Limited Warranties Contract Clauses (71)

Grouped Into 3 Collections of Similar Clauses From Business Contracts

This page contains Limited Warranties clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Limited Warranties. Customer warrants and represents to CMC that: 10.1.1 Customer has all necessary rights to supply to CMC the Customer Materials (including the Cell Line if provided by Customer) and the Customer Intellectual Property Rights, and CMC has and will have the right to use those items for the performance of the Services and manufacture of the Product; 10.1.2 to its knowledge, as of the Effective Date, the Materials and Safety Data Sheet is accurate and complete and the Customer Materials (including the... Cell Line if provided by Customer) are free from all contaminants, including virus, bacteria (other than the Cell Line itself) and other vectors, and if handled and used in accordance with the Materials and Safety Data Sheet supplied by Customer will not cause a health hazard or biohazard, and that it will promptly inform CMC of any changes thereto after the date of execution of this agreement; 10.1.3 to its knowledge, as of the Effective Date, the use of the Cell Line solely as provided by Customer, the Customer Materials, the Customer Intellectual Property Rights does not infringe any Intellectual Property rights of any third parties; and 10.1.4 (a) to its knowledge, as of the Effective Date, the Cell Line solely as provided by Customer and Customer Materials are viable, adequate and suitable for the effective performance of the Services and manufacture of the Product according to the Specification, and (b) the information supplied to CMC regarding the Cell Line provided by Customer and Process is accurate and complete. CMC CONFIDENTIAL FOR DISCUSSION ONLY 12 10.2 CMC Warranties. CMC warrants and represents to Customer that: 10.2.1 it has the necessary permits, facilities, third party contractors and skilled personnel that may be reasonably anticipated to be necessary of a biologics contract manufacturer for the regular provision of manufacturing and development services of biologic material and to provide the Services contemplated hereunder in accordance with the Timeline; 10.2.2 all Deliverables will be Delivered free of financial encumbrances or liens created by CMC but no warranty is given in this Section 10.2.2 as to (a) non-infringement of third party Intellectual Property rights, or (b) freedom to use; 10.2.3 to its knowledge, as of the Effective Date, the CMC Intellectual Property Rights used in the Services do not infringe third party Intellectual Property rights except that no warranty is given to the extent that infringement arises from the combination of CMC Intellectual Property Rights with the Cell Line, Process, Customer Materials or Customer Intellectual Property Rights; 10.2.4 where Stages are to be performed according to cGMP, CMC will apply the appropriate cGMP standards to the performance of those Stages; and 10.2.5 where Product is released with a Certificate of Analysis by CMC, the Product at the time of release will comply with the criteria specified in that Certificate of Analysis. 10.3 Disclaimer of All Other Warranties. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR THOSE EXPRESS WARRANTIES IN THIS SECTION 10, NEITHER PARTY MAKES OR GIVES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED (WHETHER BY STATUTE, CUSTOM, COURSE OF DEALING OR OTHERWISE) AND EACH PARTY HEREBY DISCLAIMS ALL OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR USE, NON-INFRINGEMENT AND TITLE. View More Arrow
Found in Horizon Pharma plc contract
