12. MISCELLANEOUS PROVISIONS
Entire Agreement. This Agreement, the schedules and exhibits and other attachments hereto, if any, constitute and contain the entire understanding and agreement of the parties respecting the subject matter or this Agreement and cancel and supersede any all prior negotiations, correspondence, understandings representations and agreements between the parties, whether oral or written, regarding such subject matter. Humabs acknowledges that its wholly-owned subsidiary, Humabs BioMed, has entered into a separate license agreement wjth the IRB regarding intellectual property described therein, and Humabs consents to the terms of such agreement.
Force Majeure. Nonperformance of a party (other than for the payment of money) shall be excused to the extent that performance is rendered impossible by strike fire, earthquake, flood governmental acts or orders or restrictions, failure of suppliers, or any other reason where failure to perform is beyond the reasonable control and not caused by the negligence, intentional conduct or misconduct of the nonperforming party; provided however that the nonperforming party shall use commercially reasonable efforts to resume performance as soon as reasonably practicable.
Further Actions. Each party agrees to execute, acknowledge and deliver such further instruments and to do all such other acts as may be necessary or appropriate in order to carry out the purposes and intent of this Agreement.
Binding Effect. This Agreement and the rights granted herein hall be binding upon and shall inure to the benefit of Licensee, IRB and their respective successors and permitted assigns.
Assignment. Except as otherwise expressly provided under this Agreement Licensee shall not assign or other transfer this Agreement or any of its rights or obligations hereunder (whether voluntarily, by operation of law or otherwise), without the prior express written consent of IRB, which consent shall not be unreasonably withheld. Notwithstanding the foregoing that Licensee may, without such consent, assign this Agreement and its rights and obligations hereunder in connection with the transfer or sale of all or substantially all of its business (if assigned to the transferee of such business), or in the event of its merger (if assigned to the merged entity), consolidation (if assigned to the consolidated entity), or other similar transaction. In the event of a proposed transfer or sale of all or substantially all of its business, Licensee shall notify the IRB [***]. Any permitted assignee shall assume all obligations of its assignor under this Agreement. Any purported assignment or transfer in violation of this section shall be void.
No Implied Licenses. No rights of either party to any patents know-how or technical information, or other intellectual property rights, other than as explicitly identified herein, are granted or deemed granted by this Agreement.
No Third Party Rights. Except as expressly stated herein nothing in this Agreement shall confer any rights upon any person or entity other than the parties and their respective successors and permitted assigns.
No Waiver. No waiver, modification or amendment of any provision of this Agreement shall be valid or effective unless made in writing and signed by a duly authorized officer of such party. The failure of a party to assert a right hereunder or to insist upon compliance with any term or condition of this Agreement shall not constitute a waiver of that right or excuse a similar subsequent failure to perform any such term or condition.
/s/WJR /s/SRC /s/JN /s/GN