into this Agreement, granting the rights or fulfilling its obligations hereunder, (vi) as of the Effective Date, the Patent Rights are in good standing and have not lapsed for failing to meet a deadline and they have diligently been prosecuted and maintained, (vii) As of the Effective Date no person has challenged by way of a notice in writing the validity of any claim comprised within the Patent Rights, and (viii) as of the Effective Date there are no judicial, arbitral, regulatory or administrative proceedings or investigations, claims, actions or suits relating to the inventions disclosed in the Patent or their use, making, commercialization, practice or any other exploitation thereof pending against the Original Licensors, XENOMICS, its Affiliates or any of this Agreement: 10.1.1 It has XENOMICS’ sublicensees in any court or by or before any governmental body or agency and, to the legal power to extend best of XENOMICS’ knowledge, no such judicial, arbitral, regulatory or administrative proceedings or investigations, actions or suits have been threatened against the rights granted to License under this AgreementOriginal Licensors, XENOMICS, its Affiliates or any of XENOMICS’ sublicensees. 10.1.2 No license or covenant not to xxx has been granted to any third party to make, have made, use, have used, develop, have developed, improve, have improved, import, have imported, export, have exported, lease, have leased, sell, and/or have sold any product under the Licensed Patents. 10.1.3 Neither BTG nor its Affiliates has made any claim against a third party alleging any infringement, misappropriation or violation of any of the Licensed Patents. 10.1.4 There have been no claims or judicial proceedings commenced by or against BTG concerning any of the Licensed Patents or the Licensed Knowhow, and BTG has received no notice alleging or threatening any such claims or judicial proceedings. 10.1.5 BTG has granted no lien or encumbrance involving the Licensed Patents or Licensed Knowhow, and BTG will not encumber the Licensed Patents after the Effective Date of this Agreement. 10.2 Each party 9.2 LABCORP hereby represents and warrants to XENOMICS that it has the full corporate right and power and authority to enter into this Agreement and to perform this Agreement. This Agreement has been duly authorized and duly executed and delivered by both partiesits obligations, and it that this Agreement is valida valid and binding agreement, binding and enforceable against both parties in accordance with its terms. LABCORP agrees that it shall comply and cause its Affiliate(s) to comply with all applicable local laws and regulations in Territory relating to the design, sale, use, delivery in commerce and promotion of the Laboratory Services. 10.3 Except as set forth in this Article X9.3 EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN SECTION 9, neither party makes or extends any other representations or warrantiesXENOMICS MAKES NO WARRANTY, and BTG makes no representation or warrantiesEXPRESS OR IMPLIED, expressINCLUDING, implied or statutoryWITHOUT LIMITATION, with respect to the Licensed Patents or Licensed Knowhow that is not expressly set forth in this Article. Except as provided herein, all Licensed Patents and Licensed Knowhow are made available to Licensee on an "as is" basis, and all Licensee Technology is made available to BTG on an “as is” basis. BTG does not warrant that the Licensed Patents are valid or enforceable; that the Licensed Patents or Licensed Knowhow have utility, are error free, or that they will meet Licensee's requirements; or that their exploitation does not or will not infringe any existing or future patent of another person, or that any of the Licensed Patents are valid. ANY IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSEPURPOSE WITH RESPECT TO ANY PATENT RIGHT, TRADEMARK, SOFTWARE, NON-PUBLIC OR OTHER INFORMATION, OR NONINFRINGEMENT TANGIBLE RESEARCH PROPERTY, LICENSED OR OTHERWISE PROVIDED TO SUBLICENSEE HEREUNDER AND HEREBY DISCLAIMS THE SAME. XENOMICS DOES NOT WARRANT THE VALIDITY OF THIRD PARTY THE PATENT RIGHTS SUBLICENSED HEREUNDER AND MAKES NO REPRESENTATION WHATSOEVER WITH REGARD TO THE SCOPE OF THE SUBLICENSED PATENT RIGHTS OR THAT SUCH PATENT RIGHTS MAY BE EXPLOITED BY SUBLICENSEE OR ITS AFFILIATE(S) WITHOUT INFRINGING ON OTHER PATENTS, ARE EXPRESSLY DISCLAIMED AND EXCLUDED. The entire risk as to the results obtained by practicing under the Licensed Patents and utilizing the Licensed Knowhow, or performance of the Licensed Products, is assumed by Licensee. 10.4 BTG and Licensee specifically agree that in no event shall either party be liable for indirect9.4 NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, incidentalIN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, special or consequential damages of any kindSPECIAL OR CONSEQUENTIAL DAMAGES, including without limitation economic damage or lost profitsARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. SUBLICENSEE ASSUMES ALL RESPONSIBILITY AND LIABILITY FOR ANY LOSS OR DAMAGES CAUSED BY THE PRODUCTS MANUFACTURED, even if the party has been advised or is aware of the possibility of such damagesUSED, DELIVERED, SOLD OR PROVIDED BY SUBLICENSEE AND ITS AFFILIATE(S) THAT ARE SUBJECT TO THIS AGREEMENT UNLESS THE SAME HAS RESULTED FROM ANY MATERIAL BREACH OF AN OBLIGATION, REPRESENTATION, WARRANTY BY XENOMICS UNDER THIS AGREEMENT OR ACTION, INACTIONS, OR MISREPRESENTATIONS ON THE PART OF XENOMICS.