Limited Warranties. Customer warrants and represents to CMC that: 10.1.1 to its knowledge, Customer has all necessary rights to supply to CMC the Customer Materials (including the Cell Line if provided by Customer) and the Customer Intellectual Property Rights, and CMC has and will have the right to use those items for the performance of the Services and manufacture of the Product; Product in accordance with Section 8.3 and the applicable Work Statements and Quality Agreements (if any); 10.1.2 to its knowledge, as ...of the Effective Date, the Materials and Safety Data Sheet (if any) is accurate and complete and the Customer Materials (including the Cell Line if provided by Customer) are free from all contaminants, including virus, bacteria (other than the Cell Line itself) and other vectors, and if handled and used in accordance with the Materials and Safety Data Sheet and other written instructions supplied by Customer will not cause a health hazard or biohazard, and that it will promptly inform CMC of any changes thereto after the date of execution of this agreement; biohazard; 10.1.3 to its knowledge, as of the Effective Date, the use of the Cell Line solely as provided by Customer, and Process, the Customer Materials, the practice of the Customer Intellectual Property Rights and the manufacture of the Product in accordance with the applicable Work Statements and Quality Agreements (if any) does not and will not infringe any Intellectual Property rights of any third parties; Third Parties, nor constitute misappropriation of a Third Party's trade secrets; and 10.1.4 (a) to its knowledge, as of the Effective Date, the Cell Line solely as and Process if provided by Customer and Customer Materials are viable, adequate and suitable for the effective performance of the Services and manufacture of the Product according to the Specification, Specification and 17 Exhibit 10.1 EXECUTION COPY [********] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. (b) to its knowledge, the information supplied to CMC regarding the Cell Line provided by Customer and Process is accurate and complete. CMC CONFIDENTIAL FOR DISCUSSION ONLY 12 10.2 CMC complete, and (c) to its knowledge the Product has been successfully manufactured to Specification at a different scale and using the process to be transferred to CMC. 10.2.CMC Warranties. CMC warrants and represents to Customer that: 10.2.1 it has the necessary permits, facilities, third party Third Party contractors and skilled personnel that may be reasonably anticipated to be necessary of a biologics contract manufacturer for the regular provision of manufacturing and development services of biologic material and to provide the Services contemplated hereunder in accordance with the Timeline; material; 10.2.2 all Deliverables will be Delivered free of financial encumbrances or liens created by CMC but no warranty is given in this Section 10.2.2 10.2.4 as to (a) non-infringement non‐infringement of third party Third Party Intellectual Property rights, or (b) freedom to use; use Products or Deliverables; 10.2.3 to its knowledge, as use of the Effective Date, CHEF1 Property and practice of the CMC Intellectual Property Rights used in the Services in accordance with the applicable Work Statements and Quality Agreements do not and will not infringe third party Third Party Intellectual Property rights nor misappropriate a Third Party's trade secrets except that no warranty is given to the extent that infringement or misappropriation arises from the combination of CMC Intellectual Property Rights with the Cell Line, Process, Customer Materials or Customer Intellectual Property Rights; 10.2.4 where Stages are to be performed according to cGMP, CMC will apply the appropriate cGMP standards to the performance of those Stages; and 10.2.5 where Product is released with a Certificate of Analysis by CMC, CMC (including when the Certificate of Analysis is issued subsequent to release), the Product at the time of release will comply with the criteria specified in that Certificate of Analysis. Analysis including (where applicable) the Specifications. 10.3 Disclaimer of All Other Warranties. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR THOSE EXPRESS WARRANTIES IN THIS SECTION 10, AGREEMENT, NEITHER PARTY MAKES OR GIVES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED (WHETHER BY STATUTE, CUSTOM, COURSE OF DEALING OR OTHERWISE) AND EACH PARTY HEREBY DISCLAIMS ALL OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR USE, NON-INFRINGEMENT NON‐INFRINGEMENT AND TITLE. View More Arrow
