UT Southwestern Medical Center
Non-Exclusive Mouse Line License
Page 6 of 9
7.4 Licensee Representations
By execution of the Agreement, Licensee represents, acknowledges, covenants and agrees (a) that Licensee has not been induced in
any way by Licensor or its employees to enter into the Agreement, and (b) that Licensee has been given an opportunity to conduct
sufficient due diligence with respect to all items and issues pertaining to this Section 7 (Representations and Disclaimers) and all
other matters pertaining to the Agreement; and (c) that Licensee has adequate knowledge and expertise, or has utilized
knowledgeable and expert consultants, to adequately conduct the due diligence, and (d) that Licensee accepts all risks inherent
herein. Licensee represents that it is a duly organized, validly existing entity of the form indicated in the preamble to the Agreement,
and is in good standing under the laws of its jurisdiction of organization as indicated in the preamble of the Agreement, and has all
necessary corporate or other appropriate power and authority to execute, deliver and perform its obligations hereunder.
8. Limit of Liability
IN
NO EVENT SHALL LICENSOR, THE UNIVERSITY SYSTEM IT GOVERNS, ITS MEMBER INSTITUTIONS, INVENTORS, REGENTS, OFFICERS,
EMPLOYEES, STUDENTS, AGENTS OR AFFILIATED ENTERPRISES, BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL,
EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS OR REVENUE) ARISING OUT OF
OR IN CONNECTION WITH THE AGREEMENT OR ITS SUBJECT MATTER, REGARDLESS OF WHETHER ANY SUCH PARTY KNOWS OR SHOULD
KNOW OF THE POSSIBILITY OF SUCH DAMAGES. OTHER THAN FOR CLAIMS AGAINST LICENSEE FOR INDEMNIFICATION (SECTION 9) OR FOR
MISUSE OR MISAPPROPRIATION OR INFRINGEMENT OF LICENSOR’S INTELLECTUAL PROPERTY RIGHTS, LICENSEE WILL NOT BE LIABLE TO
LICENSOR FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS
OF PROFITS OR REVENUE) ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR ITS SUBJECT MATTER, REGARDLESS OF WHETHER
LICENSEE KNOWS OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
9. Indemnification
9.1 Indemnification Obligation
Subject to Section 9.2, Licensee agrees to hold harmless, defend and indemnify Licensor, the university system it governs, its member
institutions, its Regents, officers, employees, students and agents (“Indemnified Parties”) from and against any liabilities, damages,
causes of action, suits, judgments, liens, penalties, fines, losses, costs and expenses (including, without limitation, reasonable
attorneys’ fees and other expenses of litigation) (collectively “Liabilities”) resulting from claims or demands brought by third parties
against an Indemnified Party on account of any injury or death of persons, damage to property, or any other damage or loss arising
out of or in connection with the Agreement or the exercise or practice by or under authority of Licensee of the rights granted
hereunder.
9.2 Conditions of Indemnification
Licensee shall have no responsibility or obligation under Section 9.1 for any Liabilities to the extent caused by the gross negligence or
willful misconduct by Licensor. Obligations to indemnify and hold harmless under Section 9.1 are subject to: (a) to the extent
authorized by the Texas Constitution and the laws of the State of Texas and subject to the statutory duties of the Texas Attorney
General, the Indemnified Party giving Licensee control of the defense and settlement of the claim and demand; and (b) to the extent
authorized by the Texas Constitution and the laws of the State of Texas and subject to statutory duties of the Texas Attorney General,
the Indemnified Party providing the assistance reasonably requested by Licensee, at Licensee’s expense.
10. Assignment
Th
e Agreement may not be assigned by Licensee without the prior written consent of Licensor, which consent will not be unreasonably
withheld. A merger or other transaction in which the equity holders of Licensee prior to such event hold less than a majority of the equity of
the surviving or acquiring entity shall be considered an assignment of the Agreement. For any permitted assignment to be effective, (a)
Licensee must be in good standing under this Agreement and (b) the assignee must assume in writing (a copy of which shall be promptly
provided to Licensor) all of Licensee’s interests, rights, duties and obligations under the Agreement and agree to comply with all terms and
conditions of the Agreement as if assignee were an original Party to the Agreement.