Representations Warranties and Disclaimers. 10.1 BTG 9.1 XENOMICS represents and warrants thatto IVS (i) that it has the right to sublicense the Patent Rights in Territory and that XENOMICS has received the appropriate written authorization from the Original Licensors to enter into this Agreement, and (ii) that it has the right and power to extend the rights and the Sublicense granted herein and to perform its obligations hereunder, (iii) that this Agreement is a valid and binding agreement, enforceable in accordance with its terms, (iv) that it is not in default under the Exclusive License Agreement, and there has not occurred any event which, with a lapse of time or giving of notice, or both, would constitute such a default. There has not been any default by any party or dispute between XENOMICS and any party under the Exclusive License Agreement, (v) as of the Effective Date, it has no actual knowledge of any conflict of any kind with any inventor(s) listed or any of the owner of the Patent Rights, which may restrict it from entering into this Agreement, granting the rights or fulfilling its obligations hereunder, (vi) as of the Effective Date, the Patent Rights are in good standing and have not lapsed for failing to meet a deadline and they have diligently been prosecuted and maintained, (vii) As of the Effective Date no person has challenged by way of a notice in writing the validity of any claim comprised within the Patent Rights, and (viii) as of the Effective Date there are no judicial, arbitral, regulatory or administrative proceedings or investigations, claims, actions or suits relating to the inventions disclosed in the Patent or their use, making, commercialization, practice or any other exploitation thereof pending against the Original Licensors, XENOMICS, its Affiliates or any of this Agreement: 10.1.1 It has XENOMICS’ sublicensees in any court or by or before any governmental body or agency and, to the legal power to extend best of XENOMICS’ knowledge, no such judicial, arbitral, regulatory or administrative proceedings or investigations, actions or suits have been threatened agains the rights granted to License under this AgreementOriginal Licensors, XENOMICS, its Affiliates or any of XENOMICS’ sublicensees. 10.1.2 No license or covenant not to xxx has been granted to any third party to make, have made, use, have used, develop, have developed, improve, have improved, import, have imported, export, have exported, lease, have leased, sell, and/or have sold any product under the Licensed Patents. 10.1.3 Neither BTG nor its Affiliates has made any claim against a third party alleging any infringement, misappropriation or violation of any of the Licensed Patents. 10.1.4 There have been no claims or judicial proceedings commenced by or against BTG concerning any of the Licensed Patents or the Licensed Knowhow, and BTG has received no notice alleging or threatening any such claims or judicial proceedings. 10.1.5 BTG has granted no lien or encumbrance involving the Licensed Patents or Licensed Knowhow, and BTG will not encumber the Licensed Patents after the Effective Date of this Agreement. 