Common use of ADDITIONAL WAIVER Clause in Contracts

ADDITIONAL WAIVER. LICENSEE AGREES THAT (A) IT IS SOLELY RESPONSIBLE FOR DETERMINING WHETHER THE LICENSED PATENTS HAVE APPLICABILITY OR UTILITY IN LICENSEE’S CONTEMPLATED EXPLOITATION OF THE LICENSED PRODUCT, AND LICENSEE ASSUMES ALL RISK AND LIABILITY THAT RESULTS FROM SUCH DETERMINATION BY LICENSEE, AND (B) THE TRANSFERRED MATERIALS ARE SOLD “AS IS,” “WITH ALL FAULTS,” AND “WITH ALL DEFECTS,” AND LICENSEE EXPRESSLY WAIVES ALL RIGHTS TO MAKE ANY CLAIM WHATSOEVER AGAINST SANOFI FOR CLAIM AS TO THE QUALITY OF FITNESS FOR A PARTICULAR PURPOSE OF THE TRANSFERRED MATERIALS; (B) LICENSEE AGREES THAT SANOFI SHALL HAVE NO LIABILITY TO LICENSEE FOR THE USE OF THE TRANSFERRED MATERIALS; (C) LICENSEE IS SOLELY RESPONSIBLE FOR DETERMINING WHETHER THE TRANSFERRED MATERIALS HAVE APPLICABILITY OR UTILITY IN LICENSEE’S CONTEMPLATED EXPLOITATION OF THE LICENSED PRODUCT, AND LICENSEE ASSUMES ALL RISK AND LIABILITY IN CONNECTION WITH SUCH DETERMINATION; AND (D) SANOFI MAKES NO REPRESENTATION OR WARRANTY AS TO THE COMPLETENESS OF ANY OTHER DATA. EXCEPT AS OTHERWISE EXPRESSLY STATED IN THE JOINT DATA CONTROLLER AGREEMENT THAT THE PARTIES ENTER INTO IN ACCORDANCE WITH SECTION 2.15 (JOINT DATA CONTROLLER AGREEMENT), ALL OTHER DATA ARE TRANSFERRED “AS IS,” “WITH ALL FAULTS,” AND “WITH ALL DEFECTS,” AND LICENSEE EXPRESSLY WAIVES ALL RIGHTS TO MAKE ANY CLAIM WHATSOEVER AGAINST SANOFI AS TO THE QUALITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE OTHER DATA; (E) LICENSEE AGREES THAT SANOFI SHALL HAVE NO LIABILITY TO LICENSEE FOR THE USE BY LICENSEE OR ITS AFFILIATES OR SUBLICENSEES OF THE OTHER DATA; (F) LICENSEE IS SOLELY RESPONSIBLE FOR DETERMINING WHETHER THE OTHER DATA HAVE APPLICABILITY OR UTILITY IN LICENSEE’S CONTEMPLATED EXPLOITATION OF THE LICENSED PRODUCT, AND LICENSEE ASSUMES ALL RISK AND LIABILITY IN CONNECTION WITH SUCH DETERMINATION.