Found in AGENUS INC contract
Limited Warranties. Customer warrants and represents to CMC that: 10.1.1 Customer has all necessary rights to supply to CMC the Customer Materials (including the Cell Line if provided by Customer) and the Customer Intellectual Property Rights, and CMC has and will have the right to use those items for the performance of the Services and manufacture of the Product; 10.1.2 to its knowledge, as of the Effective Date, the Materials and Safety Data Sheet is accurate and complete in all material respects and the Customer... Materials (including the Cell Line if provided by Customer) are free from all contaminants, including virus, bacteria (other than the Cell Line itself) and other vectors, and if handled and used in accordance with the Materials and Safety Data Sheet supplied by Customer will not not, to Customer's knowledge, cause a health hazard or biohazard, and that it will promptly inform CMC of any changes thereto after the date of execution of this agreement; biohazard; 10.1.3 to its knowledge, as of the Effective Date, the use of the Cell Line solely as provided by Customer, and Process, the Customer Materials, the Customer Intellectual Property Rights and the manufacture of the Product does not and will not infringe any Intellectual Property rights of any third parties; and 10.1.4 (a) to its knowledge, as of the Effective Date, the Cell Line solely as and Process if provided by Customer and Customer Materials are viable, adequate and suitable for the effective performance of the Services and manufacture of the Product according to the Specification, (b) it knows of no reason (suspected or otherwise) why the Objective cannot be achieved or the Services successfully performed and (b) (c) the information supplied to CMC regarding the Cell Line provided by Customer and Process is accurate and complete. CMC CONFIDENTIAL FOR DISCUSSION ONLY 12 10.2 complete in all material respects. 10.2. CMC Warranties. CMC warrants and represents to Customer that: 10.2.1 it has the necessary permits, facilities, third party contractors and skilled personnel that may be reasonably anticipated to be necessary of a biologics contract manufacturer for the regular provision of manufacturing and development services of biologic material and to provide the Services contemplated hereunder in accordance with the Timeline; material; 10.2.2 all Deliverables will be Delivered free of financial encumbrances or liens created by CMC but no warranty is given in this Section 10.2.2 as to (a) non-infringement noninfringement of third party Intellectual Property rights, or (b) freedom to use; 10.2.3 10.2.3. to its knowledge, as of the Effective Date, the CMC Intellectual Property Rights used in the Services do not infringe third party Intellectual Property rights except that no warranty is given to the extent that infringement arises from the combination of CMC Intellectual Property Rights with the Cell Line, Process, Customer Materials or Customer Intellectual Property Rights; 10.2.4 where Stages are to be performed according to cGMP, CMC will apply the appropriate cGMP standards to the performance of those Stages; CMC CONFIDENTIAL 14 [*Confidential Treatment has been requested as to certain portions of this document. Each such portion, which has been omitted herein and replaced with an asterisk [*], has been filed separately with the Securities and Exchange Commission.] 10.2.5 the Services will performed in accordance with the Regulatory Obligations and all applicable industry standards; 10.2.6 where Product is released with a Certificate of Analysis by CMC, the Product at the time of release will comply with the criteria specified in that Certificate of Analysis. Analysis; 10.2.7 neither it nor any of its officers, employees or other persons associated with it has been or is listed by any government agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programs or other government contracts. 10.3 Disclaimer of All Other Warranties. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR THOSE EXPRESS WARRANTIES IN THIS SECTION 10, NEITHER PARTY MAKES OR GIVES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED (WHETHER BY STATUTE, CUSTOM, COURSE OF DEALING OR OTHERWISE) AND EACH PARTY HEREBY DISCLAIMS ALL OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR USE, NON-INFRINGEMENT AND TITLE. View More Arrow
