Common use of WARRANTY BY LICENSOR Clause in Contracts

WARRANTY BY LICENSOR. 15.1 Licensor warrants that it has the lawful right to grant the license set forth in this Agreement. 15.2 EXCEPT AS EXPRESSLY PROVIDED IN SECTION 15.1, THE PARTIES ACKNOWLEDGE AND AGREE THAT KU, LICENSOR, ITS AFFILIATES, AGENTS, EMPLOYEES, AND THE INVENTORS HAVE MADE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, OR THE VALIDITY OR ENFORCEABILITY OF PATENT RIGHTS IN NO EVENT SHALL LICENSOR, ITS AFFILIATES, AGENTS, EMPLOYEES, AND THE INVENTORS BE HELD RESPONSIBLE FOR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE EXERCISE OF PATENT RIGHTS, EVEN IF LICENSOR IS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. 15.3 Nothing in this Agreement shall be construed as: a. a warranty or representation by Licensor as to the validity, enforceability, or scope of any Patent Rights. b. a warranty or representation by Licensor that the exercise or practice by the Licensee of the license granted herein (including making, using, selling, offering for sale, or importing the Licensed Product) is or will be free from infringement of intellectual property rights of third parties. c. an obligation by Licensor or KU to bring or prosecute actions or suits against third parties for patent infringement, except as expressly provided in Article 16 hereof. d. an obligation to furnish any know-how not provided in the Patent Rights. e. conferring by implication, estoppel or otherwise any license or rights under any patents of Licensor other than Patent Rights. 15.4 Any breach of the representations or warranties made in this Article 15 shall entitle Licensee to a refund of all payments made to Licensor as consideration for the rights granted under this Agreement, and said refund shall be the sole remedy available to Licensee for breach or violation of any provisions contained in this Article 15.

WARRANTY BY LICENSOR. 15.1 11.1 Licensor warrants that it has the lawful right to grant the license set forth in this Agreement. 15.2 11.2 EXCEPT AS EXPRESSLY PROVIDED IN SECTION 15.1THIS AGREEMENT, THE PARTIES ACKNOWLEDGE AND AGREE THAT KU, LICENSOR, ITS AFFILIATES, AGENTS, EMPLOYEES, AND THE INVENTORS HAVE LICENSOR HAS MADE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, OR THE VALIDITY OR ENFORCEABILITY OF PATENT RIGHTS . IN NO EVENT SHALL LICENSOR, ITS AFFILIATES, AGENTS, EMPLOYEES, AND THE INVENTORS LICENSOR BE HELD RESPONSIBLE FOR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE EXERCISE USE OF PATENT RIGHTS, EVEN IF LICENSOR IS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. 15.3 11.3 Nothing in this Agreement shall be construed as: a. a warranty or representation by Licensor as to the validity, enforceability, validity or scope of any Patent Rights. b. a warranty or representation by Licensor that the exercise anything made, used, sold or practice by the Licensee otherwise disposed of the pursuant to any license granted herein (including making, using, selling, offering for sale, or importing the Licensed Product) under this Agreement is or will be free from infringement of intellectual property rights of third parties. c. an obligation by Licensor or KU to bring or prosecute actions or suits against third parties for patent infringement, except as expressly provided in Article 16 12 hereof. d. an obligation to furnish any know-how not provided in the Patent Rights. e. conferring by implication, estoppel or otherwise any license or rights under any patents of Licensor other than Patent Rights. 15.4 Any 11.4 As the sole remedy for any breach or violation of any provisions, including the representations or warranties made warranties, contained in this Article 15 Agreement by Licensor, Licensee shall entitle Licensee have, at its sole option, (a) the right to a refund of all payments made to Licensor by Licensee as consideration for the rights granted under this Agreement, and said refund shall be Agreement or (b) the sole remedy available right to Licensee for cure such breach or violation at the sole expense of Licensor, provided that in no event shall Licensor be required to pay or expend any provisions contained amounts in excess of the aggregate payments received by Licensor from Licensee under this Article 15Agreement.