ADDITIONAL WAIVER. LICENSEE AGREES THAT THAT: (A) IT IS SOLELY RESPONSIBLE FOR DETERMINING WHETHER THE LICENSED PATENTS HAVE APPLICABILITY OR UTILITY IN LICENSEE’S CONTEMPLATED EXPLOITATION OF THE LICENSED PRODUCT, AND LICENSEE ASSUMES ALL RISK AND LIABILITY THAT RESULTS FROM SUCH DETERMINATION BY LICENSEE, AND (Bi) THE TRANSFERRED MATERIALS RVL PATENTS ARE SOLD LICENSED “AS IS,” “WITH ALL FAULTS,” AND “WITH ALL DEFECTS,” AND LICENSEE EXPRESSLY WAIVES ALL RIGHTS TO MAKE ANY CLAIM WHATSOEVER AGAINST SANOFI RVL FOR CLAIM AS MISREPRESENTATION OR FOR BREACH OF PROMISE, GUARANTEE OR WARRANTY OF ANY KIND RELATING TO THE QUALITY OF FITNESS FOR A PARTICULAR PURPOSE OF THE TRANSFERRED MATERIALSRVL PATENTS; (Bii) LICENSEE AGREES THAT SANOFI SHALL EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT RVL WILL HAVE NO LIABILITY TO LICENSEE FOR ANY ACT OR OMISSION IN THE USE PREPARATION, FILING, PROSECUTION, MAINTENANCE, ENFORCEMENT, DEFENCE OR OTHER HANDLING OF THE TRANSFERRED MATERIALSRVL PATENTS; AND (Ciii) LICENSEE IS SOLELY RESPONSIBLE FOR DETERMINING WHETHER THE TRANSFERRED MATERIALS RVL PATENTS HAVE APPLICABILITY OR UTILITY IN LICENSEE’S CONTEMPLATED EXPLOITATION OF THE LICENSED PRODUCT, PRODUCTS AND LICENSEE ASSUMES ALL RISK AND LIABILITY IN CONNECTION WITH SUCH DETERMINATION; AND . RVL AGREES THAT: (Da) SANOFI MAKES NO REPRESENTATION OR WARRANTY AS TO THE COMPLETENESS OF ANY OTHER DATA. EXCEPT AS OTHERWISE EXPRESSLY STATED IN THE JOINT DATA CONTROLLER AGREEMENT THAT THE PARTIES ENTER INTO IN ACCORDANCE WITH SECTION 2.15 (JOINT DATA CONTROLLER AGREEMENT), ALL OTHER DATA LICENSEE PATENTS ARE TRANSFERRED LICENSED “AS IS,” “WITH ALL FAULTS,” AND “WITH ALL DEFECTS,” AND LICENSEE RVL EXPRESSLY WAIVES ALL RIGHTS TO MAKE ANY CLAIM WHATSOEVER AGAINST SANOFI AS LICENSEE FOR MISREPRESENTATION OR FOR BREACH OF PROMISE, GUARANTEE OR WARRANTY OF ANY KIND RELATING TO THE QUALITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE OTHER DATALICENSEE PATENTS; (Eb) LICENSEE RVL AGREES THAT SANOFI SHALL LICENSEE WILL HAVE NO LIABILITY TO LICENSEE RVL FOR ANY ACT OR OMISSION IN THE USE BY LICENSEE PREPARATION, FILING, PROSECUTION, MAINTENANCE, ENFORCEMENT, DEFENCE OR ITS AFFILIATES OR SUBLICENSEES OTHER HANDLING OF THE OTHER DATALICENSEE PATENTS; AND (Fc) LICENSEE RVL IS SOLELY RESPONSIBLE FOR DETERMINING WHETHER THE OTHER DATA LICENSEE PATENTS HAVE APPLICABILITY OR UTILITY IN LICENSEERVL’S CONTEMPLATED EXPLOITATION OF THE LICENSED PRODUCT, PRODUCTS AND LICENSEE RVL ASSUMES ALL RISK AND LIABILITY IN CONNECTION WITH SUCH DETERMINATION.

