Common use of Certain Warranties Clause in Contracts

Certain Warranties. X. XXXX warrants that it has the right to grant the licenses granted to Licensee in this Agreement. Nothing in this Agreement will, however, be construed as: (i) a warranty or representation by XXXX or Licensee as to the validity or scope of any of the Licensed Patents; (ii) a warranty or representation CDI Stem Cell License 00-00000 (2) XXXX Agreement #: 11-00206 that anything made, used or transferred under the licenses granted in this Agreement will or will not infringe patents of third parties; (iii) an obligation to furnish any assistance, or know-how not provided in the Licensed Patents or any materials or services other than those specified in this Agreement; or (iv) an obligation to file any patent application or secure or maintain any patent right. B. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 5A OF THIS AGREEMENT, XXXX MAKES NO OTHER REPRESENTATIONS, EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND ASSUMES NO RESPONSIBILITIES WHATSOEVER WITH RESPECT TO THE MERCHANTIBILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR THE NON-INFRINGEMENT OR USE OF ANY PRODUCT OR SERVICE UNDER THIS AGREEMENT. C. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL XXXX OR ITS TRUSTEES, DIRECTORS, OFFICERS AND EMPLOYEES (INCLUDING WITHOUT LIMITATION ANY INVENTORS OF THE LICENSED PATENTS) BE LIABLE FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING ECONOMIC DAMAGES OR INJURY TO PROPERTY AND LOST PROFITS, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. D. Licensee represents and warrants that Products produced under the licenses granted herein shall be manufactured substantially in the United States as required by 35 U.S.C § 204 and applicable regulations of Chapter 37 of the Code of Federal Regulations.

Certain Warranties. X. XXXX warrants that it has the right to grant the licenses granted to Licensee in this Agreement. Nothing in this Agreement willshall, however, be construed as: (i) a warranty or representation by XXXX or Licensee as to the validity or scope of any of the Licensed Patents; (ii) a warranty or representation CDI Stem Cell License 00-00000 (2) XXXX Agreement #: 11-00206 that anything made, used used, sold or transferred under the licenses license granted in this Agreement will or will not infringe patents of third parties; (iii) an obligation to furnish any assistance, or know-how not provided in the Licensed Patents or any materials or services other than those specified in this Agreement; or (iv) an obligation to file any patent application or secure or maintain any patent right. B. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 5A OF THIS AGREEMENT, XXXX MAKES NO OTHER REPRESENTATIONS, EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND ASSUMES NO RESPONSIBILITIES WHATSOEVER WITH RESPECT TO THE MERCHANTIBILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR THE NON-INFRINGEMENT OR USE OF ANY PRODUCT PRODUCT, OR SERVICE WITH RESPECT TO THE USE, SALE OR OTHER DISPOSITION BY LICENSEE, ITS SUBLICENSEE(S), OR THEIR VENDEES OR OTHER TRANSFEREES, OF PRODUCTS INCORPORATING OR MADE BY USE OF THE INVENTIONS LICENSED, UNDER THIS AGREEMENT. C. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL SHALL XXXX OR ITS TRUSTEES, DIRECTORS, OFFICERS AND EMPLOYEES (INCLUDING WITHOUT LIMITATION ANY INVENTORS OF THE LICENSED PATENTS) BE LIABLE FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING ECONOMIC DAMAGES OR INJURY TO PROPERTY AND LOST PROFITS, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. D. Licensee represents and warrants that Products produced under the licenses license granted herein shall be manufactured substantially in the United States as required by 35 U.S.C § 204 [for clarity, such requirement shall apply only to Products utilizing Licensed Patents or Wisconsin Materials whose development was funded at least in part by the Federal government] and applicable regulations of Chapter 37 of the Code of Federal Regulations.