10.2 Each party 9.2 IVS hereby represents and warrants to XENOMICS that it has the full corporate right and power and authority to enter into this Agreement and to perform this Agreement. This Agreement has been duly authorized and duly executed and delivered by both partiesits obligations, and it that this Agreement is valida valid and binding agreement, binding and enforceable against both parties in accordance with its terms. IVS agrees that it shall comply and cause its Affiliate(s) to comply with all applicable local laws and regulations in Territory relating to the design, sale, use, delivery in commerce and promotion of me Laboratory Services. 10.3 Except as set forth in this Article X9.3 EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN SECTION 9, neither party makes or extends any other representations or warrantiesXENOMICS MAKES NO WARRANTY, and BTG makes no representation or warrantiesEXPRESS OR IMPLIED, expressINCLUDING, implied or statutoryWITHOUT LIMITATION, with respect to the Licensed Patents or Licensed Knowhow that is not expressly set forth in this Article. Except as provided herein, all Licensed Patents and Licensed Knowhow are made available to Licensee on an "as is" basis, and all Licensee Technology is made available to BTG on an “as is” basis. BTG does not warrant that the Licensed Patents are valid or enforceable; that the Licensed Patents or Licensed Knowhow have utility, are error free, or that they will meet Licensee's requirements; or that their exploitation does not or will not infringe any existing or future patent of another person, or that any of the Licensed Patents are valid. ANY IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSEPURPOSE WITH RESPECT TO ANY PATENT RIGHT, TRADEMARK, SOFTWARE, NON-PUBLIC OR OTHER INFORMATION, OR NONINFRINGEMENT TANGIBLE RESEARCH PROPERTY, LICENSED OR OTHERWISE PROVIDED TO SUBLICENSEE HEREUNDER AND HEREBY DISCLAIMS THE SAME. XENOMICS DOES NOT WARRANT THE VALIDITY OF THIRD PARTY THE PATENT RIGHTS SUBLICENSED HEREUNDER AND MAKES NO REPRESENTATION WHATSOEVER WITH REGARD TO THE SCOPE OF THE SUBLICENSED PATENT RIGHTS OR THAT SUCH PATENT RIGHTS MAY BE EXPLOITED BY SUBLICENSEE OR ITS AFFILIATE(S) WITHOUT INFRINGING ON OTHER PATENTS, ARE EXPRESSLY DISCLAIMED AND EXCLUDED. The entire risk as to the results obtained by practicing under the Licensed Patents and utilizing the Licensed Knowhow, or performance of the Licensed Products, is assumed by Licensee. 10.4 BTG and Licensee specifically agree that in no event shall either party be liable for indirect9.4 NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, incidentalIN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, special or consequential damages of any kindSPECIAL OR CONSEQUENTIAL DAMAGES, including without limitation economic damage or lost profitsARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. SUBLICENSEE ASSUMES ALL RESPONSIBILITY AND LIABILITY FOR ANY LOSS OR DAMAGES CAUSED BY THE PRODUCTS MANUFACTURED, even if the party has been advised or is aware of the possibility of such damagesUSED, DELIVERED, SOLD OR PROVIDED BY SUBLICENSEE AND ITS AFFILIATE(S) THAT ARE SUBJECT TO THIS AGREEMENT UNLESS THE SAME HAS RESULTED FROM ANY MATERIAL BREACH OF AN OBLIGATION, REPRESENTATION, WARRANTY BY XENOMICS UNDER THIS AGREEMENT OR ACTION, INACTIONS, OR MISREPRESENTATIONS ON THE PART OF XENOMICS.

