Common use of Disclaimer of Warranties; Limitations Clause in Contracts

Disclaimer of Warranties; Limitations. 8.3.1. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATIONS OR EXTENDS ANY WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE PROGRAMS, LICENSED COMPOUNDS, LICENSED PRODUCTS, TRANSFERRED ASSETS OR LICENSED TECHNOLOGY THAT IS LICENSED OR TRANSFERRED TO THE OTHER PARTY OR SUBJECT TO ANY OPTION OR RIGHT TO LICENSE UNDER THIS AGREEMENT, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, THAT ANY OF THE DEVELOPMENT, MANUFACTURING OR COMMERCIALIZATION EFFORTS WITH REGARD TO ANY LICENSED COMPOUND OR LICENSED PRODUCT WILL BE SUCCESSFUL. 8.3.2. Subject to Section 4.4, each Party acknowledges that (a) the other Party and its Affiliates may have present or future initiatives or opportunities, including initiatives or opportunities with Third Parties, involving similar products, programs, technologies or processes that may compete with products, programs, technologies or processes covered by this Agreement; (b) nothing in this Agreement will be construed as a representation, warranty, covenant or inference that the other Party or its Affiliates will not itself develop, manufacture or market or enter into business relationships with one or more Third Parties to develop, manufacture or market products, programs, technologies or processes that are similar to or that may compete with any product, program, technology or process covered by this Agreement (including those in the Field); and (c) the other Party or any of its Affiliates may, in their sole discretion, decide to acquire, research, develop and/or market devices, drugs or other products which may compete with any Licensed Product or continue such activity in which they currently are engaged; provided that, in each case of clauses (a), (b) and (c), in no event shall a Party or its Affiliates use Confidential Information of the other Party in breach of this Agreement, and in no event may TRACON or its Affiliates practice or use, or grant any Third Party the right to practice or use, any Licensed Technology in conflict with the licenses granted hereunder.

Disclaimer of Warranties; Limitations. 8.3.19.4.1. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATIONS OR EXTENDS ANY WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE PROGRAMS, LICENSED COMPOUNDS, LICENSED PRODUCTS, TRANSFERRED ASSETS OR ASSETS, LICENSED TECHNOLOGY OR OTHER PATENT RIGHTS THAT IS ARE LICENSED OR TRANSFERRED TO THE OTHER PARTY OR SUBJECT TO ANY OPTION OR RIGHT TO LICENSE UNDER THIS AGREEMENT, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, THAT ANY OF THE DEVELOPMENT, MANUFACTURING OR COMMERCIALIZATION EFFORTS WITH REGARD TO ANY LICENSED COMPOUND OR LICENSED PRODUCT WILL BE SUCCESSFUL. 8.3.29.4.2. Subject to Section 4.4Sections 2.3, 2.4, 5.5 and 11.6.1(h), each Party acknowledges that (a) the other Party and its Affiliates may have present or future initiatives or opportunities, including initiatives or opportunities with Third Parties, involving similar products, programs, technologies or processes that may compete with products, programs, technologies or processes covered by this Agreement; (b) nothing in this Agreement will be construed as a representation, warranty, covenant or inference that the other Party or its Affiliates will not itself develop, manufacture or market or enter into business relationships with one or more Third Parties to develop, manufacture or market products, programs, technologies or processes that are similar to or that may compete with any product, program, technology or process covered by this Agreement (including those in the Field); and (c) the other Party or any of its Affiliates may, in their sole discretion, decide to acquire, research, develop and/or market devices, drugs or other products which may compete with any Licensed Product or continue such activity in which they currently are engaged; provided that, in each case of clauses (a), (b) and (c), in no event shall a Party or its Affiliates use Confidential Information of the other Party in breach of this Agreement, and in no event may TRACON Xxxxxxx or its Affiliates practice or use, or grant any Third Party the right to practice or use, any Licensed Technology in conflict with the licenses granted hereunder.