WARRANTY BY LICENSOR. 15.1 Licensor warrants that it has the lawful right to grant the license set forth in this Agreement. 15.2 EXCEPT AS EXPRESSLY PROVIDED IN SECTION 15.1, THE PARTIES ACKNOWLEDGE AND AGREE THAT KU, LICENSOR, ITS AFFILIATES, AGENTS, EMPLOYEES, AND THE INVENTORS HAVE MADE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, OR ON THE VALIDITY OR ENFORCEABILITY OF PATENT RIGHTS RIGHTS. IN NO EVENT SHALL LICENSOR, ITS AFFILIATES, AGENTS, EMPLOYEES, AND THE INVENTORS BE HELD RESPONSIBLE FOR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE EXERCISE OF PATENT RIGHTS, EVEN IF LICENSOR IS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. 15.3 Nothing in this Agreement shall be construed as: a. a warranty or representation by Licensor as to the validity, enforceability, or scope of any Patent Rights.; b. a warranty or representation by Licensor that the exercise or practice by the Licensee of the license granted herein (including making, using, selling, offering for sale, or importing the Licensed ProductProduct or Licensed Method) is or will be free from infringement of intellectual property rights of third parties. c. an obligation by Licensor or KU to bring or prosecute actions or suits against third parties for patent infringement, except as expressly provided in Article 16 hereof. d. an obligation to furnish any know-how not provided in the Patent Rights. e. conferring by implication, estoppel or otherwise any license or rights under any patents of Licensor other than Patent Rights. 15.4 Any breach of the representations or warranties made in this Article 15 shall entitle Licensee to a refund of all payments made to Licensor as consideration for the rights granted under this Agreement, and said refund shall be the sole remedy available to Licensee for breach or violation of any provisions contained in this Article 15.;

WARRANTY BY LICENSOR. ‌ 15.1 Licensor warrants that it has the lawful right to grant the license set forth in this Agreement. 15.2 EXCEPT AS EXPRESSLY PROVIDED IN SECTION 15.1, THE PARTIES ACKNOWLEDGE AND AGREE THAT KU, LICENSOR, ITS AFFILIATES, AGENTS, EMPLOYEES, AND THE INVENTORS HAVE MADE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, OR ON THE VALIDITY OR ENFORCEABILITY OF PATENT RIGHTS RIGHTS. IN NO EVENT SHALL LICENSOR, ITS AFFILIATES, AGENTS, EMPLOYEES, AND THE INVENTORS BE HELD RESPONSIBLE FOR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE EXERCISE OF PATENT RIGHTS, EVEN IF LICENSOR IS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. 15.3 Nothing in this Agreement shall be construed as: a. a warranty or representation by Licensor as to the validity, enforceability, or scope of any Patent Rights.; b. a warranty or representation by Licensor that the exercise or practice by the Licensee of the license granted herein (including making, using, selling, offering for sale, or importing the Licensed ProductProduct or Licensed Method) is or will be free from infringement of intellectual property rights of third parties. c. an obligation by Licensor or KU to bring or prosecute actions or suits against third parties for patent infringement, except as expressly provided in Article 16 hereof. d. an obligation to furnish any know-how not provided in the Patent Rights. e. conferring by implication, estoppel or otherwise any license or rights under any patents of Licensor other than Patent Rights. 15.4 Any breach of the representations or warranties made in this Article 15 shall entitle Licensee to a refund of all payments made to Licensor as consideration for the rights granted under this Agreement, and said refund shall be the sole remedy available to Licensee for breach or violation of any provisions contained in this Article 15.;