Found in CytoDyn Inc. contract
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Limited Warranties. 10.1 Limited Warranty. TSRI hereby represents and warrants that, to the actual knowledge of TSRI, and only as of the Effective Date, (a) it is the sole and exclusive owner, appointed agent for licensing or licensee of all right, title and interest in and to the Licensed Patent Rights that exist as of the Effective Date; (b) it has the power and authority to grant the licenses provided for herein to Licensee, and that it has not earlier granted, or assumed any obligation to grant, any rights in s...uch Licensed Patent Rights to any third party that have not been waived that would conflict with the rights granted to Licensee herein; and (c) this Agreement constitutes the legal, valid and binding obligation of TSRI, enforceable against TSRI in accordance with its terms, except with respect to creditor's rights generally and the enforcement of equitable remedies. 10.2 Licensee hereby warrants and represents this Agreement constitutes the legal, valid and binding obligation of Licensee, enforceable against Licensee in accordance with its terms, except with respect to creditor's rights generally and the enforcement of equitable remedies. 10.3 Disclaimer. EXCEPT AS PROVIDED IN SECTION 10.1, TSRI MAKES NO OTHER WARRANTIES CONCERNING LICENSED PATENT RIGHTS, LICENSED BIOLOGICAL MATERIALS OR ANY OTHER MATTER WHATSOEVER, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR ARISING OUT OF COURSE OF CONDUCT OR TRADE CUSTOM OR USAGE, AND DISCLAIMS ALL SUCH EXPRESS OR IMPLIED WARRANTIES. TSRI MAKES NO WARRANTY OR REPRESENTATION AS TO THE VALIDITY OR SCOPE OF LICENSED PATENT RIGHTS, OR THAT ANY LICENSED PRODUCT, LICENSED PROCESS OR LICENSED BIOLOGICAL MATERIAL WILL BE FREE FROM AN INFRINGEMENT ON PATENTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, OR THAT NO THIRD PARTIES ARE IN ANY WAY INFRINGING UPON ANY LICENSED PATENT RIGHTS OR LICENSED BIOLOGICAL MATERIALS COVERED BY THIS AGREEMENT. FURTHER, TSRI HAS MADE NO INVESTIGATION AND MAKES NO REPRESENTATION THAT THE LICENSED PATENT RIGHTS OR LICENSED BIOLOGICAL MATERIALS ARE SUITABLE FOR LICENSEE'S PURPOSES. 10.4 Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS OR EXPECTED SAVINGS) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, EXCEPT FOR LIABILITY FOR BREACH BY SUCH PARTY OF ANY OF THE CONFIDENTIALITY PROVISIONS IN SECTION 11 AND EXCEPT FOR LICENSEE'S INDEMNITY UNDER SECTION 9.1. TSRI'S AGGREGATE LIABILITY, IF ANY, FOR ALL DAMAGES OF ANY KIND RELATING TO THIS AGREEMENT OR ITS SUBJECT MATTER SHALL NOT EXCEED THE AMOUNT PAID BY LICENSEE TO TSRI UNDER THIS AGREEMENT. THE FOREGOING EXCLUSIONS AND LIMITATIONS SHALL APPLY TO ALL CLAIMS AND ACTIONS OF ANY KIND AND ON ANY THEORY OF LIABILITY, WHETHER BASED ON CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO NEGLIGENCE OR STRICT LIABILITY), OR ANY OTHER GROUNDS, AND REGARDLESS OF WHETHER A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE PARTIES FURTHER AGREE THAT EACH WARRANTY DISCLAIMER, EXCLUSION OF DAMAGES OR OTHER LIMITATION OF LIABILITY HEREIN IS INTENDED TO BE SEVERABLE AND INDEPENDENT OF THE OTHER PROVISIONS BECAUSE THEY EACH REPRESENT SEPARATE ELEMENTS OF RISK ALLOCATION BETWEEN THE PARTIES. View More Arrow
Found in FATE THERAPEUTICS INC contract
