CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED.
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RIS Ref: 14108
10.2. ASOthera Representation. ASOthera hereby represents to University that:
(a) it is a corporation duly organized, validly existing and in good standing under the laws of Delaware;
(b) it has all requisite corporate power, right and authority to enter into and perform its obligations under this Agreement;
(c) this Agreement constitutes its valid and binding obligation enforceable in accordance with its terms; and
(d) its execution and delivery of this Agreement, and compliance with the terms hereof, do not and will not conflict with or result in a breach of any terms of, or constitute a default under, any agreement, obligation or instrument to which it is a party or by which it is bound.
10.3. Disclaimer. The Licensed Patents and Licensed Know-how are provided on an as is basis. Except as explicitly set forth in Section 10.1, University makes no representations or warranties, express or implied, including but not limited to any warranty of merchantability, fitness for a particular purpose, validity or non-infringement. University will not be liable to ASOthera, its Affiliates, sublicensees or sublicensees Affiliates, or the successors or assigns of any of them, or any Third Party with respect to any claim arising from use of the Licensed Patents or Licensed Know-how or the development, testing, manufacture, use or sale of Licensed Products, in each case by ASOthera, its Affiliates, sublicensees or sublicensees Affiliates.
10.4. Except with respect to breach of Section 6 (Confidentiality), in no event will either party be liable to the other party, or its Affiliates, sublicensees, or sublicensees Affiliates, or any Third Party, for any consequential, incidental, special or indirect damages (including, but not limited to, any lost profits or business interruption) based on activity arising out of or related to this Agreement, whether pursuant to a claim of breach of contract or any other claim of any type.
10.5. Assumption of Risk. As between ASOthera (and its Affiliates, sublicensees and sublicensees Affiliates) and University, ASOthera and its Affiliates, sublicensees and sublicensees Affiliates hereby assume the entire risk as to the performance, safety and efficacy of any Licensed Product.
11.1. Indemnification. ASOthera will defend, indemnify, and hold harmless University from and against any and all liability, loss, damage, action, claim, or expense suffered or incurred by the University, its staff or students (Indemnified Parties), including attorneys fees and expenses (collectively, Liabilities), arising out of or resulting from any Third Party claim arising out of or resulting from (i) the development, manufacture, sale or use of the Licensed Products of ASOthera, its Affiliates, sublicensees, sublicensees Affiliates; or (ii) any personal injury arising from ASOtheras, its Affiliates, sublicensees and sublicensees Affiliates negligence. However, the foregoing will not apply to the extent any such Liabilities result or arise from the negligence, willful misconduct, violation of applicable law, or breach of this Agreement by University.