MANDATORY SUBLICENSING PROVISIONS
1. The Sublicensee will acknowledge that nothing in the Sublicense Agreement grants to it any ownership in the sublicensed Licensed Patents except for the non-exclusive license to use such sublicensed Licensed Patents in accordance with the Sublicense.
2. The Sublicensee, its Sublicensee Controlled Subsidiaries and their Sublicensees shall comply with all Applicable Laws in connection with the exploitation of the Licensed Patents.
3. The Sublicensee will keep and use all of PHSAs Confidential Information in confidence and will materially conform with the obligations of confidentiality imposed upon TScan with respect to PHSA confidential information in this Agreement.
4. Except as required under Applicable Laws or the rules of any Securities Regulators, the Sublicensee will agree not to use PHSAs, UBCs or SFUs name, trade-marks, service marks, logos, insignia, seal, or designs without the prior written consent of PHSA.
5. The Sublicensee will procure and maintain insurance as provided for in this Agreement.
6. The Sublicensee will acknowledge and agree that PHSA, UBC and SFU make no representations, conditions or warranties, either express or implied, to the Sublicensee with respect to the Licensed Patents. Without limiting the generality of the foregoing, the Sublicensee will acknowledge that PHSA specifically disclaims any express or implied warranty, condition or representation:
(a) that anything made, used, sold or otherwise disposed of under the Sublicense Agreement granted to the Sublicensee correspond with a particular description, are of merchantable quality, are fit for a particular purpose or are durable for a reasonable period of time; and
(b) as to title to the Licensed Patents, or that anything made, used, sold or otherwise disposed of under the Sublicense Agreement granted to the Sublicensee will not infringe the patents, copyrights, trade-marks, industrial designs or other intellectual property rights of any third parties, including any patents, copyrights, trade-marks, industrial design or other intellectual property rights owned, in whole or in part, by PHSA, or licensed by PHSA to any third parties;
(c) that the Sublicensee has, or will have, the freedom to operate or practice the Licensed Patents.
7. The Sublicensee will acknowledge and agree that PHSA, UBC and SFU will not be liable for any loss, whether direct, consequential, incidental or special, which the Sublicensee or any other third parties suffer, arising from any defect, error or fault of the Licensed Patents or anything made, used, sold or otherwise disposed of under the Sublicense Agreement granted to the Sublicensee, or their failure to perform, even if PHSA, UBC or SFU is aware of the possibility of the defect, error, fault or failure. The Sublicensee will also acknowledge that it has been advised to undertake its own due diligence regarding the Licensed Patents, and that PHSA is under no obligation to bring, prosecute or defend actions or suits against third parties for infringement of patents, copyrights, trademarks, industrial designs or other intellectual property or contractual rights in relation to the Licensed Patents.