WARRANTY BY LICENSOR. 15.1 Licensor warrants that it has the lawful right to grant the license set forth in this Agreement. 15.2 EXCEPT AS EXPRESSLY PROVIDED IN SECTION 15.1, THE PARTIES ACKNOWLEDGE AND AGREE THAT KU, LICENSOR, ITS AFFILIATES, AGENTS, EMPLOYEES, AND THE INVENTORS HAVE LICENSOR HAS MADE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, OR THE VALIDITY OR ENFORCEABILITY OF PATENT RIGHTS . IN NO EVENT SHALL LICENSOR, ITS AFFILIATES, AGENTS, EMPLOYEES, AND THE INVENTORS LICENSOR BE HELD RESPONSIBLE FOR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE EXERCISE USE OF PATENT RIGHTS, EVEN IF LICENSOR IS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. 15.3 Nothing in this Agreement shall be construed as: a. a warranty or representation by Licensor as to the validity, enforceability, validity or scope of any Patent Rights. b. a warranty or representation by Licensor that the exercise anything made, used, sold or practice by the Licensee otherwise disposed of the pursuant to any license granted herein (including making, using, selling, offering for sale, or importing the Licensed Product) under this Agreement is or will be free from infringement of intellectual property rights of third parties. c. an obligation by Licensor or KU to bring or prosecute actions or suits against third parties for patent infringement, except as expressly provided in Article 16 hereof. d. an obligation to furnish any know-how not provided in the Patent Rights. e. conferring by implication, estoppel or otherwise any license or rights under any patents of Licensor other than Patent Rights. 15.4 Any breach of the representations or warranties made in this Article 15 shall entitle Licensee to a refund of all payments made to Licensor as consideration for the rights granted under this Agreement, and said refund shall be the sole remedy available to Licensee for breach or violation of any provisions contained in this Article 15Article.

WARRANTY BY LICENSOR. 15.1 Licensor warrants that it has the lawful right to grant the license licenses set forth in this Agreement. 15.2 EXCEPT AS EXPRESSLY PROVIDED IN SECTION 15.1, THE PARTIES ACKNOWLEDGE AND AGREE THAT KU, LICENSOR, ITS AFFILIATES, AGENTS, EMPLOYEES, AND THE INVENTORS HAVE LICENSOR HAS MADE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, OR THE VALIDITY OR ENFORCEABILITY OF PATENT RIGHTS . IN NO EVENT SHALL LICENSOR, ITS AFFILIATES, AGENTS, EMPLOYEES, AND THE INVENTORS LICENSOR BE HELD RESPONSIBLE FOR ANY DIRECT, SPECIAL, INDIRECT INDIRECT, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE EXERCISE USE OF PATENT RIGHTS, EVEN IF LICENSOR IS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. 15.3 Nothing in this Agreement shall be construed as: a. a warranty or representation by Licensor as to the validity, enforceability, validity or scope of any Patent Rights.; b. a warranty or representation by Licensor that the exercise anything made, used, sold or practice by the Licensee otherwise disposed of the pursuant to any license granted herein (including making, using, selling, offering for sale, or importing the Licensed Product) under this Agreement is or will be free from infringement of intellectual property rights of third parties.; c. an obligation by Licensor or KU to bring or prosecute actions or suits against third parties for patent infringement, except as expressly provided in Article 16 hereof.; or d. an obligation to furnish any know-how not provided in the Patent Rights. e. conferring by implication, estoppel estoppel, or otherwise any license or rights under any patents of Licensor other than Patent Rights. 15.4 Any breach of the representations or warranties made in this Article 15 shall entitle Licensee to a refund of all payments made to Licensor as consideration for the rights granted under this Agreement, and said refund shall be the sole remedy available to Licensee for breach or violation of any provisions contained in this Article 15Article.

