Common use of Licensor’s Representations and Warranties Clause in Contracts

Licensor’s Representations and Warranties. Licensor hereby represents and warrants to Licensee that as of the date hereof: a. Licensor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and this Agreement has been duly authorized by all necessary corporate action. b. This Agreement is the legal, valid and binding obligation of Licensor, enforceable against Licensor in accordance with its terms. c. Neither the execution and delivery of this Agreement nor the compliance with the terms and conditions hereof will conflict with, result in a breach or violation by Licensor of or constitute a default under any of the terms, conditions or provisions of any contract, agreement or other instrument to which Licensor is or may be bound or affected. d. The Patent Rights include all patents and patent applications that Licensor has any interest in and which are useable in connection with making, using or selling Sensors and/or Instruments in the Field of Use. e. Except for the non exclusive rights Nihon Kohden has in U.S. Patent No. 5,579,763 and foreign equivalents in conjunction with ISFET pCO2 and CO2 sensors, Licensor is the sole and exclusive licensee of the Exhibit A1 Patent Rights and Licensor has not granted any licenses or any other rights in the Exhibit A1 Patent Rights to any party other than Licensee. Licensor is the sole and exclusive owner of the Exhibit A2 Patent Rights, free and clear of any license, security interests, known claims, encumbrances or known charges of any kind, and has full right, power and authority to enter into this Agreement and to grant to Licensee the rights to be granted hereunder. Licensor has not granted to any third party any rights of first refusal with respect to the licenses granted herein or any other rights to obtain a license from Licensor to practice the Patent Rights, other than as set forth in the ICCM License. f. Licensor is not under any obligations inconsistent with the provisions of this Agreement. g. To the best of Licensor's knowledge, (i) the Patent Rights are valid and enforceable, including inventorship, and (ii) the rights granted under this Agreement do not infringe any patent, copyright, trademark, license, trade secret or other intellectual property right of any third party. Licensor is not aware of any information which could render any of the claims of any of the Patent Rights invalid or unenforceable. h. There is no legal, administrative, arbitration, or other proceeding, suit, claim or action of any nature, judgment, decree, decision, injunction, writ or order pending or, to the knowledge of Licensor, threatened or contemplated by or against or involving Licensor or its shareholders, directors or officers (but only in their capacity as such), pertaining to the Patent Rights or this Agreement, whether at law or in equity, before or by any person, entity governmental or quasi-governmental, administrative or regulatory agency or any court, other than pending patent applications. i. OSI is in compliance with all, and not in breach of any of, the terms of the ICCM License, including but not limited to all royalty payments and development and commercialization obligations.

Licensor’s Representations and Warranties. Licensor The licensor hereby represents makes the following representations and warrants warranties to Licensee that as of the date hereoflicensee by the agreement day and the delivery day: a. Licensor 3.1 The licensor is a corporation duly organizedcompany officially established in accordance with China law and exists. 3.2 The licensor owns all necessary company legal person capacity and authorization, validly existing without needing any consent or approval of any governmental agency as to sign and in good standing deliver the agreement, perform its obligation under the laws of agreement and complete the State of Delawaretransaction planned in the agreement. The licensor has officially and effectively signed and delivered the agreement, and this Agreement has been duly authorized by all necessary corporate action. b. This Agreement is the agreement forms the licensor’s legal, valid effective and obligation with binding obligation of Licensor, enforceable against Licensor force and can be enforced in accordance with its termsarticles. c. Neither 3.3 The licensor signs and delivers the execution agreement, completes the transaction planned in the agreement and delivery obeys the stipulation of this Agreement nor the compliance agreement, and shall not violate the stipulations at present and in the future: (a) violate the current constitution of the licensor, or confront with it; (b) violate any law that is applicable to the licensor or any of its assets, property or business, or confront with it; (c) form contract violation of any document, contract, obligation or under the agreement with the terms and conditions hereof will conflict withlicensor as one party, result in a breach or violation by Licensor of the licensor or constitute a default under any of the terms, conditions or provisions of any contract, agreement or other instrument to which Licensor is or its assets may be bound by it or