Limited Warranties. 10.1 Limited Warranty. TSRI hereby represents and warrants that, to the actual knowledge of TSRI, and only as of the Effective Date, that: (a) it is the sole has full right and exclusive owner, appointed agent for licensing or licensee of all right, title power to enter into this Agreement and interest in and to the Licensed Patent Rights that exist as of the Effective Date; (b) it has the power and authority to grant the licenses provided for herein to Licensee, and that it has not earlier gran...ted, or assumed any obligation to grant, any rights in such Licensed Patent Rights to any third party that have not been waived that would conflict with the rights granted to Licensee herein; and (c) this Agreement constitutes the legal, valid and binding obligation of TSRI, enforceable against TSRI in accordance with its terms, except with respect to creditor's rights generally and the enforcement of equitable remedies. herein. 10.2 Licensee hereby warrants and represents this Agreement constitutes the legal, valid and binding obligation of Licensee, enforceable against Licensee in accordance with its terms, except with respect to creditor's rights generally and the enforcement of equitable remedies. 10.3 Disclaimer. EXCEPT AS PROVIDED IN SECTION 10.1, TSRI NEITHER PARTY MAKES NO OTHER ANY WARRANTIES CONCERNING LICENSED PATENT RIGHTS, LICENSED BIOLOGICAL MATERIALS TECHNOLOGY, PRODUCTS OR ANY OTHER MATTER WHATSOEVER, INCLUDING WITHOUT 20 LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR ARISING OUT OF COURSE OF CONDUCT OR TRADE CUSTOM OR USAGE, AND DISCLAIMS ALL SUCH EXPRESS OR IMPLIED WARRANTIES. TSRI NEITHER PARTY MAKES NO ANY WARRANTY OR REPRESENTATION AS TO THE VALIDITY OR SCOPE OF LICENSED PATENT RIGHTS, OR THAT ANY LICENSED PRODUCT, LICENSED PROCESS OR LICENSED BIOLOGICAL MATERIAL PRODUCT WILL BE FREE FROM AN INFRINGEMENT ON PATENTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, OR THAT NO THIRD PARTIES ARE IN ANY WAY INFRINGING UPON ANY LICENSED PATENT RIGHTS OR OTHER LICENSED BIOLOGICAL MATERIALS TECHNOLOGY COVERED BY THIS AGREEMENT. FURTHER, TSRI HAS MADE NO INVESTIGATION AND MAKES NO REPRESENTATION THAT THE LICENSED PATENT RIGHTS OR LICENSED BIOLOGICAL MATERIALS ARE TECHNOLOGY IS SUITABLE FOR LICENSEE'S PURPOSES. 10.4 LICENSEE MAKES NO REPRESENTATION OR WARRANTY REGARDING THE SUCCESS OF EFFORTS TO DEVELOP AND COMMERCIALIZE PRODUCTS. 10.3 Limitation of Liability. IN NO EVENT SHALL EITHER PARTY [***] BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS OR EXPECTED SAVINGS) SAVINGS OR OTHER ECONOMIC LOSSES, OR FOR INJURY TO PERSONS OR PROPERTY) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, EXCEPT FOR LIABILITY FOR BREACH BY SUCH PARTY OF ANY OF THE CONFIDENTIALITY PROVISIONS IN MATTER; PROVIDED, HOWEVER, THAT THIS SECTION 11 AND EXCEPT FOR 10.3 SHALL NOT BE CONSTRUED TO LIMIT LICENSEE'S INDEMNITY INDEMNIFICATION OBLIGATIONS UNDER SECTION 9.1. TSRI'S AGGREGATE LIABILITY, IF ANY, FOR ALL DAMAGES OF ANY KIND RELATING TO THIS AGREEMENT OR ITS SUBJECT MATTER SHALL NOT EXCEED THE AMOUNT PAID BY LICENSEE TO TSRI UNDER THIS AGREEMENT. THE FOREGOING EXCLUSIONS AND LIMITATIONS SHALL APPLY TO ALL CLAIMS AND ACTIONS OF ANY KIND AND ON ANY THEORY OF LIABILITY, WHETHER BASED ON CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO NEGLIGENCE OR STRICT LIABILITY), OR ANY OTHER GROUNDS, AND REGARDLESS OF WHETHER A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE PARTIES FURTHER AGREE THAT EACH WARRANTY DISCLAIMER, EXCLUSION OF DAMAGES OR OTHER LIMITATION OF LIABILITY HEREIN IS INTENDED TO BE SEVERABLE AND INDEPENDENT OF THE OTHER PROVISIONS BECAUSE THEY EACH REPRESENT SEPARATE ELEMENTS OF RISK ALLOCATION BETWEEN THE PARTIES. View More Arrow
Found in Vividion Therapeutics, Inc. contract
Limited Warranties. 10.1 Limited Warranty. TSRI hereby represents and warrants that, to the best of its actual knowledge of TSRI, and only as of the Effective Date, (a) that it has full corporate authorization and power to enter into this Agreement and that the execution and delivery of this Agreement do not constitute a breach of any agreement to which TSRI is a party. Notwithstanding anything stated herein to the sole and exclusive owner, appointed agent for licensing contrary, TSRI does not make any express or l...icensee implied warranty or representation regarding the non-infringement of all right, Third Party rights or of title and interest in and to the Licensed Patent Rights that exist as of the Effective Date; (b) it has the power and authority to grant the licenses provided for herein to Licensee, and that it has not earlier granted, or assumed any obligation to grant, any rights in such Licensed Patent Rights to any third party that have not been waived that would conflict with the rights granted to Licensee herein; and (c) this Agreement constitutes the legal, valid and binding obligation of TSRI, enforceable against TSRI in accordance with its terms, except with respect to creditor's rights generally and the enforcement of equitable remedies. Biological Materials. 