Representations Warranties and Disclaimers. 10.1 BTG 9.1 TROVAGENE represents and warrants thatto SKYLINE (i) that it has the right to sublicense the Patent Rights in Territory and that TROVAGENE has received the appropriate written authorization from the Original Licensors to enter into this Agreement, and (ii) that it has the right and power to extend the rights and the Sublicense granted herein and to perform its obligations hereunder, (iii) that this Agreement is a valid and binding agreement, enforceable in accordance with its terms, (iv) that it is not and shall during the term of this Agreement not be in default under the Exclusive License Agreement, and there has not occurred any event which, with a lapse of time or giving of notice, or both, would constitute such a default, (v) that it shall not terminate or amend, during the term of this Agreement, the Exclusive License Agreement to the detriment of SKYLINE. There has not been any default by any party or dispute between TROVAGENE and any party under the Exclusive License Agreement, (v) as of the Effective Date, it has no actual knowledge of any conflict of any kind with any inventor(s) listed or any of the owner of the Patent Rights, which may restrict it from entering into this Agreement, granting the rights or fulfilling its obligations hereunder, (vi) as of the Effective Date, the Patent Rights are in good standing and have not lapsed for failing to meet a deadline and they have diligently been prosecuted and maintained, (vii) as of the Effective Date no person has challenged by way of this Agreement: 10.1.1 It has a notice in writing the legal power validity of any claim comprised within the Patent Rights, and (viii) as of the Effective Date there are no judicial, arbitral, regulatory or administrative proceedings or investigations, claims, actions or suits relating to extend the rights granted to License under this Agreement. 10.1.2 No license inventions disclosed in the Patent or covenant not to xxx has been granted to any third party to make, have made, their use, have usedmaking, developcommercialization, have developedpractice or any other exploitation thereof pending against the Original Licensors, improvetheir Co-exclusive Product-right holders or, have improvedTROVAGENE, import, have imported, export, have exported, lease, have leased, sell, and/or have sold any product under the Licensed Patents. 10.1.3 Neither BTG nor its Affiliates has made or any claim of TROVAGENE, sublicensees in any court or by or before any governmental body or agency and, to the best of TROVAGENE’ knowledge, no such judicial, arbitral, regulatory or administrative proceedings or investigations, actions or suits have been threatened against the Original Licensors, their Co-exclusive Product-right holders, TROVAGENE, its Affiliates or any of TROVAGENE’s sublicensees and; ix) the use of the AML Profiler® including features for NPM analysis manufactured by Affymetrix (USA) as a third party alleging any infringement, misappropriation or violation component of the laboratory developed test which is being provided as a Laboratory Service does not conflict with any of the Licensed Patentsrights under the Patent Rights of the Co-exclusive Product-right holders or any other party. 10.1.4 There have been no claims or judicial proceedings commenced by or against BTG concerning any of the Licensed Patents or the Licensed Knowhow, and BTG has received no notice alleging or threatening any such claims or judicial proceedings. 10.1.5 BTG has granted no lien or encumbrance involving the Licensed Patents or Licensed Knowhow, and BTG will not encumber the Licensed Patents after the Effective Date of this Agreement. 10.2 Each party 9.2 SKYLINE hereby represents and warrants to TROVAGENE that it has the full corporate right and power and authority to enter into this Agreement and to perform this Agreement. This Agreement has been duly authorized and duly executed and delivered by both partiesits obligations, and it that this Agreement is valida valid and binding agreement, binding and enforceable against both parties in accordance with its terms. SKYLINE agrees that it shall comply and cause its Affiliate(s) to comply with all applicable local laws and regulations in Territory relating to the design, sale, use, delivery in commerce and promotion of the Laboratory Services. 