affectedinfluenced; or (d) cause setting any burden on any property or assets of the licensor. d. 3.4 The Patent Rights include licensor is the only owner that owns and monopolizes all patents licensed trademarks, and patent applications that Licensor has owns effective right to use, sell, transfer and deliver all licensed trademarks, and does not carry any interest in and which are useable in connection with making, using burden or selling Sensors and/or Instruments in the Field of Useobligation to other party. e. Except for the non exclusive rights Nihon Kohden has in U.S. Patent No. 5,579,763 3.5 All licensed trademarks shall be valid and foreign equivalents in conjunction with ISFET pCO2 and CO2 sensors, Licensor is the sole and exclusive licensee of the Exhibit A1 Patent Rights and Licensor has not granted any licenses or any other rights in the Exhibit A1 Patent Rights to any party other than Licensee. Licensor is the sole and exclusive owner of the Exhibit A2 Patent Rights, free and clear of any license, security interests, known claims, encumbrances or known charges of any kindexists, and has full rightnever been waived, power and authority all necessary registration fee maintenance fee and extended exhibition fee relating to enter into this Agreement and it has been paid. The licensor or its affiliated company, employees, management personnel or director have all not taken or fail to grant to Licensee the rights take any action to be granted hereunder. Licensor enough to cause any licensed trademark to be invalid, unenforceable or unable to exist. 3.6 The licensed trademarks are controlled in any way to limit the use, transfer or license of the licensed trademark or my influence the effectiveness and use of any licensed trademark, or any law procedure of enforceability, pending government order, reconciliation agreement or stipulation. 3.7 Use of the licensed trademarks has not granted to and shall not cause infringement on any third party any rights of first refusal with respect to the licenses granted herein or any other rights to obtain a license from Licensor to practice the Patent Rights, other than as set forth in the ICCM License. f. Licensor is not under any obligations inconsistent with the provisions of this Agreement. g. To the best of Licensor's knowledge, (i) the Patent Rights are valid and enforceable, including inventorship, and (ii) the rights granted under this Agreement do not infringe any patent, copyright, trademark, license, trade secret or other intellectual property trademark right of any third party. Licensor is not aware of any information which could render any of the claims of any of the Patent Rights invalid or unenforceable. h. There is no legal, administrative, arbitration, or other proceedingform unauthorized use, suit, claim illegal use or action of any nature, judgment, decree, decision, injunction, writ or order pending or, to the knowledge of Licensor, threatened or contemplated by or against or involving Licensor or its shareholders, directors or officers (but only in their capacity as such), pertaining to the Patent Rights or this Agreement, whether at law or in equity, before or by any person, entity governmental or quasi-governmental, administrative or regulatory agency or any court, other than pending patent applicationsviolation. i. OSI is in compliance with all, and not in breach of any of, the terms of the ICCM License, including but not limited to all royalty payments and development and commercialization obligations.

Licensor’s Representations and Warranties. The Licensor hereby warrants and represents and warrants to Licensee that as of the date hereofthat: a. Licensor A. It is a corporation duly organized, validly existing and in good standing under the laws of Delaware with all requisite power and authority to carry on its business as presently conducted in all jurisdictions where presently conducted, to enter into this Agreement and to carry out the State transactions which are contemplated herein. B. The Licensor has full right, power and legal capacity to enter into this Agreement and to consummate the transactions which are provided for herein. The execution of Delawarethis Agreement by the Licensor, and this Agreement has its delivery to the Licensee, and the consummation of the transactions which are contemplated herein have been duly approved and authorized by all necessary corporate actionaction by the Licensor's Board of Directors and no further authorization shall be necessary on the part of the Licensor for the performance and consummation by the Licensor of the transactions which are contemplated by this Agreement. b. This Agreement is C. The business and operations of the legal, valid Licensor have been and binding obligation of Licensor, enforceable against Licensor are being conducted in accordance with all applicable laws, rules and regulations of all authorities which affect the Licensor or its terms. c. Neither the execution and delivery properties, assets, businesses or prospects. The performance of this Agreement nor the compliance with the terms and conditions hereof will conflict with, shall not result in a any breach or violation by Licensor of