and not in reliance of any representation by MAYO, and assumes all
risk and liability in connection with such determination;
(c)it now maintains and will continue to maintain throughout the Term and beyond
insurance coverage as set forth in Section 9.03 and that such insurance coverage
sufficiently covers the MAYO Indemnitees;
(d)the execution and delivery of this Agreement has been duly authorized and no
further approval, corporate or otherwise, is required in order to execute this
binding Agreement;
(e)it shall comply with all applicable international, national and state laws,
ordinances and regulations in its performance under this Agreement; and
(f)its rights and obligations under this Agreement do not conflict with any
contractual obligation or court or administrative order by which it is bound.
9.02
DISCLAIMERS.
(a)
MAYO HAS NOT MADE AND DOES NOT MAKE ANY PROMISES, COVENANTS,
GUARANTEES, REPRESENTATIONS OR WARRANTIES OF ANY NATURE, DIRECTLY OR INDIRECTLY,
EXPRESS, STATUTORY OR IMPLIED, INCLUDING WITHOUT LIMITATION, MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, DURABILITY, CONDITION, QUALITY OR
ANY OTHER CHARACTERISTIC OF THE MAYO THIN FILM ELECTRODE KNOW-HOW, MAYO
IMPROVEMENTS, OR CONFIDENTIAL INFORMATION.
(b)
MAYO THIN FILM ELECTRODE KNOW-HOW, MAYO IMPROVEMENTS, AND
CONFIDENTIAL INFORMATION ARE PROVIDED "AS IS," "WITH ALL FAULTS" AND "WITH ALL
DEFECTS," AND COMPANY EXPRESSLY WAIVES ALL RIGHTS TO MAKE ANY CLAIM WHATSOEVER
AGAINST MAYO FOR MISREPRESENTATION OR FOR BREACH OF PROMISE, GUARANTEE,
REPRESENTATION OR WARRANTY OF ANY KIND RELATING TO THE MAYO THIN FILM ELECTRODE
KNOW-HOW, MAYO IMPROVEMENTS, OR CONFIDENTIAL INFORMATION. MAYO EXPRESSLY
DISCLAIMS ANY IMPLIED WARRANTIES ARISING FROM ANY COURSE OF DEALING, USAGE OR
TRADE PRACTICE, WITH RESPECT TO: THE SCOPE, VALIDITY OR ENFORCEABILITY OF THE
MAYO THIN FILM ELECTRODE KNOW-HOW, MAYO IMPROVEMENTS, AND CONFIDENTIAL
INFORMATION; THAT ANY PATENT WILL ISSUE BASED UPON ANY PENDING PATENT
APPLICATION; OR THAT THE USE OF THE MAYO IMPROVEMENTS, AND MAYO THIN FILM
ELECTRODE KNOW-HOW WILL NOT INFRINGE OTHER INTELLECTUAL PROPERTY RIGHTS. NOTHING
IN THIS AGREEMENT WILL BE CONSTRUED AS AN OBLIGATION FOR MAYO TO BRING,
PROSECUTE OR DEFEND ACTIONS REGARDING THE MAYO THIN FILM ELECTRODE KNOW-HOW,
MAYO IMPROVEMENTS, AND CONFIDENTIAL INFORMATION.
10
* Information redacted pursuant to a confidential treatment request and
submitted separately with the Securities and Exchange Commission.
License Agreement MAYO / NEURO ONE (Mayo file #2014-220 and 2007-127)5/25/2017
(c)
COMPANY AGREES THAT MAYO AND ITS AFFILIATES WILL NOT BE LIABLE FOR
ANY LOSS OR DAMAGE CAUSED BY OR ARISING OUT OF ANY RIGHTS GRANTED OR PERFORMANCE
MADE UNDER THIS AGREEMENT, WHETHER TO OR BY COMPANY OR A THIRD PARTY. IN NO
EVENT WILL MAYO'S LIABILITY OF ANY KIND INCLUDE ANY SPECIAL, INDIRECT,
INCIDENTAL, CONSEQUENTIAL OR PUNITIVE LOSSES OR DAMAGES, EVEN IF MAYO HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR EXCEED THE TOTAL AMOUNT OF
ROYALTIES THAT HAVE ACTUALLY BEEN PAID TO MAYO BY COMPANY AS OF THE DATE OF
FILING AN ACTION AGAINST MAYO THAT RESULTS IN THE SETTLEMENT OR AWARD OF DAMAGES
TO COMPANY.
9.03
INDEMNIFICATION AND INSURANCE.
(a)
COMPANY will defend, indemnify and hold harmless MAYO, MAYO's
Affiliates and their respective trustees,