WARRANTY BY LICENSOR. 15.1 Licensor Section 6.1 LICENSOR warrants that it has the lawful right to grant the license set forth in this AgreementAGREEMENT. 15.2 Section 6.2 EXCEPT AS EXPRESSLY PROVIDED IN SECTION 15.17.1, THE PARTIES ACKNOWLEDGE AND AGREE THAT KU, LICENSOR, ITS AFFILIATES, AGENTS, EMPLOYEES, AND THE INVENTORS HAVE LICENSOR HAS MADE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, OR THE VALIDITY OR ENFORCEABILITY OF PATENT RIGHTS . IN NO EVENT SHALL LICENSOR, ITS AFFILIATES, AGENTS, EMPLOYEES, AND THE INVENTORS EITHER PARTY BE HELD RESPONSIBLE TO THE OTHER FOR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE EXERCISE USE OF PATENT RIGHTS, EVEN IF LICENSOR THE PARTY IS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. 15.3 Section 6.3 Nothing in this Agreement AGREEMENT shall be construed as: a. (a) a warranty or representation by Licensor LICENSOR as to the validity, enforceability, validity or scope of any Patent RightsPATENT RIGHTS. b. (b) a warranty or representation by Licensor LICENSOR that the exercise anything made, used, sold or practice by the Licensee otherwise disposed of the pursuant to any license granted herein (including making, using, selling, offering for sale, or importing the Licensed Product) under this AGREEMENT is or will be free from infringement of intellectual property rights patents of third parties, unless it is proven by LICENSEE that LICENSOR knew of any such third party patent. c. (c) an obligation by Licensor or KU LICENSOR to bring or prosecute actions or suits against third parties for patent infringement, except as expressly provided in Article 16 7 hereof. d. an obligation to furnish any know-how not provided in the Patent Rights. e. (d) conferring by implication, estoppel or otherwise any license or rights under any patents of Licensor LICENSOR other than Patent RightsPATENT RIGHTS. 15.4 Section 6.4 Any breach of the representations or warranties made in this Article 15 6 shall entitle Licensee LICENSEE to a refund of all payments made to Licensor LICENSOR as consideration for the rights granted under this Agreement, and said refund shall be the sole remedy available to Licensee LICENSEE for breach or violation of any provisions contained in this Article 156.

WARRANTY BY LICENSOR. 15.1 Section 16.1 Licensor warrants that it has the lawful right to grant the license set forth in this Agreement. 15.2 Section 16.2 EXCEPT AS EXPRESSLY PROVIDED IN SECTION 15.116.1, THE PARTIES ACKNOWLEDGE AND AGREE THAT KU, LICENSOR, ITS AFFILIATES, AGENTS, EMPLOYEES, AND THE INVENTORS HAVE LICENSOR HAS MADE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, OR THE VALIDITY OR ENFORCEABILITY OF PATENT RIGHTS . IN NO EVENT SHALL LICENSOR, ITS AFFILIATES, AGENTS, EMPLOYEES, AND THE INVENTORS LICENSOR BE HELD *** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission RESPONSIBLE FOR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE EXERCISE USE OF PATENT RIGHTS, EVEN IF LICENSOR IS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. 15.3 Section 16.3 Nothing in this Agreement shall be construed as: a. (a) a warranty or representation by Licensor as to the validity, enforceability, validity or scope of any Licensor's Patent Rights. b. (b) a warranty or representation by Licensor that the exercise anything made, used, sold or practice by the Licensee otherwise disposed of the pursuant to any license granted herein (including making, using, selling, offering for sale, or importing the Licensed Product) under this Agreement is or will be free from infringement of intellectual property rights patents of third parties. c. (c) an obligation by Licensor or KU to bring or prosecute actions or suits against third parties for patent infringement, except as expressly provided in Article 16 17 hereof. d. an obligation to furnish any know-how not provided in the Patent Rights. e. (d) conferring by implication, estoppel or otherwise any license or rights under any patents of Licensor other than Licensor's Patent Rights. 15.4 Any breach of the representations or warranties made in this Article 15 shall entitle Licensee to a refund of all payments made to Licensor as consideration for the rights granted under this Agreement, and said refund shall be the sole remedy available to Licensee for breach or violation of any provisions contained in this Article 15.