of, or constitute a default under, or result in the imposition of any lien or encumbrance upon any property of the Licensor or cause an acceleration under any of the terms, conditions or provisions of any contractarrangement, agreement or other instrument to which the Licensor is a party or may by which any of its assets is bound. The Licensor has performed all of its obligations which are required to be bound performed by it pursuant to the terms of any such agreement, contract or affectedcommitment. d. D. All the contracts listed in Schedule "B" have been entered into in the ordinary course of business and neither the Licensor nor any other party to any such contract is in default under any such contract. The Patent Rights include all patents and patent applications that Licensor is not a guarantor of payment or collection of any obligation. The Licensor has not assigned any interest in and which are useable in connection with making, using or selling Sensors and/or Instruments of its rights in the Field of UseContracts in whole or in part. e. Except for E. The Licensor does not know or have any reason to believe that any of the non exclusive rights Nihon Kohden products or items developed, manufactured or sold by the Licensor, or any of the processes, techniques, know how or designations used in its business, infringes on any patents, trademarks or copyrights. The Licensor has in U.S. Patent No. 5,579,763 and foreign equivalents in conjunction with ISFET pCO2 and CO2 sensors, Licensor is the sole and exclusive licensee of right to conduct the Exhibit A1 Patent Rights and business it currently performs with respect to the Products set forth on Schedule "A". The Licensor has not granted any licenses other right or license for use of any other rights of the Products set forth on Schedule "A", and does not know or have any reason to believe that there are any claims of third parties to the use of any of the Products set forth on Schedule "A". F. No representation or warranty of the Licensor which is contained in this Agreement, or in a writing furnished or to be furnished pursuant to this Agreement contains or shall contain any untrue statement of a material fact, omits or shall omit to state any material fact which is required to make the statements which are contained herein or therein, in the Exhibit A1 Patent Rights light of the circumstances under which they were made, not misleading. There is no material fact relating to the Products which would adversely affect same which has not been disclosed to the Licensee. G. It shall not be a defense to a suit for damages for any party other than Licensee. misrepresentation or breach of covenant or warranty that the Licensee knew or had reason to know that any covenant, representation or warranty in this Agreement or furnished or to be furnished to the Licensee contained untrue statements. H. The Licensor is the sole and exclusive owner of the Exhibit A2 Patent Rights, free and clear of any license, security interests, known claims, encumbrances or known charges of any kind, and Products; I. The Licensor has full right, power and authority the right to enter into this Agreement license the Products as herein licensed and to grant to Licensee assign the rights to be Contracts as herein assigned; J. The Licensor, in whole or in part, has not granted hereunderany other right or license for use of the Products or assigned the Contracts. The Licensor has not granted to assigned any third party of its rights in the Contracts in whole or in part. K. Neither the Products nor any rights significant part of first refusal with respect any of them are in the public domain; and L. The Products conform in all material respects to the licenses granted herein or any other rights to obtain a license from Licensor to practice the Patent Rights, other than as specifications and documents set forth in the ICCM LicenseExhibit "A". f. Licensor is not under any obligations inconsistent with the provisions of this Agreement. g. To the best of Licensor's knowledge, (i) the Patent Rights are valid and enforceable, including inventorship, and (ii) the rights granted under this Agreement do not infringe any patent, copyright, trademark, license, trade secret or other intellectual property right of any third party. Licensor is not aware of any information which could render any of the claims of any of the Patent Rights invalid or unenforceable. h. There is no legal, administrative, arbitration, or other proceeding, suit, claim or action of any nature, judgment, decree, decision, injunction, writ or order pending or, to the knowledge of Licensor, threatened or contemplated by or against or involving Licensor or its shareholders, directors or officers (but only in their capacity as such), pertaining to the Patent Rights or this Agreement, whether at law or in equity, before or by any person, entity governmental or quasi-governmental, administrative or regulatory agency or any court, other than pending patent applications. i. OSI is in compliance with all, and not in breach of any of, the terms of the ICCM License, including but not limited to all royalty payments and development and commercialization obligations.

