UT Southwestern Medical Center
Non-Exclusive Mouse Line License
Page 6 of 11
7. Representations and Disclaimers
7.1 Licensor Representations
Except for the rights, if any, of the Government as set forth in Section 7.2, Licensor represents and warrants to Licensee that to the
knowledge of Licensor’s designated office for technology commercialization (i) Licensor is the owner or agent of the entire right, title,
and interest in and to Technology Rights, (ii) Licensor has the right to grant licenses hereunder, and (iii) Licensor has not knowingly
granted and will not knowingly grant licenses or other rights under the Technology Rights that are in conflict with the terms and
conditions in the Agreement.
7.2 Government Rights
Licensee understands that Original Material was developed under a funding agreement with Government and that Government has
certain rights relative thereto. The Agreement is made subject to the Government’s rights under any such agreement and under any
applicable Government law or regulation. To the extent that there is a conflict between any such agreement, such applicable law or
regulation and the Agreement, the terms of such Government agreement, and applicable law or regulation, shall prevail.
7.3 Licensor Disclaimers
EXCEPT AS SPECIFICALLY SET FORTH IN SECTION 7.1, LICENSEE UNDERSTANDS AND AGREES THAT LICENSOR MAKES NO
REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, AS TO THE LICENSED
MATERIAL, OR AS TO THE OPERABILITY OR FITNESS FOR ANY USE OR PARTICULAR PURPOSE, MERCHANTABILITY, SAFETY, EFFICACY,
APPROVABILITY BY REGULATORY AUTHORITIES, TIME AND COST OF DEVELOPMENT, AND/OR BREADTH OF TECHNOLOGY RIGHTS.
LICENSOR MAKES NO REPRESENTATION AS TO WHETHER THERE ARE ANY PATENTS NOW HELD, OR WHICH WILL BE HELD, BY OTHERS
OR BY LICENSOR THAT MIGHT BE REQUIRED FOR USE OF TECHNOLOGY RIGHTS IN FIELD. NOTHING IN THE AGREEMENT WILL BE
CONSTRUED AS CONFERRING BY IMPLICATION, ESTOPPEL OR OTHERWISE ANY LICENSE OR RIGHTS TO ANY PATENTS OR
TECHNOLOGY OF LICENSOR OTHER THAN THE TECHNOLOGY RIGHTS, WHETHER SUCH PATENTS ARE DOMINANT OR SUBORDINATE TO
THE TECHNOLOGY RIGHTS SPECIFICALLY DESCRIBED HEREIN.
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.
mit of Liability
N 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
ICENSOR 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.