(2) Was or becomes a matter of public information or publicly available through no act or failure to act on the part of receiving party;
(3) Is acquired by receiving party from a Third Party entitled to disclose it to disclosing party; or
(4) Receiving party discovers, develops independently without reference to or use of disclosing partys confidential information, as evidenced by contemporaneous written records.
11. Representations and Warranties. Columbia represents and warrants to Schrödinger that as of the Effective Date and to the best knowledge of its office of Science and Technology Ventures (STV), all of the listed inventors on the Patents and the developers who have disclosed the Software to STV have assigned all of their rights and interests to Columbia.
12. Disclaimer of Warranty; Limitations of Liability.
a. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, COLUMBIA IS LICENSING THE LICENSED METHOD ON AN AS IS BASIS, AND COLUMBIA (I) MAKES NO WARRANTIES EITHER EXPRESS OR IMPLIED OF ANY KIND, AND (II) HEREBY EXPRESSLY DISCLAIMS ANY WARRANTIES, REPRESENTATIONS OR GUARANTEES OF ANY KIND AS TO THE LICENSED METHOD, LICENSED PRODUCTS AND/OR ANYTHING DISCOVERED, DEVELOPED, MANUFACTURED, USED, SOLD, OFFERED FOR SALE, IMPORTED, EXPORTED, DISTRIBUTED, RENTED, LEASED OR OTHERWISE DISPOSED OF UNDER ANY LICENSE GRANTED HEREUNDER, INCLUDING BUT NOT LIMITED TO: ANY WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS, ADEQUACY OR SUITABILITY FOR A PARTICULAR PURPOSE, USE OR RESULT; ANY WARRANTIES AS TO THE VALIDITY OF ANY PATENT; AND ANY WARRANTIES OF FREEDOM FROM INFRINGEMENT OF ANY DOMESTIC OR FOREIGN PATENTS, COPYRIGHTS, TRADE SECRETS OR OTHER PROPRIETARY RIGHTS OF ANY PARTY.
b. In no event shall Columbia, or its trustees, officers, faculty members, students, employees and agents, have any liability to Schrödinger, its Affiliates, or any Third Party arising out of the use, operation or application of the Patents, Licensed Software, Licensed Products, or anything discovered, developed, manufactured, used, sold, offered for sale, imported, exported, distributed, rented, leased or otherwise disposed of under any license granted hereunder by Schrödinger, its Affiliates, or any Third Party for any reason, including but not limited to, the unmerchantability, inadequacy or unsuitability of the Patents, Licensed Software, Licensed Products and/or anything discovered, developed, manufactured, used, sold, offered for sale, imported, exported, distributed, rented, leased or otherwise disposed of under any license granted hereunder for any particular purpose or to produce any particular result, or for any latent defects therein.