10.3 Except as set forth in this Article X9.3 EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN SECTION 9, neither party makes or extends any other representations or warrantiesTROVAGENE MAKES NO WARRANTY, and BTG makes no representation or warrantiesEXPRESS OR IMPLIED, expressINCLUDING, implied or statutoryWITHOUT LIMITATION, with respect to the Licensed Patents or Licensed Knowhow that is not expressly set forth in this Article. Except as provided herein, all Licensed Patents and Licensed Knowhow are made available to Licensee on an "as is" basis, and all Licensee Technology is made available to BTG on an “as is” basis. BTG does not warrant that the Licensed Patents are valid or enforceable; that the Licensed Patents or Licensed Knowhow have utility, are error free, or that they will meet Licensee's requirements; or that their exploitation does not or will not infringe any existing or future patent of another person, or that any of the Licensed Patents are valid. ANY IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSEPURPOSE WITH RESPECT TO ANY PATENT RIGHT, TRADEMARK, SOFTWARE, NON-PUBLIC OR OTHER INFORMATION, OR NONINFRINGEMENT TANGIBLE RESEARCH PROPERTY, LICENSED OR OTHER WISE PROVIDED TO SUBLICENSEE HEREUNDER AND HEREBY DISCLAIMS THE SAME. TROVAGENE DOES NOT WARRANT THE VALIDITY OF THIRD PARTY THE PATENT RIGHTS SUBLICENSED HEREUNDER AND MAKES NO REPRESENTATION WHATSOEVER WITH REGARD TO THE SCOPE OF THE SUBLICENSED PATENT RIGHTS OR THAT SUCH PATENT RIGHTS MAY BE EXPLOITED BY SUBLICENSEE OR ITS AFFILIATE (S) WITHOUT INFRINGING ON OTHER PATENTS, ARE EXPRESSLY DISCLAIMED AND EXCLUDED. The entire risk as to the results obtained by practicing under the Licensed Patents and utilizing the Licensed Knowhow, or performance of the Licensed Products, is assumed by Licensee. 10.4 BTG and Licensee specifically agree that in no event shall either party be liable for indirect9.4 NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, incidentalIN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, special or consequential damages of any kindSPECIAL OR CONSEQUENTIAL DAMAGES, including without limitation economic damage or lost profitsARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. SUBLICENSEE ASSUMES ALL RESPONSIBILITY AND LIABILITY FOR ANY LOSS OR DAMAGES CAUSED BY THE LABORATORY SERVICES, even if the party has been advised or is aware of the possibility of such damagesUSED, DELIVERED, SOLD OR PROVIDED BY SUBLICENSEE AND ITS AFFILIATE(S) AND APPOINTEES THAT ARE SUBJECT TO THIS AGREEMENT UNLESS THE SAME HAS RESULTED FROM ANY MATERIAL BREACH OF AN OBLIGATION, REPRESENTATION, WARRANTY BY TROVAGENE UNDER THIS AGREEMENT OR ACTION, INACTIONS, OR MISREPRESENTATIONS ON THE PART OF TROVAGENE.

Representations Warranties and Disclaimers. 10.1 BTG represents and warrants that, as of the Effective Date of this Agreement: 10.1.1 It has the legal power to extend the rights granted to License under this Agreement. 10.1.2 No license or covenant not to xxx has been granted to any third party to make, have made, use, have used, develop, have developed, improve, have improved, import, have imported, export, have exported, lease, have leased, sell, and/or have sold any product under the Licensed Patents. 10.1.3 Neither BTG nor its Affiliates has made any claim against a third party alleging any infringement, misappropriation or violation of any of the Licensed Patents. 10.1.4 There have been no claims or judicial proceedings commenced by or against BTG concerning any of the Licensed Patents or the Licensed Knowhow, and BTG has received no notice alleging or threatening any such claims or judicial proceedings. 10.1.5 BTG has granted no lien or encumbrance involving the Licensed Patents or Licensed Knowhow, and BTG will not encumber the Licensed Patents after the Effective Date of this Agreement. 10.2 Each party (a) Cabot represents and warrants that it has the full corporate power and authority right to enter into and perform this Agreement. This Agreement has been duly authorized and duly executed and delivered by both parties, and it is valid, binding and enforceable against both parties in accordance with its terms. 10.3 Except as grant to Aspen the licenses set forth in this Article XAgreement. (b) Except as provided in sub-paragraph (a) of this Section and Section 2.1(d) above, neither party makes or extends any other representations or warranties, and BTG Cabot makes no representation or warranties, express, implied or statutory, gives any warranty with respect to the Licensed Patents Intellectual Property licensed hereunder by Aspen. Cabot shall have no responsibility with respect to either (a) the use made of the Licensed Intellectual Property by Aspen or any third party or (b) any products made by Aspen or any third party under the Licensed Knowhow Intellectual Property. (c) Without limiting the generality of the foregoing, Cabot: (a) shall under no circumstances be liable for any loss, damage, personal injury