Either Party may terminate this Agreement at any time after the filing of any petition in bankruptcy or for reorganization or debt consolidation under the federal bankruptcy laws, or upontheother Party’s making of an assignment of any of its assets for the benefit of creditors, or upon the application by the other Party for the appointment of a receiver or trustee of its assets. 5.5 Survival TheseSections survive any termination or expiration of this Agreement: 2.6, 4 (if applicable), and6to11. 6. Representations and Warranties EachParty represents and warrants to the other Party that: 6.1 It is duly formed, validly existing, and in good standing under the applicable federal and state laws. 6.2 It has the right, title, license, and authority to enter into this Agreement, and the persons signing this Agreement have full authority to bind it to the terms and conditions hereof. 6.3 Performance of its duties and obligations hereunder will not violate or breach, or conflict with, any applicable laws, orders, regulations or rulings; or any contract, agreement, instrument or other undertaking to which it is a party. 7. Indemnification EachParty will indemnify, defend, and hold harmless the other Party and its respective employees, officers, directors, shareholders, agents, corporate parents and affiliates against any andall claims, liabilities, losses, damages, costs or expenses (including, without limitation, reasonable attorneys fees and court costs) of third persons, attributable to the indemnifying Party’s gross negligence or wrongful act in performance hereunder, or material breach of this Agreement; provided that the indemnifying Party is given prompt written notice of any such claim, reasonable cooperation and sole control over defense and settlement thereof. 8. Confidentiality Thetermsandconditions of any related mNDA are incorporated by reference into this Agreement and apply to any information exchanged by the Parties in connection with this Agreement. This Agreement will control if its terms conflict with the mNDA. The terms of this Agreement are Confidential Information (as defined in the mNDA) of both Parties. Notwithstanding anything to the contrary in the mNDA, the term of the mNDA shall continue for the longer of (i) the term specified in the mNDA or (ii) the duration of the Term in this Agreement.