ADDITIONAL WAIVER. EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, LICENSEE AGREES THAT THAT: (A) IT IS SOLELY RESPONSIBLE FOR DETERMINING WHETHER THE LICENSED PATENTS HAVE APPLICABILITY OR UTILITY IN LICENSEE’S CONTEMPLATED EXPLOITATION OF THE LICENSED PRODUCT, AND LICENSEE ASSUMES ALL RISK AND LIABILITY THAT RESULTS FROM SUCH DETERMINATION BY LICENSEE, AND (Bi) THE TRANSFERRED MATERIALS ASTRAZENECA PATENTS ARE SOLD LICENSED “AS IS,” “WITH ALL FAULTS,” AND “WITH ALL DEFECTS,” AND LICENSEE EXPRESSLY WAIVES ALL RIGHTS TO MAKE ANY CLAIM WHATSOEVER AGAINST SANOFI ASTRAZENECA FOR CLAIM AS MISREPRESENTATION OR FOR BREACH OF PROMISE, GUARANTEE OR WARRANTY OF ANY KIND RELATING TO THE QUALITY OF FITNESS FOR A PARTICULAR PURPOSE OF THE TRANSFERRED MATERIALSASTRAZENECA PATENTS; (Bii) LICENSEE AGREES THAT SANOFI SHALL ASTRAZENECA WILL HAVE NO LIABILITY TO LICENSEE FOR ANY ACT OR OMISSION IN THE USE PREPARATION, FILING, PROSECUTION, MAINTENANCE, ENFORCEMENT, DEFENSE OR OTHER HANDLING OF THE TRANSFERRED MATERIALSASTRAZENECA PATENTS; AND (Ciii) LICENSEE IS SOLELY RESPONSIBLE FOR DETERMINING WHETHER THE TRANSFERRED MATERIALS ASTRAZENECA PATENTS HAVE APPLICABILITY OR UTILITY IN LICENSEE’S CONTEMPLATED EXPLOITATION OF THE LICENSED PRODUCT, PRODUCTS AND LICENSEE ASSUMES ALL RISK AND LIABILITY IN CONNECTION WITH SUCH DETERMINATION; . CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (DII) SANOFI MAKES NO REPRESENTATION OR WARRANTY AS WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPLETENESS OF ANY OTHER DATADERMAVANT SCIENCES LTD. EXCEPT AS OTHERWISE EXPRESSLY STATED IN THE JOINT DATA CONTROLLER AGREEMENT THAT THE PARTIES ENTER INTO IN ACCORDANCE WITH SECTION 2.15 (JOINT DATA CONTROLLER AGREEMENT), ALL OTHER DATA ARE TRANSFERRED “AS IS,” “WITH ALL FAULTS,” AND “WITH ALL DEFECTS,” AND LICENSEE EXPRESSLY WAIVES ALL RIGHTS TO MAKE ANY CLAIM WHATSOEVER AGAINST SANOFI AS TO THE QUALITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE OTHER DATA; (E) LICENSEE AGREES THAT SANOFI SHALL HAVE NO LIABILITY TO LICENSEE FOR THE USE BY LICENSEE OR ITS AFFILIATES OR SUBLICENSEES OF THE OTHER DATA; (F) LICENSEE IS SOLELY RESPONSIBLE FOR DETERMINING WHETHER THE OTHER DATA HAVE APPLICABILITY OR UTILITY IN LICENSEE’S CONTEMPLATED EXPLOITATION OF THE LICENSED PRODUCT, AND LICENSEE ASSUMES ALL RISK AND LIABILITY IN CONNECTION WITH SUCH DETERMINATIONIF PUBLICLY DISCLOSED.