or death resulting from, arising out of or connected with (i) the use by Aspen under this Agreement of the Licensed Intellectual Property made available hereunder or (ii) the use by Aspen or any third party of any products manufactured under the Licensed Intellectual Property. (a) Aspen represents and warrants that is not expressly it has the right to grant to Cabot the licenses set forth in this ArticleAgreement, including, but not limited to licenses under the following US patents and applications associated with the following publications (including their corresponding counterpart applications pending elsewhere in the world and/or all applications claiming priority to same): [***];[***] (limited to Aerogel related subject matter); [***] (limited to Aerogel related subject matter); [***] (limited to Aerogel related subject matter); [***]; [***]; [***]; and [***]. Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. (b) Except as provided hereinin sub-paragraph (a) of this Section, all Licensed Patents and Licensed Knowhow are made available Aspen makes no representation or gives any warranty with respect to Licensee on an "as is" basis, and all Licensee Technology is made available to BTG on an “as is” basis. BTG does not warrant that the Licensed Patents are valid or enforceable; that Intellectual Property licensed hereunder by Cabot. Aspen shall have no responsibility with respect to either (a) the Licensed Patents or Licensed Knowhow have utility, are error free, or that they will meet Licensee's requirements; or that their exploitation does not or will not infringe any existing or future patent of another person, or that any use made of the Licensed Patents are validIntellectual Property by Cabot or any third party or (b) any products made by Cabot or any third party under the Licensed Intellectual Property. (c) Without limiting the generality of the foregoing, Aspen: (a) shall under no circumstances be liable for any loss, damage, personal injury or death resulting from, arising out of or connected with (i) the use by Cabot under this Agreement of the Licensed Intellectual Property made available hereunder or (ii) the use by Cabot or any third party of any products manufactured under the Licensed Intellectual Property. 5.3 Neither party gives any warranty regarding the validity of its Licensed Intellectual Property or that the utilization of its Licensed Intellectual Property will not result in the infringement of any third party’s patent, and grants no indemnity against any costs, damages, expenses or royalties resulting from any action taken by such third party. With respect to the Licensed Intellectual Property, neither party shall have any liability hereunder for any consequential, incidental, indirect, special or punitive damages. 5.4 EXCEPT AS SET FORTH IN THIS ARTICLE 5, THERE ARE NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, CONCERNING THE LICENSED INTELLECTUAL PROPERTY LICENSED HEREUNDER, AND NO SUCH WARRANTIES OR REPRESENTATIONS SHALL BE IMPLIED UNDER ANY IMPLIED WARRANTIES APPLICABLE LAW OR IN EQUITY, INCLUDING WITHOUT LIMITATION, A WARRANTY OF MERCHANTABILITY, MERCHANTABILITY AND A WARRANTY OF FITNESS FOR A PARTICULAR PURPOSEPURPOSE OR ANY OTHER WARRANTY WHICH MAY BE IMPLIED UNDER COMMON LAW OR UNDER THE UNIFORM COMMERCIAL CODE OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES OF AMERICA. 5.5 Aspen hereby represents and warrants that it has, OR NONINFRINGEMENT OF THIRD PARTY PATENTS, ARE EXPRESSLY DISCLAIMED AND EXCLUDED. The entire risk as or with respect to any preferred stock to be issued to Cabot pursuant to Section 4.1(b) will have on or prior to the results obtained closing date of the issuance of such preferred shares, the full right, power and authority, including any shareholder or Board of Director approvals which may be required under its Charter, Bylaws or otherwise to enter into this Agreement, and at the Closing, to transfer to Cabot the shares of Aspen contemplated in Section 4.1 (b). 5.6 Aspen hereby represents and warrants that it is not a party to, subject to or bound by practicing any agreement or any judgment, order, writ, prohibition, injunction or decree of any court or other governmental body which would prevent the execution or delivery of this Agreement or the consummation of the transactions contemplated herein, provided, however, that the issuance of the preferred shares to Cabot as contemplated by Section 4.1(b) will be subject to obtaining the necessary consents from the Board of Directors and Stockholders and appropriate amendments to the Certificate of Incorporation of Aspen. Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. 