Licensor’s Representations and Warranties. As a material inducement to Licensee to enter into this Agreement, Licensor hereby represents and warrants to Licensee that as of the date hereof: a. Licensor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and this Agreement has been duly authorized by all necessary corporate action. b. This Agreement is the legal, valid and binding obligation of Licensor, enforceable against Licensor in accordance with its terms. c. Neither the execution and delivery of this Agreement nor the compliance with the terms and conditions hereof will conflict with, result in a breach or violation by Licensor of or constitute a default under any of the terms, conditions or provisions of any contract, agreement or other instrument to which Licensor is or may be bound or affected. d. The Patent Rights include all patents and patent applications that Licensor has any interest in and which are useable in connection with making, using or selling Sensors and/or Instruments in the Field of Use. e. Except for the non exclusive rights Nihon Kohden has in U.S. Patent No. 5,579,763 and foreign equivalents in conjunction with ISFET pCO2 and CO2 sensors, follows: Licensor is the sole and exclusive licensee Licensee of the Exhibit A1 Patent Rights and patented Technology. The Licensed Technology is all of the Intellectual Property used by Licensor has not granted any licenses or any other rights in the Exhibit A1 Patent Rights to any party other than Licenseeconduct of its business. Licensor is the sole and exclusive owner of the Exhibit A2 Patent Rights, free and clear of any license, security interests, known claims, encumbrances or known charges of any kind, and has full right, power and authority to enter into this Agreement and to grant to Licensee the rights to be granted hereunder. Licensor has not granted to any third party any rights of first refusal with respect to the licenses granted herein or any other rights to obtain a license from Licensor to practice the Patent Rights, other than as set forth in the ICCM License. f. Licensor is not under any obligations inconsistent with the provisions of this Agreement. g. To the best of Licensor's knowledge, (i) the Patent Rights are valid and enforceable, including inventorship, and (ii) the rights granted under this Agreement do The Licensed Technology does not infringe any patent, copyright, trademark, license, trade secret upon or other intellectual property right misappropriate the Intellectual Property of any third party. Licensor The Licensed Technology is not aware free and clear of all claims, mortgages, pledges, security interest, charges, liens, restrictions and encumbrances of any information which could render any kind. Licensor owns or has the legally enforceable right (except as (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally or (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses or the discretion of the court before which proceedings therefor may be brought) to use all Intellectual Property utilized in connection with its business as presently conducted. There are no claims of any of the Patent Rights invalid or unenforceable. h. There is no legal, administrative, arbitration, or other proceeding, suit, claim or action of any nature, judgment, decree, decision, injunction, writ or order pending or, to the knowledge of Licensor, threatened threatened, alleging that Licensor is or contemplated by has been in violation of any contract governing Licensor's use of the Licensed Technology or against is or involving Licensor or its shareholders, directors or officers (but only in their capacity as such), pertaining has otherwise been infringing on the rights of any third party with respect to the Patent Rights Licensed Technology, or this Agreementotherwise challenging the ownership rights or the rights of Licensor to use the Licensed Technology; and Licensor has no knowledge of any valid grounds for any such bona fide claims. To the knowledge of Licensor, whether at law there is no unauthorized use, infringement or in equity, before or misappropriation of any of the Licensed Technology by any third party, including any employee or former stockholder or employee of Licensor. Licensor has not received any written notice to the effect that the use of the Licensed Technology by Licensor conflicts with any Intellectual Property rights of any person. Licensor has not granted a license or covenant not to sue has been granted to any third party to any third party to make, entity governmental h▇▇▇ made, use, offer to sell, sell, import, develop, market or quasi-governmental, administrative or regulatory agency distribute the Licensed Products or any court, other than pending patent applicationssimilar products based upon the Licensed Technology in the Licensed Territory. i. OSI is in compliance with all, and not in breach of any of, the terms of the ICCM License, including but not limited to all royalty payments and development and commercialization obligations.