ADDITIONAL WAIVER. LICENSEE GRANTOR HEREBY ACKNOWLEDGES AND AGREES THAT ----------------- THAT: (AI) IT BENEFICIARY IS ACTING AS A LENDER SOLELY RESPONSIBLE FOR DETERMINING WHETHER AT THE LICENSED PATENTS HAVE APPLICABILITY OR UTILITY IN LICENSEE’S CONTEMPLATED EXPLOITATION REQUEST OF GRANTOR; (II) THE ACTIONS OF PROMUS HOTELS, INC., AS THE MANAGER OF THE LICENSED PRODUCT, AND LICENSEE ASSUMES ALL RISK AND LIABILITY THAT RESULTS FROM SUCH DETERMINATION BY LICENSEE, AND (B) THE TRANSFERRED MATERIALS ARE SOLD “AS IS,” “WITH ALL FAULTS,” AND “WITH ALL DEFECTS,” AND LICENSEE EXPRESSLY WAIVES ALL RIGHTS TO MAKE ANY CLAIM WHATSOEVER AGAINST SANOFI FOR CLAIM AS MORTGAGED PROPERTY PURSUANT TO THE QUALITY OF FITNESS FOR A PARTICULAR PURPOSE MANAGEMENT AGREEMENT ARE SEPARATE, UNRELATED TO AND INDEPENDENT OF THE TRANSFERRED MATERIALS; (B) LICENSEE AGREES THAT SANOFI SHALL HAVE NO LIABILITY TO LICENSEE FOR THE USE ACTIONS OF THE TRANSFERRED MATERIALS; (C) LICENSEE IS SOLELY RESPONSIBLE FOR DETERMINING WHETHER BENEFICIARY PURSUANT TO THIS DEED, THE TRANSFERRED MATERIALS HAVE APPLICABILITY NOTE OR UTILITY IN LICENSEE’S CONTEMPLATED EXPLOITATION OF THE LICENSED PRODUCT, AND LICENSEE ASSUMES ALL RISK AND LIABILITY IN CONNECTION WITH SUCH DETERMINATIONLOAN DOCUMENTS; AND (DIII) SANOFI MAKES NO REPRESENTATION OR WARRANTY AS GRANTOR KNOWINGLY, VOLUNTARILY, INTENTIONALLY, UNCONDITIONALLY AND IRREVOCABLY WAIVES THE RIGHT TO RAISE ANY DEFENSES TO THE COMPLETENESS ENFORCEMENT OF THIS DEED, THE NOTE, OR THE LOAN DOCUMENTS BY GRANTOR BASED ON ANY AND ALL ACTIONS, INACTIONS, DEFAULTS, ERRORS OR OMISSIONS, NEGLIGENCE AND BREACH OF FIDUCIARY OR OTHER DATA. EXCEPT DUTY ALLEGED TO HAVE BEEN COMMITTED BY PROMUS HOTELS, INC., AS OTHERWISE EXPRESSLY STATED THE MANAGER OF 30 THE MORTGAGED PROPERTY, INCLUDING, WITHOUT LIMITATION, DEFENSES OF EQUITABLE SUBORDINATION, LENDER LIABILITY, WASTE, MISAPPROPRIATION OF FUNDS, EXCESSIVE EXPENDITURES IN "CONSPIRACY" WITH BENEFICIARY TO CAUSE A DEFAULT UNDER THE JOINT DATA CONTROLLER AGREEMENT THAT THIS DEED, THE PARTIES ENTER INTO IN ACCORDANCE WITH SECTION 2.15 (JOINT DATA CONTROLLER AGREEMENT), ALL OTHER DATA ARE TRANSFERRED “AS IS,” “WITH ALL FAULTS,” AND “WITH ALL DEFECTS,” AND LICENSEE EXPRESSLY WAIVES ALL RIGHTS TO MAKE ANY CLAIM WHATSOEVER AGAINST SANOFI AS TO THE QUALITY NOTE OR FITNESS FOR A PARTICULAR PURPOSE OF THE OTHER DATA; (E) LICENSEE AGREES THAT SANOFI SHALL HAVE NO LIABILITY TO LICENSEE FOR THE USE BY LICENSEE OR ITS AFFILIATES OR SUBLICENSEES OF THE OTHER DATA; (F) LICENSEE IS SOLELY RESPONSIBLE FOR DETERMINING WHETHER THE OTHER DATA HAVE APPLICABILITY OR UTILITY IN LICENSEE’S CONTEMPLATED EXPLOITATION OF THE LICENSED PRODUCTLOAN DOCUMENTS, AND LICENSEE ASSUMES ALL RISK AND LIABILITY PRECIPITATING THE EXERCISE OF REMEDIES UNDER THIS DEED, THE NOTE OR THE LOAN DOCUMENTS IN CONNECTION WITH SUCH DETERMINATIONFAVOR OF BENEFICIARY.