5.7 Aspen hereby represents and warrants that it is a corporation duly organized, validly existing and in good standing under the Licensed Patents laws of the State of Delaware, and utilizing has all requisite power and authority (corporate and otherwise) to own its properties, to carry on its business as now being conducted, to execute and deliver this Agreement and the Licensed Knowhowagreements contemplated herein, and to consummate the transactions contemplated hereby and thereby. Aspen is duly qualified to do business and is in good standing in all jurisdictions in which its ownership of property or the character of its business requires such qualification. Aspen has furnished Cabot with copies of its most current Certificate of Incorporation, Bylaws and Shareholders Agreement currently in effect and such copies are true, correct and complete and contain all amendments as of the Effective Date. 5.8 Aspen hereby represents and warrants that as of the date of this Agreement the authorized capital stock of Aspen as of the Effective Date consists of 58,321,710 shares of Common Stock, having a par value of $0.01 and 24,688,009 shares of Preferred Stock, having a par value of $0.01. A summary capitalization table of Aspen is attached hereto as Schedule A, which table shows the number of shares of common stock, or performance common stock equivalents in the case of preferred stock, stock purchase warrants and stock options issued or issuable under Aspen’s equity and incentive plans as of the Licensed Products, is assumed by Licenseedate of this Agreement. 10.4 BTG 5.9 Aspen hereby represents and Licensee specifically agree that in no event shall either party warrants that: (a) the execution and delivery by Aspen of this Agreement and the agreements provided for herein, and the consummation by Aspen of all transactions contemplated hereunder and thereunder by Aspen, have been (or will be liable for indirectat the time such agreements may be entered into and/or such transactions consummated) duly authorized by all requisite corporate action, incidentalincluding, special or consequential damages of but not limited to any kind, including without limitation economic damage or lost profits, even if the party has been advised or is aware of the possibility of such damagesrequired shareholder approval.

Representations Warranties and Disclaimers. 10.1 BTG 9.1 TROVAGENE represents and warrants thatto Fairview (i) that it has the right to sublicense the Patent Rights in Territory and that TROVAGENE has received the appropriate written authorization from the Original Licensors to enter into this Agreement, and (ii) that it has the right and power to extend the rights and the Sublicense granted herein and to perform its obligations hereunder, (iii) that this Agreement is a valid and binding agreement, enforceable in accordance with its terms, (iv) that it is not in default under the Exclusive License Agreement, and there has not occurred any event which, with a lapse of time or giving of notice, or both, would constitute such a default. There has not been any default by any party or dispute between TROVAGENE and any party under the Exclusive License Agreement, (v) as of the Effective Date, it has no actual knowledge of any conflict of any kind with any inventor(s) listed or any of the owner of the Patent Rights, which may restrict it from entering into this Agreement, granting the rights or fulfilling its obligations hereunder, (vi) as of the Effective Date, the Patent Rights are in good standing and have not lapsed for failing to meet a deadline and they have diligently been prosecuted and maintained, (vii) as of the Effective Date no person has challenged by way of this Agreement:a notice in writing the validity of any claim comprised within the Patent Rights, and (viii) as of the Effective Date there are no judicial, arbitral, regulatory or administrative proceedings or investigations, claims, actions or suits relating to the inventions disclosed in the Patent or their use, making, commercialization, practice or any other exploitation thereof pending against the Original Licensors, TROVAGENE, its Affiliates or any of TROVAGENE’ sublicensees in any court or by or before any governmental body or agency and, to the best of TROVAGENE’ knowledge, no such judicial, arbitral, regulatory or administrative proceedings or investigations, actions or suits have been threatened against the Original Licensors, TROVAGENE, its Affiliates or any of TROVAGENE’ sublicensees. 