10.2 Licensee hereby warrants and represents this Agreement constitutes the legal, valid and binding obligation of Licensee, enforceable against Licensee in accordance with its terms, except with respect to creditor's rights generally and the enforcement of equitable remedies. 10.3 Disclaimer. EXCEPT AS PROVIDED SET FORTH IN SECTION 10.1, TSRI NEITHER PARTY MAKES NO OTHER ANY WARRANTIES OR REPRESENTATIONS CONCERNING ANY LICENSED PATENT RIGHTS, LICENSED BIOLOGICAL MATERIALS TECHNOLOGY, PRODUCTS OR ANY OTHER MATTER WHATSOEVER, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED OR STATUTORY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS RIGHTS, TITLE, ACCURACY, OR ARISING OUT OF COURSE OF CONDUCT OR TRADE CUSTOM OR USAGE, AND EACH PARTY DISCLAIMS ALL SUCH EXPRESS EXPRESS, IMPLIED OR IMPLIED STATUTORY WARRANTIES. TSRI NEITHER PARTY MAKES NO ANY WARRANTY OR REPRESENTATION AS TO THE VALIDITY VALIDITY, SCOPE OR SCOPE ENFORCEABILITY OF ANY LICENSED PATENT RIGHTS, TECHNOLOGY OR THAT ANY LICENSED PRODUCT, LICENSED PROCESS TECHNOLOGY OR LICENSED BIOLOGICAL MATERIAL PRODUCT WILL BE FREE FROM AN INFRINGEMENT ON PATENTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF NOT INFRINGE ANY THIRD PARTIES, PARTY RIGHTS, OR THAT NO THIRD PARTIES ARE PARTY IS IN ANY WAY INFRINGING UPON OR MAY INFRINGE UPON ANY LICENSED PATENT RIGHTS OR LICENSED BIOLOGICAL MATERIALS TECHNOLOGY COVERED BY THIS AGREEMENT. FURTHER, TSRI HAS MADE NO INVESTIGATION AND MAKES NO REPRESENTATION OR WARRANTY THAT THE LICENSED PATENT RIGHTS OR LICENSED BIOLOGICAL MATERIALS ARE TECHNOLOGY IS SUITABLE FOR LICENSEE'S PURPOSES. 10.4 LICENSEE MAKES NO REPRESENTATION OR WARRANTY REGARDING THE SUCCESS OF EFFORTS TO DEVELOP AND COMMERCIALIZE PRODUCTS. 10.3 Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF LOST PROFITS OR EXPECTED SAVINGS) SAVINGS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, EXCEPT FOR LIABILITY FOR BREACH BY SUCH PARTY OF ANY OF THE CONFIDENTIALITY PROVISIONS IN SECTION 11 AND EXCEPT FOR LICENSEE'S INDEMNITY UNDER SECTION MATTER; provided, however, that this Section 10.3 shall not be construed to limit Licensee's indemnification obligations under Section 9.1. TSRI'S AGGREGATE LIABILITY, IF ANY, FOR ALL DAMAGES OF ANY KIND RELATING TO THIS AGREEMENT OR ITS SUBJECT MATTER SHALL NOT EXCEED THE AMOUNT PAID BY LICENSEE TO TSRI UNDER THIS AGREEMENT. THE FOREGOING EXCLUSIONS AND LIMITATIONS SHALL APPLY TO ALL CLAIMS AND ACTIONS OF ANY KIND AND ON ANY THEORY OF LIABILITY, WHETHER BASED ON CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO NEGLIGENCE OR STRICT LIABILITY), OR ANY OTHER GROUNDS, AND REGARDLESS OF WHETHER A PARTY TSRI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING ***Confidential Treatment Requested 22 ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE PARTIES FURTHER AGREE THAT EACH WARRANTY DISCLAIMER, EXCLUSION OF DAMAGES OR OTHER LIMITATION OF LIABILITY HEREIN IS INTENDED TO BE SEVERABLE AND INDEPENDENT OF THE OTHER PROVISIONS BECAUSE SINCE THEY EACH REPRESENT SEPARATE ELEMENTS OF RISK ALLOCATION BETWEEN THE PARTIES. View More Arrow
Found in Synthorx, Inc. contract