ADDITIONAL WAIVER. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES IN THIS ARTICLE 10, LICENSEE AGREES THAT THAT: (A) IT THE LICENSED KNOW-HOW IS LICENSED “AS IS,” “WITH ALL FAULTS,” AND “WITH ALL DEFECTS”, AND LICENSEE EXPRESSLY WAIVES ALL RIGHTS TO MAKE ANY CLAIM WHATSOEVER AGAINST SANOFI FOR MISREPRESENTATION OR FOR BREACH OF PROMISE, GUARANTEE OR WARRANTY OF ANY KIND RELATING TO THE LICENSED KNOW-HOW; (B) SANOFI MAKES NO REPRESENTATION OR WARRANTY AS TO THE COMPLETENESS OF THE LICENSED KNOW-HOW; (C) LICENSEE IS SOLELY RESPONSIBLE FOR DETERMINING WHETHER THE LICENSED PATENTS HAVE KNOW-HOW HAS APPLICABILITY OR UTILITY IN LICENSEE’S CONTEMPLATED EXPLOITATION OF THE LICENSED PRODUCTPRODUCTS, AND LICENSEE ASSUMES ALL RISK AND LIABILITY THAT RESULTS FROM IN CONNECTION WITH SUCH DETERMINATION BY LICENSEE, AND DETERMINATION; (BD) THE TRANSFERRED MATERIALS ARE SOLD “AS IS,” “WITH ALL FAULTS,” AND “WITH ALL DEFECTS,” AND LICENSEE EXPRESSLY WAIVES ALL RIGHTS TO MAKE ANY CLAIM WHATSOEVER AGAINST SANOFI FOR CLAIM AS TO THE QUALITY OF FITNESS FOR A PARTICULAR PURPOSE OF THE TRANSFERRED MATERIALS; (BE) LICENSEE AGREES THAT SANOFI SHALL HAVE NO LIABILITY TO LICENSEE FOR THE USE OF THE TRANSFERRED MATERIALS; (CF) LICENSEE IS SOLELY RESPONSIBLE FOR DETERMINING WHETHER THE TRANSFERRED MATERIALS HAVE APPLICABILITY OR UTILITY IN LICENSEE’S CONTEMPLATED EXPLOITATION OF THE LICENSED PRODUCT, AND LICENSEE ASSUMES ALL RISK AND LIABILITY IN CONNECTION WITH SUCH DETERMINATION; AND (D) SANOFI MAKES NO REPRESENTATION OR WARRANTY AS TO THE COMPLETENESS OF ANY OTHER DATA. EXCEPT AS OTHERWISE EXPRESSLY STATED IN THE JOINT DATA CONTROLLER AGREEMENT THAT THE PARTIES ENTER INTO IN ACCORDANCE WITH SECTION 2.15 (JOINT DATA CONTROLLER AGREEMENT), ALL OTHER DATA ARE TRANSFERRED “AS IS,” “WITH ALL FAULTS,” AND “WITH ALL DEFECTS,” AND LICENSEE EXPRESSLY WAIVES ALL RIGHTS TO MAKE ANY CLAIM WHATSOEVER AGAINST SANOFI AS TO THE QUALITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE OTHER DATA; (E) LICENSEE AGREES THAT SANOFI SHALL HAVE NO LIABILITY TO LICENSEE FOR THE USE BY LICENSEE OR ITS AFFILIATES OR SUBLICENSEES OF THE OTHER DATA; (F) LICENSEE IS SOLELY RESPONSIBLE FOR DETERMINING WHETHER THE OTHER DATA HAVE APPLICABILITY OR UTILITY IN LICENSEE’S CONTEMPLATED EXPLOITATION OF THE LICENSED PRODUCT, AND LICENSEE ASSUMES ALL RISK AND LIABILITY IN CONNECTION WITH SUCH DETERMINATION.