Licensor’s Representations and Warranties. Licensor hereby represents and warrants to Licensee that as of the date hereofLicensees that: a. Licensor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and this Agreement has been duly authorized by all necessary corporate action. b. This Agreement is the legal, valid and binding obligation of Licensor, enforceable against Licensor in accordance with its terms. c. Neither the execution and delivery of this Agreement nor the compliance with the terms and conditions hereof will conflict with, result in a breach or violation by Licensor of or constitute a default under any of the terms, conditions or provisions of any contract, agreement or other instrument to which Licensor is or may be bound or affected. d. The Patent Rights include all patents and patent applications that (i) Licensor has any interest in and which are useable in connection with making, using or selling Sensors and/or Instruments in the Field of Use. e. Except for the non exclusive rights Nihon Kohden has in U.S. Patent No. 5,579,763 and foreign equivalents in conjunction with ISFET pCO2 and CO2 sensors, Licensor is the sole and exclusive licensee of the Exhibit A1 Patent Rights and Licensor has not granted any licenses or any other rights in the Exhibit A1 Patent Rights to any party other than Licensee. Licensor is the sole and exclusive owner of the Exhibit A2 Patent Rights, free and clear of any license, security interests, known claims, encumbrances or known charges of any kind, and has full right, requisite company power and authority to enter into this Agreement and to grant perform its obligations hereunder and its board of managers has duly authorized the execution and delivery of this Agreement and the completion of its obligations hereunder; (ii) This Agreement has been duly executed and constitutes a valid and binding obligation of Licensor, enforceable by Licensees against Licensor in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency and other applicable laws affecting the enforcement of creditors’ rights generally and subject to Licensee the rights to qualification that equitable remedies may be granted hereunderonly in the discretion of a court of competent jurisdiction. Licensor has not granted to There are no other agreements, written or oral, with any third party in conflict herewith; (iii) The execution and delivery by Licensor of this Agreement and the performance by it of its obligations hereunder and the completion of its obligations hereunder will not violate, conflict with or result in a breach of any provision of the organizational documents of Licensor and will not: (a) violate, conflict with or result in a breach of: (i) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, authorization, license or permit to which Licensor is a party or by which Licensor is bound; or (ii) any law, regulation, rule or order of any governmental entity to which Licensor is subject or by which Licensor is bound; (b) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, authorization, deed of trust, mortgage, bond, instrument, license or permit of the Licensor; or (c) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, authorization, deed of trust, mortgage, bond, instrument, license or permit, or result in the imposition of any encumbrance, charge or lien upon any of Licensor’s assets; (iv) Except as otherwise provided herein, no authorization, consent or approval of, or filing with, any governmental entity or any court or other authority is necessary on the part of Licensor for the consummation by Licensor of its obligations in connection with respect this Agreement; (v) There are no claims, litigation, or other proceedings pending or threatened against Licensor which would adversely affect the rights of Licensees hereunder (vi) Licensor acknowledges and covenants that nothing in this Agreement shall limit or restrict Licensees’ right, title, and interest in and to any intellectual property, not specifically identified in this Agreement, excluding for clarity, intellectual property related to the licenses granted herein Marijuana Use as provided herein. For the avoidance of doubt, Licensor acknowledges Licensees’ ownership and exclusive rights in the CHARLOTTE’S WEB, CW, CW SIMPLY, CW HEMP and Web Design marks, as well as Licensees’ right to file in its own name applications for trademark and service m▇▇▇ registrations in connection with these marks. Licensor agrees that it will not oppose or interfere with, or assist others in opposing or interfering with, Licensees’ use and registration of the CHARLOTTE’S WEB, CW, CW SIMPLY, CW HEMP and Web Design marks (or any other rights similar variation thereof) and that Licensor shall not apply to obtain register a license m▇▇▇ that incorporates the CHARLOTTE’S WEB, CW, CW SIMPLY, CW HEMP or Web Design marks (or similar variation thereof). Nothing in this Paragraph shall prohibit the Brothers from Licensor mentioning the Licensee for the limited purpose of referring to practice the Patent RightsBrothers’ role as founders of Licensee; and (vii) To the knowledge of the Brothers, other than as set forth the use of the Name and Likeness for the existing product lines of the Business in the ICCM License. f. Licensor is United States and Canada will not under any obligations inconsistent with the provisions of this Agreement. g. To the best of Licensor's knowledge, (i) the Patent Rights are valid and enforceable, including inventorship, and (ii) violate or infringe the rights granted under this Agreement do not infringe any patent, copyright, trademark, license, trade secret or other intellectual property right of any third party. Except as provided in the immediately prior sentence, Licensor is not aware of any information which could render any makes no representation or warranty with respect to whether the exploitation of the claims of any of the Patent Rights invalid Name and Likeness is or unenforceablewill be free from infringement on a worldwide basis. h. There is no legal, administrative, arbitration, or other proceeding, suit, claim or action of any nature, judgment, decree, decision, injunction, writ or order pending or, to the knowledge of Licensor, threatened or contemplated by or against or involving Licensor or its shareholders, directors or officers (but only in their capacity as such), pertaining to the Patent Rights or this Agreement, whether at law or in equity, before or by any person, entity governmental or quasi-governmental, administrative or regulatory agency or any court, other than pending patent applications. i. OSI is in compliance with all, and not in breach of any of, the terms of the ICCM License, including but not limited to all royalty payments and development and commercialization obligations.