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Limited Warranties. The Regents warrants that it has the lawful right to grant this license to Licensee and does not violate or breach any agreement with any third party by entering into this Agreement and granting the rights granted by this Agreement and to the extent of the actual knowledge of the licensing professional responsible for administration of this Agreement as of the Effective Date, is the sole and exclusive owner of Regents' Patent Rights set forth in clause (i) of the definition of Regents' Patent Ri...ghts. 17.2. This License and the associated Invention are provided WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED. THE REGENTS MAKES NO REPRESENTATION OR WARRANTY THAT ANY LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHT. 17.3. Nothing in this Agreement will be construed as: 17.3.a A warranty or representation by The Regents as to the validity or scope of any Regents' Patent Rights. 17.3.b A warranty or representation that anything made, used, sold or otherwise disposed of under any license granted in this Agreement is or will be free from infringement of patents, copyrights, trademarks or any other forms of intellectual property rights or tangible property rights of third parties. 17.3.c Obligating The Regents to bring or prosecute actions or suits against third parties for patent, copyright or trademark infringement except as provided in Article 8 (PATENT INFRINGEMENT). 17.3.d Conferring by implication, estoppel or otherwise any license or rights under any patents of The Regents other than Regents' Patent Rights as defined herein, regardless of whether such patents are dominant or subordinate to Regents' Patent Rights. 17.3.e Obligating The Regents to furnish any know-how not provided in Regents' Patent Rights. View More Arrow
Found in Fibrocell Science, Inc. contract
Limited Warranties. The Regents REGENTS warrants to LICENSEE that it has the lawful right to grant this license to Licensee and does not violate or breach any agreement with any third party by entering into this Agreement and granting the rights granted by this Agreement and and, to the extent of the actual knowledge of the licensing professional responsible for administration of administering this Agreement as of the Effective Date, that it is the sole and exclusive owner of Regents' Patent Rights set forth all ri...ght, title, and interest in clause (i) of and to the definition of Regents' Patent Rights. Invention. 17.2. This License license and the associated Invention INVENTION are provided WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, EXPRESS EXPRESSED OR IMPLIED. THE REGENTS MAKES NO REPRESENTATION OR WARRANTY THAT ANY THE INVENTION, REGENTS' PATENT RIGHTS, LICENSED PRODUCT PRODUCTS, LICENSED SERVICES OR LICENSED METHOD WILL NOT INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHT. 17.3. IN NO EVENT WILL REGENTS BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM EXERCISE OF THIS LICENSE OR THE USE OF THE INVENTION, REGENTS' PATENT RIGHTS, LICENSED METHOD, LICENSED SERVICES OR LICENSED PRODUCTS. 17.4. Nothing in this Agreement is or will be construed as: 17.3.a (a) A warranty or representation by The Regents REGENTS as to the validity validity, enforceability or scope of any Regents' Patent Rights. 17.3.b REGENTS PATENT RIGHTS; or (b) A warranty or representation that anything made, used, sold or otherwise disposed of SOLD under any license granted in this Agreement is or will be free from infringement of patents, copyrights, trademarks or any other forms of intellectual property rights or tangible property rights patents of third parties. 17.3.c Obligating The Regents parties; or (c) An obligation to bring or prosecute actions or suits against third parties for patent, copyright or trademark infringement patent infringement, except as provided in Article 8 (PATENT INFRINGEMENT). 17.3.d 18; or (d) Conferring by implication, estoppel implication. estoppel, or otherwise any license or rights under any patents of The Regents REGENTS other than Regents' Patent Rights REGENTS' PATENT RIGHTS as defined herein, regardless of whether such patents are dominant or subordinate to Regents' Patent Rights. 17.3.e Obligating The Regents REGENTS' PATENT RIGHTS; or (e) An obligation to furnish any know-how not provided in Regents' Patent Rights. the patents and patent applications under REGENTS' PATENT RIGHTS. View More Arrow
Found in GENOCEA BIOSCIENCES, INC. contract
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