ADDITIONAL WAIVER. LICENSEE GRANTOR HEREBY ACKNOWLEDGES AND AGREES THAT ----------------- THAT: (AI) IT BENEFICIARY IS ACTING AS A LENDER SOLELY RESPONSIBLE FOR DETERMINING WHETHER AT THE LICENSED PATENTS HAVE APPLICABILITY OR UTILITY IN LICENSEE’S CONTEMPLATED EXPLOITATION REQUEST OF GRANTOR; (II) THE ACTIONS OF PROMUS HOTELS, INC., AS THE MANAGER OF THE LICENSED PRODUCT, AND LICENSEE ASSUMES ALL RISK AND LIABILITY THAT RESULTS FROM SUCH DETERMINATION BY LICENSEE, AND (B) THE TRANSFERRED MATERIALS ARE SOLD “AS IS,” “WITH ALL FAULTS,” AND “WITH ALL DEFECTS,” AND LICENSEE EXPRESSLY WAIVES ALL RIGHTS TO MAKE ANY CLAIM WHATSOEVER AGAINST SANOFI FOR CLAIM AS MORTGAGED PROPERTY PURSUANT TO THE QUALITY OF FITNESS FOR A PARTICULAR PURPOSE MANAGEMENT AGREEMENT ARE SEPARATE, UNRELATED TO AND INDEPENDENT OF THE TRANSFERRED MATERIALS; (B) LICENSEE AGREES THAT SANOFI SHALL HAVE NO LIABILITY TO LICENSEE FOR THE USE ACTIONS OF THE TRANSFERRED MATERIALS; (C) LICENSEE IS SOLELY RESPONSIBLE FOR DETERMINING WHETHER BENEFICIARY PURSUANT TO THIS DEED, THE TRANSFERRED MATERIALS HAVE APPLICABILITY NOTE OR UTILITY IN LICENSEE’S CONTEMPLATED EXPLOITATION OF THE LICENSED PRODUCT, AND LICENSEE ASSUMES ALL RISK AND LIABILITY IN CONNECTION WITH SUCH DETERMINATIONLOAN DOCUMENTS; AND (DIII) SANOFI MAKES NO REPRESENTATION OR WARRANTY AS GRANTOR KNOWINGLY, VOLUNTARILY, INTENTIONALLY, UNCONDITIONALLY AND IRREVOCABLY WAIVES THE RIGHT TO RAISE ANY DEFENSES TO THE COMPLETENESS ENFORCEMENT OF THIS DEED, THE NOTE, OR THE LOAN DOCUMENTS BY GRANTOR BASED ON ANY AND ALL ACTIONS, INACTIONS, DEFAULTS, ERRORS OR OMISSIONS, NEGLIGENCE AND BREACH OF FIDUCIARY OR OTHER DATA. EXCEPT DUTY ALLEGED TO HAVE BEEN COMMITTED BY PROMUS HOTELS, INC., AS OTHERWISE EXPRESSLY STATED IN THE JOINT DATA CONTROLLER AGREEMENT THAT THE PARTIES ENTER INTO IN ACCORDANCE WITH SECTION 2.15 (JOINT DATA CONTROLLER AGREEMENT), ALL OTHER DATA ARE TRANSFERRED “AS IS,” “WITH ALL FAULTS,” AND “WITH ALL DEFECTS,” AND LICENSEE EXPRESSLY WAIVES ALL RIGHTS TO MAKE ANY CLAIM WHATSOEVER AGAINST SANOFI AS TO THE QUALITY OR FITNESS FOR A PARTICULAR PURPOSE MANAGER OF THE OTHER DATA; (E) LICENSEE AGREES THAT SANOFI SHALL HAVE NO LIABILITY MORTGAGED PROPERTY, INCLUDING, WITHOUT LIMITATION, DEFENSES OF EQUITABLE SUBORDINATION, LENDER LIABILITY, WASTE, MISAPPROPRIATION OF FUNDS, EXCESSIVE EXPENDITURES IN "CONSPIRACY" WITH BENEFICIARY TO LICENSEE FOR CAUSE A DEFAULT UNDER THE USE BY LICENSEE THIS DEED, THE NOTE OR ITS AFFILIATES OR SUBLICENSEES OF THE OTHER DATA; (F) LICENSEE IS SOLELY RESPONSIBLE FOR DETERMINING WHETHER THE OTHER DATA HAVE APPLICABILITY OR UTILITY IN LICENSEE’S CONTEMPLATED EXPLOITATION OF THE LICENSED PRODUCTLOAN DOCUMENTS, AND LICENSEE ASSUMES ALL RISK AND LIABILITY PRECIPITATING THE EXERCISE OF REMEDIES UNDER THIS DEED, THE NOTE OR THE LOAN DOCUMENTS IN CONNECTION WITH SUCH DETERMINATIONFAVOR OF BENEFICIARY.