10.1.1 It 9.2 Fairview hereby represents and warrants to TROVAGENE that it has the legal right and power to extend enter into this Agreement and to perform its obligations, and that this Agreement is a valid and binding agreement, enforceable in accordance with its terms. Fairview agrees that it shall comply and cause its Affiliate(s) to comply with all applicable local laws and regulations in Territory relating to the rights granted to License under this Agreement. 10.1.2 No license or covenant not to xxx has been granted to any third party to makedesign, have madesale, use, have used, develop, have developed, improve, have improved, import, have imported, export, have exported, lease, have leased, sell, and/or have sold any product under delivery in commerce and promotion of the Licensed PatentsLaboratory Services. 10.1.3 Neither BTG nor its Affiliates has made any claim against a third party alleging any infringement, misappropriation or violation of any of the Licensed Patents. 10.1.4 There have been no claims or judicial proceedings commenced by or against BTG concerning any of the Licensed Patents or the Licensed Knowhow, and BTG has received no notice alleging or threatening any such claims or judicial proceedings. 10.1.5 BTG has granted no lien or encumbrance involving the Licensed Patents or Licensed Knowhow, and BTG will not encumber the Licensed Patents after the Effective Date of this Agreement. 10.2 Each party 9.3 TROVAGENE represents and warrants that it has is not aware of any legal deficiencies of the full corporate power patent licensed hereunder. It particularly represents and authority to enter into and perform this Agreement. This Agreement has been duly authorized and duly executed and delivered by both parties, and warrants that it is valid, binding and enforceable against both parties in accordance with its terms. 10.3 Except as set forth in this Article X, neither party makes or extends not aware of any other representations or warranties, and BTG makes no representation or warranties, express, implied or statutory, with respect to the Licensed Patents or Licensed Knowhow that is not expressly set forth in this Article. Except as provided herein, all Licensed Patents and Licensed Knowhow are made available to Licensee on an "as is" basis, and all Licensee Technology is made available to BTG on an “as is” basis. BTG does not warrant that the Licensed Patents are valid or enforceable; that the Licensed Patents or Licensed Knowhow have utility, are error freethird party’s prior use rights, or that they will meet Licensee's requirements; or that their exploitation does not or will not infringe any existing or future patent of another person, or that any a dependency of the Licensed Patents are validlicensed patent on third party’s patents. However, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN SECTION 9, TROVAGENE MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSEPURPOSE WITH RESPECT TO ANY PATENT RIGHT, TRADEMARK, SOFTWARE, NON-PUBLIC OR OTHER INFORMATION, OR NONINFRINGEMENT TANGIBLE RESEARCH PROPERTY, LICENSED OR OTHERWISE PROVIDED TO SUBLICENSEE HEREUNDER AND HEREBY DISCLAIMS THE SAME. TROVAGENE DOES NOT WARRANT THE VALIDITY OF THE PATENT RIGHTS SUBLICENSED HEREUNDER AND MAKES NO REPRESENTATION WHATSOEVER WITH REGARD TO THE SCOPE OF THE SUBLICENSED PATENT RIGHTS OR THAT SUCH PATENT RIGHTS MAY BE EXPLOITED BY SUBLICENSEE OR ITS AFFILIATE(S) WITHOUT INFRINGING ON OTHER PATENTS. 9.4 EXCEPT AS SET FORTH BELOW, NO PARTY SHALL BE LIABLE TO ANY OTHER PARTY OR ANY THIRD PARTY PATENTSTO WHOM LICENSED SERVICES ARE RENDERED PURSUANT TO SECTION 2.1, ARE EXPRESSLY DISCLAIMED IN CONTRACT, TORT, NEGLIGENCE, BREACH OF STATUTORY DUTY OR OTHERWISE FOR ANY LOSS, DAMAGE, COST OR EXPENSE OF AN INDIRECT OR CONSEQUENTIAL NATURE (INCLUDING ANY ECONOMIC LOSS OR OTHER LOSS OF TURNOVER, PROFITS, BUSINESS OR GOODWILL) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SUBJECT MATTER OF THIS AGREEMENT. THIS SECTION 9.4 SHALL NOT APPLY TO ANY DAMAGES ARISING OUT OF (a) SECTION 8 INDEMNIFICATION, (B) ARTICLE 9, (C) ARTICLE 13 CONFIDENTIALITY, (E) MATERIAL BREACH OF ANY OTHER OBLIGATION, REPRESENTATION, WARRANTY BY TROVAGENE UNDER THIS AGREEMENT, OR ACTION, INACTIONS OR MISREPRESENTATIONS OF TROVAGENE AND EXCLUDED. The entire risk as to the results obtained by practicing under the Licensed Patents and utilizing the Licensed Knowhow, or performance of the Licensed Products, is assumed by Licensee(F) GROSS NEGLIGENCE AND/OR WILLFUL MISCONDUCT OF A PARTY’S EMPLOYEES OR AGENTS. 10.4 BTG and Licensee specifically agree that in no event shall either party be liable for indirect, incidental, special or consequential damages of any kind, including without limitation economic damage or lost profits, even if the party has been advised or is aware of the possibility of such damages.