WARRANTY BY LICENSOR. 15.1 Licensor Section 16.1 LICENSOR warrants that it has the lawful right to grant the license set forth in this AgreementAGREEMENT. 15.2 Section 16.2 EXCEPT AS EXPRESSLY PROVIDED IN SECTION 15.116.1, THE PARTIES ACKNOWLEDGE AND AGREE THAT KU, LICENSOR, ITS AFFILIATES, AGENTS, EMPLOYEES, AND THE INVENTORS HAVE LICENSOR HAS MADE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, OR THE VALIDITY OR ENFORCEABILITY OF PATENT RIGHTS . IN NO EVENT SHALL LICENSOR, ITS AFFILIATES, AGENTS, EMPLOYEES, AND THE INVENTORS LICENSOR BE HELD RESPONSIBLE FOR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE EXERCISE USE OF PATENT RIGHTS, EVEN IF LICENSOR IS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. 15.3 Section 16.3 Nothing in this Agreement AGREEMENT shall be construed as: a. a warranty or representation by Licensor LICENSOR as to the validity, enforceability, or validity of scope of any Patent RightsPATENT RIGHTS. b. a warranty or representation by Licensor LICENSOR that the exercise anything made, used, sold or practice by the Licensee otherwise disposed of the pursuant to any license granted herein (including making, using, selling, offering for sale, or importing the Licensed Product) under this AGREEMENT is or will be free from infringement of intellectual property rights of third parties. c. an obligation by Licensor or KU LICENSOR to bring or prosecute actions or suits against third parties for patent infringement, except as expressly provided in Article 16 17 hereof. d. an obligation to furnish any know-how not provided in the Patent Rights. e. conferring by implication, estoppel or otherwise any license or rights under any patents of Licensor LICENSOR other than Patent RightsPATENT RIGHTS. 15.4 Section 16.4 Any breach of the representations or warranties made in this Article 15 16 shall entitle Licensee LICENSEE to a refund of all payments made to Licensor LICENSOR as consideration for the rights granted under this AgreementAGREEMENT, and said refund shall be the sole remedy available to Licensee LICENSEE for breach or violation of any provisions contained in this Article 1516.

WARRANTY BY LICENSOR. 15.1 Licensor warrants that it has the lawful right to grant the license set forth in this Agreement. 15.2 EXCEPT AS EXPRESSLY PROVIDED IN SECTION 15.1, THE PARTIES ACKNOWLEDGE AND AGREE THAT KU, LICENSOR, ITS AFFILIATES, AGENTS, EMPLOYEES, AND THE INVENTORS HAVE MADE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, OR ON THE VALIDITY OR ENFORCEABILITY OF PATENT RIGHTS RIGHTS. IN NO EVENT SHALL LICENSOR, ITS AFFILIATES, AGENTS, EMPLOYEES, AND THE INVENTORS BE HELD RESPONSIBLE FOR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE EXERCISE OF PATENT RIGHTS, EVEN IF LICENSOR IS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. 15.3 Nothing in this Agreement shall be construed as: a. a warranty or representation by Licensor as to the validity, enforceability, or scope of any Patent Rights.; b. a warranty or representation by Licensor that the exercise or practice by the Licensee of the license granted herein (including making, using, selling, offering for sale, or importing the Licensed ProductProduct or Licensed Method) is or will be free from infringement of intellectual property rights of third parties. c. an obligation by Licensor or KU to bring or prosecute actions or suits against third parties for patent infringement, except as expressly provided in Article 16 hereof. d. an obligation to furnish any know-how not provided in the Patent Rights. e. conferring by implication, estoppel or otherwise any license or rights under any patents of Licensor other than Patent Rights. 15.4 Any breach of the representations or warranties made in this Article 15 shall entitle Licensee to a refund of all payments made to Licensor as consideration for the rights granted under this Agreement, and said refund shall be the sole remedy available to Licensee for breach or violation of any provisions contained in this Article 15.;