Certain Warranties. X. XXXX warrants that except as otherwise provided under Section 14 of this Agreement with respect to U.S. Government interests, it is the owner of all rights in and to the Licensed Patents or otherwise has the right to grant the licenses granted to Licensee in this Agreement. Nothing However, nothing in this Agreement will, however, will be construed as: (i) a warranty or representation by XXXX or Licensee as to the validity or scope of any of the Licensed Patents, as to the protectability of the Technical Information, or that Licensed Patents or protectable rights in Technical Information exist or will exist worldwide or in any given country; (ii) a warranty or representation CDI Stem Cell License 00-00000 (2) XXXX Agreement #: 11-00206 that anything any product or process made, used used, sold, or transferred otherwise disposed of under or in association with the licenses license granted in this Agreement will is or will not infringe patents be free from any claim of third partiesinfringement or misappropriation of any intellectual property rights other than the Licensed Patents; (iii) a warranty or representation that any Product will receive regulatory approval, or that the Technical Information or inventions of the Licensed Patents will enable Licensee to get Products to market; or (iv) an obligation on the part of XXXX, the University of Wisconsin, or the inventors of the Licensed Patents to CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. furnish any technical information, know-how, preclinical or clinical data or services, regulatory assistance, or know-how other information not provided in the Licensed Patents or the Technical Information, or any materials or services other than those specified in this Agreement; or (iv) an obligation to file any patent application or secure or maintain any patent right. B. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 5A OF THIS AGREEMENT, X. XXXX MAKES NO OTHER REPRESENTATIONS, EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND ASSUMES NO RESPONSIBILITIES WHATSOEVER WITH RESPECT TO THE MERCHANTIBILITY USE, SALE, OR FITNESS FOR OTHER DISPOSITION BY LICENSEE, ITS SUBLICENSEE(S), OR THEIR VENDEES OR OTHER TRANSFEREES, OF PRODUCTS OR ANY PARTICULAR PURPOSE OTHER PRODUCTS EMPLOYING, EMPLOYED IN, INCORPORATING, OR THE NON-INFRINGEMENT OR MADE BY USE OF ANY PRODUCT OR SERVICE INVENTIONS LICENSED UNDER THIS AGREEMENT. C. TO THE MAXIMUM EXTENT PERMITTED BY LAWUnless a valid waiver is obtained from the applicable funding agency at Licensee’s written request, IN NO EVENT WILL XXXX OR ITS TRUSTEES, DIRECTORS, OFFICERS AND EMPLOYEES (INCLUDING WITHOUT LIMITATION ANY INVENTORS OF THE LICENSED PATENTS) BE LIABLE FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING ECONOMIC DAMAGES OR INJURY TO PROPERTY AND LOST PROFITS, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. D. Licensee represents and warrants that all Products produced that are used or sold in the United States under the licenses license granted herein shall (or any sublicense thereunder) will be manufactured substantially in the United States as to the extent required by 35 U.S.C § 204 and applicable regulations of Chapter 37 of the Code of Federal Regulations.

Certain Warranties. X. XXXX warrants that it has the right to grant the licenses granted to Licensee in this Agreement. Nothing in this Agreement willshall, however, be construed as: (i) a warranty or representation by XXXX or Licensee as to the validity or scope of any of the Licensed Patents; (ii) a warranty or representation CDI Stem Cell License 00-00000 (2) XXXX Agreement #: 11-00206 that anything made, used or transferred under the licenses license granted in this Agreement will or will not infringe patents of third parties; (iii) an obligation to furnish any assistance, or know-how not provided in the Licensed Patents or any materials or services other than those specified in this Agreement; or (iv) an obligation to file any patent application or secure or maintain any patent right. B. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 5A OF THIS AGREEMENT, . X. XXXX MAKES AND ITS LICENSORS MAKE NO OTHER REPRESENTATIONS, EXTENDS EXTEND NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND ASSUMES ASSUME NO RESPONSIBILITIES WHATSOEVER WITH RESPECT TO THE MERCHANTIBILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR THE NON-INFRINGEMENT OR USE OF ANY PRODUCT OR SERVICE UNDER THIS AGREEMENT. C. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL XXXX SHALL WARF, WICELL, OR ITS THEIR RESPECTIVE TRUSTEES, DIRECTORS, OFFICERS AND EMPLOYEES (INCLUDING WITHOUT LIMITATION ANY INVENTORS OF THE LICENSED PATENTS) BE LIABLE FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING ECONOMIC DAMAGES OR INJURY TO PROPERTY AND LOST PROFITS, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. D. Licensee represents and warrants that Products produced under the licenses granted herein shall be manufactured substantially in the United States as required by 35 U.S.C § 204 and applicable regulations of Chapter 37 of the Code of Federal Regulations.