ADDITIONAL WAIVER. LICENSEE AGREES THAT THAT: (A) IT SANOFI WILL HAVE NO LIABILITY TO LICENSEE FOR ANY ACT OR OMISSION IN THE PREPARATION, FILING, PROSECUTION, MAINTENANCE, ENFORCEMENT, DEFENCE OR OTHER HANDLING OF THE LICENSED PATENTS; AND (B) LICENSEE IS SOLELY RESPONSIBLE FOR DETERMINING WHETHER THE LICENSED PATENTS HAVE APPLICABILITY OR UTILITY IN LICENSEE’S CONTEMPLATED EXPLOITATION OF THE LICENSED PRODUCT, AND LICENSEE ASSUMES ALL RISK AND LIABILITY THAT RESULTS FROM IN CONNECTION WITH SUCH DETERMINATION BY LICENSEE, AND DETERMINATION. LICENSEE AGREES THAT: (BX) THE TRANSFERRED MATERIALS ARE SOLD “AS IS,” “WITH ALL FAULTS,” AND “WITH ALL DEFECTS,” AND LICENSEE EXPRESSLY WAIVES ALL RIGHTS TO MAKE ANY CLAIM WHATSOEVER AGAINST SANOFI FOR CLAIM AS TO THE QUALITY OF FITNESS FOR A PARTICULAR PURPOSE OF THE TRANSFERRED LICENSED MATERIALS; (BY) LICENSEE AGREES THAT SANOFI SHALL WILL HAVE NO LIABILITY TO LICENSEE FOR THE USE OF THE TRANSFERRED MATERIALS; AND (CZ) LICENSEE IS SOLELY RESPONSIBLE FOR DETERMINING WHETHER THE TRANSFERRED MATERIALS HAVE APPLICABILITY OR UTILITY IN LICENSEE’S CONTEMPLATED EXPLOITATION OF THE LICENSED PRODUCT, AND LICENSEE ASSUMES ALL RISK AND LIABILITY IN CONNECTION WITH SUCH DETERMINATION; AND (D) SANOFI MAKES NO REPRESENTATION OR WARRANTY AS TO THE COMPLETENESS OF ANY OTHER DATA. EXCEPT AS OTHERWISE EXPRESSLY STATED IN THE JOINT DATA CONTROLLER AGREEMENT THAT THE PARTIES ENTER INTO IN ACCORDANCE WITH SECTION 2.15 (JOINT DATA CONTROLLER AGREEMENT), ALL OTHER DATA ARE TRANSFERRED “AS IS,” “WITH ALL FAULTS,” AND “WITH ALL DEFECTS,” AND LICENSEE EXPRESSLY WAIVES ALL RIGHTS TO MAKE ANY CLAIM WHATSOEVER AGAINST SANOFI AS TO THE QUALITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE OTHER DATA; (E) LICENSEE AGREES THAT SANOFI SHALL HAVE NO LIABILITY TO LICENSEE FOR THE USE BY LICENSEE OR ITS AFFILIATES OR SUBLICENSEES OF THE OTHER DATA; (F) LICENSEE IS SOLELY RESPONSIBLE FOR DETERMINING WHETHER THE OTHER DATA HAVE APPLICABILITY OR UTILITY IN LICENSEE’S CONTEMPLATED EXPLOITATION OF THE LICENSED PRODUCT, AND LICENSEE ASSUMES ALL RISK AND LIABILITY IN CONNECTION WITH SUCH DETERMINATION.