Licensor’s Representations and Warranties. 18.1 Licensor hereby represents and warrants that it: i) is the owner of all rights licensed hereunder and it has not granted, assigned or licensed any rights in the Property to Licensee that as of the date hereof: a. Licensor any third party; ii) is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, ; and this Agreement has been duly authorized by all necessary corporate action. b. This Agreement is iii) to the legal, valid and binding obligation best of Licensor’s knowledge, enforceable against Licensor in accordance with its terms. c. Neither the execution and delivery of this Agreement nor the compliance with the terms and conditions hereof will conflict with, result in a breach or violation by Licensor of or constitute a default under any as of the termsdate hereof, conditions or provisions of any contract, agreement or other instrument to which Licensor is or may be bound or affected. d. The Patent Rights include all patents there are no adverse claims against the Property; and patent applications that Licensor iv) has any interest in and which are useable in connection with making, using or selling Sensors and/or Instruments in the Field of Use. e. Except for the non exclusive rights Nihon Kohden has in U.S. Patent No. 5,579,763 and foreign equivalents in conjunction with ISFET pCO2 and CO2 sensors, Licensor is the sole and exclusive licensee of the Exhibit A1 Patent Rights and Licensor has not granted any licenses or any other rights in the Exhibit A1 Patent Rights to any party other than Licensee. Licensor is the sole and exclusive owner of the Exhibit A2 Patent Rights, free and clear of any license, security interests, known claims, encumbrances or known charges of any kind, and has full unrestricted right, power and authority to enter into this Agreement and to grant perform its obligations hereunder; and vi) neither the execution and delivery of this Agreement nor the consummation of the actions contemplated hereby will: (a) violate any provisions of its charter documents, (b) violate, conflict with or constitute a default under any contract to Licensee the rights which it is a party or (c) violate any law binding on it. 18.2 Licensor hereby indemnifies and agrees to be granted defend and hold harmless Licensee, their officers, employees and directors from and against any and all claims, demands, losses, costs and expenses (including attorneys’ fees reasonably incurred by Licensee), damages, judgments, penalties and liabilities of any kind or nature whatsoever arising out of, resulting from any breach of any representation, warranty or covenant of Licensor hereunder. Licensor has not granted to . 18.3 Should any third party any rights assert a claim, demand, or cause of first refusal with respect action against Licensee and/or Licensor contesting Licensor’s ownership in and to the licenses granted herein or any other rights to obtain a license from Licensor to practice the Patent Rights, other than as set forth in the ICCM License. f. Licensor is not Property under any obligations inconsistent with the provisions of this Agreement. g. To the best of Licensor's knowledge, (i) the Patent Rights are valid and enforceable, including inventorship, and (ii) the rights granted under this Agreement do not infringe any patent, copyright, trademark, license, trade secret or other intellectual property right of any third party. Licensor is not aware of any information which could render any of the claims of any of the Patent Rights invalid or unenforceable. h. There is no legal, administrative, arbitration, or other proceeding, suit, claim or action of any nature, judgment, decree, decision, injunction, writ or order pending or, to the knowledge of Licensor, threatened or contemplated by or against or involving Licensor or its shareholders, directors or officers (but only in their capacity as such), pertaining to the Patent Rights or this Agreement, whether Licensor shall have the right at law or in equityits option, before or by any personbut not the obligation, entity governmental or quasi-governmental, administrative or regulatory agency or any court, other than pending patent applications. i. OSI is in compliance with all, to undertake and not in breach conduct the defense of any ofsuch claim, demand or cause of action. Licensee may, but shall not be obligated to join in such defense and be represented by its own counsel, at its own expense. Licensee and Licensor shall discuss in good faith and mutually make any decision concerning the terms disposition of any claim, demand or cause of action which involves the ICCM License, including but not limited to all royalty payments and development and commercialization obligationsProperty.