Certain Warranties. X. A. Except as provided under Section 14 of this Agreement with respect to U.S. Government interests, XXXX warrants that it has the right to grant the licenses granted to Licensee in this Agreement. Nothing in this Agreement willshall, however, be construed as: (i) a warranty or representation by XXXX or Licensee as to the validity or scope of any of the Licensed Patents; (ii) a warranty or representation CDI Stem Cell License 00-00000 (2) XXXX Agreement #: 11-00206 that anything made, used or transferred under the licenses license granted in this Agreement will or will not infringe patents of third parties; (iii) an obligation to furnish any assistance, or know-how not provided in the Licensed Patents or any materials or services other than those specified in this Agreement; or (iv) an obligation to file any patent application or secure or maintain any patent right. B. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 5A OF THIS AGREEMENT, X. XXXX MAKES NO OTHER REPRESENTATIONS, EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND ASSUMES NO RESPONSIBILITIES WHATSOEVER WITH RESPECT TO THE MERCHANTIBILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR THE NON-INFRINGEMENT NON­INFRINGEMENT OR USE OF ANY PRODUCT OR SERVICE UNDER THIS AGREEMENT. C. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL XXXX SHALL WARF, WICELL, OR ITS THEIR RESPECTIVE TRUSTEES, DIRECTORS, OFFICERS AND EMPLOYEES (INCLUDING WITHOUT LIMITATION LFMITATION ANY INVENTORS OF THE LICENSED PATENTS) BE LIABLE FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING ECONOMIC DAMAGES OR INJURY TO PROPERTY AND LOST PROFITS, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. D. If any one of the following U.S. Patent Nos., or its corresponding foreign patent (the "Base Licensed Patents"): US 7,029,913, US 6,200,806, US 5,843,780 are ultimately abandoned or held by a court of competent jurisdiction to be invalid or unenforceable for a particular territory after the exhaustion of all available appeal periods, XXXX and Licensee represents and warrants that Products produced shall in good faith negotiate an equitable reduction in the earned royalty payment obligations of Licensee under this Agreement in the licenses granted herein applicable territory. If all three Base Licensed Patents are ultimately abandoned or held by a court of competent jurisdiction to be invalid or unenforceable in a particular territory, after the exhaustion of all available appeal periods, then no further earned royalty payments by Licensee shall be manufactured owed or payable under this Agreement for said territory. E. If applicable, to the extent required by the Xxxx-Xxxx Act, (35 U.S.C. § 204 and applicable Regulations 37 C.F.R.), Licensee shall manufacture substantially in the United States as required by 35 U.S.C § 204 and applicable regulations of Chapter 37 of Licensed Products for sale in the Code of Federal RegulationsUnited States.