ADDITIONAL WAIVER. LICENSEE AGREES THAT THAT: (A) IT IS SOLELY RESPONSIBLE FOR DETERMINING WHETHER THE LICENSED PATENTS HAVE APPLICABILITY OR UTILITY IN LICENSEE’S CONTEMPLATED EXPLOITATION OF THE LICENSED PRODUCT, AND LICENSEE ASSUMES ALL RISK AND LIABILITY THAT RESULTS FROM SUCH DETERMINATION BY LICENSEE, AND (Ba) THE TRANSFERRED MATERIALS ASTRAZENECA PATENTS, PRODUCT TRADEMARKS, ASTRAZENECA CORPORATE MARKS, ASTRAZENECA COPYRIGHTS, NEKTAR NAME AND TRADEMARKS AND LICENSED PRODUCT DOMAIN NAMES ARE SOLD LICENSED “AS IS,” “WITH ALL FAULTS,” AND “WITH ALL DEFECTS,” AND LICENSEE EXPRESSLY WAIVES ALL RIGHTS TO MAKE ANY CLAIM WHATSOEVER AGAINST SANOFI FOR CLAIM AS ASTRAZENECA, GUARANTEE OR WARRANTY OF ANY KIND RELATING TO THE QUALITY OF FITNESS FOR A PARTICULAR PURPOSE OF THE TRANSFERRED MATERIALSASTRAZENECA PATENTS OR PRODUCT TRADEMARKS OR ASTRAZENECA CORPORATE MARKS OR ASTRAZENECA COPYRIGHTS OR NEKTAR NAME OR TRADEMARKS OR LICENSED PRODUCT DOMAIN NAMES; (Bb) LICENSEE AGREES THAT SANOFI SHALL ASTRAZENECA WILL HAVE NO LIABILITY TO LICENSEE FOR ANY ACT OR OMISSION IN THE USE PREPARATION, FILING, PROSECUTION, MAINTENANCE, ENFORCEMENT, DEFENSE OR OTHER HANDLING OF THE TRANSFERRED MATERIALSASTRAZENECA PATENTS OR PRODUCT TRADEMARKS OR ASTRAZENECA CORPORATE MARKS OR ASTRAZENECA COPYRIGHTS OR NEKTAR NAME OR TRADEMARKS OR LICENSED PRODUCT DOMAIN NAMES; AND (Cc) LICENSEE IS SOLELY RESPONSIBLE FOR DETERMINING WHETHER THE TRANSFERRED MATERIALS ASTRAZENECA PATENTS, PRODUCT TRADEMARKS, ASTRAZENECA CORPORATE MARKS, ASTRAZENECA COPYRIGHTS, NEKTAR NAME OR TRADEMARKS OR LICENSED PRODUCT DOMAIN NAMES HAVE APPLICABILITY OR UTILITY IN LICENSEE’S CONTEMPLATED EXPLOITATION OF THE LICENSED PRODUCT, AND LICENSEE ASSUMES ALL RISK AND LIABILITY IN CONNECTION WITH SUCH DETERMINATION; AND (D) SANOFI MAKES NO REPRESENTATION OR WARRANTY AS TO THE COMPLETENESS OF ANY OTHER DATA. EXCEPT AS OTHERWISE EXPRESSLY STATED IN THE JOINT DATA CONTROLLER AGREEMENT THAT THE PARTIES ENTER INTO IN ACCORDANCE WITH SECTION 2.15 (JOINT DATA CONTROLLER AGREEMENT), ALL OTHER DATA ARE TRANSFERRED “AS IS,” “WITH ALL FAULTS,” AND “WITH ALL DEFECTS,” AND LICENSEE EXPRESSLY WAIVES ALL RIGHTS TO MAKE ANY CLAIM WHATSOEVER AGAINST SANOFI AS TO THE QUALITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE OTHER DATA; (E) LICENSEE AGREES THAT SANOFI SHALL HAVE NO LIABILITY TO LICENSEE FOR THE USE BY LICENSEE OR ITS AFFILIATES OR SUBLICENSEES OF THE OTHER DATA; (F) LICENSEE IS SOLELY RESPONSIBLE FOR DETERMINING WHETHER THE OTHER DATA HAVE APPLICABILITY OR UTILITY IN LICENSEE’S CONTEMPLATED EXPLOITATION OF THE LICENSED PRODUCT, PRODUCTS AND LICENSEE ASSUMES ALL RISK AND LIABILITY IN CONNECTION WITH SUCH DETERMINATION.