WARRANTY BY LICENSOR. Section 15.1 Licensor LICENSOR warrants that it has the lawful right to grant the license set forth in this AgreementAGREEMENT. Section 15.2 EXCEPT AS EXPRESSLY PROVIDED IN SECTION 15.1, THE PARTIES ACKNOWLEDGE AND AGREE THAT KU, LICENSOR, ITS AFFILIATES, AGENTS, EMPLOYEES, AND THE INVENTORS HAVE LICENSOR HAS MADE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, OR THE VALIDITY OR ENFORCEABILITY OF PATENT RIGHTS . IN NO EVENT SHALL LICENSOR, ITS AFFILIATES, AGENTS, EMPLOYEES, AND THE INVENTORS LICENSOR BE HELD RESPONSIBLE FOR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE EXERCISE USE OF LICENSOR’S PATENT RIGHTS, EVEN IF LICENSOR IS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. Section 15.3 Nothing in this Agreement AGREEMENT shall be construed as: a. : A. a warranty or representation by Licensor LICENSOR as to the “validity” or “scope”, enforceabilityas these terms are interpreted under U.S. patent law, or scope of any Patent Rights. b. of LICENSOR’S PATENT RIGHTS. B. a warranty or representation by Licensor LICENSOR that the exercise anything made, used, sold or practice by the Licensee otherwise disposed of the pursuant to any license granted herein (including making, using, selling, offering for sale, or importing the Licensed Product) under this AGREEMENT is or will be free from infringement of intellectual property rights patents of third parties. c. . C. an obligation by Licensor or KU LICENSOR to bring or prosecute actions or suits against third parties for patent infringement, except as expressly provided in Article 16 hereof. d. an obligation to furnish any know-how not provided in the Patent Rights. e. . D. conferring by implication, estoppel or otherwise any license or rights under any patents of Licensor LICENSOR, other than Patent RightsLICENSOR’S PATENT RIGHTS. 15.4 Any breach of the representations or warranties made in this Article 15 shall entitle Licensee to a refund of all payments made to Licensor as consideration for the rights granted under this Agreement, and said refund shall be the sole remedy available to Licensee for breach or violation of any provisions contained in this Article 15.

WARRANTY BY LICENSOR. 15.1 Section 16.1 Licensor warrants that it has the lawful right to grant the license set forth in this Agreement. 15.2 Section 16.2 EXCEPT AS EXPRESSLY PROVIDED IN SECTION 15.116.1, THE PARTIES ACKNOWLEDGE AND AGREE THAT KU, LICENSOR, ITS AFFILIATES, AGENTS, EMPLOYEES, AND THE INVENTORS HAVE LICENSOR HAS MADE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, OR THE VALIDITY OR ENFORCEABILITY OF PATENT RIGHTS . IN NO EVENT SHALL LICENSOR, ITS AFFILIATES, AGENTS, EMPLOYEES, AND THE INVENTORS LICENSOR BE HELD *** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. RESPONSIBLE FOR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE EXERCISE USE OF PATENT RIGHTS, EVEN IF LICENSOR IS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. 15.3 Section 16.3 Nothing in this Agreement shall be construed as: a. (a) a warranty or representation by Licensor as to the validity, enforceability, validity or scope of any Licensor's Patent Rights. b. (b) a warranty or representation by Licensor that the exercise anything made, used, sold or practice by the Licensee otherwise disposed of the pursuant to any license granted herein (including making, using, selling, offering for sale, or importing the Licensed Product) under this Agreement is or will be free from infringement of intellectual property rights patents of third parties. c. (c) an obligation by Licensor or KU to bring or prosecute actions or suits against third parties for patent infringement, except as expressly provided in Article 16 17 hereof. d. an obligation to furnish any know-how not provided in the Patent Rights. e. (d) conferring by implication, estoppel or otherwise any license or rights under any patents of Licensor other than Licensor's Patent Rights. 15.4 Any breach of the representations or warranties made in this Article 15 shall entitle Licensee to a refund of all payments made to Licensor as consideration for the rights granted under this Agreement, and said refund shall be the sole remedy available to Licensee for breach or violation of any provisions contained in this Article 15.