Certain Warranties. X. XXXX warrants that it has the right to grant the licenses granted to Licensee in this Agreement. Nothing in this Agreement will, however, be construed as: (i) a warranty or representation by XXXX or Licensee as to the validity or scope of any of the Licensed Patents; (ii) a warranty or representation CDI Stem Cell License 00-00000 (2) XXXX Agreement #: 11-00206 that anything made, used or transferred under the licenses granted in this Agreement will or will not infringe patents of third parties; (iii) an obligation to furnish any assistance, or know-how not provided in the Licensed Patents or any materials or services other than those specified in this Agreement; or (iv) an obligation to file any patent application or secure or maintain any patent right. B. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 5A OF THIS AGREEMENT, XXXX MAKES NO OTHER REPRESENTATIONS, EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND ASSUMES NO RESPONSIBILITIES WHATSOEVER WITH RESPECT TO THE MERCHANTIBILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR THE NON-INFRINGEMENT OR USE OF ANY PRODUCT OR SERVICE UNDER THIS AGREEMENT. C. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL XXXX OR ITS TRUSTEES, DIRECTORS, OFFICERS AND EMPLOYEES (INCLUDING WITHOUT LIMITATION ANY INVENTORS OF THE LICENSED PATENTS) BE LIABLE FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING ECONOMIC DAMAGES OR INJURY TO PROPERTY AND LOST PROFITS, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. D. Licensee represents and warrants that Products produced under the licenses granted herein shall be manufactured substantially in the United States as required by 35 U.S.C U.S.C. § 204 and applicable regulations of Chapter 37 of the Code of Federal Regulations.

Certain Warranties. X. XXXX represents and warrants that it has that, except as otherwise provided under Section 14 of this Agreement with respect to U.S. Government interests: (i) XXXX and Yeda are the sole owners of the Licensed Patents or otherwise have the sole and exclusive right to grant the licenses granted to Licensee in this Agreement, and to the best of the XXXX’x knowledge, free and clear of any liens, claims, and encumbrances of any non-governmental third party; (ii) XXXX and Yeda have entered into a definitive agreement granting to XXXX the exclusive right to grant, negotiate, execute, administer and enforce exclusive licenses under the Licensed Patents with Licensee and such definitive agreement does not conflict with any provision or right or obligation granted or received hereunder; (iii) subject to Section 2C above and to any research rights previously granted by Licensors to the inventors of the Licensed Patents or research rights reserved by the inventors of the Licensed Patents, XXXX and Yeda have not granted to any third party any rights to or under the Licensed Patents that currently conflict or in the future will conflict with, contradict, or overlap with those granted hereunder; and (iv) XXXX and Yeda have not received any notification that the Licensed Patents are invalid or that the exercise of any rights granted hereunder will infringe on any patent or other proprietary right of any third party. Nothing in this Agreement will, however, shall be construed as: : (i) a warranty or representation by XXXX or Licensee the Licensors as to the validity or scope of any of the Licensed Patents; ; (ii) a warranty or representation CDI Stem Cell License 00-00000 (2) XXXX Agreement #: 11-00206 that anything made, used used, sold or transferred otherwise disposed of under the licenses license granted in this Agreement will or will not infringe patents of third parties; or (iii) an obligation to furnish any assistance, or know-how intellectual property not provided in the Licensed Patents or any materials or services other than those specified in this Agreement; or (iv) an obligation to file any patent application or secure or maintain any patent right. B. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 5A OF THIS AGREEMENT, XXXX MAKES THE LICENSORS MAKE NO OTHER REPRESENTATIONS, EXTENDS EXTEND NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND ASSUMES ASSUME NO RESPONSIBILITIES WHATSOEVER WITH RESPECT TO THE MERCHANTIBILITY USE, SALE, OR FITNESS FOR ANY PARTICULAR PURPOSE OTHER DISPOSITION BY LICENSEE, ITS SUBLICENSEE(S), OR THE NON-INFRINGEMENT THEIR VENDEES OR OTHER TRANSFEREES, OF PRODUCTS INCORPORATING OR MADE BY USE OF ANY PRODUCT OR SERVICE INVENTIONS LICENSED UNDER THIS AGREEMENT. C. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL XXXX OR ITS TRUSTEES, DIRECTORS, OFFICERS AND EMPLOYEES (INCLUDING WITHOUT LIMITATION ANY INVENTORS OF THE LICENSED PATENTS) BE LIABLE FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING ECONOMIC DAMAGES OR INJURY TO PROPERTY AND LOST PROFITS, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. D. Licensee represents and warrants that Products produced under the licenses license granted herein for sale in the United States shall be manufactured substantially in the United States as required by 35 U.S.C § 204 and applicable regulations of Chapter 37 of the Code of Federal Regulations.